Vista Oil & Gas, S.A.B. de C.V. (Form: F-1, Received: 07/02/2019 16:42:32)

Position

Gastón Remy

Chief Executive Officer Vista Argentina

Alex García

Chief Executive Officer Vista Mexico

As filed with the Securities and Exchange Commission on July 2, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Vista Oil & Gas, S.A.B. de C.V.

(Exact name of Registrant as specified in its charter)

N.A.

(Translation of Registrant’s name into English)

United Mexican States

1311

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

Vista Oil & Gas, S.A.B. de C.V.

Calle Volcán 150, Floor 5

Colonia Lomas de Chapultepec, Alcaldía Miguel Hidalgo

Mexico City, 11000

Mexico

Tel: (+52) 55 4163-9205

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

United States of America

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:


Andrés de la Cruz, Esq. Emilio Minvielle, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006		Antonia E. Stolper, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Proposed maximum aggregate offering price ⁽¹⁾	Amount of registration fee
Series A shares, with no par value ⁽²⁾⁽³⁾	US$100,000,000.00	US$12,120.00

⁽¹⁾	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

⁽²⁾

Includes series A shares represented by ADSs that the international underwriters may purchase and series A shares that the Mexican underwriters may purchase, in both cases, solely pursuant to their option to purchase additional series A shares or ADSs, as applicable, if any, and series A shares which are to be offered outside the United States but that may be resold from time to time in the United States in transactions requiring registration under the Securities Act.

⁽³⁾	The series A will be represented by American depositary shares, each of which represents one series A share, issuable upon deposit of the series A shares registered hereby, and that will be registered under a separate registration statement on Form F-6.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2019

PRELIMINARY PROSPECTUS

Series A Shares, including Series A Shares

represented by American Depositary Shares

LOGO

Vista Oil & Gas, S.A.B. de C.V.

This is a public offering of our series A shares of common stock, no par value and one vote per share, or the “series A shares.” We are offering series A shares in a global offering, which consists of (i) an international offering of series A shares represented by American Depositary Shares, or ADSs, in the United States of America, or the United States, and other countries outside of Mexico, which we refer to as the “international offering” and (ii) a concurrent public offering authorized by the Mexican National Banking and Securities Commission ( C o m i s i ó n N a c i ona l B an c a r i a y d e V a l o r e s or “CNBV”) of series A shares in Mexico, which we refer to as the “Mexican offering,” and together with the international offering, the “global offering.” The international offering is being underwritten by the international underwriters named in this prospectus. The Mexican offering is being conducted by the lead Mexican underwriters named elsewhere in this prospectus, or the “Mexican underwriters,” pursuant to a prospectus prepared in accordance with the laws of Mexico. The closings of the international and Mexican offerings are conditioned upon each other. Each ADS represents one series A share.

Our series A shares are listed on the Bolsa Mexicana de Valores, S.A.B. de C.V., or the “Mexican Stock Exchange,” under the symbol “VISTA.” On , 2019, the last reported sales price of our series A shares on the Mexican Stock Exchange was Ps. per series A share (equivalent to approximately US$ per series A share or US$ per ADS, based on the exchange rate of Ps. per US$1.00 reported by the Mexican Central Bank on such date). Prior to this offering, no public market existed for the ADSs. The public offering price in the international offering of the ADSs is expected to be between US$ and US$ per ADS (equivalent to Ps. and Ps. per ADS based on the exchange rate of Ps. per US$1.00 reported by the Mexican Central Bank on , 2019). After the pricing of this offering, we expect the ADSs to trade on the New York Stock Exchange, or the “NYSE,” under the symbol “VIST.”

Neither the U.S. Securities and Exchange Commission, or the “Commission” or the “SEC,” the Mexican National Banking and Securities Commission ( Comisión Nacional Bancaria de Valores or “CNBV”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Registration of the securities described in this prospectus with the Mexican National Securities Registry ( Registro Nacional de Valores or “RNV”) does not imply any certification as to the investment quality of the securities offered pursuant to this prospectus, our solvency, liquidity, credit quality or the accuracy or completeness of the information contained herein, and does not ratify or validate acts or omissions, if any, undertaken in contravention of applicable law. The information set forth in this prospectus or in any other related materials is the sole responsibility of Vista Oil & Gas, S.A.B. de C.V. and has not been reviewed nor authorized by the CNBV. The information set forth in this prospectus will be notified to the CNBV only for informational purposes, which does not imply or represent any certification by such authority with respect to the investment quality of the securities offered pursuant to this prospectus or our solvency liquidity, credit quality or the accuracy or completeness of the information contained herein, and does not ratify or validate acts or omissions, if any, undertaken in contravention of applicable law. This prospectus may not be publicly distributed in Mexico.

We have granted to the international underwriters and the Mexican underwriters options, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of additional series A shares, including series A shares represented by ADSs in the case of the international underwriters, at the public offering prices listed below, less the underwriting discounts and commissions. The international underwriters and Mexican underwriters may exercise these options solely for the purpose of covering over-allotments, if any, made in connection with the global offering, on an independent but coordinated basis.

We are an “emerging growth company” as defined in Section 2(a)(19) of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” and, as such, are allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify. In addition, for as long as we remain an emerging growth company, we will qualify for certain limited exceptions from the Sarbanes-Oxley Act of 2002. See “Risk Factors—Risks Related to the ADSs and the Offering—As a foreign private issuer and an “emerging growth company,” we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.”

Investing in the ADSs involves risks. See “ Risk Factors ” beginning on page 28 of this prospectus.

Per
ADS

Total
per ADS

Per series
A share

Total

Public offering price

US$

Underwriting discounts and commissions ⁽¹⁾

US$

Proceeds, before expenses

US$

⁽¹⁾	See “Underwriting” for a description of the compensation payable to the international underwriters.

The international underwriters expect to deliver the ADSs to purchasers on or about , 20 through the book-entry facilities of the Depository Trust Company, or “DTC.”

Joint Global Coordinators and Joint Bookrunners


Citigroup		Credit Suisse

The date of this prospectus is , 2019

Table of Contents


	Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION		iii
CERTAIN TECHNICAL DEFINED TERMS		xi
FORWARD-LOOKING STATEMENTS		xiii
PROSPECTUS SUMMARY		1
THE GLOBAL OFFERING		11
SUMMARY FINANCIAL AND OPERATING DATA		15
RISK FACTORS		28
USE OF PROCEEDS		75
DIVIDEND POLICY		76
MARKET INFORMATION		77
CAPITALIZATION		84
SELECTED FINANCIAL AND OPERATING DATA		85
UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION		96
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		101
INDUSTRY AND REGULATORY OVERVIEW		134
OUR BUSINESS		165
MANAGEMENT AND CORPORATE GOVERNANCE		200
PRINCIPAL SHAREHOLDERS		211
RELATED PARTY TRANSACTIONS		212
DESCRIPTION OF THE SERIES A SHARES AND BYLAWS		215
DESCRIPTION OF THE AMERICAN DEPOSITARY SHARES		235
TAXATION		244
UNDERWRITING		251
GLOBAL OFFERING EXPENSES		259
LEGAL MATTERS		260
EXPERTS		261
ENFORCEABILITY OF CIVIL LIABILITIES		263
WHERE YOU CAN FIND MORE INFORMATION		265
INDEX TO THE FINANCIAL STATEMENTS		F-1

We have not authorized anyone to provide any information or make any representation about this offering that is different from, or in addition to, that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the international underwriters, or any of our or their affiliates have authorized any other person to provide you with different or additional information. Neither we nor the international underwriters, or any of our or their affiliates are making an offer to sell the series A shares or ADSs in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the series A shares or ADSs. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

We are offering series A shares represented by ADSs, in the United States and countries other than Mexico solely on the basis of the information contained in this prospectus. No offer or sale of the ADSs may be made in Mexico. We are also offering series A shares in Mexico pursuant to a Spanish-language prospectus, prepared in accordance with Mexican law, dated the same date as this prospectus. The Mexican prospectus, which will be

filed with, and approved for public disclosure by, the CNBV, contains information substantially similar to the information contained in this prospectus, except that the Mexican prospectus includes information that is required by Mexican law and which is not material in the context of the global offering. Persons outside of the United States who have come into possession of this prospectus must inform themselves about and observe restrictions relating to the offering of series A shares and ADSs and the distribution of this prospectus outside of the United States.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Definitions

Unless otherwise indicated or the context otherwise requires, (i) the terms “Vista,” “Company,” “we,” “us,” and “our,” when used in the context of (a) following the Initial Business Combination (as defined herein), refer to Vista Oil & Gas, S.A.B. de C.V., a corporation ( sociedad anónima bursátil de capital variable ) organized under the laws of Mexico, and its consolidated subsidiaries, and (b) prior to the Initial Business Combination, refer to the Predecessor Company (as defined herein), (ii) the term “Issuer” refers to Vista exclusive of its subsidiaries, (iii) the term “Vista Argentina” refers to Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.); (iv) the term “PELSA” refers to Petrolera Entre Lomas S.A. (or following the change of its corporate name, Vista Argentina); (v) the term “Vista Holding I” refers to Vista Oil & Gas Holding I, S.A. de C.V.; (vi) the term “Vista Holding II” refers to Vista Oil & Gas Holding II, S.A. de C.V.; (v) the term “APCO International” refers to APCO Oil & Gas S.A.U. (which will be merged into Vista Argentina pursuant to the Argentine Reorganization (as defined herein), see “Prospectus Summary—Corporate Reorganization”); (vi) the term “APCO Argentina” refers to APCO International’s subsidiary APCO Argentina S.A. (which will be merged into Vista Argentina pursuant to the Argentine Reorganization, see “Prospectus Summary—Corporate Reorganization”); (vii) the term “APCO Argentina Branch” refers to APCO Oil and Gas International, Inc. (Argentina Branch), (together with APCO International and APCO Argentina, the “APCO Entities”); and (viii) the term “Predecessor Company” or “Predecessor” refers to PELSA and its subsidiaries, prior to the Initial Business Combination. See “Our Business—Our History.”

References to “series A shares” refer to shares of our series A common stock, no par value, and references to “ADSs” are to American Depositary Shares, each representing one series A share, except where the context requires otherwise.

In addition, the term “Mexico” refers to the United Mexican States, the term “United States” refers to the United States of America, and the term “Argentina” refers to the Argentine Republic. Moreover, the phrase “Mexican government” refers to the federal government of Mexico, the phrase “U.S. government” refers to the federal government of the United States, and the phrase “Argentine government” refers to the federal government of Argentina.

Accounting terms have the definitions set forth under International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”).

Our Company

We are an oil and gas company principally engaged in the business of exploration and production (“E&P”) of oil and gas. We currently concentrate our operations in Argentina and Mexico, where we have participation interests in the following oil and gas concessions as of the date of this prospectus:

Argentina

Neuquina basin : (a) a 100% interest in the exploitation concessions 25 de Mayo-Medanito and Jagüel de los Machos (as operator); (b) a 100% interest in the exploitation concessions Entre Lomas Neuquén and Entre Lomas Río Negro, which we refer to collectively as “Entre Lomas,” and Charco del Palenque and Jarilla Quemada, which we refer to collectively as “Agua Amarga” (as operator); (c) a 100% interest in the unconventional exploitation concessions of Bajada del Palo Oeste and Bajada del Palo Este (as operator); (d) a 55% interest in the exploitation concession Coirón Amargo Norte (as operator); (e) a 10% non-operating interest in the unconventional exploitation concession Coirón Amargo Sur Oeste (“CASO”) (operated by Shell); and (f) a 90% interest in the exploration permit Águila Mora (as operator).

Golfo San Jorge basin : a 16.95% non-operating interest in the exploitation concessions Sur Río Deseado Este (operated by Petrolera Argentina S.A. (“Alianza Petrolera”)).

iii

Noroeste basin : a 1.5% non-operating interest in the exploitation concessions Acambuco (operated by Pan American Energy LLC (Argentine Branch)).

Mexico

Cuenca del Sureste basin : (a) a 50% non-operating interest in the CS-01 exploitation block and (b) a 50% non-operating interest in the A-10 exploitation block, both to be operated by Vista (subject to the approval of the transfer of operatorship by the Mexican National Hydrocarbon Commission ( Comisión Nacional de Hidrocarburos or “CNH”).

Tampico-Misantla basin : a 50% non-operating interest in the TM-01 exploitation block operated by Jaguar.

We are a s ociedad anónima bursátil de capital variable organized under the laws of Mexico. We were originally incorporated in Mexico on March 22, 2017.

Our principal executive offices are located at Calle Volcán No. 150, Floor 5, Colonia Lomas de Chapultepec, Alcaldía Miguel Hidalgo, Mexico City, Zip Code 11000, Mexico. Our telephone number at this location is +52 (55) 4163-9205. Our website is http://www.vistaoilandgas.com. Information contained on, or accessible through, this website is not incorporated by reference in, and will not be considered part of, this prospectus.

The Initial Business Combination

On April 4, 2018, Vista consummated the Initial Business Combination. The term “Initial Business Combination” refers to the following transactions:

(i)

The PELSA Acquisitions . The acquisition from Pampa Energía S.A. (“Pampa”) of:

(a) 58.88% of the capital stock of PELSA, an Argentine corporation that holds a 73.15% direct operating interest in each of the Entre Lomas, Bajada del Palo and Agua Amarga oil exploitation concessions located in the Neuquina Basin in the provinces of Neuquén and Río Negro, Argentina (the “EL-AA-BP Concessions”);

(b) a 3.85% direct interest in the EL-AA-BP Concessions; and

(c) a 100% direct interest in the 25 de Mayo-Medanito SE (“25 de Mayo-Medanito”) and Jagüel de los Machos (“JDM”) oil exploitation concessions located in the Neuquina Basin in the Province of Río Negro, Argentina, which were acquired by PELSA on the same day.

(ii)

The APCO Acquisitions . The acquisition from Pluspetrol Resources Corporation (“Pluspetrol”) of:

(a) 100% of the capital stock of APCO International; and

(b) 5% of the capital stock of APCO Argentina.

At the time of the Initial Business Combination (i.e., April 4, 2018), APCO International held (a) 39.22% of the capital stock of PELSA; (b) 95% of the capital stock of APCO Argentina; and (c) through APCO Argentina Branch, the following interests:

(1) a 23% interest in each of the EL-AA-BP Concessions operated by PELSA;

(2) a 45% non-operating interest in an assessment block in the Neuquina Basin in the Province of Neuquén, Argentina, denominated “Coirón Amargo Sur Oeste”;

(3) a 55% operating interest in an exploitation concession in the Neuquina Basin in the Province of Neuquén, Argentina, denominated “Coirón Amargo Norte”;

(4) a 1.5% non-operating interest in an exploitation concession in the Noroeste Basin in the Province of Salta, Argentina, denominated “Acambuco”;

(5) a 16.95% non-operating interest in an exploitation concession in the Golfo San Jorge Basin in the Province of Santa Cruz, Argentina, denominated “Sur Río Deseado Este”; and

(6) a 44% non-operating interest in an exploration agreement relating to Sur Río Deseado Este.

At the time of the Initial Business Combination, APCO Argentina held a 1.58% equity interest in PELSA, which, together with (a) the 39.22% equity interest in PELSA held through APCO International, (b) the 58.88% equity interest held directly by the Company as described in (i)(a) above, and (c) the 0.32% equity interest directly acquired on April 25, 2018 by Vista Holding I from PELSA’s minority shareholders, accounted for 100% of the capital stock of PELSA that we hold as of the date of this prospectus.

For more information on the Initial Business Combination, see “Our Business—Our History.”

Emerging Growth Company Status

We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth Company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth Company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth Company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. However, we have elected to “opt out” of this provision that would have allowed us to take advantage of an extended transition period and, as a result, we will comply with new or revised accounting standards as required. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth Company, see “Risk Factors—Risks Related to the ADSs and the Offering—As a foreign private issuer and an ‘emerging growth company,’ we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.”

Financial Statements

The financial statements included in this prospectus have been prepared on a historical basis in accordance with IFRS or U.S. GAAP, as described herein.

We were incorporated on March 22, 2017 and commenced our upstream operations with the Initial Business Combination on April 4, 2018.Accordingly, our operating history is limited. We maintain our books and records in U.S. Dollars, which is the presentation currency for our financial statements and also the functional currency of our operations.

PELSA was determined to be the Company’s predecessor, and as a result, PELSA’s historical operations have been presented for the fiscal year ended December 31, 2017 and for the period from January 1, 2018 to April 3, 2018.

PELSA, as the Company’s predecessor, has applied IFRS for the first time as of and for the year ended December 31, 2017 with a transition date as of January 1, 2017. In the preparation of the predecessor financial statements, PELSA has applied all the IFRS that are mandatorily effective in the fiscal year beginning January 1, 2018, in all the periods presented.

For periods up to and including the year ended December 31, 2017, PELSA originally prepared its financial statements in accordance with Argentine GAAP. See Note 2.5 to our Audited Financial Statements (as defined below) for a description of the differences between IFRS and Argentine GAAP applicable to PELSA.

The financial information contained in this prospectus includes:

(i)

the audited consolidated financial statements as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017, of PELSA, as the Company’s predecessor (the “Predecessor 2017 Audited Financial Statements”);

(ii)

the audited consolidated financial statements as of December 31, 2018 and (a) for the period from January 1, 2018 to April 3, 2018, of PELSA, as the Company’s predecessor, and (b) for the period from April 4, 2018 to December 31, 2018, of the Company, as successor (the “Predecessor/Successor 2018 Audited Financial Statements,” and together with the Predecessor 2017 Audited Financial Statements, the “Audited Financial Statements”); and

(iii)

the unaudited condensed consolidated interim financial statements as of March 31, 2019 and December 31, 2018 and for the three-month period ended March 31, 2019 of the Company, as successor and for the three-month period ended March 31, 2018 of PELSA, as the Company’s predecessor (the “1Q 2019 Unaudited Interim Condensed Financial Statements”).

The Audited Financial Statements (which include the Predecessor 2017 Audited Financial Statements and the Predecessor/Successor 2018 Audited Financial Statements) have been prepared in accordance with IFRS and are presented in U.S. Dollars. We prepared our 1Q 2019 Unaudited Interim Condensed Financial Statements in accordance with International Accounting Standard (“IAS”) No. 34, Interim Financial Reporting .

The accounting principles used in the preparation of our 1Q 2019 Unaudited Interim Condensed Financial Statements are the same as with those used in the preparation of our Audited Financial Statements, except (i) for the income tax expense recognition (see Note 2.1 to the 1Q 2019 Unaudited Interim Condensed Financial Statements) and (ii) that effective January 1, 2019, we adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application on January 1, 2019. Under this method, the standard is applied with the cumulative effect of initially applying the standard recognized at the date of initial application. Accordingly, certain comparisons between periods may be affected. See Note 2.2 to our 1Q 2019 Unaudited Interim Condensed Financial Statements. In addition, our 1Q 2019 Unaudited Interim Condensed Financial Statements do not include all the information and disclosures required in our Audited Financial Statements and accordingly should be read in conjunction with them.

As a result of the Initial Business Combination, the financial reporting periods in respect of fiscal year 2018 are presented herein as follows:

•

the “2018 Predecessor Period,” which refers to the period from January 1, 2018 to April 3, 2018 and includes the consolidated results of operations of the Predecessor Company; and

•

the “2018 Successor Period,” which refers to the period from April 4, 2018 to December 31, 2018 and includes the consolidated results of operations of Vista, as the successor company.

The comparability of our results of operations is affected by the consummation of the Initial Business Combination and purchase accounting. As a result of the predecessor treatment given to PELSA, our results of operations for periods prior to the Initial Business Combination do not include the results of the APCO Entities, JDM and 25 de Mayo-Medanito, and therefore are not comparable to our results for periods after the consummation of the Initial Business Combination. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Note Regarding Comparability of Our Results of Operations.”

Public Company in Mexico

Because we are a public company in Mexico, investors can access our historical financial statements published in Spanish on the Mexican Stock Exchange’s ( Bolsa Mexicana de Valores, S.A.B. de C.V. ), the CNBV’s ( Comisión Nacional Bancaria y de Valores ) and our websites at www.bmv.com.mx, www.gob.mx/cnbv and www.vistaoilandgas.com, respectively. The information found on the Mexican Stock Exchange’s, the CNBV’s and our websites is not a part of this prospectus. Pursuant to the General Regulations Applicable to Issuers and Other Market Participants ( Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores ), as amended, issued by the CNBV, we are not required to treat PELSA as our predecessor company in the preparation of our historical financial statements. The historical financial statements and other financial information filed with the CNBV and the Mexican Stock Exchange are not prepared and presented with the financial information of PELSA as predecessor.

Our financial statements and other financial information for periods ending after January 1, 2019 to be made available on the Mexican Stock Exchange’s and the CNBV’s websites will be prepared and presented substantially in the same manner as the financial information included in this prospectus for the 2018 Successor Period.

Supplemental Financial Statements

On April 4, 2018 we acquired through direct acquisitions the APCO Entities from Pluspetrol and PELSA acquired the 25 de Mayo-Medanito and JDM oil properties from Pampa.

We include in this prospectus the financial statements of APCO Argentina Branch, the branch of APCO International in Argentina, in lieu of the financial statements of APCO International, which would otherwise be required to be presented under Rule 3-05 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Note 31.3 to the Audited Financial Statements for more information on the assets and liabilities related to the acquisition of APCO International. We believe that APCO International’s pre-acquisition financial statements would not provide investors with any material information or financial trends related to the assets, liabilities or revenues of the three APCO Entities that would not otherwise appear in the historical financial statements of APCO Argentina Branch and/or our Audited Financial Statements, and substantially all of APCO International’s assets and liabilities are either eliminated in the consolidation process, not part of the Initial Business Combination (i.e., APCO Austral S.A., a wholly-owned subsidiary of APCO International, which was transferred by Pluspetrol on March 19, 2018, shortly prior to the consummation of the Initial Business Combination) or otherwise eliminated or subsumed in the purchase accounting recorded by the Company. For further information on these acquisitions, see “Our Business—Our History—The Initial Business Combination.”

The following are the supplemental financial statements (collectively, the “Supplemental Financial Statements”) included elsewhere in this prospectus:

(i)

(a) the audited pre-acquisition financial statements of APCO Argentina Branch as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 and (b) the audited pre-acquisition financial statements of APCO Argentina Branch as of April 3, 2018 and for the period from January 1, 2018 to April 3, 2018, prepared under IFRS; and

(ii)

(a) the audited combined abbreviated pre-acquisition statements of revenues and direct operating expenses of JDM and 25 de Mayo-Medanito oil & gas properties for the year ended December 31, 2017 and (b) the audited combined abbreviated pre-acquisition statements of revenues and direct operating expenses of JDM and 25 de Mayo-Medanito oil & gas properties for the period from January 1, 2018 to April 3, 2018, prepared under U.S. GAAP.

The Supplemental Financial Statements are presented in U.S. Dollars.

vii

Pro Forma Financial Information

This prospectus includes unaudited pro forma financial information for the year ended December 31, 2018. The unaudited pro forma condensed statements of income have been prepared to give pro forma effect to the Initial Business Combination as if such acquisitions had occurred on January 1, 2018. The pro forma adjustments, which are based on currently available information and certain assumptions that we believe are reasonable, have been applied to the financial information included in the Predecessor/Successor 2018 Audited Financial Statements. Assumptions underlying the pro forma adjustments are described in the notes accompanying the unaudited pro forma financial information and should be read in conjunction with such unaudited pro forma financial information. The unaudited pro forma financial information is being furnished solely for informational purposes and is not necessarily indicative of the results of operations that we might have achieved for the periods indicated had the Initial Business Combination been completed for the period presented, and should not be taken as representative of our future results of operations. The unaudited condensed pro forma financial information should be read in conjunction with the information contained in “Summary Financial and Operating Data,” “Selected Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Audited Financial Statements and the Supplemental Financial Statements included elsewhere in this prospectus.

Non-IFRS Financial Measures

In this prospectus, we present Net Debt, Adjusted EBITDA and Adjusted EBITDA Margin, which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with IFRS in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

We define Adjusted EBITDA as (loss) / profit for the year / period plus income tax expense, financial results, net, depreciation, depletion and amortization, transaction costs related to business combinations, restructuring expenses and impairment (recovery) of property, plant and equipment. We believe that the nature of the restructuring costs was such that they are not reasonably likely to recur within two years as they are mainly related to permanent reductions in our workforce derived from our business combinations, and that restructuring costs and transaction expenses are not normal, recurring operating expenses. We believe that by excluding restructuring costs and transaction costs related to business combinations, supplemental information is provided for our management and investors to analyze our core operating performance on a consistent basis from period to period. In addition, the impairment (recovery) of property, plant and equipment was excluded from the determination of our Adjusted EBITDA because it corresponds to an adjustment to the valuation of our fixed assets which charge is similar in nature to the depreciation of property, plant and equipment. This metric allows management and investors to analyze our operating performance on a consistent basis from period to period. In this regard, we note that the elimination of these costs and expenses does not result in a reduction of operating expenses necessary to conduct our business. In light of the foregoing factors, our management excludes restructuring expenses, transaction costs from business combinations and impairment (recovery) of property, plant and equipment from our Adjusted EBITDA to facilitate reviews of operational performance and as a basis for strategic planning. Our management believes that excluding such items will allow investors to supplement their understanding of our short-term and long-term financial trends.

We define Net Debt as current and non-current borrowings minus cash, bank balances and other short-term investments. We define Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers.

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We present Adjusted EBITDA, Adjusted EBITDA Margin and Net Debt because we believe they provide investors with supplemental measures of the financial condition and performance of our core operations that facilitate period to period comparisons on a consistent basis. Our management uses Net Debt, Adjusted EBITDA and Adjusted EBITDA Margin, among other measures, for internal planning and performance measurement purposes. Net debt, Adjusted EBITDA and Adjusted EBITDA Margin are not measures of liquidity or operating performance under IFRS and should not be construed as alternatives to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS). Net Debt, Adjusted EBITDA and Adjusted EBITDA Margin, as calculated by us, may not be comparable to similarly titled measures reported by other companies. For a reconciliation of Net Debt, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable IFRS financial measure, see “Selected Financial and Operating Data.”

We have also included pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin to show the pro forma effect to Initial Business Combination over our Adjusted EBITDA and Adjusted EBITDA Margin. We present pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin because we believe they provide investors with supplemental measures of the financial performance of our core operations that facilitates period-to-period comparisons of our pro forma results on a consistent basis. We define pro forma Adjusted EBITDA as pro forma (loss) / profit for the year / period plus pro forma income tax expense, pro forma financial results, net, pro forma depreciation, depletion and amortization, pro forma restructuring expenses and pro forma impairment loss of property, plant and equipment. We define pro forma Adjusted EBITDA Margin as the ratio of pro forma Adjusted EBITDA to pro forma revenue from contracts with customers. Pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin are derived from the unaudited pro forma financial information included elsewhere in this prospectus. See “Unaudited Condensed Pro Forma Financial Information.” For a reconciliation of pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin, to the most directly comparable IFRS financial measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”

Presentation of Currencies and Rounding

All references to “$,” “US$,” “U.S. Dollars” and “Dollars” are to U.S. dollars, the lawful currency of the United States of America, references to “Mexican Pesos” and “Ps.” are to Mexican pesos, the lawful currency of Mexico and “ARS,” “Argentine Pesos” and “AR$” are to Argentine pesos, the lawful currency of Argentina. The Audited Financial Statements, the 1Q 2019 Unaudited Interim Condensed Financial Statements and the Supplemental Financial Statements are presented in U.S. Dollars.

Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Market and Industry Data

This prospectus includes market share, ranking, industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, including Wood Mackenzie Ltd. (“Wood Mackenzie”), but there can be no assurance as to the accuracy or completeness of included information.

We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. We believe data regarding the size of our markets and market share are inherently imprecise, but generally indicate size and position and market share within our markets. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section titled “Risk Factors.”

Presentation of Oil and Gas Information

The Company’s Oil and Gas Reserves Information

The information included in this prospectus regarding estimated quantities of proved reserves is derived from estimates of the proved reserves as of December 31, 2018. The proved reserves estimates are derived from the report dated February 13, 2019 (the “2018 Reserves Report”) prepared by Gaffney, Cline & Associates, Inc. (“GCA”), independent reserves engineers, included as an exhibit to the registration statement of which this prospectus forms a part. The 2018 Reserves Report was prepared by GCA for us, based on information provided by us and presents an appraisal as of December 31, 2018 of oil and gas reserves located in the Entre Lomas, Bajada del Palo Oeste, Bajada del Palo Este, Agua Amarga, Coirón Amargo Norte, Águila Mora, Coirón Amargo Sur Oeste, Acambuco, Jagüel de los Machos, 25 de Mayo-Medanito blocks in Argentina, all of which were acquired by us pursuant to the Initial Business Combination.

Argentina and Mexico Oil and Gas Reserves Information

The information included in the “Industry and Regulatory Overview” section of this prospectus regarding Argentina’s and Mexico’s proved reserves has been prepared based on official and publicly available information of the Argentine Secretariat of Energy and Mexico’s National Hydrocarbon Commission. References to the “proved reserves” of Argentina and Mexico follow the definition of “proved reserves” as set forth in the guidelines published by the Argentine Secretariat of Energy and Mexico’s National Hydrocarbon Commission, as applicable. However, the information regarding Vista’s proved reserves included elsewhere in this prospectus has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the Society of Petroleum Engineers’ Petroleum Resources Management System, which may differ from the relevant guidelines published by the Argentine and Mexican authorities. For more information, see “Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina” and “Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico—Reserves and Resources Certification in Mexico.”

CERTAIN TECHNICAL DEFINED TERMS

“ Argentine Secretariat of Energy ” or “ ME&M ” means the current Argentine Secretaría de Gobierno de Energía under the supervision of the Ministry of Treasury (the Argentine Ministerio de Hacienda ), and/or any of its predecessors (the Argentine Ministry of Energy and the Argentine Ministry of Energy and Mining), and/or any other Argentine federal governmental agency that is in charge of enforcing the Hydrocarbons Law in the future, as applicable.

“ BCRA ” means the Argentine Central Bank (“ Banco Central de la República Argentina ”).

“ CNH ” means the Mexican National Hydrocarbon Commission ( Comisión Nacional de Hidrocarburos ).

“ CNG ” means compressed natural gas.

“ EIA ” means the U.S. Energy Information Administration.

“ LNG ” means liquefied natural gas.

“ LPG ” means liquefied petroleum gas (includes butane and propane).

“ Management Team ” means the Company’s management team that is comprised of Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov, and following the Initial Business Combination (i.e., April 4, 2018), Gaston Remy. As such term is used in this prospectus, our Management Team does not include our General Counsel, Javier Rodríguez Galli.

“ MMBtu ” means million British thermal units.

“ NGL ” means natural gas liquids.

“ production ” when used with respect to (i) our gas production, it excludes flared gas, injected gas and gas consumed in our operations and (ii) our NGL production, consists only of LPG.

“ Proved developed reserves ” means those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods.

“ Proved reserves ” means those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of “proved oil and natural gas reserves,” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(22).

“ Proved undeveloped reserves ” means those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects. For a complete definition of “proved undeveloped oil and natural gas reserves,” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(31).

Measurements, Oil and Natural Gas Terms and Other Data

In this prospectus, we use the following measurements:

•

“m” or “meter” means one meter, which equals approximately 3.28084 feet;

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“km” means one kilometer, which equals approximately 0.621371 miles;

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“km ² ” means one square kilometer, which equals approximately 247.1 acres;

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“m ³ ” means one cubic meter;

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“bbl” “bo,” or “barrel of oil” means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters;

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“boe” means one barrel of oil equivalent, which equals approximately 160.2167 cubic meters, determined using the ratio of 5,615 cubic feet of natural gas to one barrel of oil;

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“cf” means one cubic foot;

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“M,” when used before bbl, bo, boe or cf, means one thousand bbl, bo, boe or cf, respectively;

•

“MM,” when used before bbl, bo, boe or cf, means one million bbl, bo, boe or cf, respectively;

•

“Bn,” when used before bbl, bo, boe or cf, means one billion bbl, bo, boe or cf, respectively;

•

“T,” when used before bbl, bo, boe or cf, means one trillion bbl, bo, boe or cf, respectively;

•

“/d,” or “pd” when used after bbl, bo, boe or cf, means per day; and

•

“sxs” means sand bags of 100 pounds.

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FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements” concerning the future, mainly under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” The words such as “believes,” “expects,” “anticipates,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions are included with the intention of identifying statements about the future. We have based these forward-looking statements on numerous assumptions, including our current beliefs, expectations and projections about present and future events and financial trends affecting our business. These expectations and projections are subject to significant known and unknown risks and uncertainties which may cause our actual results, performance or achievements, or industry results, to be materially different from any expected or projected results, performance or achievements expressed or implied by such forward-looking statements. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results, performance or achievements to differ materially from those expressed or implied in our forward-looking statements, including, among other things:

•

uncertainties relating to future government concessions and exploration permits;

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adverse outcomes in litigation that may arise in the future;

•

general political, economic, social, demographic and business conditions in Argentina, Mexico, in other countries in which we operate;

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uncertainties relating to future election results in Argentina and Mexico, particularly presidential elections in Argentina and congressional elections in Mexico;

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changes in law, rules, regulations and interpretations and enforcements thereto applicable to the Argentine and Mexican energy sectors, including changes to the regulatory environment in which we operate and changes to programs established to promote investments in the energy industry;

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any unexpected increases in financing costs or an inability to obtain financing and/or additional capital pursuant to attractive terms;

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any changes in the capital markets in general that may affect the policies or attitude in Argentina and/or Mexico, and/or Argentine and Mexican companies with respect to financings extended to or investments made in Argentina and Mexico or Argentine and Mexican companies;

•

fines or other penalties and claims by the authorities and/or customers;

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any future restrictions on the ability to exchange Mexican or Argentine Pesos into foreign currencies or to transfer funds abroad;

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the revocation or amendment of our respective concession agreements by the granting authority;

•

our ability to implement our capital expenditures plans or business strategy, including our ability to obtain financing when necessary and on reasonable terms;

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government intervention, including measures that result in changes to the Argentine and Mexican, labor markets, exchange markets or tax systems;

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continued and/or higher rates of inflation and fluctuations in exchange rates, including the devaluation of the Mexican Peso or Argentine Peso;

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any force majeure events, or fluctuations or reductions in the value of Argentine public debt;

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changes to the demand for energy;

•

environmental, health and safety regulations and industry standards that are becoming more stringent;

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energy markets, including the timing and extent of changes and volatility in commodity prices, and the impact of any protracted or material reduction in oil prices from historical averages;

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•

changes in the regulation of the energy and oil and gas sector in Argentina and Mexico, and throughout Latin America;

•

our relationship with our employees and our ability to retain key members of our senior management and key technical employees;

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the ability of our directors and officers to identify an adequate number of potential acquisition opportunities;

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our expectations with respect to the performance of our recently acquired businesses;

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our expectations for future production, costs and crude oil prices used in our projections;

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increased market competition in the energy sectors in Argentina and Mexico;

•

potential changes in regulation and free trade agreements as a result of U.S., Mexican or other Latin American political conditions; and

•

additional matters identified in “Risk Factors.”

Forward-looking statements speak only as of the date on which they were made, and we undertake no obligation to release publicly any updates or revisions to any forward-looking statements contained herein after we distribute this prospectus because of new information, future events or other factors. In light of these limitations, undue reliance should not be placed on forward-looking statements contained in this prospectus.

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PROSPECTUS SUMMARY

This summary highlights certain relevant information included elsewhere in this prospectus. This summary does not purport to be complete and may not contain all of the information that is important or relevant to you. Before investing in our series A shares or the ADSs, you should carefully read this entire prospectus, including the Audited Financial Statements, the 1Q 2019 Unaudited Interim Condensed Financial Statements, the Supplemental Financial Statements and the sections entitled “Summary Financial and Operating Data,” “Risk Factors,” “Unaudited Condensed Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus.

Our Company

We are an independent Latin American oil and gas company operating since April 4, 2018. We own high-quality, low-operating cost, high-margin conventional producing assets in Argentina and Mexico, with most of our production and revenues originating in Argentina. In addition, most of our ongoing drilling and workover activities, estimated proved reserves and assets are located in Argentina, including our currently-producing Vaca Muerta wells. Led by an experienced management team, we seek to generate strong returns for our shareholders by leveraging our strong cash flow-producing conventional assets and developing our premier shale acreage in our approximately 134,000 net acres in the Vaca Muerta shale play in Argentina, as well as by increasing the oil recovery factor of the conventional assets we operate in Argentina, which is currently lower than the average 15% recovery factor observed in analogous on-shore fields with a solution gas drive drainage mechanism. Since the beginning of our operations, we increased our net acreage in Vaca Muerta by adding approximately 15,000 net core acres and acquired a 50% participation interest in three on-shore blocks in Mexico.

As of March 31, 2019, we were the sixth largest oil producer in Argentina according to the Argentine Secretariat of Energy. Our average daily production was 25,693 boe/d in the three-month period ended March 31, 2019. Driven by the development of our core shale oil acreage, we target reaching an average daily production of approximately 65,000 boe/d in 2022, representing approximately 28% compounded average growth rate over our average daily production for the three-month period ended March 31, 2019. As of the date of this prospectus, our portfolio of assets includes working interests in 16 hydrocarbons blocks, 13 of which are located in Argentina and 3 in Mexico. We operate ten of those blocks, which represent 99% of our net production. In Argentina, we hold approximately 525,000 net acres, of which we operate 96%.

As of December 31, 2018, our total proved reserves in Argentina were 57.6 MMboe, 94% of which are located in conventional reservoirs and of which approximately 60% consist of oil. We have identified more than 400 potential high-return locations within our core Vaca Muerta development acreage, amounting to an estimated 11-year drilling inventory that we plan to increase through further delineation of our prospective acreage, evaluation of additional stacked landing zones and reduced well spacing.

During our first year of operations, we successfully reversed six years of decline in production from our assets and achieved a 2.2% production growth quarter-over-quarter in the fourth quarter of 2018. In addition, our production growth path accelerated in the first quarter of 2019, when our production grew 3.9% quarter-over-quarter, driven by our unconventional development of shale in Bajada del Palo Oeste and the production in Mexico. At the end of March 2019, we produced more than 29,000 boe/d, compared to approximately 25,000 boe/d at the end of February 2019, as a result of the reversal of conventional production decline, coupled with the strong results of our unconventional development. Our first 4-well pad was tied-in in late February 2019 and took our shale production from zero to a peak of 6,500 boe/d in mid-April 2019, boosted by individual well performance. Since the beginning of our operations, we have significantly reduced operating costs and maximized productivity of our assets with state-of-the-art technology, streamlined service contracts and cost-efficient pay-for-performance contracts.

During 2019, we expect to drill a total of 34 operated wells, including 16 wells to be drilled and connected in our conventional assets and 18 wells in our Bajada del Palo Oeste project in Vaca Muerta (12 of which will be tied-in this year). Our estimated investment in drilling and related facilities in 2019 is approximately US$300 million. With such investment we expect to (i) initiate our sustainable factory development of Bajada del Palo Oeste, (ii) increase average daily production to 29,900 boe/d in 2019 and (iii) continue building the infrastructure to support our targeted average daily production of 65,000 boe/d for 2022.

Our budgeted operating costs relating to our operations for 2019 total approximately US$143 million (13.1 US$/boe of lifting cost), and we estimate an Adjusted EBITDA of US$225 million for 2019, which represents an estimated Adjusted EBITDA Margin of 47%. Estimating Adjusted EBITDA involves risks and uncertainties, many of which are beyond our control. For more information regarding our estimated Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Projected Financial Information” and “Risk Factors—Our financial estimates are based on various assumptions that may not prove to be correct.”

The following map illustrates the location of our concessions in Argentina, except for two non-operated blocks in the Noroeste and Golfo San Jorge basins, as of the date of this prospectus:

LOGO

Our Competitive Strengths

The following are our main competitive strengths:

High-margin conventional assets. Our main conventional assets are the Entre Lomas, Bajada del Palo Oeste, Jagüel de los Machos, 25 de Mayo-Medanito, Bajada del Palo Este, Agua Amarga and Coirón Amargo Norte concessions, all of which are located in Argentina. Our average daily production for the three-month period ended March 31, 2019 was 25,693 boe/d, of which 59% was crude oil, 39% natural gas and the remaining 2% was NGL. We have reduced our average operating cost from US$16.9 per boe during the three-month period ended March 31, 2018 (information corresponding to all assets acquired in the Initial Business Combination) to US$12.0 per boe for the three-month period ended March 31, 2019 by controlling costs with a new contracting model and strong focus on absorbing unconventional production growth with the existing cost base. Maintaining and enhancing these assets provides us with low-risk, high-margin cash flows, allowing us to partially fund the development of our shale oil assets in the Vaca Muerta formation from our own cash flows.

Prime Vaca Muerta shale acreage. We have approximately 134,000 net acres in four blocks located in the Vaca Muerta shale oil formation. We operate three of these blocks, representing 99% of our shale net acreage. These assets are surrounded by blocks in which other operators have conducted successful pilots and are in full field development, including Loma Campana, La Amarga Chica, El Orejano, Bandurria Sur, Cruz de Lorena and Sierras Blancas blocks, with an oil average daily production of 60.5 Mbbl/d in the first quarter of 2019 (representing 79% of the total Vaca Muerta average daily oil production of the period). We believe our exposure to geological and operational risk is reduced as a result of the successful pilots and developments from the surrounding concessions. In addition, the Bajada del Palo Oeste block, where we tied-in our first 4-well pad targeting the Vaca Muerta formation in late February 2019, and which took our shale production from zero to a peak of 6,500 boe/d in mid-April 2019, boosted by strong individual well performance, is adjacent to our existing transportation and treatment facilities, which have sufficient spare capacity to process and deliver our initial shale production to the market, thus supporting our production ramp-up and cash flow generation targets. Given that most of our operated shale acreage is clustered together, we will be able to take advantage of the synergies generated by shared surface facilities, drilling rigs, completion service contracts and operations and maintenance service contracts to lower the development and operating costs of our shale production.

Large inventory of oil-weighted drilling locations supporting sustainable growth. We have a significant inventory of over 400 drilling locations targeting the Vaca Muerta shale oil formation within our core development acreage, which provide us with over 11 years of drilling inventory. Our drilling inventory is currently located in the Bajada del Palo Oeste block and provides attractive production growth and high return opportunities. We believe our performance during the completion of our first 4-well pad, and the resulting production of such wells, confirms the potential of, and our ability to deliver high returns from, this block. We intend to expand our drilling inventory by testing additional stacked pay zones, such as the Upper, Mid and Lower Carbonate, reducing well spacing in the Bajada del Palo Oeste block and further delineating our acreage in the Bajada del Palo Este and Águila Mora blocks. In addition, we are conducting studies aiming to improve the oil recovery factor of the conventional assets we operate in Argentina through in-fill and appraisal drilling and secondary recovery projects given that the oil recovery factor of such assets is lower than the average 15% recovery factor observed in analogous on-shore fields with a solution gas drive drainage mechanism.

High degree of operatorship providing flexibility and maximization of returns. As the operator of most of our assets, our capital expenditures and operating expenses are largely within our control. We adjust our capital expenditures based on the prevailing and anticipated prices of oil and gas and other factors, including the success of our drilling program, and the availability of necessary equipment, infrastructure and capital. We believe that maintaining a high degree of operatorship allows us to maximize returns to our shareholders.

Lean and agile organization . Our employees are organized in a flat and lean organizational structure that we believe facilitates a rapid and effective decision-making process, allowing us to adapt to the continuous changes in the industry and business environment. Our Management Team works closely with our operations, prioritizing shareholders returns while committing to high safety and security standards. We incorporate new technologies in order to automate every-day operations, improve response time and achieve real-time reporting.

Experienced management and professional team. Our Management Team and professional staff has vast experience in executing complex projects worldwide. Our Management Team played a pivotal role in unlocking the Vaca Muerta formation as an economically viable shale play, drilling more than 500 unconventional wells and bringing shale production to 50,000 boe/d from zero in their previous jobs. Our Management Team has significant experience in the development of unconventional reservoirs and also in the implementation of secondary and tertiary recovery projects in mature fields. We believe that the experience of our Management Team and professional staff will be a key factor in successfully exploiting the Vaca Muerta formation.

Our Business Strategy

Our primary business strategy is to increase shareholder value through the implementation of the following priority actions:

Enhance s trong cash flow generation . Enhancing the cash flow generation from our conventional production is a cornerstone of the strategy to fund the development of our shale acreage. We expect that the execution of our Vaca Muerta development plan, supported by the continued focus on maximizing efficiency of our conventional production, will be the main source of cash flow expansion and the main driver of shareholder returns.

Pursue development of our Vaca Muerta acreage. As the only large-scale, commercially developed shale play outside North America, Vaca Muerta has attracted significant investments from international firms such as Chevron, Shell, ExxonMobil, Total, Equinor, Petronas, Schlumberger, Dow, BP and CNOOC. We have defined a high-growth development plan for our Vaca Muerta acreage that includes the drilling of approximately 130 horizontal wells in the Bajada del Palo Oeste block through 2022. Our first 4-well pad development was tied-in in late February 2019 and took the Bajada del Palo Oeste shale production from zero to a peak of 6,500 boe/d in mid-April 2019, boosted by individual well performance. The implementation of the One Team Contracts (as defined below) model, which aligns the interests of key contractors and Vista behind the same goals, by sharing performance and compensation metrics, in conjunction with best practices in terms of logistics, enabled us to achieve outstanding completion results when compared to the basin. We believe that this pad represents a groundbreaking event for us, highlighting Vista’s technical prowess, dedication to efficiency, quality of infrastructure, and capabilities as a premier operator. Our second 4-well pad is currently under development in Bajada del Palo Oeste. We have already drilled all four wells and are currently starting their completions. We expect these wells to be fully operational by the third quarter of 2019. Our full development plan for the Bajada del Palo Oeste block, for which we were granted a 35-year unconventional concession, includes the drilling of over 400 horizontal wells ranging between 2,500 and 3,000 meters in lateral length with three walking drill rigs. We also intend to request a 35-year unconventional concession on the Águila Mora block and start drilling in 2020. Further, in the Bajada del Palo Este block, for which we were also recently granted a 35-year concession for unconventional exploitation, we have committed to the Province of Neuquén to drill and complete five horizontal wells by the end of 2021 with the objective of defining a full field development plan.

professional staff in Vaca Muerta will improve our ability to lower our development and operating costs at a faster pace than other Vaca Muerta operators. We have already implemented a novel field services model, which allows us to maximize efficiency and enhance profitability, and we intend to continue innovating our operating model. In Coirón Amargo Sur Oeste, our first horizontal well, CASO x-1, has been producing since March 2018. Drilled by our partner, Shell, the well achieved an IP30 rate of 902 bbl/d. Three additional wells in CASO were completed in March 2019 and became operational in April 2019.

Our first 4-well pad drilled as an operator in Vaca Muerta was tied-in in February 2019. We landed two wells in La Cocina and two in Organic levels, with an average lateral length of approximately 8,366 lateral feet (2,550 meters), 10 clusters per stage and 34 average frac stages per well. Our plan follows a cube development scheduled to minimize the parent-child effect. The drilling and completion cost of these wells was an average of US$13.8 million (implying a cost of US$1,650 per lateral foot), of which US$7.5 million corresponded to completion costs. The focus and expertise of our team allowed us to achieve 19.3 hours of pumping time in a 24-hours period, fluids of 12,697 m3 and sand of 42,856 sxs, resulting in 8 frac stages in a single day and 5 average frac stages per day. We believe that this performance highlights Vista’s capabilities as a premier operator.

Since our first day of operations, we adopted a sustainable approach to develop our Vaca Muerta acreage, which involves long-term solutions to minimize the development cost and the impact of our operation on the environment. We laid a 22-kilometer flat hose from our water source to temporary frac ponds and used 100% sand boxes to transport and store sand on location, which guaranteed water and sand supply throughout the completion of the first pad. This allowed us to avoid an estimate of 7,500 truck trips, which would have resulted in a more expensive completion cost. The use of sand boxes provides for a more cost-efficient operation and a safer environment for our crews through a significant reduction of silica dust in the air. We also constructed our first early production facility in order to minimize gas flaring and trucking.

Preserve financial flexibility . We intend to maintain a solid balance sheet, with low leverage, through the generation of strong, low-risk cash flows from our conventional and unconventional assets. We seek to develop our Vaca Muerta acreage at a pace that allows us to maintain a sound financial position.

Pursue profitable growth opportunities in Latin America. We believe there are opportunities to acquire accretive assets in the Latin American E&P sector, which is rich in resources, has been historically under-invested and is increasingly open to investors. We recently entered into a joint operating agreement over three hydrocarbons blocks in Mexico, two of which will be operated by us upon approval by the CNH. This provides for an operational platform to continue seeking growth opportunities in Mexico. Our Management Team has substantial operating and management experience in Latin America and is well-qualified to identify attractive growth opportunities. Our long-term growth strategy focuses on developing a geographically diversified portfolio of high-quality conventional and unconventional assets in Latin America, including Argentina, Brazil, Colombia and Mexico.

Our History

We were originally incorporated in Mexico on March 22, 2017. Our Management Team is comprised of Miguel Galuccio, Pablo Vera Pinto, Juan Garoby, Alejandro Cherñacov and, following the Initial Business Combination, Gastón Remy.

The Initial Business Combination

We commenced our operating activities in the E&P business on April 4, 2018, when we consummated our Initial Business Combination and acquired certain assets and interests from Pampa and Pluspetrol.

For more information on the Initial Business Combination, see “Presentation of Financial and Other Information—The Initial Business Combination.”

Farm-in to blocks held by Jaguar

On October 30, 2018, we completed the acquisition of a 50% interest in three blocks held by two Mexican E&P companies, Jaguar Exploración y Producción 2.3, S.A.P.I. de C.V., a company wholly-owned by Jaguar Exploración y Producción de Hidrocarburos, S.A.P.I. de C.V. (“Jaguar”), and Pantera Exploración y Producción 2.2, S.A.P.I. de C.V. (“Pantera”), a company 67% owned by Jaguar and 33% owned by Sun God Energía México, S.A. de C.V., pursuant to an assignment agreement (the “Jaguar JVA”).

As a consequence of this transaction, which was approved by the CNH on October 2, 2018, we hold a 50% working interest in the following blocks:

•

CS-01 (23,517 gross acres) and A-10 (85,829 gross acres), both to be operated by Vista (upon the approval of transfer of operatorship by the CNH), and

•

TM-01 (17,889 gross acres) operated by Jaguar.

Acquisition of Águila Mora

On August 22, 2018, our subsidiary APCO Argentina Branch entered into a cross assignment of rights agreement with O&G Developments Ltd. S.A. (“O&G”), a wholly-owned subsidiary of Shell (the “Águila Mora Swap Agreement”), pursuant to which (i) APCO Argentina Branch assigned to O&G a 35% non-operated working interest in the block Coirón Amargo Sur Oeste, and (ii) O&G assigned to APCO Argentina Branch a 90% operated working interest in the Águila Mora block and agreed to invest US$10 million to upgrade its current water supply infrastructure and serve our operations in the Bajada del Palo block. On November 30, 2018, the Province of Neuquén approved the assignment of the 90% interest in the Águila Mora block to APCO Argentina Branch. As a result of this transaction, we retained a 10% working interest in the Coirón Amargo Sur Oeste block and own a 90% working interest in the Águila Mora block, which we now operate pursuant to the terms of the Águila Mora Swap Agreement. For more information, see “—Our Business—Our Operations—Argentina.”

Corporate Reorganization

Beginning on January 1, 2019, APCO Oil & Gas S.A.U. and APCO Argentina are effectively operating as a consolidated entity under Vista Argentina pending the consummation of a corporate reorganization process whereby we expect to merge APCO Oil & Gas S.A.U. and APCO Argentina by absorption without liquidation into Vista Argentina (the “Argentine Reorganization”) as part of a tax-free reorganization under the terms of the Argentine Income Tax Law. The Argentine Reorganization was approved by the shareholders of the relevant entities. However, its registration before the Argentine Public Registry remains pending as of the date of this prospectus. Upon registration with the Argentine Public Registry, the Argentine Reorganization will be effective as of January 1, 2019.

On October 31, 2018, we completed the re-domiciliation of APCO International from the Cayman Islands to Argentina and changed its name to “APCO Oil & Gas S.A.U.” APCO Oil & Gas S.A.U. continues to operate APCO International’s activity in Argentina and APCO Argentina Branch ceased to exist. Further, as of the date of this prospectus, Vista Holding I, APCO Oil & Gas S.A.U. and APCO Argentina held a 35.21%, 62.29% and 2.5% ownership interest, respectively, in Vista Argentina (formerly PELSA, our predecessor) pursuant to a capital increase on July 20, 2018.

Sale of Series A Shares to Kensington Investments B.V.

On February 12, 2019, we completed the sale to Kensington Investments B.V. (“Kensington”) of 5 million series A shares and 5 million warrants to purchase series A shares for an amount of US$50.0 million and, additionally, 500,000 series A shares for an amount of US$5.0 million. Kensington, a wholly-owned subsidiary of the Abu Dhabi Investment Council, a sovereign wealth fund of the government of the Emirate of Abu Dhabi in the United Arab Emirates, is the sole limited partner of Riverstone Vista Capital Partners, L.P. (“RVCP”). The aforementioned sale was consummated pursuant to a certain forward purchase agreement among Vista and RVCP, that provided for the sale by Vista of certain series A shares and warrants to purchase series A shares to RVCP and its permitted transferees, and a related subscription commitment between Vista and Kensington. At the closing of the aforementioned sale, RVCP instructed Vista to transfer the relevant series A shares and warrants to Kensington.

Recent Developments

Midstream Joint Venture

For more information on Aleph Midstream, see “Our Business—Our Operations—Oil and Natural Gas Reserves Production—Midstream Joint Venture” and “Related Party Transactions—Aleph Midstream.”

Potential OPIC Debt Financing

We are currently negotiating a potential debt financing from the Overseas Private Investment Corporation (“OPIC”), the U.S. government’s development finance agency, the proceeds of which we intend to use to fund capital expenditures relating to our development plan in the Bajada del Palo Oeste block. While the process for obtaining such financing has begun, no assurances can be given that OPIC will approve and grant such financing.

Emerging Growth Company Status

We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth Company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. However, we have elected to “opt out” of this provision that would have allowed us to take advantage of an extended transition period and, as a result, we will comply with new or revised accounting standards as required. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth Company, see “Risk Factors—Risks Related to the ADSs and the Offering—As a foreign private issuer and an “emerging growth company,” we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.”

Corporate Information

The following diagram shows our main subsidiaries and the working interests we have in our concessions as of the date of this prospectus before giving effect to the Argentine Reorganization:

LOGO

⁽¹⁾

On October 31, 2018, the Public Registry of the Autonomous City of Buenos Aim (the “Public Registry”) registered there-domiciliation of .APCO International from Cayman Islands to Argentina and its change of name to “APCO Oil & Gas S.A.U.” As a result, (i) APCO International was registered as an Argentine entity; (ii) APCO Oil & Gas S.A.U. continues APCO International’s activity in Argentina; and (iii) the registration of APCO Argentina Branch before the Public Registry was cancelled on October 31, 2018.

⁽²⁾	Formerly known as Petrolera Entre Lomas S.A. (“PELSA”).

The following diagram shows our main subsidiaries giving effect to the Argentine Reorganization and the completion of this offering:

LOGO

⁽¹⁾	Information as of May 13, 2019. Vista Sponsor Holdings, L.P. and Vista SH, LLC are controlled by David Leuschen and Pierre Lapeyre, who are members of senior management of Riverstone Holdings LLC, a Delaware corporation that operates in the energy sector.

⁽²⁾	Information as of February 13, 2019. Indirectly owned through Kensington Investments B.V., a wholly-owned subsidiary. The Abu Dhabi Investment Council is a sovereign wealth fund of the government of Emirate of Abu Dhabi in the United Arab Emirates.

As of the date of this prospectus, 75,929,000 of our series A shares representing 100% of our outstanding capital stock were publicly traded on the Mexican Stock Exchange. Following the completion of this offering, of our series A shares and ADSs representing 100% of our outstanding capital stock will be publicly traded on the Mexican Stock Exchange and the NYSE.

THE GLOBAL OFFERING

The following is a brief summary of the terms of the global offering. For a more complete description of our series A shares and the ADSs, see “Description of the Series A Shares and Bylaws” and “Description of the American Depositary Shares” in this prospectus.

Issuer

Vista Oil & Gas, S.A.B. de C.V.

The international offering

We are offering series A shares represented by ADSs, through the international underwriters in the United States and other countries outside of Mexico.

The Mexican offering

Concurrently with the international offering, we are offering series A shares, through the Mexican underwriters in a public offering in Mexico authorized by the CNBV.

The global offering

The global offering consists of the international offering and the Mexican offering, totaling series A shares, including series A shares represented by ADSs. The closings of the international offering and the Mexican offering are conditioned upon each other. The number of series A shares represented by ADSs to be offered in the international offering, and the number of series A shares to be offered in the Mexican offering, are subject to reallocation between the offerings.

International Underwriters

Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.

Mexican Underwriters

Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Citibanamex y Casa de Bolsa Credit Suisse (México), S.A. de C.V., Grupo Financiero Credit Suisse (México).

Offering price ranges

We expect the public offering price per ADS to be offered in the international offering will be between US$ and US$ . We expect the public offering price per series A share offered in the Mexican offering will be between US$ and US$ per series A share (equivalent to Ps. and Ps. per series A share, based on the exchange rate of Ps. per US$1.00 reported by the Mexican Central Bank on , 2019).

Shares outstanding after the global offering

Immediately after the global offering, we will have an aggregate of series A shares, including series A shares represented by ADSs, and an aggregate of 2 series C shares, totaling an aggregate of shares outstanding.

Over-allotment option

We have granted to the international underwriters and the Mexican underwriters options, exercisable for 30 days from the date of this prospectus, to purchase up to additional series A shares, including series A shares represented by ADSs in the case of the

international underwriters, at the public offering prices set forth on the cover of this prospectus less the underwriting discounts and commissions. Any series A shares, including series A shares represented by ADSs issued or sold under the options will be issued and sold on the same terms and conditions as the other series A shares, including series A shares represented by ADSs, that are the subject of the global offering. The international underwriters and Mexican underwriters may exercise these options solely for the purpose of covering over-allotments, if any, made in connection with the global offering, on an independent but coordinated basis.

Series A shares

The series A shares are listed on the Mexican Stock Exchange under the symbol “VISTA.”

ADSs

Each ADS represents one series A share. The ADSs will be issued under a deposit agreement among us, The Bank of New York Mellon, as depositary, and the registered holders, indirect holders and beneficial owners from time to time of ADSs issued thereunder.

Use of proceeds

We estimate that the net proceeds that we will receive in the global offering will be U.S.$ million from our sale of series A shares (or US$ million if the international underwriters and Mexican underwriters exercise in full their over-allotment options) in the global offering after deducting the underwriting discount and estimated offering expenses payable by us for a total amount of US$ , based on an offering price per series A share of Ps. and US$ per ADSs, the midpoint of the ranges set forth on the cover of this prospectus.

We currently intend to use the net proceeds from the international offering to fund capital expenditures relating to our development plan, which is focused on developing our shale acreage relating to (x) the Bajada del Palo Oeste block, where we plan to drill horizontal wells and (y) Águila Mora and Bajada del Palo Este blocks, which we will be delineating and subsequently starting their development. See “Use of Proceeds.”

Listing and registry

We have applied to list the ADSs on the New York Stock Exchange under the symbol “VIST.” Our series A shares are listed on the Mexican Stock Exchange under the symbol “VISTA.” We have applied to update the register of the series A shares in the RNV maintained by the CNBV.

Voting rights of ADSs

Holders of ADSs may instruct the depositary to vote the number of deposited series A shares their ADSs represent. See, “Description of the American Depositary Shares—Voting Rights.”

Each series A share will have one vote. Series A shares may be voted as each holder thereof deems appropriate. See “Description of the Series A Shares and Bylaws—Shareholders’ Meetings.”

Ownership limitations

Subject to certain exceptions (including those applicable to transfers or acquisitions or certain other transactions by or among our current shareholders), our bylaws require the approval of our Board of Directors (i) prior to any acquisition of shares resulting directly or indirectly in beneficial ownership of shares representing 10% or more of our outstanding capital stock and (ii) prior to entering into voting agreements or other similar arrangements that result in a change of control in our Company or apply to at least 20% of our outstanding capital stock. The approval of our Board of Directors must be granted or denied within 90 calendar days following notice of the above, so long as our Board of Directors has then received all of the information required to consider and approve such transactions. See ”Description of the Series A Shares and Bylaws—Restrictions on the Transfer of Shares.”

Depositary

The Bank of New York Mellon

Dividends

We have not paid any cash dividends in the past and do not expect to pay any cash dividends on our series A shares for the foreseeable future. We currently intend to retain any additional future earnings to finance our operations and growth. In addition, the terms of our existing indebtedness impose certain restrictions on our ability to pay dividends. See “Risk Factors—Our debt obligations include operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.”

Under Mexican law, we may only pay dividends from retained earnings included in financial statements that have been approved at a general shareholders’ meeting, after all losses from prior fiscal years have been satisfied and after at least 5% of net income (after profit sharing and other deductions required by Mexican law) has been allocated to legal reserves, up to an amount equal to 20% of our paid-in capital stock from time to time.

See “Dividend Policy.”

Taxation

Under current Mexican law, dividends paid to non-Mexican Holders of our series A shares or ADSs would be subject to a 10% withholding income tax. The applicable income tax withholding, would be made by the Mexican broker acting as custodian for our series A shares. Non-Mexican Holders that are U.S. companies that are deemed as U.S. tax residents entitled to U.S.-Mexico Tax Treaty benefits may be subject to a 5% withholding tax rate to the extent they own 10% or more of our voting shares.

Gains on the sale of ADSs by non-Mexican holders are exempt from income tax in Mexico insofar as the transaction is conducted through a recognized stock exchange as defined under Mexican applicable law.

For additional details on the Mexican, United States, and Argentine tax considerations, see “Taxation.”

Lock-up agreement

We and certain of our officers and directors have agreed that, for a period of 180 days from the date of this prospectus and subject to certain exceptions, we will not, without the prior written consent of Citigroup Global Markets Inc., as lock-up release agent, dispose of or hedge any of our series A shares, our series C shares, ADSs, or any securities convertible into or exchangeable for our series A shares, our series C shares or ADSs. Citigroup Global Markets Inc. in its sole discretion, and as lock-up release agent, may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. This agreement is subject to a number of customary exceptions. See “Underwriting.”

Risk factors

See “Risk Factors” beginning on page 28 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our series A shares or the ADSs.

SUMMARY FINANCIAL AND OPERATING DATA

Our summary financial and operating data is qualified by reference to and should be read in conjunction with “Selected Financial and Operating Data,” “Unaudited Condensed Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Audited Financial Statements, the 1Q 2019 Unaudited Interim Condensed Financial Statements and the Supplemental Financial Statements included elsewhere in this prospectus. Our historical results for any prior period do not necessarily indicate results to be expected for any future period.

The summary unaudited condensed consolidated interim financial data as of March 31, 2019 and for the three-month periods ended March 31, 2019 and 2018 has been derived from our 1Q 2019 Unaudited Interim Condensed Financial Statements included in this prospectus.

The summary consolidated financial data for the period from April 4, 2018 to December 31, 2018 (the 2018 Successor Period) and as of December 31, 2018 and for the period from January 1, 2018 to April 3, 2018 (the 2018 Predecessor Period) has been derived from our Audited Financial Statements included in this prospectus.

The summary consolidated financial data for our Predecessor as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 has been derived from the Audited Financial Statements included in this prospectus. Note 2.5 to the Audited Financial Statements contains the details of our transition to IFRS and application of IFRS 1.

The summary consolidated financial data for APCO Argentina Branch has been derived from the audited pre-acquisition financial statements of APCO Argentina Branch as of April 3, 2018 and for the period beginning on January 1, 2018 to April 3, 2018 and the audited pre-acquisition consolidated financial statements as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 included in this prospectus. The auditors’ reports include qualified opinions due to the omission of comparative financial information.

The summary combined financial data for JDM and 25 de Mayo-Medanito has been derived from the abbreviated combined financial statements of revenues and direct operating expenses for the period beginning on January 1, 2018 to April 3, 2018 and the abbreviated combined financial statements of revenues and direct operating expenses for the year ended December 31, 2017 included in this prospectus.

Our results of operations for the 2018 Successor Period are not directly comparable to our results of operations for the 2018 Predecessor Period and for the year ended December 31, 2017, due to the effects of the Initial Business Combination. Similarly, our results of operations for the three-month period ended March 31, 2019 are not directly comparable to our results of operations for the three-month period ended March 31, 2018, due to the effects of the Initial Business Combination. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Note Regarding Comparability of Our Results of Operations.”

In addition, effective January 1, 2019, we adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application on January 1, 2019. Under this method, the standard is applied with the cumulative effect of initially applying the standard recognized at the date of initial application. Accordingly, certain comparisons for the above mentioned new accounting standard and for the recognition of income tax expenses between periods may be affected. See Note 2.2 to our 1Q 2019 Unaudited Condensed Interim Financial Statements.

Under the JOBS Act, emerging growth companies, like Vista, may take advantage of specified reduced financial disclosure requirements. Pursuant to these reduced requirements, we have limited our disclosure in this prospectus to selected financial information of the two most recent fiscal years.

All of the summary financial information included in the following tables is denominated in U.S. Dollars. The financial data that has been derived from our Audited Financial Statements was prepared in accordance with IFRS. The financial data that has been derived from our 1Q 2019 Unaudited Condensed Interim Financial Statements was prepared in accordance with IAS 34. The abbreviated combined financial information relating to JDM and 25 de Mayo-Medanito was prepared in accordance with U.S. GAAP. For further information, see “Presentation of Financial and Other Information—Financial Statements.”

Summary Historical Financial Data

Statements of Financial Position


	Successor						Predecessor
	As of March 31, 2019 Unaudited			As of December 31, 2018			As of December 31, 2017			As of January 1, 2017
	(in thousands of US$, except for shares and per share data)

Assets
Non-current assets
Property, plant and equipment		872,298			820,722			259,229			286,149
Right-of-use assets		8,906			—			—			—
Goodwill		28,484			28,484			—			—
Other intangible assets		31,869			31,600			1,021			1,536
Trade and other receivables		19,748			20,191			297			927
Other financial assets		—			—			—			64

Total non-current assets		961,305			900,997			260,547			288,676

Current assets
Inventories		22,566			18,187			8,215			16,924
Trade and other receivables		90,313			86,050			56,274			40,174
Cash, bank balances and other short-term investments		87,538			80,908			36,835			24,717

Total current assets		200,417			185,145			101,324			81,815

Total assets		1,161,722			1,086,142			361,871			370,491

Shareholders’ equity and liabilities
Shareholders’ equity
Share capital		567,646			513,255			39,239			39,239
Share-based payment reserve		5,265			4,021			—			—
Legal reserve		—			—			7,523			7,523
Voluntary reserve		—			—			385,033			349,248
Accumulated other comprehensive loss		(2,674	)		(2,674	)		(2,800	)		(2,569	)
Accumulated Loss		(48,624	)		(34,946	)		(148,694	)		(120,081	)

Total shareholders’ equity		521,613			479,656			280,301			273,360

Liabilities
Non-current liabilities
Deferred income tax liabilities, net		136,393			133,757			28,840			38,558
Lease liabilities		7,387			—			—			—
Provisions		16,498			16,186			15,902			14,571
Borrowings		279,867			294,415			—			—
Warrants		39,784			23,700			—			—
Employee defined benefits plan obligation, net		3,535			3,302			4,683			4,366
Other taxes and royalties payable		—			—			2			7
Accounts payable and accrued liabilities		1,003			1,008			—			—

Total non-current liabilities		484,467			472,368			49,427			57,502

Current liabilities
Provisions		3,743			4,140			925			1,615
Leases liabilities		2,378			—			—			—
Borrowings		55,351			10,352			—			—
Salaries and social security payable		4,161			6,348			2,540			2,387
Income tax liability		19,468			22,429			1,401			5,454
Other taxes and royalties payable		6,520			6,515			6,287			5,846
Accounts payable and accrued liabilities		64,021			84,334			20,990			24,327

Total current liabilities		155,642			134,118			32,143			39,629

Total liabilities		640,109			606,486			81,570			97,131

Total shareholders’ equity and liabilities		1,161,722			1,086,142			361,871			370,491

Dividends and Shares
Number of shares		75,909,317			70,409,317			95,443,572	⁽¹⁾		95,443,572	⁽¹⁾
Dividends declared		—			—			6,733	⁽²⁾		—
Dividends declared per share		—			—			0.07	⁽²⁾		—

⁽¹⁾	Refers to shares of PELSA, as the Company’s predecessor.

⁽²⁾	Refers to dividends declared by PELSA, as the Company’s predecessor.

Statements of Profit or Loss and Other Comprehensive Income


	Successor			Predecessor			Successor			Predecessor
	For the three-month period ended March 31, 2019 Unaudited			For the three-month period ended March 31, 2018 Unaudited			For the period from April 4, 2018 through December 31, 2018			For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
	(in thousands of US$, except per share data and margins)

Revenue from contracts with customers		93,727			44,463			331,336			44,463			198,075
Cost of sales		(65,713	)		(38,623	)		(212,581	)		(38,623	)		(174,401	)

Gross profit		28,014			5,840			118,755			5,840			23,674

Selling expenses		(5,695	)		(3,091	)		(21,341	)		(3,091	)		(13,264	)
General and administrative expenses		(8,705	)		(1,466	)		(24,202	)		(1,466	)		(6,774	)
Exploration expenses		(126	)		(134	)		(637	)		(134	)		(1,049	)
Other operating income		627			1,240			2,699			1,240			17,802
Other operating expenses		(2,118	)		(135	)		(18,097	)		(135	)		(5,125	)
Impairment Recovery of property, plant and equipment		—			—			—			—			5,290

Operating profit		11,997			2,254			57,177			2,254			20,554

Interest income		75			239			2,532			239			166
Interest expense		(5,817	)		(23	)		(15,746	)		(23	)		(18	)
Other financial results		(14,228	)		(1,159	)		(22,920	)		(1,159	)		(436	)

Financial results, net		(19,970	)		(943	)		(36,134	)		(943	)		(288	)

(Loss)/Profit before income tax		(7,973	)		1,311			21,043			1,311			20,266
Current income tax expense		(3,069	)		(4,615	)		(35,450	)		(4,615	)		(15,956	)
Deferred income (tax expense) benefit		(2,636	)		(3,345	)		(11,975	)		(3,345	)		9,595

Income tax expense		(5,705	)		(7,960	)		(47,425	)		(7,960	)		(6,361	)

Net (Loss) profit for the period/year		(13,678	)		(6,649	)		(26,382	)		(6,649	)		13,905

Other comprehensive income (loss)		—
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans		—			(89	)		(3,565	)		(89	)		(355	)
—Deferred income tax benefit		—			22			891			22			124

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods		—			(67	)		(2,674	)		(67	)		(231	)

Other comprehensive loss for the period/year, net of tax		—			(67	)		(2,674	)		(67	)		(231	)

Total comprehensive (loss) income for the period/year		(13,678	)		(6,716	)		(29,056	)		(6,716	)		13,674
(Losses) Earnings per share attributable to equity holders of the parent		—
Basic—(In U.S. Dollars per share):		(0.19	)		(0.07	)		(0.37	)		(0.07	)		0.14
Diluted—(In U.S. Dollars per share):		(0.19	)		(0.07	)		(0.37	)		(0.07	)		0.14
Other Financial Information
Adjusted EBITDA ⁽¹⁾		37,135			16,966			146,347			16,966			78,541
Adjusted EBITDA margin ⁽²⁾		0.40			0.38			0.44			0.38			0.40

⁽¹⁾

We calculate Adjusted EBITDA as profit (loss) for the period / year plus income tax expense, financial results, net, depreciation, depletion and amortization, transaction costs related to business combinations, restructuring expenses and impairment recovery of property, plant and equipment. We present Adjusted EBITDA because we believe it provides investors with a supplemental measure of the financial performance of our core operations that facilitates period to period comparisons on a consistent basis. Our management uses Adjusted EBITDA, among other measures, for internal planning and performance measurement purposes. Adjusted EBITDA is not a measure of liquidity or operating performance under IFRS and should

not be construed as an alternative to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS). Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies.

⁽²⁾	We calculate Adjusted EBITDA margin by dividing Adjusted EBITDA by revenues from contracts with customers.

The following table sets forth the reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin and Net Debt:


	Successor			Predecessor			Successor			Predecessor
	For the three-month period ended March 31, 2019 Unaudited			For the three-month period ended March 31, 2018 Unaudited			For the period from April 4, 2018 to December 31, 2018			For the period from January 1, 2018 to April 3, 2018			For the year ended December 31, 2017
	(in thousands of US$, except margins)

Net (Loss) Profit for the period/year		(13,678	)		(6,649	)		(26,382	)		(6,649	)		13,905
Income tax expense		5,705			7,960			47,425			7,960			6,361
Financial results, net		19,970			943			36,134			943			288
Depreciation, depletion and amortization		24,471			14,712			74,772			14,712			63,277
Transaction costs related to business combinations		—			—			2,380			—			—
Restructuring expenses		667			—			12,018			—			—
Impairment recovery of property, plant and equipment		—			—			—			—			(5,290	)

Adjusted EBITDA		37,135			16,966			146,347			16,966			78,541
Revenue from contracts with customers		93,727			44,463			331,336			44,463			198,075

Adjusted EBITDA margin		0.40			0.38			0.44			0.38			0.40


	Successor
	As of March 31, 2019		As of December 31, 2018
	(in thousands of US$)
Current and non-current borrowings		335,218		304,767
Cash, bank balances and other short term investments		87,538		80,908

Net Debt		247,680		223,859

Summary Unaudited Condensed Pro Forma Financial Data

The following information sets forth our summary pro forma financial data for the year ended December 31, 2018. We have derived the summary pro forma consolidated financial data for the year ended December 31, 2018 from our unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2018. The unaudited pro forma condensed consolidated statements of income have been prepared to give pro forma effect to the Initial Business Combination as if such acquisitions had occurred on January 1, 2018.

The summary pro forma financial data presented below should be read in conjunction with “Unaudited Condensed Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Audited Financial Statements and the Supplemental Financial Statements included elsewhere in this prospectus.

Summary Unaudited Pro Forma Condensed Consolidated Statement of Profit or Loss for the year ended December 31, 2018

(in thousands of US$, except for shares, per share data and margins)


	VISTA (Pro forma Consolidated)
Revenue from contracts with customers		435,656
Cost of sales		(290,103	) ⁽¹⁾

Gross profit		145,553

Selling expenses		(25,342	)
General and administrative expenses		(29,984	)
Exploration expenses		(804	)
Other operating income		9,548
Other operating expenses		(15,891	)
Impairment loss of property, plant and equipment		(435	)

Operating profit		82,645

Interest income		2,899
Interest expense		(26,237	)
Other financial results		(10,673	)

Financial results, net		(34,011	)

Profit before income tax		48,634

Income tax expense		(58,153	)

Loss for the period		(9,520	)

Basic losses per share:		(0.17	)
Diluted losses per share:		(0.17	)
Weighted average shares outstanding (basic)		70,409,317
Weighted average shares outstanding (diluted)		70,409,317
Other Pro Forma Financial Information
Pro Forma Adjusted EBITDA ⁽²⁾		194,958
Pro Forma Adjusted EBITDA margin ⁽³⁾		44.8	%

⁽¹⁾	Includes pro forma operating expenses, pro forma depreciation, depletion and amortization and pro forma royalties by 124,455, 99,343 and 66,583, respectively, net of pro forma crude oil stock fluctuation gain of 278.

⁽²⁾

We calculate pro forma Adjusted EBITDA as pro forma Loss for the year plus pro forma income tax expense, pro forma financial results, net, pro forma depreciation, depletion and amortization, pro forma restructuring expenses and pro forma impairment loss of property, plant and equipment. See “Presentation of Financial and Other Information—Non-IFRS Financial Measurements.”

⁽³⁾	We calculate pro forma Adjusted EBITDA Margin as the ratio of pro forma Adjusted EBITDA to pro forma revenue from contracts with customers. See “Presentation of Financial and Other Information—Non-IFRS Financial Measurements.”

The following table sets forth the reconciliation of pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin:


	For the year ended December 31, 2018
Pro forma loss for the year		(9,520	)
Plus:
Pro forma income tax expense		58,153
Pro forma financial results, net		34,011
Pro forma depreciation, depletion and amortization		99,861
Pro forma restructuring expenses		12,018
Pro forma impairment loss of property, plant and equipment		435

Pro forma Adjusted EBITDA		194,958

Pro forma revenue from contracts with customers		435,656

Pro forma Adjusted EBITDA margin		44.8	%

Summary Historical Reserves and Operating Data

Reserves Data

The following table sets forth summary information about the oil and natural gas reserves of the assets we own in Argentina pursuant to the Reserves Report as of December 31, 2018. The reserves included below were calculated at their respective working interest percentages as of December 31, 2018, including 100% in Entre Lomas, Agua Amarga, Bajada del Palo Oeste and Bajada del Palo Este concessions, 10% in Coirón Amargo Sur Oeste, 55% in Coirón Amargo Norte, 1.5% in Acambuco, 100% in JDM and 100% in 25 de Mayo-Medanito. Royalties payable to provinces have not been deducted from reported volumes given that substantially all of our reserves are currently in Argentina and under Argentine law royalties constitute a production tax payable in cash (and do not give provinces a direct interest in such production to make lifting and sales arrangements independently). We account for royalties as cost of sales.

We believe that our estimates of remaining proved recoverable oil and gas reserve volumes are reasonable and such estimates have been prepared in accordance with the SEC rules and ASC 932, as amended. Accordingly, crude oil prices used to determine proved reserves were the average price during the 12-month period prior to the ending date of the December 31, 2018 and 2017 and January 1, 2017 reports, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such periods. Additionally, since there are no benchmark market natural gas prices available in Argentina, we used average realized gas prices during the year to determine our gas reserves. For more information, see Note 35 of our Audited Financial Statements.

Reserves quantity information for the year ended December 31, 2018


	Total			Total by product
	Total			Argentina						Mexico ⁽⁶⁾
	All products			Crude oil, condensate and NGL (MMbbl) ⁽⁴⁾			Consumption ⁽⁵⁾ plus natural gas sales (MMboe)			Crude oil, condensate and NGL (MMbbl)		Consumption plus natural gas sales (MMboe)
Proved developed and undeveloped reserves in MMboe:
Beginning of year ⁽¹⁾		52.2			32.6			19.6			—		—
Revisions of previous estimates		—			—			—			—		—
Improved recovery		—			—			—			—		—
Purchases of minerals in place		—			—			—			—		—
Extensions and discoveries ⁽²⁾		15.0			7.2			7.8			—		—
Production ⁽ ³⁾		(9.6	)		(5.6	)		(4.0	)		—		—
Sales of minerals in place		—			—			—			—		—
End of year		57.6			34.2			23.4			—		—

⁽¹⁾	Proved technical volumes as of December 31, 2017 are based on the working interest of the entities and assets acquired in the Initial Business Combination.

⁽²⁾

Includes proved reserves from developments carried out by Vista since April 4, 2018 in unconventional concession Coirón Amargo Sur Oeste and the unconventional development in Bajada del Palo Oeste. Also includes development of conventional natural gas reserves in Lotena formation in Bajada del Palo Oeste. Extensions include the additional reserves of crude oil, condensate and natural gas stemming from the 35-year term unconventional exploitation concession granted on December 21, 2018 and expiring in December 2053 in the Bajada del Palo Oeste and Bajada del Palo Este concessions.

⁽³⁾	Includes production of the entities and assets acquired in the Initial Business Combination based on their working interest from January 1, 2018 to April 3, 2018, and Vista’s production based on our working interest from April 4, 2018 to December 31, 2018.

⁽⁴⁾

Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 5.2% and 3.1% of our proved developed and undeveloped reserves as of January 1, 2018 and December 31, 2018, respectively.

⁽⁵⁾	Natural gas consumption represented 27.2% of total natural gas reserves (consumption plus natural gas sales) as of January 1, 2018, and 16.9% as of December 31, 2018.

⁽⁶⁾	Less than 1 MMboe.

Reserves quantity information for the year ended December 31, 2017 ⁽¹⁾


	Total			Total by product
	Total			Argentina						Mexico
	All products			Crude oil, condensate and NGL (MMbbl) ⁽²⁾			Consumption plus natural gas sales (MMboe) ⁽³⁾			Crude oil, condensate and NGL (MMbbl)		Consumption plus natural gas sales (MMboe)
Proved developed and undeveloped reserves in MMboe:
Beginning of year		58.8			39.7			19.1			—		—
Revisions of previous estimates		3.4			(1.2	)		4.6			—		—
Improved recovery		—			—			—			—		—
Purchases of minerals in place		—			—			—			—		—
Extensions and discoveries		—			—			—			—		—
Production		(10.0	)		(5.9	)		(4.1	)		—		—
Sales of minerals in place		—			—			—			—		—
End of year		52.2			32.6			19.6			—		—

⁽¹⁾	Proved technical volumes as of December 31, 2016 and 2017 are based on the working interest of the entities and assets acquired in the Initial Business Combination.

⁽²⁾

Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 4.8% and 5.2% of our proved developed and undeveloped reserves as of January 1, 2017 and December 31, 2017, respectively.

⁽³⁾	Natural gas consumption represented 30.9% of total natural gas reserves (consumption plus natural gas sales) as of January 1, 2017, and 27.2% as of December 31, 2017.

Production Results and Other Operating Data

The following table sets forth summary unaudited information about the oil and natural gas historical production volumes and other relevant operating and financial data of the assets we own in Argentina. The historical production volumes and other relevant operating data included below was calculated at their respective working interest percentages, including 100% working interest in Entre Lomas, Agua Amarga, Bajada del Palo Oeste and Bajada del Palo Este concessions, 10% in Coirón Amargo Sur Oeste, 55% in Coirón Amargo Norte, 1.5% in Acambuco, 100% in JDM and 100% in 25 de Mayo-Medanito, 90% in Águila Mora in each case for the periods indicated. Royalties payable to provinces have not been deducted from our net production amounts given that substantially all of our production is currently in Argentina and under Argentine law royalties constitute a production tax payable in cash (and do not give provinces a direct interest in such production to make lifting and sales arrangements independently). We account for royalties as cost of sales.


	Successor				Predecessor
	Three-month period ended March 31,		Period from April 4 to December 31,		Period from January 1 to April 3,		Year ended December 31,
	2019		2018				2017

Net production volumes ⁽¹⁾ :
Oil (MMbbl)		1.4		4.0		0.5		2.4
Natural Gas (Bncf)		5.0		14.0		2.7		9.8
NGL (MMboe)		0.1		0.2		0.1		0.2
Total (MMboe)		2.3		6.7		1.1		4.4
Average daily net production (boe/d)		25,693		24,425		11,583		12,032
Average realized sales price ⁽²⁾ :
Oil (US$/bbl)		56.7		67.2		60.8		60.7
Natural Gas (US$/MMBtu)		3.7		4.6		4.1		4.5
NGL (US$/bbl)		23.52		34.17		29.74		23.26
Average realized sales price (US$/boe)		40.5		49.3		42.7		45.1
Average unit costs (US$/boe) ⁽³⁾ :
Operating expenses		12.0		12.8		17.6		17.6
Royalties ⁽⁴⁾		6.4		7.5		6.5		6.4
Depreciation, depletion and amortization		10.6		11.1		13.6		13.9
Other data (in thousands of US$)
Operating expenses		27,769		86,245		18,367		77,461
Royalties ⁽⁴⁾		14,799		50,323		6,795		28,163
Depreciation, depletion and amortization		24,471		74,772		14,194		61,211

⁽¹⁾

Measured based on our working interest. There was no production due to others during the applicable periods. Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. Our production of natural gasoline is mixed and sold with our crude oil and condensate production and represents less than 0.05% of our average daily production.

⁽²⁾

For periods ending on or before April 3, 2018 we calculate our average realized sales price per bbl of oil, per MMBtu of natural gas, per ton of NGL and per boe of total production by dividing our total revenue from oil, natural gas, NGL and total production for the relevant period, respectively, by the production of oil, natural gas, NGL and total production in such period, respectively. For subsequent periods, we calculate our average realized sales price (i) per bbl of oil by dividing our total revenue from oil for the period by the volume of oil sold in such period, (ii) per MMBtu of natural gas and per ton of NGL by multiplying the monthly weighted sales price per client by the corresponding volume sold in each month, divided by the total volume sold during the relevant period, and (iii) per boe of total production by dividing our total revenues for the relevant period by our total production in that period.

⁽³⁾

We calculate average unit costs per boe by dividing operating expenses, royalties or depreciation, depletion and amortization for the relevant period, as applicable, by average daily net production multiplied by days in each period (365 days for 2017, 90 days for 2018 Predecessor Period, 275 days for 2018 Successor Period and 90 days for three-month period ended March 31, 2019).

⁽ ⁴ ⁾

Measured based on our working interest. Royalties are applied to the total production of the concessions, and are calculated by applying the applicable royalty rate to the production, after discounting certain expenses in order to bring the value of the cubic meter of crude oil, natural gas and liquefied gas at a price from wellhead.

Summary Financial Data for APCO Argentina Branch (currently APCO Oil & Gas S.A.U.)

Statements of Financial Position


	As of April 3, 2018		As of December 31, 2017		As of January 1, 2017
	(in thousands of US$)
Assets
Non-current assets
Property, plant and equipment		73,741		78,078		85,943
Intangible assets		76		101		124
Trade and other receivables		24		29		130

Total non-current assets		73,841		78,208		86,197

Current assets
Inventories		1,977		1,191		1,213
Other financial assets		—		19		—
Trade and other receivables		14,798		12,266		36,559
Cash and cash equivalents		6,755		7,241		9,033

Total current assets		23,530		20,717		46,805

Total assets		97,371		98,925		133,002


	As of April 3, 2018			As of December 31, 2017			As of January 1, 2017
Head Office account and liabilities
Head Office account
Head Office contributions		14,457			14,457			14,457
Operating account with Head Office		65,156			65,156			89,885
Accumulated losses		(7,704	)		(6,265	)		(6,265	)
Accumulated other comprehensive losses		(880	)		(880	)		(587	)

Total Head Office account		71,029			72,468			97,490

Liabilities
Non-current liabilities
Deferred income tax liabilities, net		5,764			4,358			10,554
Provisions		5,778			5,796			5,116
Employee defined benefits plan obligation, net		1,514			1,473			1,372
Salaries and social security payable		—			—			4

Total non-current liabilities		13,056			11,627			17,046

Current liabilities
Provisions		278			300			232
Borrowings		—			—			3,978
Salaries and social security payable		564			828			776
Income tax liability		4,449			4,390			1,162
Other taxes and royalties payable		1,071			1,081			1,785
Accounts payable and accrued liabilities		6,924			8,231			10,533

Total current liabilities		13,286			14,830			18,466

Total liabilities		26,342			26,457			35,512

Total Head Office account and liabilities		97,371			98,925			133,002

Statements of Profit or Loss and Other Comprehensive Income


	For the period from January 1, 2018 to April 3, 2018			For the year ended December 31, 2017
	(in thousands of US$)
Revenue from contracts with customers		17,690			66,059
Cost of revenues
Crude oil stock fluctuation		786			(22	)
Operating expenses		(6,868	)		(32,261	)
Depreciation, depletion and amortization		(5,614	)		(18,506	)
Royalties		(2,909	)		(11,371	)

Gross profit		3,085			3,899

Selling expenses		(789	)		(3,302	)
General and administrative expenses		(1,154	)		(4,909	)
Exploration expenses		(26	)		(148	)
Impairment of property, plant & equipment		(435	)		(1,080	)
Other operating income		588			5,165
Other operating expenses		—			(69	)

Operating profit / (loss)		1,269			(444	)

Interest income		5			629
Interest expense		(28	)		(811	)
Other financial results		128			3,541

Financial results, net		105			3,359

Profit before income tax		1,374			2,915
Income tax expense		(2,813	)		(3,642	)

Loss for the period/year		(1,439	)		(727	)

Other comprehensive loss
Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans		—			(332	)
—Income Tax benefit		—			39

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods		—			(293	)

Other comprehensive loss for the period/year, net of income tax		—			(293	)

Total comprehensive loss for the period/year		(1,439	)		(1,020	)

Summary Combined Financial Data for JDM and 25 de Mayo-Medanito


	Period from January 1, 2018 to April 3, 2018			Year ended December 31, 2017
	(in thousands of US$)
Revenues		39,796			150,867
Direct operating expenses		(18,213	)		(78,674	)

Revenues in excess of direct operating expenses		21,583			72,193

RISK FACTORS

You should carefully consider the following risk factors in evaluating us and our business before purchasing our series A shares or the ADSs. In particular, you should consider the risks related to an investment in companies operating in Argentina, Mexico and Latin America generally, for which we have included information in these risk factors to the extent that information is publicly available. In general, investing in the securities of issuers whose operations are located in emerging market countries such as Argentina and Mexico involve a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our series A shares or the ADSs may decline and you may lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this prospectus, including the Audited Financial Statements, and the Supplemental Financial Statements and the related notes thereto. You should also carefully review the cautionary statements referred to under “Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in this prospectus .

Risks Related to our Business and Industry

The oil and gas industry is subject to particular operational and economic risks.

Oil and gas E&P activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as production, equipment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields. Our operations may be curtailed, delayed or canceled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failure, abnormally pressured formations, and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases. In addition, we operate in politically sensitive areas where the local population or other stakeholders have interests that from time to time may conflict with our production or development objectives. If these risks materialize, we may suffer substantial operational losses, disruptions to our operations and harm to our reputation. Additionally, if any operational incident occurs that affects local communities and ethnic communities in nearby areas, we will need to incur additional costs and expenses in order to remediate affected areas and to compensate for any damages we may cause. These additional costs may have a negative impact on the profitability of the projects we may decide to undertake. Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient revenues to return a profit after drilling, operating and other costs are considered.

We are exposed to the effects of fluctuations in the international prices of oil and gas.

International oil and gas prices have fluctuated significantly in past years and they will most likely continue fluctuating in the future. For example, during 2015, 2016 and 2017, the reference price of the Brent benchmark has fluctuated significantly, with average prices of US$53.50/bbl, US$45.13/bbl, and US$54.75/bbl for each of those years, respectively. During June 2017, the average price was US$47.55/bbl, and in December 2017 it was US$64.09/bbl. During the year ended December 31, 2018, the average price was US$72.18/bbl. During the three-month period ended March 31, 2019, the average price was US$63.83/bbl.

Factors affecting international prices for crude oil and related oil products include: political developments in crude oil producing regions, particularly the Middle East; the ability of the Organization of Petroleum Exporting Countries (“OPEC”) and other crude oil producing nations to set and maintain crude oil production levels and prices; global and regional supply and demand for crude oil, gas and related products; competition from other energy sources; domestic and foreign government regulations; weather conditions and global and local conflicts or acts of terrorism. Qatar left OPEC on January 1, 2019 and it has increased significantly its natural gas

production capacity in the recent months. We cannot predict how these decisions will influence oil and related oil products prices and we have no control over these factors. Price volatility curtails the ability of industry participants to adopt long-term investment decisions given that returns on investments become unpredictable.

Furthermore, our realized crude oil price depends on several factors such as international crude oil prices, international refining spreads, processing and distribution costs, biofuel prices, exchange currencies, local demand and supply, domestic refining margins, competition, stocks, local taxation, and domestic margins for our products, among others.

A substantial or extended downturn in the international prices of crude oil and its derivatives could have a material adverse effect on our business, operating results, and financial condition, as well as the value of our reserves and the market value of our series A shares or ADSs.

Oil and gas price volatility could harm our investment projects and development plans.

In terms of investments, we budget capital expenditures related to exploration and development by considering, among others, current and expected local and international market prices for our hydrocarbon products.

Substantial or extended declines in international crude oil prices or its derivatives, may have an impact on our investment plans. Also, if crude oil prices in the domestic market drop for an extended period (or if prices for certain products do not match cost increases), this could cause a decline in the economic viability of our drilling projects.

Additionally, significant downturns in the prices of crude oil and its derivatives could force us to incur future impairment expenses, reduce or alter the term of our capital investments, and this could affect our production forecasts in the medium term and our estimate of reserves towards the future.

These factors could also lead to changes to our development plans, which could lead to the loss of proved developed reserves and proved undeveloped reserves and could also adversely affect our ability to improve our hydrocarbon recovery rates, find new reserves, develop unconventional resources and carry out our other capital expenditure plans. In turn, such change in conditions could have an adverse effect on our financial condition and results of operations. Additionally, it could also have an impact on our operating assumptions and estimates and, as a result, affect the recovery value of certain assets.

We are exposed to the effects of fluctuations and regulations in the domestic prices of oil and gas.

Most of our revenue in Argentina and Mexico is derived from sales of crude oil and natural gas. The domestic price of crude oil has fluctuated in the past in such countries not only due to international prices, but also due to local taxation, macroeconomic conditions and refining margins.

Although oil prices in Argentina and Mexico have not perfectly reflected the upward or downward changes in the international price of oil, such fluctuations have had an impact on the local prices for the commercialization of crude oil. In the event that the reference price of the international crude oil falls, and this substantially translates to the local market price of oil, which we cannot control, it could affect the economic viability of our projects, generating a loss of reserves as a result of changes in our development plans, our assumptions and our estimates, and consequently affect the recovery value of certain assets.

Additionally, the prices that we are able to obtain for our hydrocarbon products are also affected by domestic regulations. For example, the Argentine government has adopted a policy geared towards the convergence between domestic prices for crude oil and related products and international benchmark prices for such products. This convergence finally occurred during the second half of 2017. However, after the recent

liberalization of the domestic market, the Argentine government introduced export duties on all products, including crude oil and natural gas exports. In the event that domestic prices for certain products decrease and export limitations remain in place or are imposed, our ability to improve hydrocarbon recovery rates, find new reserves and carry out certain other capital expenditure plans may be adversely affected, which in turn might have an adverse effect on our results of operations.

Also, in the context of fluctuations of the Brent Crude Oil benchmark, exchange rate and biofuel prices, in May 2018 the Argentine Executive Branch, acting through the Argentine Secretariat of Energy, entered into a price stabilization agreement with main refiners in Argentina involving a compensation account in order to stabilize gasoline pump prices in the local market in the short term (the “ Refiners Agreement”). The duration of the Refiners Agreement was set for an eight-month period beginning May 1, 2018. Through this agreement, the top three refiners in Argentina committed themselves not to increase oil prices during the months of May and June of 2018. In exchange, the Argentine Secretariat of Energy undertook the obligation to transfer to the compensating account the accumulated backlog as of the date of execution of the Refiners Agreement (12% over the public selling price of crude oil) and the necessary adjustments resulting from the variations of the costs (crude oil, exchange rate and biofuel prices) not transferred into the prices for May and June of 2018. All of this was calculated based on the fluctuations of the Brent benchmark, exchange rate and biofuel prices. Under the terms of the Refiners Agreement, as of July 2018 and for the period from July to December 2018, the refiners were entitled to determine oil prices if the adjustments made to them based on the variations of the Brent benchmark, exchange rate and biofuel prices were not enough to cover their costs. In case the refiners did not recover cost variations not transferred into the prices during the term of the agreement, the Argentine Executive Branch, through the Argentine Secretariat of Energy, undertakes the obligation to make such recovery effective before March 31, 2019. The Argentine Secretariat of Energy extended the invitation to enter into this agreement to all oil companies in the upstream business. Upstream companies undertook to sell their oil production at certain prices referenced to oil Brent price, with a compensatory mechanism not defined at that time.

Notwithstanding our expectation to substantially maintain our domestic prices with reference to those prevailing in international markets, we cannot assure you that other factors that are also considered in our pricing policy such as those mentioned above, resulting in our local prices not completely reflecting international prices, thus affecting our business, results of operations and financial condition.

Our results of operations may be affected by limitations on our ability to increase oil and gas prices.

In the recent past, as a result of economic, political, and regulatory developments, the prices of crude oil, diesel, and other fuels in Argentina have differed significantly from the international and regional markets, and the ability to increase or maintain such prices to match international standards has been challenged. International prices of crude oil and its derivatives have experienced a significant decline since the second half of 2014.

On January 11, 2017, the Argentine Secretariat of Energy and Argentine producers and refineries signed the “Agreement for the Transition to International Prices of the Argentina Hydrocarbon Industry,” establishing a price schedule in order for the price of the barrel of oil produced in Argentina to track international prices during 2017. This agreement (under which a price determination and review system was established for 2017) was in force until December 31, 2017, but before this date, the aforementioned price convergence was achieved. Therefore ME&M notified the parties to the agreement that, pursuant to its sub-section 9, starting from October 1, 2017, commitments assumed through such agreement would be suspended. As of the date of this prospectus, internal crude and refined fuel market prices in Argentina are determined by supply and demand rules.

However, the recent macroeconomic instability faced by emerging markets and Argentina have impacted the oil and gas sector as well. Between May 2, 2018 and October 1, 2018, the Argentine Peso slid from 20.9 to 38.7 Argentine Pesos per U.S. Dollar according to the U.S. Dollar buying rate published by Banco de la Nación Argentina . The fact that end user domestic prices are set in local currency and upstream companies were therefore

to some extent unable to pass through the devaluation of Argentine currency downstream resulted in lower Dollar-denominated prices. Although the prices of natural gas in Argentina are denominated in U.S. Dollars, the rates paid by regulated end users are denominated in Argentine Pesos. Between May 1, 2018 and October 1, 2018, Brent Crude Oil increased from approximately US$73.1 to US$85.0 per barrel. On September 4, 2018, pursuant to Decree No. 793/2018, the Argentine government introduced export duties of 12% with a cap of 4 Argentine Pesos per U.S. Dollar, thus reducing export parity and affecting crude oil prices in the domestic market. Oil producers have been able to maintain realized prices in U.S. Dollars relatively flat during the second, third and fourth quarters of 2018, but have not been able to capture the upside of the increase in Brent Crude Oil in the second and third quarters of 2018 nor have been affected by its decrease in the fourth quarter of 2018.

In the past, the Mexican government has imposed price controls on the sales of natural gas, NGL, gasoline, diesel, gas oil intended for domestic use, fuel oil and other products. Although as of the date of this prospectus, sales prices of gasoline and diesel are determined by the free market, the Mexican government could impose additional price controls on the domestic market in the future.

We cannot assure you that we will be able to maintain or increase the domestic price for our products, and our inability to do so could adversely affect our operations, cash flows and/or expectations.

Our operations are subject to extensive and changing regulation in the countries in which we operate.

The oil and gas industry is subject to extensive regulation and control by governments in which companies like ours conduct operations, including laws, regulations and rules enacted by federal, state, provincial and local governments. These regulations relate to the award of exploration and development areas, production and export controls, investment requirements, taxation, price controls and environmental aspects, among others. As a result, our business is to a large extent dependent upon regulatory and political conditions prevailing in the countries in which we operate, as described below, and our results of operations may be materially and adversely affected by regulatory and political changes in these countries.

We cannot assure you that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our results of operations. Similarly, we cannot assure you that future government policies will not adversely affect the oil and gas industry.

We also cannot provide assurances that concessions will be extended in the future as a result of the review by the controlling entities regarding the investment plans presented for analysis or that additional requirements to obtain extensions of permits and concessions will not be imposed.

Furthermore, there can be no assurance that regulations or taxes (including royalties) enacted by the provinces or states in which we operate will not conflict with federal law and regulations, and that such taxes or regulations will not adversely affect our results of operations or financial condition.

Argentina

The Argentine hydrocarbons industry is extensively regulated both by federal, provincial, and municipal regulations in matters including the award of exploration permits and exploitation concessions, investment, royalty, price controls, export restrictions and domestic market supply obligations. The Argentine government is further empowered to design and implement federal energy policy, and has used these powers before to establish export restrictions on the free disposition of hydrocarbons and export proceeds and to impose duties on exports, to induce private companies to enter into pricing agreements with the government or, more recently, to impose price agreements among producers and refiners or create fiscal incentive programs to promote increased production. Jurisdictional controversies among the federal government and the provinces are not uncommon. Any such controversies or export restrictions or any other measures imposed by Argentine authorities could have a material adverse effect on our future business, financial condition, results of operations, cash flows and/or prospects and as a consequence, the market value of our series A shares or ADSs may decline.

Mexico

Mexico has developed a new legal framework for the regulation of the energy sector based on a number of constitutional amendments approved by the Mexican Congress in December 2013 and implementing legislation enacted in 2014, including the amendment of certain existing laws in August 2014 and the issuance of new regulations in October 2014. Given the recent creation of this legal framework and the lack of judicial precedents, it is uncertain how it could be interpreted by a court or governmental authority in practice. We therefore cannot predict the manner in which this new legal framework will affect our ability to complete additional acquisitions in Mexico and/or our future business, financial condition, results of operations, cash flows and/or prospects. For example, since the publication of the constitutional amendments relating to the Mexican energy sector in December 2013, a number of Mexican authorities and government-related entities have enacted more than 100 laws, regulations, resolutions, rules, notices and other provisions relating to hydrocarbons, the vast majority of which are intended to regulate the activities of participants in the Mexican energy sector. Additionally, a new president was elected in Mexico, taking office on December 1, 2018. As of the date of this prospectus, the new president’s political party holds an absolute majority in the Chamber of Deputies and in the Mexican senate. We cannot provide any assurances that the Mexican government will construe or enforce these new laws, rules and regulations in the same manner than the former administration and legislative power or that there will not be any material change to the oil and gas legal framework, which could adversely affect our business and prospects in Mexico.

Natural gas subsidies to natural gas producers may be limited or eliminated in the future.

We may benefit in the future from subsidies granted to natural gas producers of unconventional reservoirs in the Neuquina basin. We cannot assure you that any changes or adverse judicial or administrative interpretations of such regimes, will not adversely affect our results of operations. The Argentine government has announced that it will restrict or eliminate such subsidies in the future, although such changes have not been implemented as of the date of this prospectus. The restriction or elimination of such subsidies would negatively affect the selling price of our products and therefore result in a decrease of our revenues.

Oil and gas exploitation concessions, exploration permits and production and exploration contracts are subject to certain conditions and may be revoked or not renewed.

Argentina

Pursuant to the Hydrocarbons Law, oil and gas concessions or permits awarded by the Argentine government are valid for 25-,30- or 35-year periods depending on the type of concession and may be renewed for additional 10-year periods. The power and authority to extend the term of existing and future concessions, permits, and agreements lies with the government of the province where the relevant asset is located (or with the Argentine government in the case of assets located beyond 12 miles from the coast). In order for a concession or permit to be eligible for the extension, its holder must (i) be in compliance with its obligations under the Hydrocarbons Law and with the terms of such concession or permit, including those relating to the payment of taxes and royalties, the contribution of the requisite technology, equipment, and personnel, and the satisfaction of various environmental, investment, and development commitments; (ii) produce hydrocarbons in the area for which the concession was granted; and (iii) submit an investment plan for the development of the relevant areas as requested by the competent authorities at least one year prior to the expiration of the original term of the concession. In addition, holders of concessions who apply for extensions under Law No. 27,007 may be required to pay additional royalties ranging from 3% to 18%. Under the Hydrocarbons Law, failure to meet the aforementioned standards and obligations may result in the imposition of fines, and material violations which remain uncured upon expiration of the relevant cure period may result in the revocation of the concession or permit.

No assurance can be given that our concessions will be renewed in the future by the competent authorities based on the investments plans submitted to that effect, or that such authorities will not impose additional requirements for the renewal of such concessions or permits.

Mexico

Our E&P license contracts are valid for 30 years and may be renewed for up to two additional periods of up to 5 years each, subject to the terms and conditions set out in the respective contracts. The power and authority to extend the term of existing and future contracts lies with the CNH. Under the existing contracts, in order for an E&P license contract to be eligible for an extension, the developer must (i) be in compliance with the terms of such contracts, (ii) submit an amendment proposal to the development plan and (iii) commit to maintain ‘sustained regular production’ throughout each extension.

No assurance can be given that our contracts will be renewed in the future by the CNH based on the investments plans submitted to that effect, that such authority will not impose additional requirements for the renewal of such contracts, or that we will continue to have a good business relationship with the new and future administrations.

Our business requires significant capital investments and maintenance cost.

The oil and natural gas industry is capital-intensive as it requires heavy investments in capital goods. We make and expect to continue to make substantial capital expenditures related to development and acquisition projects and in order to maintain or increase the amount of our hydrocarbon reserves, incurring significant maintenance costs.

We have funded, and we expect that we will continue to fund, our capital expenditures with cash generated by existing operations and the proceeds from this offering; however, our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets. We cannot guarantee that we will be able to maintain our current production levels, generate sufficient cash flow or that we will have access to sufficient borrowing or other financing alternatives to continue our exploration, exploitation and production activities at current or higher levels.

Additionally, the incurrence of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of various factors, including oil and natural gas prices; actual drilling results; the availability of drilling rigs and other services and equipment; and regulatory, technological and competitive developments. We may decrease our actual capital expenditures in response to lower commodity prices, which would negatively impact our ability to increase production.

If our revenues decrease as a result of lower oil and natural gas prices, operating difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to sustain our operations at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash flow generated by our operations are not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to development of our properties. This, in turn, could lead to a decline in production, and could materially and adversely affect our business, financial condition and results of operations, and the market value of our series A shares or ADSs may decline.

Unless we replace our existing oil and gas reserves, the volume of our reserves will decrease over time.

The production of oil and gas deposits decreases as reserves drain with the range of decrease depending on the characteristics of the reserves and the available amount of reserves decreases as reserves are produced and consumed. The future level of oil and gas reserves, as well as the level of production, and therefore of our revenues and cash flows depend on our ability to develop current reserves, and to find or acquire recoverable

reserves to be developed. We may not be able to identify commercially exploitable deposits, complete or produce more oil and gas reserves, and the wells we plan to drill may not result in the discovery or production of oil or natural gas. If we are unable to replenish production, the value of our reserves will decline and our financial condition, results of operations, cash flow and market value of our series A shares and ADSs could be negatively affected.

The oil and gas reserves that we estimate are based on assumptions that could be inaccurate.

The information as of December 31, 2018 regarding our proved reserves, included in this document as estimated quantities of proved reserves is derived from estimates as of December 31, 2018 included in the 2018 Reserves Report prepared by GCA, a third-party expert. Although they are classified as “proved reserves,” the reserve estimates established in the 2018 Reserves Report are based on certain assumptions that could be incorrect. Assumptions made by GCA include oil and gas sale prices determined in accordance with the guidelines established by the SEC, as well as future expenditures and other economic assumptions (including interests, royalties and taxes) as provided by us, in each case as set forth in the 2018 Reserves Report. For more information please refer to the 2018 Reserves Report attached hereto as Exhibit 99.1.

The estimation process begins with an initial review of the assets by geophysicists, geologists and engineers. A reserve coordinator ensures the integrity and impartiality of the estimates through the supervision and support of the technical teams responsible for preparing the reserve estimates. We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserves engineers to ensure the integrity, accuracy and timeliness of data furnished to our independent reserves engineers in their estimation process and who have knowledge of the specific properties under evaluation. Our Chief Operating Officer is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation. Reserve engineering is an objective process to estimate the accumulations in the subsurface but entails a certain degree of uncertainty. Estimates of reserves depend on the quality of the engineering and geology data at the date of estimation and the manner in which it is interpreted.

Many of the factors, assumptions and variables involved in estimating proved reserves are beyond our control and are subject to change over time. Consequently, measures of reserves are not precise and are subject to revision. Any downward revision in our estimated quantities of proved reserves could adversely impact our financial condition and results of operations, and ultimately have a material adverse effect on the market value of our series A shares or ADSs.

In addition, reserve engineering is a subjective process for estimating oil and gas accumulations that cannot be accurately measured, and the estimates of other engineers may differ materially. A number of assumptions and uncertainties are inherent in estimating the amounts that make up the proven reserves of oil and gas, including the projection of production, the time and amount of development expenditures, testing and production after the date of the estimates, the quality of available geological, technical and economic data and its interpretation and judgment, the production performance of reservoirs, developments such as acquisitions and dispositions, new discoveries and extensions of existing fields and the application of improved recovery techniques and the prices of oil and gas, many of which are beyond our control and are subject to change over time. Consequently, measures of reserves are not precise and are subject to revision. Also, the results of drilling, testing, and production after the estimate date may require revisions. The estimate of our oil and gas reserves would be affected if, for example, we were not able to sell the oil and natural gas that we produced. In addition, the estimation of “proved oil and natural gas reserves” based on Argentine Secretariat of Energy Resolution No. 324/2006 and Secretariat of Hydrocarbon Resources Resolution No. 69-E/2016 may differ from the standards required by SEC’s regulations. See “–Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina.”

As a result, reserve estimates could be materially different from the amounts that are ultimately extracted, and if such amounts are significantly lower than the initial reserves estimates it could result in a material adverse effect on our financial performance, operating results and the market value of our series A shares and ADSs.

We may not be able to acquire, develop or exploit new reserves which could adversely affect financial condition and our results of operations.

Our future success largely depends on our ability to produce oil and gas from existing reserves, to discover additional oil and gas reserves, and to economically exploit oil and gas from these reserves. Unless we are successful in our exploration of oil and gas reserves and their development or otherwise acquire additional reserves, our reserves would show a general decline in oil and gas as long as oil and gas production continue. The drilling activities are also subject to numerous risks and may involve unprofitable efforts, not only with respect to dry wells but also with respect to wells that are productive but do not produce enough net income to derive profit after covering drilling costs and other operating costs. The completion of a well does not assure a return on investment or recovery of the costs of excavation, completion and operating costs.

There is no guarantee that our future exploration and development activities will be successful, or that we will be able to implement our capital investment program to acquire additional reserves or that we will be able to economically exploit these reserves. Such events would adversely affect our financial condition and results of operations and the market value of our series A shares and ADSs could decline.

The lack of availability of transport may limit our possibility of increasing hydrocarbon production and may adversely affect our financial condition and results of operations.

Our capacity to exploit our hydrocarbon reserves largely depends upon the availability of transport infrastructure on commercially acceptable terms to transport the produced hydrocarbons to the markets in which they are sold. Typically, oil is transported by pipelines and tankers to refineries, and gas is usually transported by pipeline to customers. The lack of storage infrastructure, or adequate or alternative charge, or available capacity on existing long-range hydrocarbons transportation systems may adversely affect our financial condition and results of operations.

Developments in the oil and gas industry and other factors may result in substantial write-downs of the carrying amount of certain of our assets, which could adversely affect our financial condition and results of operations.

We evaluate on an annual basis, or more frequently where the circumstances require, the carrying amount of our assets for possible impairment. Our impairment tests are performed by a comparison of the carrying amount of an individual asset or a cash- generating unit with its recoverable amount. Whenever the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount.

Changes in the economic, regulatory, business or political environment in Argentina, Mexico or other markets where we operate, such as the liberalization of fuel prices and the significant decline in international crude oil and gas prices in recent years, among other factors, may result in the recognition of impairment charges in certain of our assets.

Exploration and development drilling may not result in commercially productive reserves.

Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain and drilling operations may be curtailed, delayed or canceled, or become costlier, as a result of a variety of factors, including:

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unexpected drilling conditions;

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unexpected pressure or irregularities in formations;

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equipment failures or accidents;

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construction delays;

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fracture stimulation accidents or failures;

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adverse weather conditions;

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restricted access to land for drilling or laying pipelines;

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title defects;

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lack of available gathering, transportation, processing, fractionation, storage, refining or export facilities;

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lack of available capacity on interconnecting transmission pipelines;

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access to, and the cost and availability of, the equipment, services, resources and personnel required to complete our drilling, completion and operating activities; and

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delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements.

Our future drilling activities may not be successful and, if unsuccessful, our proved reserves and production would decline, which could have an adverse effect on our future results of operations and financial condition. While all drilling, whether developmental, extension or exploratory, involves these risks, exploratory and extension drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons. We expect that we will continue to record exploration and abandonment expenses during 2019.

Our operations and drilling activity are concentrated in areas of high industrial activity such as the Neuquina basin in Argentina, which may affect our ability to obtain the personnel, equipment, services, resources and facilities access needed to complete our development activities as planned or result in increased costs; such concentration also makes us vulnerable to risks associated with operating in a limited geographic area.

As of March 31, 2019, most of our producing properties and total estimated proved reserves were geographically concentrated in the Neuquina basin, located in Argentina. A substantial portion of our operations and drilling activity are concentrated in areas in such basins where industry activity is high. As a result, demand for personnel, equipment, power, services and resources may increase in the future, as well as the costs for these items. Any delay or inability to secure the personnel, equipment, power, services and resources could result in oil, NGL and gas production being below our forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on our results of operations, cash flow and profitability.

As a result of this concentration, we may be disproportionately exposed to the impact of delays or interruptions of operations or production in this area caused by external factors such as governmental regulation, state politics, market limitations, water or sand shortages or extreme weather-related conditions.

Our operations are substantially dependent upon the availability of water and our ability to dispose of produced water gathered from drilling and production activities. Restrictions on our ability to obtain water or dispose of produced water may have a material adverse effect on its financial condition, results of operations and cash flows.

Water is an essential component of both the drilling and hydraulic fracturing processes. Limitations or restrictions on our ability to secure sufficient amounts of water (including limitations resulting from natural causes such as drought), could materially and adversely impact our operations. Severe drought conditions can result in local water districts taking steps to restrict the use of water in their jurisdiction for drilling and hydraulic fracturing in order to protect the local water supply. If we are unable to obtain water to use in our operations from local sources, it may need to be obtained from new sources and transported to drilling sites, resulting in increased costs, which could have a material adverse effect on our financial condition, results of operations and cash flows.

Our business plan includes future drilling activities to obtain unconventional oil and gas and if we are not able to acquire and correctly use the necessary new technologies, as well as obtaining financing and/or partners, our business may be affected.

Our ability to execute and carry out our plan depends on our ability to obtain financing at a reasonable cost and in reasonable conditions. We have identified drilling opportunities and prospects for future drilling related to unconventional oil and gas reserves, such as shale oil and gas in the Vaca Muerta play. These drilling locations and prospects represent the most important part of our drilling plans for the future. Our ability to drill and develop these locations depend of several factors, including seasonal conditions, regulatory approvals, negotiations of agreements with third parties, commodity prices, costs, availability of equipment, services and personnel, and drilling results. Further, our identified potential drilling locations are in various stages of evaluation, ranging from locations that are ready to drill to locations that will require substantial additional analysis. We cannot predict in advance of drilling and testing whether any particular drilling location will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. The use of technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in sufficient quantities to be economically viable. Even if sufficient amounts of oil or natural gas exist, we may damage the potentially productive hydrocarbon bearing formation or experience mechanical difficulties while drilling or completing the well, possibly resulting in a reduction in production from the well or abandonment of the well. If we drill additional wells that we identify as dry holes in our current and future drilling locations, our drilling success rate may decline and materially harm our business. Further, initial production rates reported by us or other operators may not be indicative of future or long-term production rates. In addition, the drilling and exploitation of such oil and gas reserves depends on our ability to acquire the necessary technology and hire personnel or other means of support for the extraction, and on obtaining financing and partners to develop such activities. Due to these uncertainties, we cannot provide any guarantee as to the sustainability of these drilling activities, that such drilling activities will eventually result in proved reserves, or that we will be able to meet our expectations of success, which could adversely affect our production levels, financial condition and results of operations.

Climate change legislation or regulations restricting emissions of greenhouse gases (“GHGs”) and legal frameworks promoting an increase in the participation of energies from renewable sources could significantly impact our industry and result in increased operating costs and reduced demand for the oil and natural gas we produce.

In December 1993, Argentina approved the United Nations Framework Convention on Climate Change (“UNFCCC”) by Federal Law No. 24,295. The UNFCCC, which entered into force on March 21, 1994, deals with the stabilization of the GHGs concentrations in the atmosphere at a level that would prevent dangerous anthropogenic interference with the climate system.

On February 16, 2005, the Kyoto Protocol to the UNFCCC (“Protocol”) entered into force. This Protocol, which deals with the reduction of certain GHGs (carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride) in the atmosphere, will be in force until 2020 as a consequence of the ratification of the Doha Amendment to the Protocol.

Argentina approved the Protocol by Federal Law No. 25,438 on June 20, 2001, and the Doha Amendment by Federal Law No. 27,137 on April 29, 2015.

The 2015 United Nations Climate Change Conference adopted by consensus the Paris Agreement. The agreement deals with GHG emission reduction measures, targets to limit global temperature increases and requires countries to review and “represent a progression” in their intended nationally determined contributions, which set emissions reduction goals at least. On October 5, 2016, the threshold for entry into force of the Paris Agreement was achieved. International treaties together with increased public awareness related to climate

change may result in increased regulation to reduce or mitigate GHG emissions. Under Federal Law No. 27,270, dated September 1, 2016, Argentina approved the Paris Agreement.

Furthermore, Argentine Law No. 26,190, as amended and complemented by Law No. 27,191 and its implementing decrees, established a legal framework which promotes an increase in the participation of energies from renewable resources in Argentina’s electrical consumption. All electricity users must contribute to this goal.

Under Law No. 27,191, by December 31, 2017, 8% of the electric energy consumed must come from renewable sources, reaching 20% by December 31, 2025. It sets five stages to achieve the final goal: (i) 8% by December 31, 2017; (ii) 12% by December 31, 2019; (iii) 16% by December 31, 2021; (iv) 18% by December 31, 2023; and (v) 20% by December 31, 2025. It is within this framework that the Argentine government launched the RenovAr programs.

The effects upon the oil industry relating to climate change and the resulting regulations and regimes promoting alternative energy sources may also include declining demand for our products in the long-term. Any long-term material adverse effect on the oil industry could adversely affect the financial and operational aspects of our business, which we cannot predict with certainty at this time.

Compliance with legal and regulatory changes relating to climate change, including those resulting from the implementation of international treaties, may in the future increase our costs to operate and maintain our facilities, install new emission controls on our facilities and administer and manage any GHG emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

The effects upon the oil industry relating to climate change and the resulting regulations may also include declining demand for our products in the long-term. In addition, increased regulation of GHG may create greater incentives for the use of alternative energy sources. Any long-term material adverse effect on the oil industry could adversely affect the financial and operational aspects of our business, which we cannot predict with certainty at this time.

Climate change could impact our operating results and strategy.

Climate change poses new challenges and opportunities for our business. More stringent environmental regulations can result in the imposition of costs associated with GHG emissions, either through environmental agency requirements relating to mitigation initiatives or through other regulatory measures such as GHG emissions taxation and market creation of limitations on GHG emissions that have the potential to increase our operating costs.

The risks associated with climate change could also manifest in difficulties accessing capital due to public image issues with investors; changes in the consumer profile, with reduced consumption of fossil fuels; and energy transitions in the world economy, such as the increased use of electric powered vehicles. These factors could have a negative impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities.

Our operations may pose risks to the environment, and any change in the applicable environmental laws could give rise to an increase in our operating costs.

Some of our operations are subject to environmental risks which could materialize unexpectedly and could have a material adverse impact on our financial condition and results of operations. These include the risk of injury, death, environmental damages and remediation expenses, damages to our equipment, civil liability, and administrative action. There can be no assurance that future environmental issues will not result in cost increases which could lead to a material adverse effect on our financial condition and results of operations.

In addition, we are subject to extensive environmental regulation in Argentina and Mexico. Local authorities in the countries in which we operate could impose new environmental laws and regulations, which could require us to incur increased costs to comply with the new standards. The imposition of more stringent regulatory measures and permit requirements the countries in which we operate could give rise to a material increase in our operating costs.

We cannot predict the overall impact that the enactment of new environmental laws or regulations could have on our financial results, results of operations, and cash flows.

Likewise, activities related to oil and gas are subject to significant economic, environmental and operational risks, some of which are beyond our control, such as risks in terms of production, equipment, and transportation, as well as natural disasters and other uncertainties, including those related to the characteristics of land or marine gas deposits. Our operations may be delayed or canceled as a result of poor climate conditions, mechanical difficulties, delays or lack of supplies in the delivery of equipment, compliance with government regulations, fires, explosions, faults in oil pipelines, abnormal formations, and environmental risks, such as oil spills, gas leaks, ruptures, or release of toxic gases. If these risks materialize, we may suffer from substantial operational losses or disruptions to our operations. Drilling may not be profitable, not only for dry wells, but also for wells that are productive but do not produce enough net returns after drilling.

Adverse climate conditions may adversely affect our results of operations and our ability to conduct drilling operations.

Adverse climate conditions may lead to, among others, cost increases, drilling delays, power outages, production stoppages and difficulties in transporting the oil and gas produced by us. Any decrease in our oil and gas production could have a material adverse effect on our business, financial condition or results of operations.

Conservation measures and technological advances may lead to a decline in the demand for oil.

Fuel conservation measures, the demand for alternative fuels, and advances in fuel-saving and power generation technologies may lead to a decline in the demand for oil. Any change in the demand for oil could have a material adverse effect on our financial condition, results of operations, or cash flows.

Shortages and increases in the cost of drilling rigs and oil and gas-related equipment, supplies, personnel, and services may adversely affect our ability to execute our business and development plans.

The demand for drilling rigs, pipelines and other equipment and supplies, and for qualified personnel with experience with the drilling and completion of wells and in field operations, including geologists, geophysicists, engineers and other professionals, tends to fluctuate significantly, typically along with oil prices, giving rise to temporary shortages.

Our business operations rely heavily on our production facilities.

A material portion of our revenues depends on our principal on-site oil and gas production facilities. While we believe that we maintain adequate insurance coverage and appropriate security measures in respect of such facilities, any material damage to or accident or other disruption at such production facilities could have a material adverse effect on our production capacity, financial condition and results of operations.

Our operations are subject to social risks.

Our activities are subject to social risks, including potential protests of communities surrounding the operations of the corresponding platform. Although we are committed to operating in a socially responsible manner, we may face opposition from local communities regarding current and future projects in the jurisdictions in which we operate and may operate in the future, which could adversely affect our business, the results of operations and our financial performance.

Our industry has become increasingly dependent on digital technologies to carry out daily operations.

As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events have also increased worldwide. The technologies, systems, and networks that we may implement in the future, and those of our service providers may be the object of cyberattacks or failures to the security of information systems, which could lead to interruptions in critical industrial systems, the unauthorized disclosure of confidential or protected information, data corruption, or other interruptions of our operations. In addition, certain cyber incidents, such as the advanced persistent threat, may not be detected for a prolonged period of time. We cannot assure that cyber incidents will not happen in the future and that our operations and/or our financial performance won’t be affected.

Information security risks have generally increased in recent years as a result of the proliferation of new technologies and the increased sophistication and activities of cyber-attacks. We depend on digital technology, including information systems to process financial and operating data, analyze seismic and drilling information and oil and gas reserves estimates. We have increasingly connected equipment and systems to the Internet. Because of the critical nature of their infrastructure and the increased accessibility enabled through connection to the Internet, they may face a heightened risk of cyber-attack. In the event of such an attack, they could have our business operations disrupted, property damaged and customer information stolen, experience substantial loss of revenues, response costs and other financial loss; and be subject to increased litigation and damage to their reputation. A cyber-attack could adversely affect our business, results of operations and financial condition.

Our relationship with federal, provincial and state authorities is important to our business.

Due to the nature of our businesses, we have an extensive relationship with federal, provincial and state authorities in places where we conduct our businesses. Although we believe that we have good relationships with the relevant authorities, these relationships could be adversely affected in the future, which could negatively affect our business and our results of operations. For example, the relevant authorities could reject or delay our current or future term-extensions requests or seek to impose unexpected or disproportionately high upfront fees or significant additional obligations upon us when negotiating our concessions or permits renewals or otherwise. Additionally, our relationship with the new Mexican administration may not be the same as with the prior administration.

The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations and may not meet our expectations for reserves or production.

The results of our horizontal drilling efforts in emerging areas and formations in Argentina such as in the Vaca Muerta formation in the Neuquina basin are generally more uncertain than drilling results in areas that are more developed and have more established production. Because emerging areas and associated target formations have limited or no production history, we are less able to rely on past drilling results in those areas as a basis to predict our future drilling results. In addition, horizontal wells drilled in shale formations, as distinguished from vertical wells, utilize multilateral wells and stacked laterals, which requirements could adversely impact our ability to maximize the efficiency of our horizontal wells related to reservoirs drainage over time. Further, access to adequate gathering systems or pipeline takeaway capacity and the availability of drilling rigs and other services may be more challenging in new or emerging areas. If our drilling results are less than anticipated or we are unable to execute our drilling program because of capital constraints, access to gathering systems and takeaway capacity or otherwise, and/or natural gas and oil prices decline, our investment in these areas may not be as economic as we anticipate, we could incur material write-downs of unevaluated properties and the value of our undeveloped acreage could decline in the future.

Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.

Our operations involve utilizing some of the latest drilling and completion techniques as developed by it and its service providers. Risks that we face while drilling horizontal wells include, but are not limited to, the following:

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landing the wellbore in the desired drilling zone;

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staying in the desired drilling zone while drilling horizontally through the formation;

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running casing the entire length of the wellbore; and

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being able to run tools and other equipment consistently through the horizontal wellbore.

Risks that we face while completing wells include, but are not limited to, the following:

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the ability to fracture-stimulate the planned number of stages;

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the ability to run tools the entire length of the wellbore during completion operations; and

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the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

Holders of our series A shares who sell or transfer series A shares acquired after January 1, 2018 and representing 10% or more of our equity may be subject to Argentine capital gains tax under Argentine tax law.

Under Argentine tax law, non-Argentine residents who sell or transfer shares or other interests in foreign entities acquired after January 1, 2018 may be subject to capital gains tax in Argentina if 30% or more of the market value of the foreign entity is derived from assets located in Argentina and the shares being sold or transferred represent 10% or more of the equity interests of such foreign entity. Therefore, any non-Argentine holder of our series A shares who sell or transfer series A shares acquired after January 1, 2018 representing 10% or more of our equity interests would be subject to the Argentine capital gains tax.

Risks Related to our Company

Our limited operating history as a consolidated company and recent acquisitions may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects.

Our limited operating history as a consolidated company and recent acquisitions may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects. We had no substantial operations prior to the consummation of the Initial Business Combination, and experienced rapid and significant expansion thereafter. Because the historical and pro forma financial information included elsewhere in this prospectus may not be representative of our results as a consolidated company, investors may have limited financial information on which to evaluate us and their investment decision. In addition, our results of operations for the 2018 Successor Period are not directly comparable to our results of operations for the 2018 Predecessor Period and for the year ended December 31, 2017, due to the effects of the Initial Business Combination. Similarly, our results of operations for the three-month period ended March 31, 2019 are not directly comparable to our results of operations for the three-month period ended March 31, 2018, due to the effects of the Initial Business Combination. Any statistical or operating data included in this prospectus, as it relates to the Predecessor Company prior to the consummation of the Initial Business Combination, is based on data provided to us by the APCO Entities, Pampa Energía and PELSA. We believe it is reliable, but it does not form part of our consolidated operating history. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Note Regarding Comparability of Our Results of Operations.”

The historical financial information in this prospectus may not be indicative of future results.

Our periodic operating results could fluctuate for many reasons, including many of the risks described in this section, which are beyond our control. Therefore, our past results of operations are not indicative of our

future results of operations. Additionally, we believe that the experience of our Management Team constitutes a differentiated source of competitive strength for us. However, the experience of our Management Team in the past (whether in Vista or in other companies) may not be indicative of our future results of operations. For more information regarding our historical condensed consolidated financial information, see “Presentation of Financial and Other Information,” “Selected Financial and Operating Data” and the Audited Financial Statements and the Supplemental Financial Statements included elsewhere in this prospectus.

The imposition of export duties and other taxes have adversely affected the oil and gas industry in Argentina and could adversely affect our results in the future.

In 2002, the Argentine government imposed duties on oil exports at a rate of 20% for crude oil and 5% for liquid petroleum gas products initially for a five-year term. Exportation rights were extended in 2006 by Law No. 26.217 and again in 2011 by Law No. 26.732, for five more years. Since 2002, the rates have been progressively increasing. In November 2007, the Ministry of Economy and Production, through Resolution No. 394/2007, increased the export duties for oil and other refined products and established that when the international reference price (West Texas Intermediate or “WTI”) exceeded the reference price, set at US$60.90/bbl, producers would be allowed to charge US$42/barrel, and the rest would be retained by the Argentine government as an export tax. If the international price of WTI was lower than the reference price but exceeded US$45/bbl, a retention rate of 45% would be applied. If the mentioned price was lower than US$45/bbl, the Argentine government would determine the applicable export tax within a period of 90 business days.

In May 2004, Resolution No. 645/2004 of the Ministry of Economy and Production established an export duty on natural gas and NGL at a rate of 20%. The export duty on natural gas was again increased in July 2006 to 45% and the Customs General Administration was instructed to apply the price set by the Framework Agreement between Argentina and Bolivia as the base price to apply the tax, regardless of the sales price.

Resolution No. 127/2008 of the Ministry of Economy and Production increased export duties on natural gas from 45% to 100% and established a valuation basis for its calculation as the highest price established by any Argentine importer agreement for the import of natural gas (leaving behind the previously applicable price reference set by the Framework Agreement between Argentina and Bolivia).

Resolution No. 1077/14, which repealed Resolution No. 394/2007 and became effective on January 1, 2015, established a 1% withholding rate if the international price of crude oil was less than US$71/bbl and a withholding rate based on a preset formula if the international price of crude oil was equal to or exceeded US$71/bbl.

With respect to liquid petroleum gas products (including butane, propane, and their mixtures), Resolution No. 36/2015 modified the formula to calculate the export duty as of April 1, 2015, which in some cases generated an increase in commercial prices in the local market.

However, on January 1, 2017, the Argentine government did not extend the resolutions regarding withholdings on hydrocarbon exports. In addition, on December 31, 2017 the Economic Emergency Law ( Ley de Emergencia Económica ) expired, resulting in the elimination of discretionary ruling previously granted to the Argentine government, which were delegated and allowed it to enact foreign exchange regulations, the withholding percentage for hydrocarbon exports, and tariffs, as well as to renegotiate public services agreements, among others. On September 4, 2018, pursuant to Decree No. 793/2018, the Argentine government reestablished, until December 31, 2020, an export tax of 12% on commodities with a cap of Ps.4 for each U.S. Dollar for primary commodities with some exceptions. The impact that any change, of this nature, may have on our financial results, results of operations, and cash flows cannot be predicted.

Export duties and taxes may have a material adverse effect Argentina’s oil and gas industry and on our results of operations. We produce exportable goods and, therefore, an increase in export taxes is likely to result in

a decrease in our products’ price, and, therefore, may result in a decrease of our sales. We cannot guarantee the impact of those or any other future measures that might be adopted by the Argentine government on demand and prices for hydrocarbon products and, consequently, our financial condition and result of operations.

Our properties may be subject to expropriation by the Argentine and Mexican governments for public interest reasons.

Our assets, which are mainly located in Argentina and, to a lesser extent, in Mexico, may be subject to expropriation by the Argentine and Mexican governments (or the government of any political subdivision thereof), respectively. We are engaged in the business of oil extraction and, as such, our business or our assets may be considered by a government to be a public service or essential for the provision of a public service. Therefore, our business is subject to political uncertainties, including expropriation or nationalization of our business or assets, loss of concessions, renegotiation or annulment of existing contracts, and other similar risks.

In such an event, we may be entitled to receive compensation for the transfer of our assets under applicable law. However, the price received may not be sufficient, and we may need to take legal actions to claim appropriate compensation. Our business, financial condition and results of our operations could be adversely affected by the occurrence of any these events.

In the past, the Argentine government has required the repatriation of foreign currency from oil and gas export sales and other amounts applicable to the production of liquefied gas, which has affected producers of oil and gas in the country. In April 2012, the Argentine government enacted Law 26,741 which expropriated 51% of YPF’s shares owned by Repsol YPF. By virtue of the law, 51% of the expropriated shares were assigned to the Argentine government, while the remaining 49% was assigned to the Argentine provinces engaged in oil and gas production.

Additionally, the law established that hydrocarbon related activities (including exploitation, industrialization, transport, and commercialization) in Argentina are considered to be part of the “national public interest.” The law “Hydrocarbon Sovereignty of Argentina” established that its primary objective is to achieve self-sufficiency in oil and gas supply for Argentina. We cannot assure you that these or other measures that may be adopted by the Argentine government will not have a material adverse effect on the Argentine economy and, as a consequence, adversely affect our financial condition, our results of operations. Additionally, we cannot assure that similar measures will not be adopted by the Mexican government in the future.

We may be unable to successfully expand our operations.

We compete with the major independent and state-owned oil and gas companies engaged in the E&P sector, including state-owned E&P companies that possess substantially greater financial and other resources than we do for researching and developing E&P technologies and access to markets, equipment, labor and capital required to acquire, develop and operate our properties. We also compete for the acquisition of licenses and properties in the countries in which we operate.

The Argentine oil and gas industry is extremely competitive. When we bid for exploration or exploitation rights with respect to a hydrocarbon area, we face significant competition not only from private companies, but also from national or provincial public companies. In fact, the provinces of La Pampa, Neuquén and Chubut have formed companies to carry out oil and gas activities on behalf of their respective provincial governments. The state-owned energy companies Integración Energética Argentina S.A. (“IEASA,” formerly known as Energía Argentina S.A. or “ENARSA”), YPF and other provincial companies (such as Gas y Petróleo del Neuquén S.A. (“G&P”) and Empresa de Desarrollo Hidrocarburífero Provincial S.A. are also highly competitive in the Argentine oil and gas market. As a result, we cannot assure you that we will be able to acquire new exploratory acreage or oil and gas reserves in the future, which could negatively affect our financial condition and results of operations. There can be no assurance that the participation of IEASA or YPF (or any province-owned company)

in the bidding processes for new oil and gas concessions will not influence market forces in such a manner that could have an adverse effect on our financial condition and results of operations.

Our competitors may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Our competitors may also be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. In addition, there is substantial competition for capital available for investment in the oil and natural gas industry. As a result of each of the foregoing, we may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel or raising additional capital, which could have a material adverse effect on our business, financial condition or results of operations. See “Our Business—Competition.”

Although the Argentine Reorganization may qualify as part of a tax-free reorganization under Argentine law, we can provide no assurances as to the tax treatment of the Argentine Reorganization.

Although we expect that all requirements and conditions for the Argentine Reorganization to qualify as part of a tax-free reorganization will be met and satisfied, no assurances can be given that we will continue to meet such requirements and satisfy such conditions in the future or that the Argentine tax authority will not challenge the reorganization based on its possible interpretation that such requirements or conditions were not properly met or satisfied. If the Argentine Reorganization does not qualify as part of a tax-free reorganization, or the Argentine tax authority subsequently challenges the reorganization, we may be required to revise our tax return filings in order to reflect the fact that the proposed reorganization would not be tax-free, which may have an adverse impact on our results and financial condition.

We may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities.

We are actively seeking to acquire additional acreage in Argentina and Mexico and more broadly in Latin America, including Brazil and Colombia and other regions in the future. Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and natural gas prices, adequacy of title, operating and capital costs and potential environmental and other liabilities. Although we conduct a review of properties we acquire which we believe is consistent with industry practices, we can give no assurance that we have identified or will identify all existing or potential problems associated with such properties or that we will be able to mitigate any problems we do identify. Such assessments are inexact, and their accuracy is inherently uncertain. In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. We do not inspect every well. Even when we inspect a well, we do not always discover structural, subsurface, title and environmental problems that may exist or arise. We are generally not entitled to contractual indemnification for preclosing liabilities, including environmental liabilities. We may acquire interests in properties on an “as is” basis with limited remedies for breaches of representations and warranties. As a result of these factors, we may not be able to acquire oil and natural gas properties that contain economically recoverable reserves or be able to complete such acquisitions on acceptable terms.

We may be unable to integrate successfully the operations of recent and future acquisitions with our operations, and we may not realize all the anticipated benefits of these acquisitions.

Our business has and may in the future include producing property acquisitions that include undeveloped acreage. We can offer no assurance that we will achieve the desired profitability from our recent acquisitions or from any acquisitions we may complete in the future. In addition, failure to assimilate recent and future acquisitions successfully could adversely affect our financial condition and results of operations. Our acquisitions may involve numerous risks, including:

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operating a larger combined organization and adding operations;

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difficulties in the assimilation of the assets and operations of the acquired business, especially if the assets acquired are in a new geographic area;

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risk that oil and natural gas reserves acquired may not be of the anticipated magnitude or may not be developed as anticipated;

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loss of significant key employees from the acquired business;

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inability to obtain satisfactory title to the assets, concessions, or participation interests we acquire;

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a decrease in our liquidity if we use a portion of our available cash to finance acquisitions;

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a significant increase in our interest expense or financial leverage if we incur additional debt to finance acquisitions;

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failure to realize expected profitability or growth;

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failure to realize expected synergies and cost savings;

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coordinating geographically disparate organizations, systems and facilities; and

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coordinating or consolidating corporate and administrative functions.

Further, unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience unanticipated delays in realizing the benefits of an acquisition. If we complete any future acquisition, our capitalization and results of operation may change significantly, and you may not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in evaluating future acquisitions. The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisition and current operations, which in turn, could negatively impact our results of operations.

We may be unable to successfully enter new markets outside Argentina and Mexico.

Part of our growth strategy is to increase our revenue and the market countries in which we operate through the acquisition of complementary operations. There can be no assurance that suitable candidates for acquisitions can be identified or, if suitable candidates are identified, that acquisitions can be completed on acceptable terms, if at all. Even if suitable candidates are identified, any future acquisitions may entail a number of risks that could adversely affect our business and the market price of our common stock and ADS, including the integration of the acquired operations, diversion of management’s attention, risks of entering new market regions in which we have limited experience, adverse short-term effects on our reported operating results, the potential loss of key employees of acquired businesses and risks associated with unanticipated liabilities.

We may be subject to unknown or contingent liabilities related to our recent and future acquisitions.

From time to time we undertake evaluations of opportunities to acquire additional oil and gas assets and businesses. Any resultant acquisitions may be significant in size, may change the scale of our business, and may expose us to new geographic, political, operating financial and geological risks. Our success in these acquisition activities depends on our ability to identify suitable acquisition candidates, to acquire them on acceptable terms, and integrate their operations successfully with ours. Any acquisition would be accompanied by risks, such as a significant decline in oil or gas prices; the difficulty of assimilating the operation and personnel; the potential disruption of our ongoing business; the inability of management to maximize our financial and strategic position through the successful integration of acquired assets and businesses; the maintenance of uniform standards, control, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential unknown liabilities associated with acquired assets and business. In addition, we may need additional capital to finance an acquisition. Debt financing related to any acquisition will expose us to the risk of leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

We are exposed to foreign exchange risks relating to our operations in Argentina and Mexico.

Our results of operations are subject to foreign exchange risks of the Argentine or Mexican Peso against the U.S. Dollar or other currencies could adversely affect our business and results of operations. Both the value of the Mexican Peso and the value of the Argentine Peso have experienced significant fluctuations in the past. The main effects of the depreciation of the Argentine or Mexican Peso against the U.S. Dollar would be on our expenses mainly related to salaries and services, but given several accounting rules it may negatively affect (i) deferred taxes associated with our fixed assets, (ii) current income taxes and (iii) foreign exchange differences associated with our Argentine or Mexican Peso exposure.

We cannot predict whether and to what extent the value of the Argentine or Mexican Peso will depreciate or appreciate against the U.S. Dollar nor the extent to which any such change may affect our business.

We are or could be subject to direct and indirect restrictions on imports and exports under Argentine law.

The Hydrocarbons Law allows hydrocarbons exports, as long as these are not required for the Argentine domestic market and as long as these are sold at reasonable prices. In the case of natural gas, Argentine Law No. 24.076 for natural gas and the related regulations require that all domestic market needs be considered when authorizing long-term exports of natural gas. In this sense, the ME&M may authorize export operations of natural gas surplus provided they are subject to interruption upon local supply shortages.

In recent years, Argentine authorities have adopted certain measures which resulted in restrictions on the exports of natural gas from Argentina. Because of these restrictions, oil and gas companies have been forced to sell part of their natural gas production in the local market that was originally intended for the export market and have been unable in certain cases to comply wholly or partially with their export commitments.

Crude oil and oil by-products exports operations currently require prior registration with the Registry of Export Operations Agreements ( Registro de Contratos de Operaciones de Exportación ) and authorization by the Argentine Secretariat of Energy (pursuant to the regime established under Resolution S.E. No. 241-E/2017 and its further amendments and supplements). Oil companies and oil refineries that intend to export crude oil, liquid petroleum gas or diesel, among others, must first demonstrate, prior to obtaining authorization, that the offer to sell that product has already been made to, and rejected by, local buyers.

On March 21, 2017, through Decree No. 192/2017, as amended by Decree No. 962/2017, the ME&M created a temporary Registry for Import Operations of Crude Oil and By-Products. Through this regulation, any company that wished to carry out import operations had the obligation to register the operation in this Registry and obtain the authorization from the ME&M before the import takes place. The abovementioned Registry and the obligation to register and obtain authorization for import operations of crude oil and specific by-products was in force until December 31, 2017.

On September 4, 2018, the Argentine government imposed export duties of 12% with a cap of 4 Argentine Pesos per U.S. Dollar across all goods, with some exceptions.

We cannot predict for how long these restrictions on exports will remain in force, or whether future measures will be taken that adversely affect our ability to export and import gas, crude oil, or other products and, consequently, affect our financial condition, results of operations, and cash flows.

In the event of an accident or other occurrence which is not covered by our insurance policies, we may suffer significant losses which may have a material adverse effect on our business and results of operations.

Even though we consider that we have insurance coverages consistent with international standards, there is no assurance concerning the availability or sufficiency of insurance coverage with respect to a particular loss or

risk. In the event of an accident or other occurrence in our business which is not covered by insurance under our policies, we may suffer significant losses or be forced to provide compensation in a substantial amount from our own resources, which could have a material adverse effect on our financial condition

We are not concessionaires or operating partners in all of our joint ventures and exploration agreements, and actions taken by the concessionaires and/or operators in these joint ventures and exploration agreements could have a material adverse effect on their success.

Both, we and our subsidiaries carry out hydrocarbon E&P activities through unincorporated joint ventures and exploration agreements entered into through agreements with third parties (joint operations for accounting purposes). In some cases, our joint venture or exploration partners, rather than us, hold the rights to the concession or the E&P license contracts. Pursuant to the terms and conditions of such agreements, one of the parties assumes the role of operator, and therefore assumes the responsibility of executing all activities pursuant to the agreement. However, in certain cases, neither we nor our subsidiaries may be able to assume the role of concessionaire and/or operator, and in such cases we would be subject to risks related to the performance of, and the measures taken by, the concessionaire and/or operator to carry out the activities. Such actions could adversely affect our financial condition and operating results. As of March 31, 2019, we were not the operator of Coirón Amargo Sur Oeste, Sur Río Deseado Este and Acambuco blocks in Argentina, and CS-01, TM-01 and A-10 blocks in Mexico.

We face risks relating to certain legal proceedings.

We may be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. While we believe that we have provisioned such risks appropriately based on the opinions and advice of our external legal advisors and in accordance with applicable accounting rules, certain loss contingencies, particularly those relating to environmental matters, are subject to change as new information develops and it is possible that losses resulting from such risks, if proceedings are decided in whole or in part adversely to us, could significantly exceed any accruals we have provided.

As of March 31, 2019, we employed third-party employees under contract, mostly with large international service providers. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer.

In addition, we may be subject to undisclosed liabilities related to labor, commercial, civil, tax, criminal or environmental contingencies incurred by businesses we acquired pursuant to the Initial Business Combination or acquire in the future as part of our growth strategy, that we may not be able to identify or that may not be adequately indemnified under our acquisition agreements with the sellers of such businesses, in which case our business, financial condition and results of operation may be materially and adversely affected.

We have granted, and may continue to grant, share incentive awards, which may result in increased share-based compensation expenses.

We adopted our Long Term Incentive Plan in April 2018 for purposes of attracting and retaining talented people as officers, directors, employees and consultants which are key to us, incentivizing their performance and aligning their interests with ours. Under the Long Term Incentive Plan, our Board of Directors is authorized to grant restricted series A shares and options to purchase our series A shares to our officers, directors, employees and consultants. We have reserved 8,750,000 series A shares issued on December 18, 2017 for the

implementation of the Long Term Incentive Plan. As of March 31, 2019 and the date of this prospectus, 2,173,826 restricted series A shares and 3,994,003 stock options to purchase series A shares have been granted, and 19,685 series A shares have vested and are outstanding, in each case in connection with the Plan. We believe the granting of share incentive awards is of significant importance to our ability to attract and retain employees, and we will continue to grant share incentive awards to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

Our debt obligations include operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.

As of the date of this prospectus, the majority of our indebtedness relates to Vista Argentina’s obligations under the Syndicated Loan (as defined below), which obligations are guaranteed by us, Vista Holding I, APCO Argentina, APCO International and Vista Holding II (together with certain other entities that become a guarantor under the Syndicated Loan from time to time, the “Guarantors”), and are denominated in U.S. Dollars. For a description of the Syndicated Loan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness.” The Syndicated Loan contains a number of restrictive covenants that imposes on us, on the other Guarantors and on Vista Argentina significant operating and financial restrictions. These restrictions may limit our ability to engage in acts that may be in our long term best interest. This credit facility includes covenants restricting, among other things, Vista Argentina’s, the other Guarantors’ and our ability to:

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create liens on assets to secure debt;

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dispose of assets;

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merge or consolidate with another person or sell or otherwise dispose of all or substantially all of its or our assets;

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change its or our existing line of business;

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declare or pay any dividends or return any capital, other than certain limited payments (in particular, during the eighteen month period (ending on January 19, 2020) following the date of the Syndicated Loan Agreement (as defined below), (i) Vista Holding I and certain of its subsidiaries are restricted in their ability to declare, pay or otherwise make any dividends to us and (ii) certain subsidiaries of Vista Holding I are restricted in their ability to declare, pay or otherwise make any dividends to any person other than Vista Holding I and certain subsidiaries of Vista Holding I);

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make certain investments in bonds and capital stock, among others;

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enter into transactions with affiliates;

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change our existing accounting practices (except if required or permitted by applicable law and accounting rules); and

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modify or terminate the organizational documents of Vista Argentina or any Guarantor.

In addition, as further described in Note 17.2 to the Audited Financial Statements, the Syndicated Loan includes some financial covenants by which we are required to maintain, on a consolidated basis, certain financial ratios within specified limits. These ratios include:

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consolidated total debt / consolidated EBITDA; and

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consolidated interest coverage ratio.

Moreover, our subsidiary Vista Holding I is required to maintain an adjusted consolidated net debt / adjusted consolidated EBITDA ratio (excluding the indebtedness and the EBITDA of Vista Holding I, respectively).

These covenants could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may in our interest.

A breach of any covenant contained in the Syndicated Loan could result in a default under this agreement. If any such default occurs, the administrative agent or the required lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable. If the Syndicated Loan were to be accelerated, the assets of Vista Argentina and those of each of the Guarantors, including us, may not be sufficient to repay in full that debt, or any other debt that may become due as a result of that acceleration, and consequently, it could materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to Mexican, Argentine and international anti-corruption, anti-bribery and anti-money laundering laws. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business, financial condition and results of operations.

The United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010 (the “U.K. Bribery Act”), the Organisation for Economic Co-Operation and Development Anti-Bribery Convention, the Mexican Administrative Responsibilities Law ( Ley General de Responsabilidades Administrativas ), the Mexican Anti-Money Laundering Law ( Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita ), the Argentine Anti-Money Laundering Law ( Ley de Prevención del Lavado de Activos ), the Argentine Corporate Criminal Liability Law ( Ley de Responsabilidad Penal Empresaria ) and other applicable anti-corruption laws in other relevant jurisdictions prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls. The U.K. Bribery Act also prohibits such payments or financial or other advantages being made, offered or promised to or from commercial parties and makes it a criminal offense for a commercial organization to fail to prevent bribery by an associated person (i.e., someone who provides services on behalf of the organization) intending to obtain or retain business or an advantage in the conduct of business on its behalf. In particular, the Argentine Corporate Criminal Liability Law provides for the criminal liability of corporate entities for criminal offences against public administration and transnational bribery committed by, among others, its attorneys-in-fact, directors, managers, employees, or representatives. In this sense, a company may be held liable and subject to fines and/or suspension of its activities if such offences were committed, directly or indirectly, in its name, behalf or interest, the company obtained or may have obtained a benefit therefrom, and the offence resulted from a company’s ineffective control.

It may be possible that, in the future, there may emerge in the press allegations of instances of misbehavior on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us. While we will endeavor to monitor such press reports and investigate matters which we believe warrant an investigation in keeping with the requirements of compliance programs, and, if necessary make disclosure and notify the relevant authorities, however, any adverse publicity which such allegations attract might have a negative impact on our reputation and lead to increased regulatory scrutiny of our business practices.

If we or individuals or entities that are or were related to us are found to be liable for violations of applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we or other individuals or entities could suffer from civil and criminal penalties or other sanctions, which in turn could have a material adverse impact on our future business, financial condition and results of operations.

We rely on key third-party suppliers, vendors and service providers to provide us with parts, components, services and critical resources that we need to operate our business.

Companies operating in the energy industry, specifically the oil and gas sector, commonly rely upon various key third-party suppliers, vendors and service providers to provide them with parts, components, services and critical resources, needed to operate and expand their business. If these key suppliers, vendors and service providers fail to deliver, or are delayed in delivering, equipment, service or critical resources, we may not meet our operating targets in the expected time frame, which could have an adverse effect on our business, financial condition, results of operations, cash flows and/or prospects.

Our operations in the industry could be susceptible to the risks of performance, product quality and financial conditions of our key suppliers, vendors and service providers. For instance, their ability to adequately and timely provide us with parts, components, services and resources critical to our operations may be affected if they are facing financial constraints or times of general financial stress and economic downturn. There can be no assurance that we will not encounter supply disruptions in the future or that we will be able to timely replace such suppliers or service providers that are not able to meet our needs, which might adversely affect a successful execution of our operations, and consequently, our business, financial condition, results of operations, cash flows and/or prospects.

We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business.

The sectors in which we operate are highly unionized. We cannot assure that we or our subsidiaries will not experience labor disruptions or strikes in the future, which could result in a material adverse effect on our business and returns. We cannot assure that we will be able to negotiate new collective bargaining agreements in the same terms as those currently in force or that we will not be subject to strikes or labor interruptions before or during the negotiation process of said agreements. The collective bargaining agreement for the period April 2019 to March 2020 was signed on May 3, 2019. In the future, if we are unable to renegotiate the collective bargaining agreement in satisfactory terms or are subject to strikes or labor interruptions, our results of operations, financial condition and the market value of our shares could be materially affected.

Our performance is largely dependent on recruiting and retaining key personnel.

Our current and future performance and business operations depend on the contributions of our Management Team, our engineers, and other employees. We rely on our ability to attract, train, motivate, and retain qualified and experienced administrative staff and specialists. No assurance can be given that we will be able to attract and retain personnel for key positions, and replacing any of our key employees could prove difficult and time consuming. The loss of the services and experience of any of our key employees, or our inability to recruit a suitable replacement or additional staff, could have a material adverse effect on our operations, cash flows and/or expectations.

The Mexican nation owns the hydrocarbons reserves located in the subsoil in Mexico.

The Mexican Constitution provides that the Mexican nation, and not us, owns all petroleum and other hydrocarbon reserves located in the subsoil in Mexico. Article 27 of the Mexican Constitution provides that the Mexican government will carry out E&P activities through contracts with third parties or allocations awarded to State Productive Enterprises ( empresas productivas del Estado ). The Mexican Hydrocarbons Law allows us and other oil and gas companies to explore and extract the petroleum and other hydrocarbons reserves located in Mexico, subject to the entry into agreements pursuant to a competitive bidding process. See “Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.”

We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined, or by variations in interest rates.

As of the date of this prospectus, our outstanding debt included loans indexed to the London Interbank Offered Rate (“LIBOR”). On July 27, 2017, the Financial Conduct Authority (the “FCA”) announced its intention to phase out LIBOR rates by the end of 2021. It is not possible to predict the further effect of the rules of the FCA, any changes in the methods by which LIBOR is determined, or any other reforms to LIBOR that may be enacted in the United Kingdom, the European Union or elsewhere. Any such developments may cause LIBOR to perform differently than in the past, or cease to exist. In addition, any other legal or regulatory changes made by the FCA, ICE Benchmark Administration Limited, the European Money Markets Institute (formerly Euribor-EBF), the European Commission or any other successor governance or oversight body, or future changes adopted by such body, in the method by which LIBOR is determined or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, and changes in the rules or methodologies in LIBOR, which may discourage market participants from continuing to administer or to participate in LIBOR’s determination, and, in certain situations, could result in LIBOR no longer being determined and published. If a published U.S. Dollar LIBOR rate is unavailable after 2021, the interest rates on our debt which is indexed to LIBOR will be determined using various alternative methods, any of which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. Dollar LIBOR was available in its current form. Further, the same costs and risks that may lead to the discontinuation or unavailability of U.S. Dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine. Any of these proposals or consequences could have a material adverse effect on our financing costs.

Additionally, we are exposed to the fluctuations of the variable interest rates applicable to our indebtedness. We may also incur additional variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase our interest expense, which would negatively affect our financial costs.

Our financial estimates are based on various assumptions that may not prove to be correct.

The financial estimates set forth in the projections included under “Prospectus Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Projected Financial Information” and elsewhere in this prospectus are based on assumptions made, and information available to us, at the time they were prepared. We do not know whether such assumptions will prove to be correct. If one or more of these assumptions prove inaccurate or if future results differ from expected results, then our actual future results could be less favorable, and could be materially less favorable, than the above-referred projections. Any or all of such estimates may not necessarily be realized. Such estimates can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond our control. Many factors mentioned in this prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Forward-Looking Statements,” will be important in determining our future results. As a result of these contingencies, actual future results may vary materially from our estimates. In view of these uncertainties, the inclusion of our financial estimates in this prospectus is not and should not be viewed as a representation that the projected results will be achieved.

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update our respective financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The prospective financial information included in this prospectus was prepared by, and is the responsibility of, our management. Mancera, S.C. (“EY”), our auditor, and Price Waterhouse & Co. S.R.L (“PwC”), the auditor of PELSA, the Company’s predecessor, have not audited, reviewed, examined, compiled nor applied agreed-

upon procedures with respect to the accompanying prospective financial information and, accordingly, EY and PwC do not express an opinion or any other form of assurance with respect thereto. The EY and PwC reports included in this prospectus relate to our and the Company’s predecessor financial statements included herein. They do not extend to the prospective financial information and should not be read to do so. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Projected Financial Information” for more information.

Risks Related to the Argentine and Mexican Economies and Regulatory Environments

Our business is largely dependent upon economic conditions in Argentina.

Substantially all of our operations, properties and customers are located in Argentina, and, as a result, our business is largely dependent on economic conditions prevailing in Argentina. The changes in economic, political, and regulatory conditions in Argentina and measures taken by the Argentine government may have a significant impact on us. You should make your own assessment about Argentina and prevailing conditions in the country before making an investment decision.

The Argentine economy has experienced significant volatility in past decades, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. We cannot assure that the growth rate experienced over past years will be maintained in subsequent years or that the national economy will not suffer a recession. If economic conditions in Argentina were to deteriorate, if inflation were to accelerate further, or if the Argentine government’s measures to attract or retain foreign investment and international financing in the future are unsuccessful, such developments could adversely affect Argentina’s economic growth and in turn affect our financial health and results of operations.

Argentine economic conditions are dependent on a variety of factors, including (but not limited to) the following:

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international demand for Argentina’s principal exports;

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international prices for Argentina’s principal commodity exports;

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stability and competitiveness of the Argentine Peso with respect to foreign currencies;

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competitiveness and efficiency of domestic industries and services;

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levels of domestic consumption and foreign and domestic investment and financing; and

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the rate of inflation.

The Argentine economy is also particularly sensitive to local political developments. Notwithstanding certain measures that the Argentine government, elected on December 10, 2015, has already taken, such as the elimination of exchange restrictions, the partial adjustment of gas and electricity prices, and the elimination or reduction of export taxes for certain products, it continues to face challenges in respect to Argentina’s economy.

Additionally, Argentina’s economy is also vulnerable to adverse developments affecting its principal trading partners. A continued deterioration of economic conditions in Brazil, Argentina’s main trading partner, and a deterioration of the economies of Argentina’s other major trading partners, such as China or the United States, could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economic growth and may consequently adversely affect our financial health and results of operations. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and consequently adversely affect Argentina’s economic and our financial health and results of operations.

Economic and political developments in Argentina may adversely and materially affect our business, results of operations and financial condition.

The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. As a consequence, our business and operations could in the future be, affected from time to time to varying degrees by economic and political developments and other material events affecting the Argentine economy, such as: inflation; price controls; foreign exchange controls; fluctuations in foreign currency exchange rates and interest rates; governmental policies regarding spending and investment, national, provincial or municipal tax increases and other initiatives increasing government involvement with economic activity; civil unrest and local security concerns. You should make your own investigation into Argentina’s economy and its prevailing conditions before making an investment in us.

The Argentine economy remains vulnerable, as reflected by the following economic conditions:

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inflation remains high and may continue at similar levels in the future: according a report published by Argentine National Institute of Statistics ( Instituto Nacional de Estadísticas y Censos , or “INDEC”), cumulative consumer price index (“CPI”) for the year 2018 was 47.6%;

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according to the revised calculation published by the INDEC on March 21, 2019, gross domestic product (“GDP”) decreased by 2.5% in 2018 compared to 2017. For comparison purposes, it should be noted that GDP increased 2.9% in 2017 and decreased 2.3% in 2016. Argentina’s previous GDP performance has depended to some extent on high commodity prices that, despite having a favorable long-term trend, are volatile in the short-term and beyond the control of the Argentine government and private sector;

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Argentina’s public debt as a percentage of GDP remains high;

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the discretionary increase in public expenditures has resulted and continues to result in fiscal deficits;

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a significant number of protests or strikes could take place, as they did in the past, which could adversely affect various sectors of the Argentine economy, including the oil extraction industry;

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energy or natural gas supply may not be sufficient to supply industrial activity (thereby limiting industrial development) and consumption;

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unemployment and informal employment remain high, according to INDEC, unemployment rate during the first quarter of 2019 was 10.1%;

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in the climate created by the above-mentioned conditions, demand for foreign currency could grow, generating a capital flight effect as in recent years;

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on June 7, 2018, the Argentine government and the International Monetary Fund (the “IMF”) announced that a technical agreement on a US$50 billion three-year stand-by agreement was reached (the “SBA”), subject to approval by the IMF’s Executive Board, which will consider Argentina’s economic plan. The authorities have indicated that they intend to draw on the first tranche of the arrangement but subsequently treat the loan as precautionary reserves in case such reserves are needed in the future. On June 20, 2018, the IMF’s Executive Board approved the aforementioned agreement. On June 21, 2018, the IMF made the first disbursement under the agreement for an amount of US$15 billion. Additionally, on September 26, 2018 the Argentine government announced that a new technical agreement with the IMF was reached. This technical agreement will underpin the three-year stand-by agreement approved on June 20, 2018. The revised agreement includes an increase in the IMF’s available funds by US$19 billion through the end of 2019 and brings the total amount available under the program to US$57.1 billion through 2021. The funds available under the program would no longer be treated as precautionary reserves, as the authorities have indicated that they intend to actually use IMF financing for budget support. On October 26, 2018, the IMF authorized a second disbursement under the agreement for US$5.7 billion. On December 19, 2018, the IMF authorized a third

disbursement under the agreement for US$7.6 billion. Additionally, on April 5, 2019, the IMF authorized a fourth disbursement under the agreement for US$10.9 billion, bringing total disbursements under the agreement to approximately US$39 billion; and

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as part of the commitments of the Argentine government under the agreement with the IMF, the Monetary Policy Committee of the BCRA announced on September 28, 2018 the goal of achieving a 0% growth in the monetary base until June 2019. Subsequently, the Monetary Policy Committee announced that the goal of achieving a 0% growth in the monetary base will be extended until December 2019. See “—Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina.”

Further, presidential and federal congressional elections in Argentina will be held in October 2019, and their impact on the future economic and political environment is uncertain, but likely to be material. On March 10, 2019 provincial Governor and Congressional elections took place in the Province of Neuquén where Governor Omar Gutierrez of local political party Movimiento Popular Neuquino was reelected with approximately 39.92% of the votes. See “— The upcoming Argentine presidential and provincial elections could generate uncertainty in the Argentine economy and , consequently, on our businesses.”

As in the recent past, Argentina’s economy may be adversely affected if political and social pressures inhibit the implementation of certain policies designed to control inflation, generate growth and enhance consumer and investor confidence, or if policies implemented by the Argentine government that are designed to achieve these goals are not successful. These events could materially adversely affect our financial condition and results of operations.

Any decline in economic growth, increased economic instability or an expansion of economic policies and measures taken by the Argentine government to control inflation or address other macroeconomic developments that affect private sector entities such as us, all developments over which we have no control, could have an adverse effect on our business, financial condition or results of operations.

In the event of any economic, social or political crisis, the Argentine government’s ability to obtain additional international or multilateral private financing or direct foreign investment may also be limited, which may in turn impair its ability to implement reforms and public policies to foster economic growth, as well as impair its ability to service its outstanding debt obligations, all of which could have an adverse effect on our business, financial condition or results of operations. In such scenario, companies operating in Argentina may also face the risk of strikes, expropriation, nationalization, forced modification of existing contracts, and changes in taxation policies including tax increases and retroactive tax claims. In addition, Argentine courts have issued rulings changing the existing case law on labor matters and requiring companies to assume greater responsibility for, and assumption of costs and risks associated with, sub-contracted labor and the calculation of salaries, severance payments and social security contributions. Since we operate in a context in which the governing law and applicable regulations change frequently, it is difficult to predict if and how our activities will be affected by such changes.

The Mexican Federal Economic Competition Commission (“COFECE”) is the antitrust authority in Mexico with jurisdiction over a number of sectors of the Mexican economy, including the oil and gas sector, and as such, has jurisdiction over the activities conducted by Vista.

The Mexican government has granted COFECE broad powers to investigate and prosecute absolute monopolistic practices (cartel activity), relative monopolistic practices (abuse of dominance) and illegal concentrations, as well as to prevent concentrations which could have anticompetitive effects. Additionally, COFECE can determine the existence of essential facilities and regulate their access and identify barriers to entry and issue recommendations to federal, local and municipal authorities to eliminate such barriers and encourage competition. Therefore, many of our activities may be reviewed by COFECE and, in the particular case of equity transactions involving certain monetary and ownership thresholds, we may be required to notify COFECE of our

intent to enter into such transactions and the consummation of such transactions may be subject to COFECE’s authorization in accordance with applicable Mexican laws. As a result, the closing of pending or future acquisitions of assets or common shares in the Mexican market may be subject to the satisfaction or waiver of customary closing conditions, including, among others, the authorization of COFECE. Completion of such transactions is not assured, and they will be subject to risks and uncertainties, including the risk that the necessary regulatory approvals are not obtained or that other closing conditions are not satisfied. If such transactions are not completed, or if they are otherwise subject to significant delays, it could negatively affect the trading prices of our common shares and our future business and financial results.

Further, COFECE might decide to impose penalties or establish conditions on our business if we are unable to request or receive, or are delayed in requesting or receiving, the aforesaid authorizations and, if these were to materialize, such claims could have a material adverse effect on our results and financial condition. Similarly, it cannot be guaranteed that the authorizations that have not been obtained can be obtained or can be obtained without conditions. Failure to obtain those authorizations, or the conditions to which they may be subject, could have a material adverse effect on our results and financial condition.

Certain risks are inherent in any investment in a company operating in an emerging market such as Argentina and Mexico.

Argentina and Mexico are emerging market economies and investing in emerging markets generally carries risks. These risks include political, social and economic instability that may affect Argentina’s and Mexico’s economic results which can stem from many factors, including the following:

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high interest rates;

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abrupt changes in currency values;

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high levels of inflation;

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exchange controls;

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wage and price controls;

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regulations to import equipment and other necessities relevant for operations;

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changes in governmental economic, administrative or tax policies; and

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political and social tensions.

Any of these factors, as well as volatility in the capital markets, may adversely affect our business, results of operations, financial condition, the value of our series A shares and ADSs, and our ability to meet our financial obligations.

The implementation in the future of new exchange controls, including the mandatory repatriation of proceeds arising from hydrocarbon export sales, could adversely affect our results of operations.

Although the Argentine government has eliminated all remaining provisions regarding the repatriation of export proceeds, in the past, the Argentine government had established the obligation to repatriate and convert into Argentine Pesos through the local exchange market the export proceeds arising from the export sales of oil and gas.

Through Decree 2703/2002, the Argentine Executive Branch established the obligation for oil and gas producers to settle through the local exchange market at least 30% of the proceeds arising from the export of freely available crude oil or its derivatives. Subsequently, on October 25, 2011, through Decree 1722/2011, the Argentine Executive Branch extended such repatriation obligation to 100% of the export proceeds.

However, since the election of President Mauricio Macri, a significant portion of foreign exchange restrictions have been eliminated through the partial abrogation of certain regulations in force, including Decree 1722/2011. Thus, on November 1, 2017 through Decree 893/2017, and subsequently through Communication “A” 6363 (as amended) of the BCRA, all the provisions related to the repatriation of export proceeds were eliminated, including the obligation to settle foreign exchange proceeds arising from the export of oil and gas.

We cannot assure you that the Argentine government will not impose new export requirements in the future, including requirements to repatriate proceeds arising from oil and gas exports, which could adversely affect our business, results of operations and financial condition nor that the Mexican government would not impose exchange controls or other confiscatory measures.

The impact of inflation in Argentina on our costs could have a material adverse effect on our results of operations.

Historically, inflation has materially undermined the Argentine economy and the Argentine government’s ability to create conditions that permit growth. In recent years, Argentina has experienced high inflation rates.

In January 2014, a new consumer price index, the National Urban Consumer Price Index ( Índice de Precios al Consumidor Nacional Urbano or “IPCNu”) was published with the aim of improving the accuracy of measurements of the evolution of prices in the Argentine economy. The IPCNu integrates a set of price indexes which allows for the monitoring of the change in several prices in the economy (wholesale, commodities and construction costs, among others) by considering the price information from all the provinces in Argentina. The IPCNu increased by 10.7% over the period from January to October 2015 (according to last available data); and by 20.9% in 2014. In the past, there has been a substantial disparity between the inflation indexes published by the INDEC and the higher inflation indexes estimated by private consulting firms. The INDEC estimated that the Argentine wholesale price index increased by 13.1% in 2012, 14.8% in 2013, 28.3% in 2014 and 10.6% in the period of January to October 2015 (according to the last available data because INDEC has not disclosed figures for November and December 2015). As a consequence of the aforementioned events, the full year 2015 inflation measure for IPCNu index was not disclosed, and according to last available data (from October 2015) the IPCNu registered an increase of 10.7% over the January to October 2015 period. As alternative guidance to IPCNu, the authorities suggested that other measures should be observed, such as those published by the statistical entity of the Autonomous City of Buenos Aires (IPC CABA) and the Province of San Luis that registered an annual increase of 26.9% and 31.6% in 2015, respectively.

On January 8, 2016, the current administration issued Decree No. 55/2016 declaring a state of administrative emergency with respect to the national statistical system and the INDEC until December 31, 2016 (which was not extended). During this state of emergency, the INDEC had suspended publication of certain statistical data (regarding prices, poverty, unemployment and GDP) until it completed a reorganization of its technical and administrative structure capable of producing sufficient and reliable statistical information. During this reorganization period, the INDEC published official CPI figures published by the City of Buenos Aires and the Province of San Luis for reference. As of the date of this prospectus, INDEC has resumed publication of mentioned statistical data, although for some indicators it has not disclosed or provided reestimated figures for certain time periods.

After implementing the announced reforms, on December 2016 the INDEC began to publish official measurements of its main inflation indicator, the Consumers Price Index ( Índice de Precios al Consumidor , or IPC, per its initials in Spanish). During 2017, the INDEC published monthly IPC regularly, registering an increase of 24.8% on a year-over-year comparison. The IPC variation for the period from January to December 2018 totaled 47.6% compared to the same period in 2017. Moreover, INDEC reported that the 2019 monthly IPC increased by 2.9% in January compared to December 2018, 3.8% in February compared to January 2019, 4.7% in March compared to February 2019, 3.4% in April compared to March 2019 and 3.1% in May compared to April 2019.

The Argentine government continued implementing measures to monitor and control prices for the most relevant goods and services. Despite such measures, the Argentine economy continues to experience high levels of inflation. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected.

High inflation rates affect Argentina’s foreign competitiveness, social and economic inequality, negatively impact employment, consumption and the level of economic activity and undermines confidence in Argentina’s banking system, which could further limit the availability of and access to domestic and international credit by local companies and political stability.

Inflation remains a challenge for Argentina given its persistent nature in recent years. The Macri administration has announced its intention to reduce the primary fiscal deficit as a percentage of GDP over time and also reduce the Argentine government’s reliance on BCRA financing. If, despite the measures adopted by the Macri administration, these measures fail to address Argentina’s structural inflationary imbalances, the current levels of inflation may continue and have an adverse effect on Argentina’s economy and financial condition. Inflation can also lead to an increase in Argentina’s debt. Inflation in Argentina has contributed to a material increase in our operating costs, particularly labor costs, and has negatively impacted our results of operations, financial position and business.

Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine government to control inflation may have. See “Risk Factors—Risks Related to our Business and Industry—Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina” below. Increased inflation could adversely affect the Argentine economy and, in turn, could adversely affect our business, financial condition and the market price of our series A shares and the ADSs.

Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth.

After Argentina’s default on certain debt payments in 2001, the government successfully restructured 92% of the debt through two debt exchange offers in 2005 and 2010. Commencing in 2002, holdout creditors filed numerous lawsuits against Argentina in several jurisdictions, including the United States, Italy, Germany and Japan. These lawsuits generally assert that Argentina failed to make timely payments of interest and/or principal on their bonds and seek judgments for the face value of and/or accrued interest on those bonds. Judgments have been issued in numerous proceedings in the United States, Germany and Japan. As of the date of this prospectus, creditors with favorable judgments have not succeeded, with a few minor exceptions, in executing on those judgments.

In 2014, the New York courts enjoined Argentina from making payments on its bonds issued in the 2005 and 2010 exchange offers unless it satisfied amounts due to the holders of defaulted bonds. The Argentine government took a number of steps intended to continue servicing the bonds issued in the 2005 and 2010 exchange offers, which had limited success. Holdout creditors continued to litigate expanding the scope of issues, aiming to include payment by the Argentine government on debt other than the 2005 and 2010 exchange bonds and disputed albeit and successfully the independence of the BCRA.

The current administration submitted a settlement proposal to holders of defaulted bonds in December 2015 with a view to bringing closure to fifteen years of litigation. Between February and April 2016, the Argentine government entered into agreements in principle with certain holders of defaulted debt and put forward a proposal to other holders of defaulted debt, including those with pending claims in U.S. courts, subject to two conditions: (i) obtaining approval by the Argentine National Congress and (ii) the lifting of the pari passu injunctions. On March 31, 2016, the Argentine Congress eliminated the legislative obstacles to the settlement and approved the settlement proposal. On April 22, 2016, Argentina performed an issuance of government bonds for

US$16.5 billion, of which US$9.3 billion were applied to satisfy payments under the settlement agreements reached with holders of defaulted debt. Since then, substantially all of their remaining claims under defaulted bonds have been settled. Judge Thomas Griesa ordered the lifting of the precautionary measures that prevented payments to participants from the debt exchange offers of 2005 and 2010, subject to confirmation of the payments indicated above.

As of the date of this prospectus, litigation initiated by bondholders that have not accepted Argentina’s settlement offer continues in several jurisdictions, although the size of the claims involved has decreased significantly.

In addition, since 2001 foreign shareholders of some Argentine companies initiated claims for substantial amounts before the International Centre for Settlement of Investment Disputes (“ICSID”) against Argentina, pursuant to the arbitration rules of the United Nations Commission on International Trade Law. Claimants allege that certain measures of the Argentine government issued during the economic crisis of 2001 and 2002 were inconsistent with the norms or standards set forth in several bilateral investment treaties by which Argentina was bound at the time. To date, several of these disputes have been settled, and a significant number of cases are in process or have been temporarily suspended due to the agreement of the parties.

Notwithstanding that the lifting in 2016, following the settlements with holdout bondholders, of the injunction affecting payments to bondholders that participated in the debt exchange offers of 2005 and 2010 eliminates an important obstacle for the country’s access to international capital markets, there can be no assurance that litigation initiated by non-accepting bondholders, as well as pending claims before the ICSID, could result in legal procedures against the Argentine government and this could entail embargoes/seizures or precautionary measures in relation to Argentine assets that the Argentine government allocated to other uses. As a result, the Argentine government may not have the financial resources to implement reforms and boost growth, which could have a significant adverse effect on the country’s economy and, consequently, on our activities. Likewise, Argentina’s inability to obtain credit in international markets could have a direct impact on our and our subsidiaries’ ability to access those markets to finance our operations and growth, including the financing of capital investments, which would negatively affect our financial condition, results of operations and cash flows.

Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina.

Fluctuations in the value of the Argentine Peso may adversely affect the Argentine economy, our financial condition and results of operations. While most of our revenues are denominated in U.S. Dollars, upstream players could be limited by the ability of refiners to push cost increases to the pump prices, which are denominated in local currency. This can generate risk to our revenue stream in volatile macroeconomic environments. We are therefore exposed to the risks associated with the fluctuation of the Argentine Peso relative to the U.S. Dollar. After several years of moderate variations in the exchange rate, between May 2, 2018 and October 1, 2018, the Argentine Peso slid from 20.9 to 38.7 Argentine Pesos per U.S. Dollar according to the U.S. dollar buying rate published by Banco de la Nación Argentina , following the aforementioned financial crisis. We are unable to predict whether, and to what extent, the value of the Argentine peso may further depreciate or appreciate against the U.S. Dollar and how any such fluctuations could affect our business or the effect that Argentine elections could have on the Argentine Peso.

As a result of the Argentine Peso’s increased volatility, the Argentine government announced several measures to restore market confidence and stabilize its value. Measures implemented by the BCRA include, among others, increasing short term interest rates to 70%, increasing the reserve requirements of Argentine Peso deposits for Argentina’s largest banks from 28% to 31%, and selling foreign currency reserves. The Argentine government in turn announced that it would accelerate the proposed reduction of the fiscal deficit.

On September 28, 2018, the Monetary Policy Committee of the BCRA introduced an exchange rate band in effective as of October 1, 2018, as part of the terms and conditions of the revised agreement with the IMF

approved on June 20, 2018. The Argentine Peso’s exchange rate with the U.S. Dollar will be allowed to fluctuate between AR$34.00 and AR$44.00 per US$1.00 without the BCRA’s intervention. The band was adjusted at a 3% monthly rate until the end of 2018. In case the exchange rate fluctuates over or below the band’s range, then the BCRA may intervene by selling or purchasing foreign currency, as the case may be, to maintain the exchange rate within the band. Additionally, on January 2, 2019, the Monetary Policy Committee of the BCRA decided to maintain the same non-intervention exchange rate range band effective since December 2018 for January 2019, with 2% monthly rate adjustments until the end of March, 2019. In March 2019, the Monetary Policy Committee of the BCRA defined the non-intervention exchange rate band for the second quarter of 2019. As a result, the Argentine Peso’s foreign exchange value against the U.S. Dollar will be allowed to fluctuate between AR$39.39 and AR$50.97 per US$1.00 (limits as of March 2019), subject to daily adjustments, at a monthly rate of 1.75% between April 1 and June 30, 2019. In order to reinforce the disinflation process, on April 16, 2019, the Monetary Policy Committee of the BCRA decided to reduce the daily adjustments rate of the non-intervention zone to 0% for the remainder of 2019. In this regard, the limits will remain constant at AR$39.755 and AR$51.448, respectively, until December 31, 2019. However, given the volatility observed in the last days of April 2019, on April 29, 2019, the Monetary Policy Committee of the BCRA considered appropriate to reinforce the contractionary monetary policy by modifying the current monetary-exchange regime. In this sense, the BCRA will be able to intervene by selling foreign currency even if the Argentine Peso’s exchange rate with the U.S. Dollar is below AR$51.448 (the amount and frequency of such interventions will depend on the market dynamics). Furthermore, if the Argentine Peso-U.S. Dollar exchange rate were to exceed the non-intervention limit of AR$51.448, the BCRA may increase the amount of daily sales stipulated so far from US$150 to US$250 million. Likewise, the BCRA may determine the need of additional interventions to counteract episodes of excessive volatility if deemed necessary.

We cannot predict whether the Argentine government will be able to comply with all terms of the SBA. The ability of the Argentine government to stabilize the foreign exchange market, restore economic growth and meet the terms of the SBA, is subject to uncertainty. The continued depreciation of the Argentine Peso and the failure to meet the terms of the SBA could have a material adverse effect on Argentina’s economy and, consequently, our cash flows, financial condition and results of operations.

Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina.

In the past, the Fernández de Kirchner administration increased its direct intervention in the economy, through the implementation of expropriation and nationalization measures (including the abovementioned expropriation of the 51% of the shares of YPF by the Argentine government), price controls and exchange controls, among others. Although the Macri administration has reversed some of these measures, there is no guarantee that this trend will continue.

In 2008, the Fernández de Kirchner administration absorbed and replaced the former private pension system for a public “pay as you go” pension system. As a result, all resources administered by pension funds, including significant equity interests in a wide range of listed companies, were transferred to a separate Social Security Fund ( Fondo de Garantía de Sustentabilidad ) to be administered by the National Social Security Administration ( Administración Nacional de la Seguridad Social , or the “ANSES”). With the nationalization of Argentina’s private pension funds, the Argentine government, through the ANSES, became a significant shareholder in many of the country’s public companies.

In addition, historically the Argentine government has adopted measures to directly or indirectly control the access of private companies and individuals to foreign trade and foreign exchange markets, such as restricting its free access and imposing the obligation to repatriate and sell within the local foreign exchange market all foreign currency revenues obtained from exports. These regulations prevented or limited us from offsetting the risk derived from our exposure to the U.S. Dollar. Our business and operations in Argentina may also be adversely affected by measures adopted by the Argentine government to address inflation and promote sustainable macroeconomic growth.

A low growth rate and high inflation scenario is likely going forward, as a result of the accumulation of macroeconomic imbalances over recent years, the actions of the Argentine government in regulatory matters and challenging conditions in the international economy. We can offer no assurance that policies implemented by the Argentine government will not adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.

Argentina is an emerging market economy that is highly sensitive to local political developments which have had an adverse impact on the level of investment in Argentina. Future developments may adversely affect Argentina’s economy and, in turn, our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.

Even though the Macri administration took several measures that had the positive effect of lifting most exchange controls in Argentina, we cannot provide any assurance that we will be able to access foreign exchange markets or that these measures will not cause fluctuations in the value of the Argentine Peso. The lifting of certain exchange controls and other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.

Notwithstanding the measures adopted by the Macri administration and its planned liberalization of the economy, we cannot assure you that measures that may be adopted by the current or any future Argentine government, such as expropriation, nationalization, forced renegotiation or modification of existing contracts, changes in laws, regulations and policies affecting taxes, foreign trade and investments will not have a material adverse effect on the Argentine economy and, as a consequence, adversely affect our financial condition, our results of operations or cause the market value of the ADSs and series A shares to decline.

In the future the Argentine government could re-introduce exchange controls, impose restrictions on transfers abroad, restrictions on the movement of capital or take other measures in response to capital flight or a significant depreciation of the Argentine Peso, which could limit our ability to access the international capital markets. Such measures could lead to political and social tensions and undermine the Argentine government’s public finances, as has occurred in the past, which could have an adverse effect on economic activity in Argentina and, consequently, adversely affect our business and results of operations and cause the market value of our series A shares or ADSs to decline.

A global or regional financial crisis and unfavorable credit and market conditions may negatively affect our liquidity, customers, business, and results of operations.

The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, financial condition and results of operations, which is likely to be more severe on emerging market economies, such as Argentina and Mexico. This was the case in 2008, when the global economic crisis led to a sudden economic decline in Argentina in 2009, accompanied by inflationary pressures, depreciation of the Argentine Peso and a drop in consumer and investor confidence.

The effects of an economic crisis on our customers and on us cannot be predicted. Weak global and local economic conditions could lead to reduced demand or lower prices for energy, hydrocarbons and related oil products and petrochemicals, which could have a negative effect on our revenues. Economic factors such as unemployment, inflation and the unavailability of credit could also have a material adverse effect on the demand for energy and, therefore, on our business financial condition and results of operations. The financial and economic situation in Argentina, Mexico or in other countries in Latin America, such as Brazil, may also have a negative impact on us and third parties with whom we do, or may do, business. See “Risk Factors—Risks Related to the Argentine and Mexican Economies and Regulatory Environments—The Argentine economy can be adversely affected by economic developments in other markets and by more general “contagion” effects, which could have a material adverse effect on Argentina’s economic growth” below.

The global economic crisis that began in the fourth quarter of 2008, triggering an international stock market crash and the insolvency of major financial institutions, limited the ability of Argentine companies to access international financial markets as they had in the past or made such access significantly more costly. A similar global or regional financial crisis in the future could limit our ability to access the credit or capital markets at a time when we require financing, thereby impairing our flexibility to react to changing economic and business conditions. See “Risk Factors—Risks Related to the Argentine and Mexican Economies and Regulatory Environments—Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth.” For these reasons, any of the foregoing factors could together or independently have an adverse effect on our results of operations and financial condition and cause the market value of the ADSs to decline.

In addition, the crisis affecting emerging markets that began in the second quarter of 2018 as a result of the rise in interest rates by the US Federal Reserve and the trade war between the United States and China, among other factors, had a material impact on the Argentine economy. Between May 2, 2018 and October 1, 2018, the Argentine Peso slid from 20.9 to 38.7 Argentine Pesos per U.S. Dollar according to the U.S. dollar buying rate published by Banco de la Nación Argentina . Although the IMF and the Argentine government signed an agreement to normalize the Argentine fiscal budget, we cannot guarantee financial stability in the international nor the domestic fronts.

The Argentine economy can be adversely affected by economic developments in other markets and by more general “contagion” effects, which could have a material adverse effect on Argentina’s economic growth.

Argentine financial and securities markets are influenced, to varying degrees, by economic and financial conditions in other markets and Argentina’s economy is vulnerable to external shocks, including those related or similar to the global economic crisis that began in 2008 and economic and financial conditions in Argentina’s major trading partners, in particular, Brazil. For example, the current devaluation of the Brazilian currency and the slowdown of its economy may negatively affect the Argentine economy, and in turn, our business and results of operations. Although economic conditions can vary from country to country, investors’ perception of the events occurring in other countries have substantially affected in the past, and may continue to substantially affect capital flows to other countries and the value of securities in other countries, including Argentina. The Argentine economy was adversely impacted by the political and economic events that occurred in several emerging economies in the 1990s, including those in Mexico in 1994, the collapse of several Asian economies between 1997 and 1998, the economic crisis in Russia in 1998 and the Brazilian devaluation of its currency in January 1999.

In addition, international investors’ reactions to events occurring in one market sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors, Argentina could be adversely affected by negative economic or financial developments in other countries, which in turn may have material adverse effect on the Argentine economy and, indirectly, on our business, financial condition and results of operations, and the market value of our series A shares or ADSs.

Restrictions on the supply of energy could negatively impact the Argentine economy.

As a result of prolonged recession and the forced conversion of energy tariffs into Argentine Pesos and subsequent freeze of natural gas and electricity tariffs in Argentina, there has been a lack of investment in natural gas and electricity supply and transport capacity in Argentina in recent years. At the same time, demand for natural gas and electricity has increased substantially, driven by a recovery in economic conditions and price constraints, which prompted the Argentine government to adopt a series of measures that have resulted in industry shortages and/or higher costs. In particular, Argentina has been importing natural gas to compensate for shortages in local production. In order to pay for natural gas imports the Argentine government has frequently used BCRA reserves given the absence of foreign direct investment. If the Argentine government is unable to pay for imports of natural gas, economic activity, business and industries may be adversely affected.

The Argentine government has taken a number of measures to alleviate the short-term impact of energy shortages on residential and industrial users. If these measures prove to be insufficient, or if the investment required to increase natural gas production and electric energy transportation capacity and generation over the medium- and long-term is not available, economic activity in Argentina could be curtailed, and with it our operations. As a first step of these measures, a series of tariff increases and subsidy reductions (primarily applicable to industries and high-income consumers) were implemented. On December 17, 2015, and after publication of Decree No. 134/2015, the Macri administration declared the National Electricity System Emergency until December 31, 2017 and ordered the Argentine Secretariat of Energy to propose measures and guarantee the electrical supply. The Argentine Secretariat of Energy Resolution No. 06/2016 of January 2016 set new seasonal reference prices for power and energy on the Mercado Eléctrico Mayorista (MEM) for the period from February 1, 2016 to April 30, 2016 and set an objective to adjust the quality and security of electricity supply.

In February 2016, the Argentine government reviewed the schedule of electricity and gas tariffs and reduced the demand subsidies of these services, increasing over 500% energy costs, excepting for low-income consumers from the subsidies reduction. By re-stablishing tariff levels, modifying the regulatory framework and reducing the Argentine government’s participation in the energy sector, the Argentine government sought to correct distortions in the energy sector and make the necessary investments. In July 2016, a federal court in the city of La Plata suspended the increase in the gas tariff throughout the Province of Buenos Aires. On August 3, 2016, a federal court in San Martín suspended the increase in gas tariffs throughout the country until a public hearing was held to discuss the rate increase. The judgment was appealed to the Supreme Court, and on August 18, 2016, the Supreme Court ruled that the increase in the gas tariff of residential users could not be imposed without a public hearing. On September 16, 2016, the public hearing was held where it was agreed that the gas tariff would be adjusted by approximately 200% in October 2016, with bi-annual price adjustments in 2019. In this sense, through resolutions No. 205-207/2019, dated April 5, 2019, ENARGAS established the new gas tariff scheme for gas transportation and distributions companies to be applicable for the semester April-October 2019.

In connection with the framework determining the value of the rates for the public service in gas distribution for 2017, the Argentine Secretariat of Energy issued Resolution No. 74/2017 on March 30, 2017, which adopted the gas values at the point of entry into the transport system, applicable as of April 1, 2017. Additionally, on November 30, 2017, the Argentine Secretariat of Energy issued (i) Resolution No. 474-E/2017 which adopted the gas values at the point of entry into the transport system, applicable as of December 1, 2017, and also (ii) issued Resolution No. 133/2017 approving the tariffs to be applied to the gas consumption as of December 1, 2017.

As for other services, including electricity, a public hearing was held on October 28, 2016 to consider a proposed 31% tariff increase sought by energy distributors. Subsequently, the Argentine government announced increases in electricity rates of between 60% and 148%. On March 31, 2017, the Argentine Secretariat of Energy published a new tariff schedule with increases of approximately 24% for supply of natural gas by networks that had been partially regulated since April 1, 2017. In addition, on November 17, 2017, a public hearing convened by the former Minister of Energy and Mining was held to update the tariff schedule for natural gas and electricity. The new tariff schedule foresees a gradual reduction of subsidies, resulting in an increase, between December 2017 and February 2018, between 34% and 57% (depending on the province) for natural gas and 34% for electricity. In addition, on May 31, 2018, the Argentine Congress approved a law seeking to limit the increase in energy tariffs implemented by the Macri administration, which was subsequently vetoed by President Macri. On August 1, 2018, pursuant Resolution No. 208/2018 of the National Electricity Regulatory Board (ENRE), the Argentine Secretariat of Energy published a new tariff schedule with increases in electricity rates.

Additionally, through Resolution No. 46/2018, the Argentine Secretariat of Energy instructed the Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima (“CAMMESA”) to acquire gas, to be provided to electricity generators operating in the Argentine Interconnection System (“AIS”), pursuant to maximum reference prices, at the point of entry into the transportation system, set forth in such resolution, which vary depending on the basin in which the gas is produced. Pursuant to Resolution No. 25/2018 of the Argentine

Secretariat of Energy, these maximum reference prices are not applicable if gas is provided by Integración Energética Argentina S.A. (formerly named “ENARSA”), a company owned by the Argentine State, which, pursuant to such resolution, must provide such good at the cost of acquisition and commercialization. The issuance of Resolution No. 46/2018 (as amended by Resolution No. 25/2018), meant a reduction of the prices previously set forth by the Argentine Secretariat of Energy by means of Resolution No.41/2016 of April 7, 2016.

Changes in the energy regulatory framework and the establishment of increased tariffs for the supply of gas and electricity could affect our cost structure and increase operating and public service costs. Moreover, the significant increase in the cost of energy in Argentina, could have an adverse effect on the Argentine economy, and therefore, on our business, financial condition and results of operations.

There is uncertainty about what other measures the Argentine government may adopt related to tariffs, and the impact they may have on the economy of the country. If the federal Argentine government does not resolve the negative effects on the exploitation, transportation and distribution of energy in Argentina with respect to both the residential and industrial supply, this could reduce confidence and adversely affect Argentina’s economy and financial situation and cause political instability. On the other hand, if the necessary investment to increase the production of non-liquefied natural gas and the transportation and distribution of energy is not specified in a timely manner, the economic activity in Argentina could be negatively affected and our business, financial condition and results of operations could be negatively affected.

The upcoming Argentine presidential and provincial elections generate uncertainty in the Argentine economy and, consequently, on our businesses.

Argentina’s presidential elections will take place between August and October 2019 (primaries and first round, respectively, with a potential run-off in November 2019). Other relevant local and federal elections will also take place during 2019. The impact of such electoral processes and the effect they could have on the Argentine economic policies are uncertain, and include uncertainty as to whether the newly elected Argentine government will implement changes in policy or regulation or if it will maintain the current policies or regulations. We cannot guarantee that current programs and policies that apply to the oil and gas sector both at the provincial and national level will continue in place in the future. Argentina’s president and its Congress, each have considerable power to determine governmental policies and actions that relate to the Argentine economy. Therefore, we cannot foresee measures that might be adopted by the Macri administration, or by any potential new administration at the national or provincial levels, and the effect any such measures might have on the Argentine economy and the ability of Argentina to comply with its financial obligations, which could negatively affect our business, financial condition and results of operations. In addition, we cannot assure you that economic, regulatory, social and political developments in Argentina following the elections will not impair our business, financial condition or results of operations, or cause the market value of our shares to decline.

Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition and, consequently, our business.

A lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected and continue to affect Argentina. Argentina ranked 85 of 180 in the Transparency International’s 2018 Corruption Perceptions Index and 119 of 190 in the World Bank’s Doing Business 2019 report.

As of the date of this prospectus, there are various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Argentine Federal Prosecutor, including the largest such investigation, known as Los Cuadernos de las Coimas (the “Notebooks Investigation”), which have negatively impacted the Argentine economy and political environment. Depending on how long it takes to close said investigations and their results, companies involved in the investigations may be subject to, among other consequences, a decrease in their credit ratings, claims filed by their investors, and may further experience

restrictions in their access to financing through the capital markets, together with a decrease in their income. Additionally, as the criminal cases against the companies involved in the investigations move forward, said companies may be restricted from rendering services or may face new restrictions, due to their customers’ internal standards. These adverse effects could restrict these companies’ ability to conduct their operating activities and to meet their financial obligations. As a consequence of the above, the number of suppliers available for our operations may be reduced and, as such, have an adverse effect on our commercial activities and results of operations.

Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, the Argentine government has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption. These measures include the reduction of criminal sentences in exchange for cooperation with the government in corruption investigations, increased access to public information, the seizing of assets from corrupt officials, increasing the powers of the Anticorruption Office ( Oficina Anticorrupción ), submitting a project for a new public ethic law, among others. The Argentine government’s ability to implement these initiatives is uncertain as it would be subject to independent review by the judicial branch, as well as legislative support from opposition parties.

We cannot give any assurance that the implementation of these measures by the Argentine government will be successful in stopping institutional deterioration and corruption.

Economic conditions and government policies in Mexico and elsewhere may have a material impact on our operations.

A deterioration in Mexico’s economic condition, social instability, political unrest, changes in governmental policies, or other adverse social developments in Mexico could adversely affect our business and financial condition. Those events could also lead to increased volatility in the foreign exchange and financial markets, thereby affecting our ability to obtain financing. Additionally, the Mexican government announced budget cuts in November 2015, February 2016 and September 2016 in response to declines in international crude oil prices. Any new budget cuts could adversely affect the Mexican economy and, consequently, our business, financial condition, operating results and prospects.

In the past, Mexico has experienced several periods of slow or negative economic growth, high inflation, high interest rates, currency devaluation and other economic problems. These problems may worsen or reemerge, as applicable, in the future and could adversely affect our business and ability to service our debt. A worsening of international financial or economic conditions, such as a slowdown in growth or recessionary conditions in Mexico’s trading partners, including the United States, or the emergence of a new financial crisis, could have adverse effects on the Mexican economy, our financial condition and our ability to service our debt.

Also, the Mexican government has had significant influence in the Mexican economy in the past and will likely continue to do so. Changes in the legal framework and policies may adversely affect our business and the value of our securities.

Mexico has experienced a period of increasing criminal activity, which could affect our operations.

In recent years, Mexico has experienced a period of increasing criminal activity, primarily due to the activities of drug cartels and related criminal organizations. In addition, the development of the illicit market in fuels in Mexico has led to increases in theft and illegal trade in the fuels that we produce. In response, the Mexican government has implemented various security measures and has strengthened its military and police forces. Despite these efforts, criminal activity continues to exist in Mexico, some of which may target our facilities and products. These activities, their possible escalation and the violence associated with them, in an extreme case, may have a negative impact on our financial condition and results of operations. We are

particularly exposed to this risk in blocks where we hold non-operating interests and have more limited capacity to take actions against any criminal activity affecting our operations, such as Block TM-01, located in Tampico-Misantla basin in Mexico.

Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations.

Political events in Mexico may significantly affect Mexican economic policy and, consequently, our operations. Presidential and federal congressional elections in Mexico were held on July 1, 2018. Mr. Andrés Manuel López Obrador, a member of the Movimiento Regeneración Nacional (National Regeneration Movement, or “MORENA”), was elected President of Mexico and took office on December 1, 2018, replacing Mr. Enrique Peña Nieto, a member of the Partido Revolucionario Institucional (Institutional Revolutionary Party, or “PRI”). The new President’s term will expire on September 30, 2024. As of the date of this prospectus, the National Regeneration Movement holds an absolute majority in the Chamber of Deputies and no political party holds a majority in the Senate. The newly-elected members of the Mexican Congress took office on September 1, 2018. We cannot provide any assurances that political developments in Mexico will not have an adverse effect on the Mexican economy or oil and gas industry and, in turn, our business, results of operations and financial condition, including our ability to repay our debt.

Economic conditions in Mexico are highly correlated with economic conditions in the United States due to the physical proximity and the high degree of economic activity between the two countries generally, including the trade facilitated by the North American Free Trade Agreement (“NAFTA”). As a result, political developments in the United States, including changes in the administration and governmental policies, can also have an impact on the exchange rate between the U.S. Dollar and the Mexican peso, economic conditions in Mexico and the global capital markets.

Since 2003, exports of petrochemical products from Mexico to the United States have enjoyed a zero-tariff rate under NAFTA and, subject to limited exceptions, exports of crude oil and petroleum products have also been free or exempt from tariffs. In August 2017, Mexico, the United States and Canada commenced renegotiation of NAFTA. On November 30, 2018, Mexico, the United States and Canada signed the new United States-Mexico-Canada Agreement (the “USMCA”). As of the date of this prospectus, parties to the USMCA had to pursue their domestic processes towards ratification and implementation of the USMCA. Any increase of import tariffs resulting from the USMCA or any other future arrangement could make it economically unsustainable for U.S. companies to import our oil and gas products if they are unable to transfer those additional costs onto consumers, which would increase our expenses and decrease our revenues, even if domestic and international prices for our products remain constant. Higher tariffs on products that we export to the United States could also require us to renegotiate our contracts or lose business, resulting in a material adverse impact on our business and results of operations.

Because the Mexican economy is heavily influenced by the U.S. economy, the implementation of the USMCA and/or other U.S. government policies that may be adopted by the U.S. administration may adversely affect economic conditions in Mexico. These developments could in turn have an adverse effect on our financial condition, results of operations and ability to repay our debt.

Additionally, President Andrés Manuel López Obrador and his administration have recently taken actions for limiting new private investment in the hydrocarbons industry, including the cancellation of tender bids for the execution of E&P agreements. As of the date of this prospectus, no other tender bids have been announced. These actions may adversely affect our ability to expand our operations in Mexico.

The U.K.’s referendum to exit from the E.U. will have uncertain effects.

On June 23, 2016, the U.K. voted to exit from the E.U. (commonly referred to as “Brexit”). The terms of Brexit and the resulting U.K./E.U. relationship are uncertain for companies doing business both in the U.K. and

the overall global economy. In addition, our business and operations may be impacted by any subsequent vote in Scotland to seek independence from the U.K. Risks related to Brexit that we may encounter include:

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adverse impact on macroeconomic growth and oil and gas demand;

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continued volatility in currencies including the British pound and U.S. Dollar that may impact our financial results;

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volatile capital and debt markets, and access to other sources of capital;

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business uncertainty resulting from prolonged political negotiations; and

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uncertain stability of the E.U. and global economy if other countries exit the E.U.

Given the lack of comparable precedent, it is unclear what financial, trade and legal implications the withdrawal of the U.K. from the E.U. would have and how such withdrawal would affect us. In addition, Brexit may lead other E.U. member countries to consider referendums regarding their E.U. membership. Adverse consequences concerning Brexit or the E.U. could include deterioration in global economic conditions, instability in global financial markets, political uncertainty, continued volatility in currency exchange rates, or adverse changes in the cross-border agreements currently in place, any of which could have an adverse impact on our financial results in the future.

Risks Related to the ADSs and the Offering

The offered securities will be traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.

Prior to the date of this prospectus, our series A shares were listed and traded on the Mexican Stock Exchange only. We have applied to list the ADSs on the NYSE. Any markets that may develop for our series A shares or for the ADSs may not have liquidity and the price at which the series A shares or the ADSs may be sold is uncertain.

Trading in the ADSs or our series A shares on these markets will take place in different currencies (U.S. Dollars on the NYSE and Mexican pesos on the Mexican Stock Exchange), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Mexico). The trading prices of the securities on these two markets may differ due to these and other factors. Any decrease in the price of our series A shares on the Mexican Stock Exchange could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying series A shares for trading on the other market without effecting necessary procedures with the Depositary. This could result in time delays and additional cost for holders of the ADSs.

The trading prices for the series A shares and the ADSs may fluctuate significantly after the global offering.

Volatility in the market price of our series A shares and the ADSs may prevent investors from selling their securities at or above the price that they paid for them. The market price and market liquidity of our series A shares and the ADSs may be adversely affected by a number of factors, including, but not limited to, the extent of investor interest in us, the attractiveness of our series A shares in comparison to other equity securities (for instance, shares issued by a company with larger operating history in our own industry), our financial performance and general market conditions. Certain additional factors that could negatively affect, or result in fluctuations in, the price of our series A shares and the ADSs include:

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actual or anticipated variations in our operating results;

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potential differences between our actual financial and operating results and those expected by investors;

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investors’ perceptions of our prospects and the prospects of our sector;

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new laws or regulations or new interpretations of laws and regulations, including tax guidelines, applicable to the energy sector, our series A shares and/or the ADSs;

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general economic trends and risks in the United States, Latin American or global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;

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changes in our operations or earnings estimates or publication of research reports about us or the Latin American energy industry;

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market conditions affecting the Latin American economy generally or borrowers in Latin America specifically;

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significant volatility in the market price and trading volume of securities of companies in the energy sector, which are not necessarily related to the operating performance of these companies;

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additions to or departures from our Management Team;

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completing (or failing to complete) additional acquisitions or executing additional concession agreements;

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speculation in the press or investment community;

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changes in the credit ratings or outlook assigned to Latin American countries, particularly Mexico and Argentina, and entities of the energy sector;

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political conditions or events in Argentina, Mexico, the United States and other countries; and

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enactment of legislation or other regulatory developments that adversely affect us or our industry.

The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our series A shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our series A shares and ADSs. Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.

The relatively low liquidity and high volatility of the Mexican securities market may cause trading prices and volumes of our series A shares and the ADSs to fluctuate significantly.

The Mexican Stock Exchange is one of Latin America’s largest exchanges in terms of aggregate market capitalization of the companies listed therein, but it remains relatively illiquid and volatile compared to other major foreign stock markets. Although the public participates in the trading of securities on the Mexican Stock Exchange, a substantial portion of trading activity on the Mexican Stock Exchange is conducted by or on behalf of large institutional investors. The trading volume for securities issued by emerging market companies, as Mexican companies, tends to be lower than the trading volume of securities issued by companies in more developed countries. These market characteristics may limit the ability of a holder of our series A shares and may also adversely affect the market price of the series A shares and, as a result, the market price of the ADSs.

If securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADS could decline.

The trading market for our series A shares and the ADSs will depend in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If no securities or industry analysts covers us, the trading price for our series A shares and the ADSs may be negatively impacted. If one or more of the analysts who covers us downgrades us or releases negative publicity about our series A shares and ADSs, our share price would likely decline. If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, interest in our series A shares and the ADSs may decrease, which may cause our share price or trading volume to decline.

As a foreign private issuer and an “emerging growth company,” we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.

As a foreign private issuer and an “emerging growth company” (as defined in the JOBS Act), we may be subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Mexican legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure under the Securities Act, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the information which we have made or are required to make public pursuant to Mexican law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies. Under this act, as an emerging growth company, we will not be subject to the same disclosure and financial reporting requirements as non-emerging growth companies. For example, as an emerging growth company we are permitted to, and intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Also, we will not have to comply with future audit rules promulgated by the PCAOB (unless the SEC determines otherwise) and our auditors will not need to attest to our internal control under Section 404(b) of the Sarbanes-Oxley Act. We may follow these reporting exemptions until we are no longer an emerging growth company. As a result, our shareholders may not have access to certain information that they deem important. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenues of at least US$1.07 billion (as adjusted for inflation), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our series A shares that is held by non-affiliates exceeds US$700.0 million as of the prior September 30, and (2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a non-emerging growth company.

We cannot predict if investors will find our series A shares or the ADSs less attractive because we will rely on these exemptions. If some investors find our series A shares and the ADSs less attractive as a result, there may be a less active trading market for our series A shares and the ADSs and our share price may be more volatile.

ADS holders may be subject to additional risks related to holding ADSs rather than series A shares.

Because ADS holders do not hold their series A shares directly, they are subject to additional risks, including:

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as an ADS holder, we do not treat you as one of our shareholders and you may not be able to exercise shareholder rights;

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distributions on the series A shares represented by your ADSs are paid in Mexican Pesos to a custodian through Indeval, and before such custodian transfers any such distributions to the depositary for your benefit, it would be required to deduct withholding taxes, if any. The depositary would also be required to convert distributions made in Mexican Pesos into U.S. Dollars. Additionally, if the exchange rate fluctuates significantly prior to the depositary converting any distribution into U.S. Dollars, the amount of such distribution may decrease in terms of U.S. Dollars; and

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we and the depositary may amend or terminate the Deposit Agreement without the ADS holders’ consent in a manner that could prejudice ADS holders or that could affect the ability of ADS holders to transfer ADSs.

ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings.

The depositary will be treated by us for all purposes as the shareholder with respect to the shares underlying your ADSs. As a holder of ADSs, you will not have direct shareholder rights and may exercise voting rights with respect to the shares represented by the ADSs only in accordance with the Deposit Agreement relating to the ADSs. There are no provisions under Mexican law or under our bylaws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying series A shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADS holders may be unable to exercise voting rights with respect to the series A shares underlying the ADSs as a result of these practical limitations.

Preemptive rights may be unavailable to non-Mexican holders of ADSs and, as a result, such holders may suffer dilution.

Under our current by-laws, whenever we issue new shares for subscription and for payment in cash, subject to certain exceptions (such as those related to public offerings, mergers, or conversion of convertible securities, including our Warrants), we must grant preemptive subscription rights to our shareholders, giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. We may not be able to offer preemptive rights to foreign shareholders and ADS holders identical to those of our shareholders residing in Mexico in connection with any future issuance of shares, unless we comply with certain specific requirements under the laws and regulations of the applicable jurisdictions of our non-Mexican shareholders. In the case of United States shareholders and ADS holders, we might not be able to offer them shares pursuant to preemptive rights granted to our shareholders in connection with any future issuance of shares, unless the offer of such shares is registered under the Securities Act or an exemption from the registration requirement is available.

We intend to evaluate, at the time of any preemptive prescription rights offering, the costs and potential liabilities associated with a registration statement or similar requirement to enable U.S. or other non-Mexican shareholders and ADS holders to exercise their preemptive subscription rights in the event of an issuance of shares; the indirect benefits of enabling U.S. and other non-Mexican shareholders and ADS holders to exercise preemptive subscription rights; and any other factors that we consider appropriate at the time. We will then decide whether to file such a registration statement or otherwise comply with a similar requirement.

In the event that a required registration statement or similar requirement is not filed or satisfied, U.S. or other non-Mexican shareholders or ADS holders, would not be able to exercise their preemptive subscription rights in connection with future issuances of our shares, and their stake in the Company might be diluted. In this event, the proportion of the economic and voting interests of such U.S. or other non-Mexican shareholders or ADS holders in our total equity could decrease in proportion to the size of the issuance. Depending on the price at which shares are offered, such an issuance could result in dilution in the book value per share to U.S. or other non-Mexican shareholders or ADS holders not participating in the capital increase.

Holders of our series A shares and the ADSs may suffer further dilution as a result of the exercise of our outstanding warrants.

The issuance of shares upon the exercise of outstanding warrants may cause immediate dilution to our existing shareholders. As of the date of this prospectus, we had 70,000,000 Warrants and 29,680,000 Sponsor Warrants outstanding (totaling 99,680,000 warrants outstanding) that are exercisable for 23,333,333 and 9,893,333 series A shares, respectively. Three warrants entitle the holder thereof to purchase one series A share at a price of US$11.50 per series A share. The exercise of such warrants and the corresponding issuance of series A shares may also have a dilutive effect in our earnings per share. The warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for a series A share for any 20 trading days within an applicable 30-trading day period equals or exceeds the Mexican Peso equivalent of US$18.00 and we decide to early terminate the exercise period thereof. See “Description of the Series A Shares and Bylaws—Warrants.”

If all outstanding warrants were exercised, our issued and outstanding share capital would increase by 33,226,667 series A shares, or approximately 43.77% based on 75,909,315 series A shares outstanding as of March 31, 2019. This would result in an immediate dilution to our shareholders and ADSs holders. Exercise of the outstanding warrants may also put demand pressure on the price of our series A shares and the ADSs.

Substantial sales of our series A shares or the ADSs after the global offering could cause the price of our series A shares or the ADSs to decrease.

The market price of our series A shares and the ADSs may decline as a result of sales of a large number of series A shares and ADSs in the market after this offering or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Our shareholders or entities controlled by them or their permitted transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC, as well as any other regulation (including anti-trust rules) that may apply. If any of shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their shares, the market price of our series A shares may decline significantly and, as a result, the market price of the ADSs. In addition, the perception in the public markets that sales by them might occur may also adversely affect the market price of our series A shares and the ADSs.

The protections afforded to minority shareholders in Mexico are not as comprehensive as those in other jurisdictions, such as the United States.

Under Mexican law, the protections afforded to minority shareholders and the responsibilities and duties of directors and senior officers are different or not as complete as those in the United States. Although Mexican law establishes specific duties of care and loyalty applicable to our directors, committee members and senior officers, the Mexican legal regime governing directors, committee members and senior officers, and their duties, is not as comprehensive or developed as in the United States and has not been the subject of as broad and precise judicial interpretation. In addition, the criteria applied in other jurisdictions, including in the United States, to ascertain the independence of corporate directors may be different from the criteria applicable under corresponding Mexican laws and regulations. Furthermore, in Mexico, there are different procedural requirements for shareholder suits that work exclusively for our benefit (such as with respect to derivative suits) and not for the benefit of our shareholders (even those that initiate an action). As a result, it may be more difficult in practice for our minority shareholders to enforce their rights against us or our directors, committee members or senior officers, including for breach of their duties or care or loyalty) than it would be for shareholders of a United States or other non-Mexican company or to obtain compensation for minority shareholders, for losses caused by directors, committee members or senior officers as a result of a breach of their duties.

Our bylaws contain provisions aimed at restricting the acquisition of our shares and restricting the execution of voting agreements among our shareholders.

Pursuant to our bylaws, every direct or indirect acquisition of shares, or attempted acquisition of shares, of any nature by one or more persons or entities requires the prior written approval by the Board of Directors each time that the number of shares to be acquired, when added to any shares already owned by such person or entity, results in the acquirer holding 10% or more of our outstanding capital stock. Once such percentage is reached, such person or entity must notify our Board of Directors of any subsequent acquisition of shares by any such person or entity through which they acquire additional shares representing 2% or more of our outstanding capital stock. Prior, written approval must also be requested from our Board of Directors for the execution of written or oral agreements, as a consequence of which voting association, block voting, or binding or joint vote mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, which effectively results in a change in control of our Company or a 20% ownership interest in our Company. No additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage of our outstanding capital stock is equal to or greater than 20%, nor is any additional authorization required with respect to entering temporary agreements for appointment of minority directors.

If an acquirer does not comply with the procedures described above, such acquired shares or shares regarding any voting agreement will not have any voting rights at any shareholders’ meeting of our Company. Any such acquired shares which have not been approved by our Board of Directors shall not be registered in our stock registry book, entries in our stock registry book made beforehand will be canceled and the Company will not acknowledge or give any value to the records or listings referred to in Article 290 of the Mexican Securities Market Law ( Ley del Mercado de Valores ), any other provision that might substitute it from time to time and other applicable law. Therefore, such records or listings mentioned above will not be considered evidence of ownership of shares, shall not grant the right to attend shareholders’ meetings or validate the exercise of any legal action, including any legal action of a procedural nature.

The provisions in our bylaws described above may only be amended or removed by the approval of shareholders holding at least 95% of our shares. This could hinder the process of selling our shares or the execution of agreements in connection with those shares.

These provisions in our bylaws could potentially discourage future purchases of a significant number of our shares, including potential future acquirers of our business, and, accordingly could adversely affect the liquidity and price of our series A shares.

The payment and amount of dividends are subject to the determination of our shareholders.

The amount available for cash dividends, if any, will be affected by many factors, including our future operating results, financial condition and capital requirements as a result thereof, and the terms and conditions of legal and contractual restrictions. Also, the amount of cash available for dividend payments may vary significantly from estimates. There can be no assurance that we will be able to pay or maintain the payment of dividends. Our actual results may differ significantly from the assumptions made by our Board of Directors in recommending dividends to shareholders or in adopting or amending a dividend policy in the future. Also, there can be no assurance that our Board of Directors will recommend a dividend payment to our shareholders or, if recommended, that our shareholders will approve such a dividend payment. The payment of dividends and the amounts of dividend payments paid by us to our series A shares are subject to the approval of our shareholders and our having absorbed or repaid losses from prior years and also may only be paid from retained earnings approved by our shareholders and if legal reserves have been created.

Dividend distributions to holders of our series A shares will be made in Mexican Pesos.

We will make dividend distributions to holders of our series A shares in Mexican Pesos. While the Mexican government does not currently restrict the ability of Mexican or foreign persons or entities to convert Mexican Pesos into U.S. Dollars or other currencies, it could institute restrictive exchange control policies in the future. Future fluctuations in exchange rates and the effect of any exchange control measures adopted by the Mexican government on the Mexican economy cannot be predicted.

We will be required to assess our internal control over financial reporting on an annual basis and any future adverse findings from such assessment could result in a loss of investor confidence in our financial reports, and significant expenses to remediate any internal control deficiencies and could ultimately have an adverse effect on the market price of the ADSs.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 20-F for the year ending December 31, 2020, our management will be required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting, and can provide no assurance that from time to time we will not identify concerns that could require remediation. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. In addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 which may have an adverse effect on us.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

Following the completion of the global offering, we will be required to comply with various regulatory and reporting requirements, including those required by the Commission in addition to our existing reporting requirements by the CNBV. Complying with these reporting and regulatory requirements will be time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we will be subject to the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, in addition to the existing disclosure requirements by the Mexican Securities Market Law and CNBV rules. These requirements may place a strain on our systems and resources. The Exchange Act rules applicable to us as a foreign private issuer requires that we file annual and current reports with respect to our business and financial

condition. Likewise, CNBV rules require that we make annual and quarterly filings and that we comply with disclosure obligations including current reports. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition.

Our bylaws, in compliance with Mexican law, restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders.

As required by Mexican law, our bylaws provide that non-Mexican shareholders are considered to be Mexican with respect to shares held by them. Moreover, non-Mexican shareholders explicitly agree not to invoke the protection of its own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, though such agreement is not deemed to include a waiver to any other rights (for instance, any rights under the United States securities laws, with respect to its investment in us). If you invoke such governmental protection in violation of this provision of the bylaws, your series A shares may be forfeited to the Mexican government.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of the ADSs.

The NYSE’s rules require listed companies to have, among other things, a majority of their board members be independent and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer and a controlled company, we are permitted to follow home country practice in lieu of the above requirements. Mexican law does not require that a majority of our board consist of independent directors or the implementation of a compensation or nominating committee, and our board may thus not include, or include fewer, independent directors than would be required if we were subject to the NYSE rules applicable to most U.S. companies. As long as we rely on the foreign private issuer and controlled company exemptions to the NYSE rules, a majority of our Board of Directors is not required to consist of independent directors and we will not be required to have a compensation or nominating committee. Therefore, our board’s approach may be different from that of a board with a majority of independent directors, and, as a result, the management team’s oversight of the Company may be more limited than if we were subject to the NYSE rules applicable to most U.S. companies.

It may be difficult to enforce civil liabilities against us or our directors or officers.

We are a publicly traded company with variable capital ( sociedad anónima bursátil de capital variable ) organized under the laws of Mexico, and a majority of the members of our Board of Directors and Management Team, our advisors and independent auditors reside or are based outside the United States. All of our assets and the assets of our subsidiaries are located, and all of our revenues and the revenues of our subsidiaries are derived from, sources outside the United States, particularly in Mexico and Argentina. Consequently, it may not be possible for you to effect service of process upon us or these other persons. Because judgments of U.S. courts or courts of other jurisdictions outside of Mexico and/or Argentina for civil liabilities based upon foreign laws of other jurisdictions outside Mexico and/or Argentina may only be enforced in Mexico and/or Argentina if certain requirements are met, you may face greater difficulties in protecting your interests through actions against us, our directors or the members our Management Team than would shareholders of a corporation incorporated in the United States or in other jurisdictions outside of Mexico. There is doubt as to the enforceability, in original actions in Mexican courts and/or Argentine courts or in actions for enforcement of judgments obtained in courts of jurisdictions outside Mexico and/or Argentina, of liabilities predicated, in whole or in part, on the civil liability

provisions of U.S. federal securities laws. No treaty exists between the United States and Mexico for the reciprocal enforcement of judgments issued in the other country. In addition, the enforceability in Argentine courts of judgments of U.S. or non-Argentine courts with respect to matters arising under U.S. federal securities laws or other non-Argentine regulations will be subject to compliance with certain requirements under Argentine law, including the condition that any such judgment does not violate Argentine public policy ( orden público argentino ) and provided that an Argentine court will not order the attachment on any property located in Argentina and determined by such court to be essential for the provision of public services.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, holders and beneficial owners of ADSs irrevocably waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the ADSs or the deposit agreement. If this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. If we or the depositary opposed a jury trial demand based on the waiver, the court would analyze whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.

No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

USE OF PROCEEDS

The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based on our present plans and business condition. The amounts and timing of any expenditure may vary depending on the amount of cash generated by our operations, competitive developments, our rate of growth and inorganic growth opportunities, if any, of our business. Therefore, as of the date of this prospectus, we cannot estimate the amounts or timing in respect of any of the purposes for the use of proceeds listed above.

An increase (decrease) of US$1.00 in the price per series A share would increase (decrease) the net proceeds to us in connection with the global offering by (assuming the over-allotment option is not exercised).

DIVIDEND POLICY

Under Mexican law, subject to the satisfaction of certain quorum requirements, only shareholders at a general meeting have the authority to declare a dividend. Although not required by law, such declarations typically follow the recommendation of the board of directors. Additionally, under Mexican law, we may only pay dividends from retained earnings included in financial statements that have been approved at a general shareholders’ meeting, after all losses from prior fiscal years have been satisfied and after at least 5% of net income (after profit sharing and other deductions required by Mexican law) has been allocated to legal reserves, up to an amount equal to 20% of our paid-in capital stock from time to time. We have paid no dividend since our incorporation.

Our Board of Directors is not currently considering the adoption of a dividend policy. Changes in our operating and financial results, including those derived from extraordinary events, and risks described in “Risk Factors” that affect our financial condition and liquidity, could limit any distribution of dividends and their amount. We cannot provide any assurances that we will pay dividends in the future or as to the amount of dividends, if any are paid.

The amount and payment of future dividends, if any, will be subject to applicable law and will depend upon a variety of factors that may be considered by our Board of Directors or our shareholders, including our future operating results, financial condition, capital requirements, investments in potential acquisitions or other growth opportunities, legal restrictions, contractual restrictions in our current and future debt instruments and our ability to obtain funds from our subsidiaries. Such factors may limit or prevent the payment of any future dividends and may be considered by our Board of Directors in recommending, or by our shareholders in approving, the payment of any future dividends.

We are a holding company and our income, and therefore our ability to pay dividends, is dependent upon the dividends and other distributions that we receive from our subsidiaries. The payment of dividends or other distributions by our subsidiaries will depend upon their operating results, financial condition, capital expenditures plans and other factors that their respective boards of directors deem relevant. Dividends may only be paid out of distributable reserves and our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to us. In addition, covenants in loan agreements, if any, of our subsidiaries, may limit their ability to declare or pay cash dividends.

In the event we were to declare dividends they would be paid in Mexican Pesos through Indeval to each custodian, which would deduct any applicable withholding taxes. In the case of series A shares represented by ADSs, the depositary will convert the cash dividends it receives in Mexican Pesos into U.S. Dollars at the prevailing rate of exchange, and thereafter it would distribute the amount so converted to the holders of ADSs, net of conversion expenses of the depositary. Fluctuations in the Peso—U.S. Dollar exchange rate will affect the amount of dividends that ADS holders would receive.

MARKET INFORMATION

Market Price of Our Shares

Our series A shares are listed on the Mexican Stock Exchange under the symbol “VISTA.” As of March 31, 2019, the variable portion of our outstanding capital stock was comprised by 75,909,315 series A shares, registered with the RNV and listed on the Mexican Stock Exchange. The variable portion of our capital stock is of unlimited amount pursuant to our bylaws and the applicable laws, whereas the fixed portion of our capital stock is divided into two series C shares, registered with the RNV and listed on the Mexican Stock Exchange.

On February 12, 2019, we completed the sale to Kensington Investments B.V. (“Kensington”) of 5 million series A shares and 5 million warrants to purchase series A shares for an amount of US$50.0 million and, additionally, 500,000 series A shares for an amount of US$5.0 million. Kensington, a wholly-owned subsidiary of the Abu Dhabi Investment Council, a sovereign wealth fund of the government of the Emirate of Abu Dhabi in the United Arab Emirates, is the sole limited partner of Riverstone Vista Capital Partners, L.P. (“RVCP”). The aforementioned sale was consummated pursuant to a certain forward purchase agreement among Vista and RVCP, that provided for the sale by Vista of certain series A shares and warrants to purchase series A shares to RVCP and its permitted transferees, and a related subscription commitment between Vista and Kensington. Prior to the aforementioned sale, RVCP instructed Vista to transfer the relevant series A shares and warrants to Kensington. Both transactions received regulatory approval in Mexico.

As of the date of this prospectus, we had 70,000,000 Warrants and 29,680,000 Sponsor Warrants outstanding (totaling 99,680,000 warrants outstanding) that are exercisable for 23,333,333 and 9,893,333 series A shares, respectively. Three warrants entitle the holder thereof to purchase one series A share at a price of US$11.50 per series A share. The exercise of such warrants and the corresponding issuance of series A shares may also have a dilutive effect in our earnings per share. The warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for series A shares for any 20 trading days within an applicable 30-trading day period equals or exceeds the Mexican Peso equivalent of US$18.00 and we decide to early terminate the exercise period thereof. In the event that we declare an early termination, we will have the right to declare that the exercise of the warrants be made on a “cashless basis.” If we elect the cashless exercise, holders of warrants electing to exercise such warrants shall do so by surrendering warrants and receiving a number of series A shares resulting from the formula set forth in the warrant indenture, which captures the average of the U.S. Dollar equivalent of the closing price of the series A shares during a 10-day period. The warrants are subject to certain additional adjustments, terms and conditions. See “Description of the Series A Shares and Bylaws—Warrants.”

Prior to this offering, no public market existed for the ADSs. We cannot assure you that an active trading market will develop for the ADSs, or that the ADSs will trade in the public market subsequent to the offering at or above the initial public offering price. Each ADS will represent one series A share. After the pricing of this offering, we expect the ADSs to trade on the NYSE under the symbol “VIST” and the series A shares to continue to be listed on the Mexican Stock Exchange under the symbol “VISTA.”

Trading on the Mexican Stock Exchange

The Mexican Stock Exchange, located in Mexico City, is one of two stock exchanges currently operating in Mexico. Operating continuously since 1907, the Mexican Stock Exchange is organized as a variable capital public stock corporation ( sociedad anónima bursátil de capital variable ). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m. Mexico City time, subject to adjustments to operate uniformly with certain markets in the United States.

Since January 1999, all trading on the Mexican Stock Exchange has been effected electronically. The Mexican Stock Exchange may impose a number of measures to promote an orderly and transparent trading price of securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer, when price fluctuations exceed certain limits.

Settlement of transactions with equity securities on the Mexican Stock Exchange are effected three business days after a share transaction is agreed to. Deferred settlement is not permitted without the approval of the Mexican Stock Exchange, even where mutually agreed. Securities traded on the Mexican Stock Exchange are on deposit in book-entry form through the facilities of Indeval, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities. Transactions must be settled in Mexican Pesos except under limited circumstances and in respect of limited transactions in which settlement in foreign currencies may be permitted.

Market Regulation

In 1924, the Mexican National Banking Commission ( Comisión Nacional Bancaria ) was established to regulate banking activity and in 1946, the Mexican Securities Commission ( Comisión Nacional de Valores ) was established to regulate securities market activity. In 1995, these two entities merged to form the CNBV.

Among other things, the CNBV regulates the public offering and trading of securities, public companies and participants in the Mexican securities market (including brokerage houses and the Mexican Stock Exchange), and imposes sanctions for the illegal use of insider information and other violations of the Mexican Securities Market Law. The CNBV regulates the Mexican securities market, the Mexican Stock Exchange, and brokerage firms, through its staff and a board of governors composed of thirteen members.

Mexican Securities Market Law

The current Mexican Securities Market Law was published in the Federal Official Gazette of Mexico on December 30, 2005, and became effective on June 28, 2006, and is referred to as the Mexican Securities Market Law. The Mexican Securities Market Law changed the then Mexican securities laws in various material respects to further align Mexican laws with the securities and corporate governance standards laws in effect in other jurisdictions that maintained more developed securities markets.

In particular, the Mexican Securities Market Law:

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includes private placement exemptions directed to Mexican institutional and qualified investors, and specifies the requirements that need to be satisfied for an issuer or underwriter to fall within the exemption;

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includes improved rules for tender offers, dividing them in either voluntary or mandatory;

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establishes standards for disclosure of holdings applicable to shareholders of public companies;

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expands and strengthens the role of the board of directors of public companies;

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defines the role of the chief executive officer and other relevant officers of public corporations;

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defines the standards applicable to the board of directors and the duties and potential liabilities and penalties applicable to each director, the chief executive officer and other executive officers and the audit and corporate governance committee (introducing concepts such as the duty of care, duty of loyalty and safe harbors for actions attributable to directors and officers);

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replaces the statutory auditor ( comisario ) with the audit and corporate governance committee and establishes the audit and corporate governance committee with clearly defined responsibilities;

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improves the rights of minority shareholders (including the right to initiate shareholders’ derivative suits);

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defines applicable sanctions for violation of law;

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provides flexibility to allow regulated Mexican brokerage firms to engage in certain limited activities;

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regulates stock exchanges, clearinghouses, futures and derivatives markets, and rating agencies;

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establishes penalties (including incarceration), arising from violations of the Mexican Securities Market Law and regulations thereunder;

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establishes that public companies are considered a single economic unit with the entities they control for reporting accounting and other purposes;

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introduces concepts such as consortiums, groups of related persons or entities, control and decision-making power;

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defines rules relating to the types of securities that may be offered by public companies;

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sets forth information for share repurchases; and

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specifies requirements for implementing anti-takeover measures.

In March 2003, the CNBV issued certain general regulations applicable to issuers and other securities market participants, which regulations have since been amended, or the General Regulations, and in September 2004, the CNBV issued certain general regulations applicable to brokerage firms. The General Regulations, which repealed several previously enacted CNBV regulations, provide a consolidated set of rules governing public offerings, reporting requirements and issuer activity, among other things.

On January 10, 2014, a decree amending 34 financial laws, including the Mexican Securities Market Law, was published in the Mexican Federal Official Gazette (collectively, the “ Financial Reform ” ( reforma financiera )). The amendments to the Mexican Securities Market Law became effective on January 13, 2014, with the exception of certain provisions regarding the use of insider information and other related policies that are required to be implemented by some entities. Furthermore, certain entities that are required to comply with these amendments, such as broker dealers and investment advisors, were granted grace periods of six months to one year to comply with the new requirements of the Financial Reform.

Issuance, Registration and Listing Standards

In order to offer securities to the public in Mexico, an issuer must meet specific qualitative and quantitative requirements. Only securities that have been registered with the RNV, pursuant to approval by the CNBV may be listed on the Mexican Stock Exchange.

The General Regulations require the Mexican Stock Exchange to adopt minimum requirements for issuers that seek to list their securities in Mexico. These requirements relate to operating history, financial and capital structure, and minimum public floats, among other things. The General Regulations also require the Mexican Stock Exchange to implement minimum requirements (including minimum public floats) for issuers to maintain their listing in Mexico. These requirements relate to the issuer’s financial condition, capital structure and public float, among others. The CNBV may waive some of these requirements in certain circumstances. In addition, some of the requirements are applicable for each series of shares of the relevant issuer.

The CNBV’s approval for registration with the RNV does not imply any kind of certification or assurance related to the investment quality of the securities, the solvency of the issuer, or the accuracy or completeness of any information delivered to the CNBV or included in any offering document (including this prospectus).

The Mexican Stock Exchange may review compliance with the foregoing requirements and other requirements at any time, but will normally do so on an annual, semi-annual and quarterly basis. The Mexican Stock Exchange must inform the CNBV of the results of its review, and this information must, in turn, be disclosed to investors. If an issuer fails to comply with any of these minimum requirements, the Mexican Stock Exchange will request that the issuer propose a plan to cure the violation. If the issuer fails to propose a plan, if the plan is not satisfactory to the Mexican Stock Exchange, or if an issuer does not make substantial progress

with respect to the implementation of the corrective plan, trading of the relevant series of shares on the Mexican Stock Exchange may be temporarily suspended. In addition, if an issuer fails to implement the plan in full, the CNBV may cancel the registration of the shares, in which case the majority shareholder or any controlling group will be required to carry out a tender offer to acquire all of the outstanding shares of the issuer in accordance with the tender offer provisions set forth in the Mexican Securities Market Law (under which all holders must be treated in the same manner).

Reporting Obligations

Issuers of listed shares such as the Company, are required to file unaudited quarterly financial statements and audited annual financial statements (together with an explanation thereof) and periodic reports, in particular reports dealing with material events, with the CNBV and the Mexican Stock Exchange. Mexican issuers must file the following reports:

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a comprehensive annual report prepared in accordance with the General Regulations, by no later than April 30 of each year, which must include (i) audited annual financial statements and (ii) reports on the activities carried out by the audit and corporate governance committee;

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quarterly reports, within 20 business days following the end of each of the first three quarters and 40 business days following the end of the fourth quarter;

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reports disclosing material information;

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reports and disclosure memoranda revealing corporate restructurings such as mergers, spin-offs or acquisitions or sales of assets, approved by shareholders’ meeting or the board of directors;

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reports regarding the policies and guidelines with respect to the use of the company’s (or its subsidiaries) assets by related persons; and

•

details dealing with agreements among shareholders.

Pursuant to the General Regulations, the internal rules of the Mexican Stock Exchange were amended to implement an automated electronic information transfer system ( Sistema Electrónico de Envío y Difusión de Información, or SEDI) called the Sistema Electrónico de Comunicación con Emisoras de Valores , or EMISNET, for information required to be filed with the Mexican Stock Exchange. Issuers of listed securities must prepare and disclose their financial and other information via EMISNET. Immediately upon receipt, the Mexican Stock Exchange makes this financial and other information available to the public.

The General Regulations and the rules of the Mexican Stock Exchange require issuers of listed securities to file through SEDI information that relates to any event or circumstance that could influence an issuer’s share prices and investor decisions to acquire stock. If listed securities experience unusual price volatility, the Mexican Stock Exchange must immediately request that an issuer inform the public as to the causes of the volatility or, if the issuer is unaware of the causes, that it make a statement to the effect that it is unaware of the causes of such volatility. In addition, the Mexican Stock Exchange must immediately request that issuers disclose any information relating to material events when it deems the available public information to be insufficient, as well as instruct issuers to clarify information when necessary. The Mexican Stock Exchange may request that issuers confirm or deny any material event that has been disclosed to the public by third parties when it deems that the material event may affect or influence the price of the listed securities. The Mexican Stock Exchange must immediately inform the CNBV of any such request. In addition, the CNBV may also make any of these requests directly to issuers. An issuer may delay the disclosure of material events if:

•

the information is related to transactions that have not been consummated;

•

there is no public information in the mass media relating to the material event; and

•

no unusual price or volume fluctuation occurs.

If an issuer elects to delay the disclosure of material, it must implement adequate confidentiality measures (including maintaining a log with the names of parties in possession of confidential information and the date when each such party became aware of the relevant information).

Similarly, if an issuer’s securities are traded on both the Mexican Stock Exchange and a foreign securities exchange, the issuer must simultaneously file the information that it is required to file pursuant to the laws and regulations of the foreign jurisdiction with the CNBV and the Mexican Stock Exchange.

Suspension of Trading

In addition to the authority of the Mexican Stock Exchange under its internal regulations described above, the CNBV and the Mexican Stock Exchange may suspend trading in an issuer’s securities:

•

if the issuer does not disclose a material event;

•

failure by the issuer to timely or adequately comply with its reporting obligations;

•

significant exceptions or comments contained in the auditors’ opinions of the issuer’s financial statements, or determinations that such financial statements were not prepared in accordance with the applicable accounting procedures and policies; or

•

upon price or volume volatility or changes in the trading of the relevant securities that are not consistent with the historic performance of the securities and cannot be explained solely through information made publicly available pursuant to the General Regulations.

The Mexican Stock Exchange must immediately inform the CNBV and the general public of any suspension. An issuer may request that the CNBV or the Mexican Stock Exchange permit trading to resume if it demonstrates that the causes triggering the suspension have been resolved and that it is in full compliance with periodic reporting requirements. If an issuer’s request has been granted, the Mexican Stock Exchange will determine the appropriate mechanism to resume trading (which may include a bidding process to determine applicable prices). If trading in an issuer’s securities is suspended for more than 20 business days and the issuer is authorized to resume trading without conducting a public offering, the issuer must disclose via SEDI, before trading may resume, a description of the causes that resulted in the suspension.

Under consent regulations, the Mexican Stock Exchange may consider the measures adopted by other non- Mexican exchanges to suspend and/or resume trading of an issuer’s shares, in cases where the relevant securities are simultaneously traded on stock exchanges located outside of Mexico.

Insider Trading, Trading Restrictions and Tender Offers

The Mexican Securities Market Law contains specific regulations regarding insider trading, including the requirement that persons in possession of information deemed privileged abstain (i) from directly or indirectly, trading in the relevant issuer’s securities, or derivatives with respect to such securities, the trading price of which may be affected by such information, (ii) from making recommendations or providing advice to third parties to trade in such securities, and (iii) disclosing or communicating such privileged information to third parties (except for persons to whom such information must be disclosed as a result of their positions or employment).

Pursuant to the Mexican Securities Market Law, the following persons must notify the CNBV of any transactions undertaken by them with respect to a listed issuer’s securities, whether on a case-by-case basis or quarterly:

•

members of a listed issuer’s board of directors;

•

shareholders directly or indirectly controlling 10% or more of a listed issuer’s outstanding capital stock; and

•

officers.

These persons must also inform the CNBV of the effect of the transactions within five days following their completion. In addition, insiders must abstain from purchasing or selling securities of the issuer within three months from the last sale or purchase, respectively.

Also, directors and relevant officers that are holders of 1% or more of the outstanding shares of a Mexican public company, must disclose their holdings and the relevant issuer.

Subject to certain exceptions, any acquisition of a public company’s shares that results in the acquirer owning 10% or more, but less than 30%, of an issuer’s outstanding capital stock, must be publicly disclosed to the CNBV and the Mexican Stock Exchange by no later than one business day following the acquisition.

Any acquisition or disposition by certain insiders that results in such insider increasing or decreasing in 5% or more such insider’s holdings in shares of the public company to which it is related must also be publicly disclosed to the CNBV and the Mexican Stock Exchange no later than one business day following the acquisition or disposition. The Mexican Securities Market Law requires that convertible securities, warrants and derivatives to be settled in kind be considered in the calculation of share ownership percentages of public companies.

Tender Offers

The Mexican Securities Market Law contains provisions relating to public tender offers and certain other share acquisitions occurring in Mexico. Under the Mexican Securities Market Law, tender offers may be voluntary or mandatory. Both are subject to prior approval of the CNBV and must comply with general legal and regulatory requirements. Voluntary tender offers, or offers where there is no requirement that they be initiated or completed, are required to be made pro rata. Any intended acquisition of a public company’s shares that results in the acquirer owning 30% or more requires the acquirer to make a mandatory tender offer for the greater of (i) the percentage of the capital stock intended to be acquired, or (ii) 10% of the company’s outstanding capital stock, provided that if such acquisition is aimed at obtaining control, then the potential acquirer is required to launch a mandatory tender offer for 100% of the company’s outstanding capital stock (however, under certain circumstances, the CNBV may permit an offer for less than 100%). The tender offer must be made at the same price to all shareholders and classes of shares. The board of directors, with the advice of the audit and corporate governance committee, must issue its opinion in respect of the fairness of the price applicable to any mandatory tender offer, which may be accompanied by an independent fairness opinion. Directors and the chief executive officer of a public company, in respect of which a tender offer has been made, must disclose whether or not each of them will tender his respective shares in the tender offer.

Under the Mexican Securities Market Law, all tender offers must be open for at least 20 business days and purchases thereunder are required to be made pro rata to all tendering shareholders. The Mexican Securities Market Law also permits the payment of certain amounts to a controlling shareholder over and above the offering price if these amounts are fully disclosed, approved by the board of directors, and paid solely in connection with non-compete or similar obligations. The law also provides exceptions to the mandatory tender offer requirements and specifically sets forth remedies for non-compliance with these tender offer rules ( e.g., suspension of voting rights, possible annulment of purchases, etc.) and other rights available to prior shareholders of the issuer.

Joint Trading of Common Shares and Limited or Non-Voting Shares

The Mexican Securities Market Law does not permit issuers to implement mechanisms for common shares and limited or non-voting shares to be jointly traded or offered to public investors, unless the limited or non-voting shares are convertible into common shares within a period of up to five years, or when, because of the nationality of the holder, the shares or the securities representing the shares limit the right to vote to comply with foreign investment laws. In addition, the aggregate amount of shares with limited or non-voting rights may not exceed 25% of the aggregate amount of publicly held shares. The CNBV may increase this 25% limit by an additional 25%, provided that the limited or non-voting shares exceeding 25% of the aggregate amount of publicly held shares are convertible into common shares within five years of their issuance .

Anti-Takeover Protections

The Mexican Securities Market Law provides that public companies may include anti-takeover provisions in their by-laws if such provisions (i) are approved by a majority of the shareholders, without shareholders representing 5% or more of the capital stock present at the meeting voting against such provision, (ii) do not exclude any shareholders or group of shareholders, (iii) do not restrict, in an absolute manner, a change of control, and (iv) do not contravene legal provisions related to tender offers or have the effect of disregarding the economic rights related to the shares held by the acquiring party .

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2019 (i) on a historical basis and (ii) on an as adjusted basis to give effect to the global offering of the series A shares and assuming that we sell series A shares, including series A shares represented by ADSs in the global offering, at a price of US$ per series A shares, or US$ per ADS (equivalent to Ps. per series A share, based on the exchange rate of Ps. per US$1.00 reported by the Mexican Central Bank on , 2019), the midpoint of the ranges included in this prospectus.

This table should be read in conjunction with the 1Q 2019 audited Condensed Interim Financial Statements and information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


	As of March 31, 2019
	Actual		As adjusted
	(Thousands of US$)
Current borrowings		55,351
Non-current borrowings		279,867

Total debt ⁽¹⁾		335,218
Total warrants ⁽²⁾		39,784
Total shareholders’ equity		521,613

Total capitalization ⁽³⁾		896,615

⁽¹⁾

Correspond to the US$300 million principal amount of the Syndicated Loan and US$35 million principal amount of short-term debt from local commercial banks in Argentina. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness.”

⁽²⁾	Corresponds to the Warrants and the Sponsor Warrants.

⁽³⁾	Total capitalization is the sum of total debt, total warrants and total shareholders’ equity.

For every US$1.00 increase or decrease in the price per series A shares received by us in the global offering, our shareholders’ equity will increase or decrease by Ps. (US$ ).

Since March 31, 2019, there have not been material changes in our consolidated capitalization, except for the two loans entered into by us on May 13, 2019 for an aggregate amount of US$25 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness.”

SELECTED FINANCIAL AND OPERATING DATA

Our financial and operating data is qualified by reference to and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Audited Financial Statements and the Supplemental Financial Statements included elsewhere in this prospectus. Our historical results for any prior period do not necessarily indicate results to be expected for any future period.

The unaudited condensed consolidated interim financial data as of March 31, 2019 and for the three-month periods ended March 31, 2019 and 2018 has been derived from our 1Q 2019 Unaudited Interim Condensed Financial Statements included in this prospectus.

The consolidated financial data for the period from April 4, 2018 to December 31, 2018 (the 2018 Successor Period) and as of December 31, 2018 and for the period from January 1, 2018 to April 3, 2018 (the 2018 Predecessor Period) has been derived from our Audited Financial Statements included in this prospectus.

The consolidated financial data for our Predecessor as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 has been derived from the Audited Financial Statements included in this prospectus. Note 2.5 to the Audited Financial Statements contain the details of our transition to IFRS and application of IFRS 1.

The consolidated financial data for APCO Argentina Branch has been derived from the audited pre-acquisition financial statements of APCO Argentina Branch as of April 3, 2018 and for the period beginning on January 1, 2018 to April 3, 2018 and the audited pre-acquisition consolidated financial statements as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 included in this prospectus. The auditors’ report includes qualified opinions due to the omission of comparative financial information.

The combined financial data for JDM and 25 de Mayo-Medanito has been derived from the abbreviated combined financial statements of revenues and direct operating expenses for the period beginning on January 1, 2018 to April 3, 2018 and the abbreviated combined financial statements of revenues and direct operating expenses for the year ended December 31, 2017 included in this prospectus.

All of the selected financial information included in the following tables is denominated in U.S. Dollars. The financial data that has been derived from our Audited Financial Statements was prepared in accordance with

IFRS. The financial data that has been derived from our 1Q 2019 Unaudited Condensed Interim Financial Statements was prepared in accordance with IAS 34. The abbreviated combined financial information relating to JDM and 25 de Mayo-Medanito was prepared in accordance with U.S. GAAP. For further information, see “Presentation of Financial and Other Information—Financial Statements.”

Historical Financial Data

Statements of Financial Position


	Successor						Predecessor
	As of March 31, 2019 Unaudited			As of December 31, 2018			As of December 31, 2017			As of January 1, 2017
	(in thousands of US$, except for shares and per share data)

Assets
Non-current assets
Property, plant and equipment		872,298			820,722			259,229			286,149
Right-of-use assets		8,906			—			—			—
Goodwill		28,484			28,484			—			—
Other intangible assets		31,869			31,600			1,021			1,536
Trade and other receivables		19,748			20,191			297			927
Other financial assets		—			—			—			64

Total non-current assets		961,305			900,997			260,547			288,676

Current assets
Inventories		22,566			18,187			8,215			16,924
Trade and other receivables		90,313			86,050			56,274			40,174
Cash, bank balances and other short-term investments		87,538			80,908			36,835			24,717

Total current assets		200,417			185,145			101,324			81,815

Total assets		1,161,722			1,086,142			361,871			370,491

Shareholders’ equity and liabilities
Shareholders’ equity
Share capital		567,646			513,255			39,239			39,239
Share-based payment reserve		5,265			4,021			—			—
Legal reserve		—			—			7,523			7,523
Voluntary reserve		—			—			385,033			349,248
Accumulated other comprehensive loss		(2,674	)		(2,674	)		(2,800	)		(2,569	)
Accumulated Loss		(48,624	)		(34,946	)		(148,694	)		(120,081	)

Total shareholders’ equity		521,613			479,656			280,301			273,360

Liabilities
Non-current liabilities
Deferred income tax liabilities, net		136,393			133,757			28,840			38,558
Lease liabilities		7,387			—			—			—
Provisions		16,498			16,186			15,902			14,571
Borrowings		279,867			294,415			—			—
Warrants		39,784			23,700			—			—
Employee defined benefits plan obligation, net		3,535			3,302			4,683			4,366
Other taxes and royalties payable		—			—			2			7
Accounts payable and accrued liabilities		1,003			1,008			—			—

Total non-current liabilities		484,467			472,368			49,427			57,502

Current liabilities
Provisions		3,743			4,140			925			1,615
Leases liabilities		2,378			—			—			—
Borrowings		55,351			10,352			—			—
Salaries and social security payable		4,161			6,348			2,540			2,387
Income tax liability		19,468			22,429			1,401			5,454
Other taxes and royalties payable		6,520			6,515			6,287			5,846
Accounts payable and accrued liabilities		64,021			84,334			20,990			24,327

Total current liabilities		155,642			134,118			32,143			39,629

Total liabilities		640,109			606,486			81,570			97,131

Total shareholders’ equity and liabilities		1,161,722			1,086,142			361,871			370,491

Dividends and Shares
Number of shares		75,909,317			70,409,317			95,443,572	⁽¹⁾		95,443,572	⁽¹⁾
Dividends declared		—			—			6,733	⁽²⁾		—
Dividends declared per share		—			—			0.07	⁽²⁾		—

⁽¹⁾	Refers to shares of PELSA, as the Company’s predecessor.

⁽²⁾	Refers to dividends declared by PELSA, as the Company’s predecessor.

Statements of Profit or Loss and Other Comprehensive Income


	Successor			Predecessor			Successor			Predecessor
	For the three-month period ended March 31, 2019 Unaudited			For the three-month period ended March 31, 2018 Unaudited			For the period from April 4, 2018 through December 31, 2018			For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
	(in thousands of US$, except per share data and margins)

Revenue from contracts with customers		93,727			44,463			331,336			44,463			198,075
Cost of sales		(65,713	)		(38,623	)		(212,581	)		(38,623	)		(174,401	)

Gross profit		28,014			5,840			118,755			5,840			23,674

Selling expenses		(5,695	)		(3,091	)		(21,341	)		(3,091	)		(13,264	)
General and administrative expenses		(8,705	)		(1,466	)		(24,202	)		(1,466	)		(6,774	)
Exploration expenses		(126	)		(134	)		(637	)		(134	)		(1,049	)
Other operating income		627			1,240			2,699			1,240			17,802
Other operating expenses		(2,118	)		(135	)		(18,097	)		(135	)		(5,125	)
Impairment Recovery of property, plant and equipment		—			—			—			—			5,290

Operating profit		11,997			2,254			57,177			2,254			20,554

Interest income		75			239			2,532			239			166
Interest expense		(5,817	)		(23	)		(15,746	)		(23	)		(18	)
Other financial results		(14,228	)		(1,159	)		(22,920	)		(1,159	)		(436	)

Financial results, net		(19,970	)		(943	)		(36,134	)		(943	)		(288	)

(Loss)/Profit before income tax		(7,973	)		1,311			21,043			1,311			20,266
Current income tax expense		(3,069	)		(4,615	)		(35,450	)		(4,615	)		(15,956	)
Deferred income (tax expense) benefit		(2,636	)		(3,345	)		(11,975	)		(3,345	)		9,595

Income tax expense		(5,705	)		(7,960	)		(47,425	)		(7,960	)		(6,361	)

Net (Loss) profit for the period/year		(13,678	)		(6,649	)		(26,382	)		(6,649	)		13,905

Other comprehensive income (loss)		—
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans		—			(89	)		(3,565	)		(89	)		(355	)
—Deferred income tax benefit		—			22			891			22			124

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods		—			(67	)		(2,674	)		(67	)		(231	)

Other comprehensive loss for the period/year, net of tax		—			(67	)		(2,674	)		(67	)		(231	)

Total comprehensive (loss) income for the period/year		(13,678	)		(6,716	)		(29,056	)		(6,716	)		13,674
(Losses) Earnings per share attributable to equity holders of the parent		—
Basic—(In U.S. Dollars per share):		(0.19	)		(0.07	)		(0.37	)		(0.07	)		0.14
Diluted—(In U.S. Dollars per share):		(0.19	)		(0.07	)		(0.37	)		(0.07	)		0.14
Other Financial Information
Adjusted EBITDA ⁽¹⁾		37,135			16,966			146,347			16,966			78,541
Adjusted EBITDA margin ⁽²⁾		0.40			0.38			0.44			0.38			0.40

⁽¹⁾	We calculate Adjusted EBITDA as profit (loss) for the period / year plus income tax expense, financial results, net, depreciation, depletion and amortization, transaction costs related to business combinations,

restructuring expenses and impairment recovery of property, plant and equipment. We present Adjusted EBITDA because we believe it provides investors with a supplemental measure of the financial performance of our core operations that facilitates period to period comparisons on a consistent basis. Our management uses Adjusted EBITDA, among other measures, for internal planning and performance measurement purposes. Adjusted EBITDA is not a measure of liquidity or operating performance under IFRS and should not be construed as an alternative to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS). Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies.

⁽²⁾	We calculate Adjusted EBITDA margin by dividing Adjusted EBITDA by revenues from contracts with customers.

The following table sets forth the reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin and Net Debt:


	Successor			Predecessor			Successor			Predecessor
	For the three-month period ended March 31, 2019 Unaudited			For the three-month period ended March 31, 2018 Unaudited			For the period from April 4, 2018 to December 31, 2018			For the period from January 1, 2018 to April 3, 2018			For the year ended December 31, 2017
	(in thousands of US$, except margins)

Net (Loss) Profit for the period/year		(13,678	)		(6,649	)		(26,382	)		(6,649	)		13,905
Income tax expense		5,705			7,960			47,425			7,960			6,361
Financial results, net		19,970			943			36,134			943			288
Depreciation, depletion and amortization		24,471			14,712			74,772			14,712			63,277
Transaction costs related to business combinations		—			—			2,380			—			—
Restructuring expenses		667			—			12,018			—			—
Impairment recovery of property, plant and equipment		—			—			—			—			(5,290	)

Adjusted EBITDA		37,135			16,966			146,347			16,966			78,541
Revenue from contracts with customers		93,727			44,463			331,336			44,463			198,075

Adjusted EBITDA margin		0. 40			0.38			0.44			0.38			0.40


	Successor
	As of March 31, 2019		As of December 31, 2018
	(in thousands of US$)
Current and non-current borrowings		335,218		304,767
Cash, bank balances and other short term investments		87,538		80,908

Net Debt		247,680		223,859

Historical Reserves and Operating Data

Reserves Data

reserves are currently in Argentina and under Argentine law royalties constitute a production tax payable in cash (and do not give provinces a direct interest in such production to make lifting and sales arrangements independently). We account for royalties as cost of sales.

Reserves quantity information for the year ended December 31, 2018


	Total			Total by product
	Total			Argentina						Mexico ⁽⁶⁾
	All products			Crude oil, condensate and NGL (MMbbl) ⁽⁴⁾			Consumption ⁽⁵⁾ plus natural gas sales (MMboe)			Crude oil, condensate and NGL (MMbbl)		Consumption plus natural gas sales (MMboe)
Proved developed and undeveloped reserves in MMboe:
Beginning of year ⁽¹⁾		52.2			32.6			19.6			—		—
Revisions of previous estimates		—			—			—			—		—
Improved recovery		—			—			—			—		—
Purchases of minerals in place		—			—			—			—		—
Extensions and discoveries ⁽²⁾		15.0			7.2			7.8			—		—
Production ⁽ ³⁾		(9.6	)		(5.6	)		(4.0	)		—		—
Sales of minerals in place		—			—			—			—		—
End of year		57.6			34.2			23.4			—		—

⁽¹⁾	Proved technical volumes as of December 31, 2017 are based on the working interest of the entities and assets acquired in the Initial Business Combination.

⁽²⁾

⁽³⁾	Includes production of the entities and assets acquired in the Initial Business Combination based on their working interest from January 1, 2018 to April 3, 2018, and Vista’s production based on our working interest from April 4, 2018 to December 31, 2018.

⁽⁴⁾

⁽⁵⁾	Natural gas consumption represented 27.2% of total natural gas reserves (consumption plus natural gas sales) as of January 1, 2018, and 16.9% as of December 31, 2018.

⁽⁶⁾	Less than 1 MMboe.

Reserves quantity information for the year ended December 31, 2017 ⁽¹⁾


	Total			Total by product
	Total			Argentina						Mexico
	All products			Crude oil, condensate and NGL (MMbbl) ⁽²⁾			Consumption plus natural gas sales (MMboe) ⁽³⁾			Crude oil, condensate and NGL (MMbbl)		Consumption plus natural gas sales (MMboe)
Proved developed and undeveloped reserves in MMboe:
Beginning of year		58.8			39.7			19.1			—		—
Revisions of previous estimates		3.4			(1.2	)		4.6			—		—
Improved recovery		—			—			—			—		—
Purchases of minerals in place		—			—			—			—		—
Extensions and discoveries		—			—			—			—		—
Production		(10.0	)		(5.9	)		(4.1	)		—		—
Sales of minerals in place		—			—			—			—		—
End of year		52.2			32.6			19.6			—		—

⁽¹⁾	Proved technical volumes as of December 31, 2016 and 2017 are based on the working interest of the entities and assets acquired in the Initial Business Combination.

⁽²⁾

Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 4.8% and 5.2% of our proved developed and undeveloped reserves as of January 1, 2017 and December 31, 2017, respectively.

⁽³⁾	Natural gas consumption represented 30.9% of total natural gas reserves (consumption plus natural gas sales) as of January 1, 2017, and 27.2% as of December 31, 2017.

Production Results and Other Operating Data


	Successor				Predecessor
	Three-month period ended March 31,		Period from April 4 to December 31,		Period from January 1 to April 3,		Year ended December 31,
	2019		2018				2017

Net production volumes ⁽¹⁾ :
Oil (MMbbl)		1.4		4.0		0.5		2.4
Natural Gas (Bncf)		5.0		14.0		2.7		9.8
NGL (MMboe)		0.1		0.2		0.1		0.2
Total (MMboe)		2.3		6.7		1.1		4.4
Average daily net production (boe/d)		25,693		24,425		11,583		12,032
Average realized sales price ⁽²⁾ :
Oil (US$/bbl)		56.7		67.2		60.8		60.7
Natural Gas (US$/MMBtu)		3.7		4.6		4.1		4.5
NGL (US$/bbl)		23.52		34.17		29.74		23.26
Average realized sales price (US$/boe)		40.5		49.3		42.7		45.1
Average unit costs (US$/boe) ⁽³⁾ :
Operating expenses		12.0		12.8		17.6		17.6
Royalties ⁽⁴⁾		6.4		7.5		6.5		6.4
Depreciation, depletion and amortization		10.6		11.1		13.6		13.9
Other data (in thousands of US$)
Operating expenses		27,769		86,245		18,367		77,461
Royalties ⁽⁴⁾		14,799		50,323		6,795		28,163
Depreciation, depletion and amortization		24,471		74,772		14,194		61,211

⁽¹⁾

⁽²⁾

⁽³⁾

⁽ ⁴ ⁾

Financial Data for APCO Argentina Branch (currently APCO Oil & Gas S.A.U.)

Statements of Financial Position


	As of April 3, 2018		As of December 31, 2017		As of January 1, 2017
	(in thousands of US$)
Assets
Non-current assets
Property, plant and equipment		73,741		78,078		85,943
Intangible assets		76		101		124
Trade and other receivables		24		29		130

Total non-current assets		73,841		78,208		86,197

Current assets
Inventories		1,977		1,191		1,213
Other financial assets		—		19		—
Trade and other receivables		14,798		12,266		36,559
Cash and cash equivalents		6,755		7,241		9,033

Total current assets		23,530		20,717		46,805

Total assets		97,371		98,925		133,002


	As of April 3, 2018			As of December 31, 2017			As of January 1, 2017
Head Office account and liabilities
Head Office account
Head Office contributions		14,457			14,457			14,457
Operating account with Head Office		65,156			65,156			89,885
Accumulated losses		(7,704	)		(6,265	)		(6,265	)
Accumulated other comprehensive losses		(880	)		(880	)		(587	)

Total Head Office account		71,029			72,468			97,490

Liabilities
Non-current liabilities
Deferred income tax liabilities, net		5,764			4,358			10,554
Provisions		5,778			5,796			5,116
Employee defined benefits plan obligation, net		1,514			1,473			1,372
Salaries and social security payable		—			—			4

Total non-current liabilities		13,056			11,627			17,046

Current liabilities
Provisions		278			300			232
Borrowings		—			—			3,978
Salaries and social security payable		564			828			776
Income tax liability		4,449			4,390			1,162
Other taxes and royalties payable		1,071			1,081			1,785
Accounts payable and accrued liabilities		6,924			8,231			10,533

Total current liabilities		13,286			14,830			18,466

Total liabilities		26,342			26,457			35,512

Total Head Office account and liabilities		97,371			98,925			133,002

Statements of Profit or Loss and Other Comprehensive Income


	For the period from January 1, 2018 to April 3, 2018			For the year ended December 31, 2017
	(in thousands of US$)
Revenue from contracts with customers		17,690			66,059
Cost of revenues
Crude oil stock fluctuation		786			(22	)
Operating expenses		(6,868	)		(32,261	)
Depreciation, depletion and amortization		(5,614	)		(18,506	)
Royalties		(2,909	)		(11,371	)

Gross profit		3,085			3,899

Selling expenses		(789	)		(3,302	)
General and administrative expenses		(1,154	)		(4,909	)
Exploration expenses		(26	)		(148	)
Impairment of property, plant & equipment		(435	)		(1,080	)
Other operating income		588			5,165
Other operating expenses		—			(69	)

Operating profit / (loss)		1,269			(444	)

Interest income		5			629
Interest expense		(28	)		(811	)
Other financial results		128			3,541

Financial results, net		105			3,359

Profit before income tax		1,374			2,915
Income tax expense		(2,813	)		(3,642	)

Loss for the period/year		(1,439	)		(727	)

Other comprehensive loss
Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans		—			(332	)
—Income Tax benefit		—			39

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods		—			(293	)

Other comprehensive loss for the period/year, net of income tax		—			(293	)

Total comprehensive loss for the period/year		(1,439	)		(1,020	)

Combined Financial Data for JDM and 25 de Mayo-Medanito


	Period from January 1, 2018 to April 3, 2018			Year ended December 31, 2017
	(in thousands of US$)
Revenues		39,796			150,867
Direct operating expenses		(18,213	)		(78,674	)

Revenues in excess of direct operating expenses		21,583			72,193

UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION

(figures in thousands of U.S. Dollars unless otherwise indicated)

We have prepared the following unaudited pro forma condensed consolidated financial information by applying certain pro forma adjustments to our Predecessor/Successor 2018 Audited Financial Statements. Our unaudited pro forma condensed consolidated financial information is presented solely for informational purposes. It should not be interpreted as our actual results of operations or used as an indication of our future consolidated performance. Our unaudited pro forma financial information is based on assumptions we deem reasonable and should be read in conjunction with other historical financial information included in this prospectus, including our Predecessor/Successor 2018 Audited Financial Statements and the Supplemental Financial Statements.

On April 4, 2018, we consummated the Initial Business Combination. For more information on the Initial Business Combination, see “Our Business — Our History” and Note 31 to our Audited Financial Statements). The following unaudited pro forma condensed consolidated statement of profit or loss for the year ended December 31, 2018 is presented to illustrate the effects of Vista’s completion of the Initial Business Combination and give effect to the Initial Business Combination as if it had occurred in its entirety on January 1, 2018.

We included in this prospectus the financial statements of APCO Argentina Branch, the branch of APCO International in Argentina, in lieu of the financial statements of APCO International, which would otherwise be required to be presented under Rule 3-05 of the Exchange Act. See Note 31 to the Audited Financial Statements for more information on the assets and liabilities related to the acquisition of APCO International. We believe that APCO International’s pre-acquisition financial statements would not provide investors with any material information or financial trends related to the assets, liabilities or revenues of the three APCO Entities that would not otherwise appear in the historical financial statements of APCO Argentina Branch and/or our Audited Financial Statements and substantially all of APCO International’s assets and liabilities are either eliminated in the consolidation process, not part of the Initial Business Combination (i.e., APCO Austral S.A., a wholly-owned subsidiary of APCO International, which was transferred by Pluspetrol on March 19, 2018, shortly prior to the consummation of the Initial Business Combination) or otherwise eliminated or subsumed in the purchase accounting recorded by the Company. For further information on these acquisitions, see “Our Business—Our History—The Initial Business Combination.”

The unaudited pro forma condensed consolidated statement of profit or loss is based on (i) Vista’s and our Predecessor Company’s financial statements, (ii) the historical financial statements of APCO Argentina Branch, (iii) the abbreviated combined statement of revenues and direct operating expenses of 25 de Mayo-Medanito and JDM, (iv) the unaudited historical separate financial information for each of APCO International (after intercompany eliminations and exclusion of APCO Austral S.A. since it was not acquired by us) and APCO Argentina prior to the Initial Business Combination (which financial information prepared under IFRS is not included in this prospectus), and (v) the unaudited historical financial information of EL-AA-BP Concessions (which financial information prepared under IFRS is not included in this prospectus).

The abbreviated combined statement of revenues and direct operating expenses of 25 de Mayo-Medanito and JDM represents the historical revenues and direct operating expenses attributable to Pampa’s properties subject to the Initial Business Combination for the period beginning January 1, 2018 to April 3, 2018. The historical results of operations of Pampa’s properties subject to the Initial Business Combination presented herein are not indicative of the acquired business’ operations going forward.

The following unaudited pro forma condensed statement of profit or loss do not purport to present what our results of operations would have been had the Initial Business Combination occurred on the dates indicated or to project our future results of operations. The unaudited pro forma condensed consolidated statement of profit or loss includes assumptions and estimates underlying the unaudited adjustments to the pro forma condensed consolidated financial information that are described in the accompanying notes and are believed to be

reasonable and represent all material information that is necessary to fairly present the unaudited pro forma condensed consolidated statement of profit or loss. In addition, certain reclassifications have been made to the historical financial statements and the unaudited historical financial information to conform to the presentation of Vista’s consolidated financial statements. When necessary, adjustments are made to the financial statements of the subsidiaries to bring their accounting policies into line with our accounting policies. Our actual results of operations may differ significantly from the unaudited pro forma amounts reflected herein.

The unaudited pro forma condensed consolidated statement of profit or loss does not include all the information and disclosures required by IFRS for a complete set of financial statements. You should read the unaudited pro forma condensed consolidated statement of profit or loss set forth below in conjunction with the sections entitled “Summary Financial and Operating Data,” “Selected Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Additionally, you should read that information in conjunction with our Audited Financial Statements, the Supplemental Financial Statements and the notes thereto included elsewhere in this prospectus. Also, the unaudited pro forma condensed consolidated statement of profit or loss are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Risk Factors.”

Unaudited Pro Forma Condensed Consolidated Statement of Profit or Loss for the year ended December 31, 2018

(in thousands of U.S. Dollars except for shares and per share data)


	Successor— From April 4, 2018 through December 31, 2018			Predecessor From January 1, 2018 to April 3, 2018			For the period from January 1, 2018 through April 3, 2018															Notes			For the year ended December 31, 2018
(In thousands of U.S. Dollars, except share and per share data)	VISTA Historical Consolidated			PELSA			EL-AA-BP Concessions			Combined Abbreviated MEDANITO JDM ¹⁾			APCO Argentina Branch			APCO and APCO Argentina Combined			Pro forma adjustments			Notes			VISTA Pro forma Consolidated
Revenue from contracts with customers		331,336			44,463			2,371			39,796			17,690			—			—						435,656
Cost of sales		(212,581	)		(38,623	)		(2,167	) ⁽³⁾		(18,213	)		(14,605	) ⁽²⁾		—			(3,914	)		2.a	)		(290,103	) ⁽⁴⁾

Gross profit		118,755			5,840			204			21,583			3,085			—			(3,914	)					145,553

Selling expenses		(21,341	)		(3,091	)		(121	)		—			(789	)		—			—						(25,342	)
General and administrative expenses		(24,202	)		(1,466	)		(53	)		—			(1,154	)		(130	)		(2,979	)		2.b	)		(29,984	) ⁽⁵ ⁾
Exploration expenses		(637	)		(134	)		(7	)		—			(26	)		—			—						(804	)
Other operating income		2,699			1,240			53			—			588			4,968			—						9,548
Other operating expenses		(18,097	)		(135	)		(39	)		—			—			—			2,380			2.c	)		(15,891	)
Impairment of property, plant and equipment		—			—			—			—			(435	)		—			—						(435	)

Operating profit		57,177			2,254			37			21,583			1,269			4,838			(4,513	)					82,645

Interest income		2,532			239			121			—			5			2			—						2,899
Interest expense		(15,746	)		(23	)		—			—			(28	)		(17	)		(10,423	)		2.d	)		(26,237	)
Other financial results		(22,920	)		(1,159	)		31			—			128			(11	)		13,258			2.e	)		(10,673	)

Financial results, net		(36,134	)		(943	)		152			—			105			(26	)		2,835						(34,011	)

Net (loss) profit before income tax		21,043			1,311			189			21,583			1,374			4,812			(1,678	)					48,634

Current income tax (expense) benefit		(35,450	)		(4,615	)		(251	)		—			(1,407	)		—			360			2.f	)		(41,363	)
Deferred income tax (expense) benefit		(11,975	)		(3,345	)		26			—			(1,406	)		(90	)		—						(16,790	)

Income tax (expense) benefit		(47,425	)		(7,960	)		(225	)		—			(2,813	)		(90	)		360						(58,153	)

Net (loss) profit for the period		(26,382	)		(6,649	)		(36	)		21,583			(1,439	)		4,722			(1,318	)					(9,520	)

Basic losses per share:		(0.37	)		(0.07	)																				(0.17	)
Diluted losses per share:		(0.37	)		(0.07	)																				(0.17	)
Weighted average shares outstanding (basic)		70,409,317			95,443,572																					70,409,317
Weighted average shares outstanding (diluted)		70,409,317			95,443,572																					70,409,317

⁽¹⁾

Figures relating to 25 de Mayo-Medanito and JDM derives from the abbreviated statements of revenues and direct operating expenses, prepared under U.S. GAAP and included elsewhere in this prospectus. Our management has not identified any differences between these U.S. GAAP figures and those that would have been reported under IFRS. Hence, no adjustments were made to this pro forma information.

⁽²⁾	Includes US$5,614 for depreciation, depletion and amortization.

⁽³⁾	Includes US$849 for depreciation, depletion and amortization.

⁽⁴ ⁾

Pro forma cost of sales for the period from January 1, 2018 to April 3, 2018 of US$77,522 include operating expenses of US$38,210, royalties for US$16,260, depreciation, depletion and amortization for US$24,571 and crude oil stock fluctuation gain for US$1,519. Cost of sales for the 2018 Successor Period of US$212,581 include operating expenses of US$86,245, royalties for US$50,323, depreciation, depletion and amortization for US$74,772 and crude oil stock fluctuation for US$1,241. Cost of sales for the pro forma period ended December 31, 2018 of US$290,103 include operating expenses of US$124,455, royalties for US$66,583, depreciation, depletion and amortization for US$99,343 and crude oil stock fluctuation gain for US$278. Total pro forma figures include adjustments in Depreciation, depletion and amortization for US$3,914.

⁽⁵⁾	Includes US$518 for depreciation, depletion and amortization of PELSA.

Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Profit or Loss for the year ended December 31, 2018—In thousands of U.S. Dollars

Note 1—Basis of presentation

Our Predecessor/Successor 2018 Audited Financial Statements and APCO Argentina Branch financial statements as of April 3, 2018, and for the period from January 1, 2018 to April 3, 2018, were prepared in accordance with IFRS and presented in U.S. Dollars. The 25 de Mayo-Medanito and JDM abbreviated combined statements of revenues and direct operating expenses for the period from January 1, 2018 to April 3, 2018 were prepared in accordance with U.S. GAAP and presented in thousands of U.S. Dollars. Additionally, certain adjustments were made to align APCO Argentina Branch’s, 25 de Mayo-Medanito’s and JDM’s statements of profit or loss presentation with ours. When necessary, adjustments were made to the financial statements of subsidiaries to bring their accounting policies into line with our accounting policies.

The historical financial information is derived from Predecessor/Successor 2018 Audited Financial Statements. The financial information related to the “Abbreviated combined Medanito – JDM” column and “APCO Argentina Branch” column are derived from the Supplemental Financial Statements. The financial information related to “EL-AA-BP Concessions” column and “APCO and APCO Argentina Combined” column are derived from PELSA’s and APCO’s accounting records, respectively. The historical consolidated statements of profit or loss and other comprehensive income have been adjusted in the unaudited pro forma condensed consolidated statement of profit or loss to give effect to pro forma events that are (i) directly attributable to the Initial Business Combination, (ii) factually supportable and (iii) expected to have a continuing impact on our consolidated results following the Initial Business Combination.

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated statement of profit or loss are consistent with those described in our Predecessor/Successor 2018 Audited Financial Statements.

The unaudited pro forma condensed consolidated statement of profit or loss do not necessarily reflect what our consolidated results of operations would have been had the Initial Business Combination occurred on the dates indicated and may not be useful in predicting our future results of operations. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Furthermore, as a result of presenting combined abbreviated statements of revenues and direct operating expenses for the 25 de Mayo-Medanito and JDM businesses, the unaudited pro forma condensed consolidated statement of profit or loss for the year ended December 31, 2018 is not indicative of our results of operations because of the changes in the business plans and the omission of various operating and non-operating expenses and the income tax effects.

In addition, the unaudited pro forma condensed consolidated statement of profit or loss does not reflect the realization of any expected cost savings or other synergies from the Initial Business Combination as a result of restructuring activities and other planned cost savings initiatives following the completion of the Initial Business Combination.

There were no material transactions between us and the entities included in this unaudited pro forma condensed consolidated financial information that need to be eliminated from the unaudited pro forma condensed consolidated statement of profit or loss during the period covered by the unaudited pro forma condensed consolidated financial information.

The pro forma adjustments are based upon available information and certain assumptions. Actual effects of the transactions may differ from the pro forma adjustments. Management believes, however, that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable and give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated statement of profit or loss.

Note 2—Pro forma adjustments

The following adjustments have been reflected in the unaudited pro forma condensed consolidated statement of profit or loss:

(a)

Represents (1) additional depreciation, depletion and amortization expense (“DD&A”) for the increase in the fair values of the property, plant and equipment attributable to PELSA’s, APCO Argentina Branch’s, 25 de Mayo-Medanito’s and JDM’s oil and gas properties and (2) the revision to PELSA’s DD&A rates to give effect to the reserves volumes acquired in the Initial Business Combination. This additional DD&A was calculated based on the same accounting policy as explained in Note 2.4.2.1 to the Audited Financial Statements.

The impact on pro forma depreciation, depletion and amortization expense as a consequence of the Initial Business Combination, is as follows:


	For the period from January 1, 2018 through April 3, 2018 (in thousands of U.S. Dollars)
	PELSA		EL-AA-BP Concessions		MEDANITO / JDM Combined			APCO Argentina Branch		APCO and APCO Argentina Combined		Total
Cost of sales		2,459		232		(7,836	)		1,231		—		(3,914)

(b)

Corresponds to the general and administrative expenses incurred by Vista in the period from January 1, 2018 to April 3, 2018.

(c)

Represents the elimination of non-recurring transaction costs incurred during the year ended December 31, 2018 of US$2,380 that are directly related to the Initial Business Combination that were recognized in profit or loss and included in “Other operating expenses.”

(d)

Represents the additional interest expense of US$13,386 from the five-year Syndicated Loan obtained in July 19, 2018 for US$300 million (as if the Syndicated would have been obtained on January 1, 2018), net of US$3,445 for the reversal of interest expense from the Bridge Loan (which amount was already reflected in the Successor’s statement of profit or loss). The Syndicated Loan was used to prepay the Bridge Loan and it was intended to finance the Initial Business Combination. In addition, it includes lower accretion expense related to the asset retirement obligations on oil and natural gas properties acquired for an amount of US$15 and US$457 of interest expense incurred by Vista in the period from January 1, 2018 to April 3, 2018. Any change of a 1/8% in interest rates would result in a variation of approximately US$104 on pro forma interest expense.

(e)

It reflects the elimination of non-recurring loan issue costs expensed during the year ended December 31, 2018 of US$13,258 relating to the repayment of the Bridge Loan. These issue costs were recognized in profit or loss when the Bridge Loan was repaid with proceeds from the Syndicated Loan. Issue costs relating to the Syndicated Loan are expensed as interest in our historical financial statements using the effective interest rate method.

(f)

Represents the income tax effect on the adjustments described above. See Note 32 to the Audited Financial Statements.

100

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of the financial condition and results of our operations highlights certain relevant information included elsewhere in this prospectus. This discussion does not purport to be complete and may not contain all of the information that is important or relevant to you. Before investing in our series A shares or the ADSs, you should carefully read this entire prospectus, including the Audited Financial Statements and the sections entitled “Selected Financial and Operating Data,” “Risk Factors” and “Unaudited Condensed Pro Forma Financial Information” in each case included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this prospectus.

Overview

We are an independent Latin American oil and gas company operating since April 4, 2018. We own high-quality, low-operating cost, high-margin conventional producing assets in Argentina and Mexico, with most of our production and revenues originating in Argentina. In addition, most of our ongoing drilling and workover activities, estimated proved reserves and assets are located in Argentina, including our currently-producing Vaca Muerta wells. Led by an experienced management team, we seek to generate strong returns for our shareholders by leveraging our strong cash flow-producing conventional assets and developing our premier shale acreage in our approximately 134,000 net acres in the Vaca Muerta shale play in Argentina, as well as by increasing our recovery factor, which is currently lower than the average 15% recovery factor observed in analogous on-shore fields with a solution gas drive drainage mechanism. Since the beginning of our operations, we increased our net acreage in Vaca Muerta by adding approximately 15,000 net core acres and acquired a 50% participation interest in three on-shore blocks in Mexico.

Based on the average daily production of all assets acquired by us in the Initial Business Combination of 24,470 boe/d for the year ended December 31, 2018, our proved reserves replacement ratio for such period was 161%.

Basis of Presentation

As a result of the Initial Business Combination, the discussion of our results of operations in respect of the year ended December 31, 2018 includes financial information about the Predecessor Company as well as Vista, as the successor company. Our financial reporting periods in respect of the year ended December 31, 2018 are presented herein as follows:

•

the “2018 Predecessor Period,” which refers to the period from January 1, 2018 to April 3, 2018 and includes the consolidated results of operations of the Predecessor Company; and

101

•

the “2018 Successor Period,” which refers to the period from April 4, 2018 to December 31, 2018 and includes the consolidated results of operations of Vista, as the successor company.

The discussion of our results of operations in respect of the year ended December 31, 2017 only includes financial information about the Predecessor Company (the “2017 Predecessor Year”).

The discussion of our results of operations in respect of the three-month period ended March 31, 2019 only includes financial information about Vista as the successor company, whereas the comparative information for the three-month period ended March 31, 2018 only includes information about the Predecessor Company. In addition, effective January 1, 2019, we adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application on January 1, 2019. Under this method, the standard is applied with the cumulative effect of initially applying the standard recognized at the date of initial application. Accordingly, certain comparisons for the above mentioned new accounting standard and for the recognition of income tax expenses between periods may be affected. See Note 2.2 to our 1Q 2019 Unaudited Condensed Interim Financial Statements.

Emerging Growth Company

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks Related to the ADSs and the Offering—As a foreign private issuer and an “emerging growth company,” we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.”

Non-IFRS Financial Measures

In this prospectus, we present Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin, which are non-IFRS financial measures. See “Presentation of

102

Financial and Other Information—Non-IFRS Financial Measures” for a description of how we define these non-IFRS financial measures.

For a reconciliation of Net Debt, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable IFRS financial measure, see “Selected Financial and Operating Data.”

The following table sets forth the reconciliation of pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin:


	For the year ended December 31, 2018
Pro forma loss for the year		(9,520	)
Plus:
Pro forma income tax expense		58,153
Pro forma financial results, net		34,011
Pro forma depreciation, depletion and amortization		99,861
Pro forma restructuring expenses		12,018
Pro forma impairment loss of property, plant and equipment		435
Pro forma Adjusted EBITDA ⁽¹⁾		194,958

Pro forma revenue from contracts with customers		435,656

Pro forma Adjusted EBITDA margin ⁽²⁾		44.8	%

⁽¹⁾	We calculate pro forma Adjusted EBITDA as pro forma loss for the year plus pro forma income tax expense, pro forma financial results, net, pro forma depreciation, depletion and amortization, pro forma restructuring expenses and pro forma impairment loss of property, plant and equipment.

⁽²⁾	We calculate pro forma Adjusted EBITDA Margin as the ratio of pro forma Adjusted EBITDA to pro forma revenue from contracts with customers.

Certain Projected Financial Information

The projections set forth below for the year ended December 31, 2019 and elsewhere in this prospectus have been prepared by our management in good faith on a basis believed to be reasonable. The projections involve significant elements of subjective judgment and analysis as well as risks (many of which are beyond our control). No representation can be made as to the attainability of our projections. Investors are cautioned that such projections have not been audited and have not been prepared in compliance with IFRS. For a listing of risks and other factors that could impact our ability to attain our projected results, please see “Forward-Looking Statements” and “Risk Factors,” in particular “Risk Factors—Our financial estimates are based on various assumptions that may not prove to be correct.”

This prospective financial information was not prepared with a view toward compliance with guidelines established by the International Accounting Standards Board. These projections were prepared for capital budgeting and other management purposes, are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and may be materially different than actual results.

Although the assumptions and estimates on which the projections are based are believed by our management to be reasonable and based on the best currently available information, the projections are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. The inclusion of the projected financial information in this prospectus should not be regarded as an indication that we or our management considered or consider the projections to be a reliable prediction of future events.

103

We have not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone. Neither our management nor any of our representatives has made or makes any representation to any person regarding our future performance compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. We may or may not refer back to these projections in our future periodic reports filed under the Exchange Act.

The prospective financial information included in this prospectus was prepared by, and is the responsibility of, our management. EY, our auditor, and PwC, the auditor of PELSA, the Company’s predecessor have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, EY and PwC do not express an opinion or any other form of assurance with respect thereto. The EY and PwC reports included in this prospectus relate to our and to the Company’s predecessor financial statements included herein. They do not extend to the prospective financial information and should not be read to do so.

The following table presents our unaudited estimated revenue from contracts with customers, and a reconciliation of our estimated Adjusted EBITDA and estimated Adjusted EBITDA Margin for the year ended December 31, 2019:


	For the year ended December 31, 2019
	(in thousands of US$, except margin)
Estimated revenue from contracts with customers		480,000
Estimated operating profit		103,100
Estimated depreciation, depletion and amortization		121,900
Estimated Adjusted EBITDA		225,000
Estimated Adjusted EBITDA Margin		0.47

For more information on non-IFRS financial measures, including the definition of Adjusted EBITDA and Adjusted EBITDA Margin, see “Presentation of Financial and Other Information—Non-IFRS Financial Measures.”

We cannot provide a reconciliation of the IFRS measure net (loss) profit to estimated Adjusted EBITDA for 2019 without unreasonable effort, given that we are unable to estimate the amounts of certain components of the IFRS net (loss) profit for the projected periods, including interest expense and foreign exchange gains (which affect the IFRS measure financial results, net) and our deferred income tax (which affects the IFRS measure income tax expense). Due to the nature of certain reconciling items, it is not possible to predict with any reliability what future outcomes may be with regard to the expense or income that may ultimately be recognized in 2019.

The projections set forth in the table above are based on various assumptions, one or more of which could prove to be inaccurate in material respects. If one or more of these assumptions prove inaccurate or if future results differ from expected results, then our actual future results could be less favorable, and could be materially less favorable, than the above-referred projections.

The projections are based on information as of the date of this prospectus and reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond our control, such as the risks and uncertainties contained in the section entitled “Risk Factors.” Management derived its projections based on modeling revenue growth assumptions and estimates of controllable expenditures. The most significant assumptions for the year ended December 31, 2019 upon which our management based its projections are, among other things:

(i)

average Brent crude oil price (US$/bbl) of US$60;

(ii)

average natural gas price in Argentina (US$/MMBtu) of US$3.70;

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(iii)

average LPG price in Argentina (US$/bbl) of US$23.9;

(iv)

average daily production of 29,900 boe/d;

(v)

there are no significant changes to the regulatory framework applicable to the oil and gas industry in Argentina and Mexico, including any imposition of additional export duties and other taxes;

(vi)

our operating expenses will not exceed significantly US$143 million (i.e., a lifting cost of US$13.1/boe); and

(vii)

there are no significant changes to our general and administrative expenses, selling expenses and other operating expenses as a percentage of our revenues as compared to our general and administrative expenses, selling expenses and other operating expenses as a percentage of our revenue during the three-month period ended March 31, 2019.

Source of Revenues

Vista is principally engaged in the oil and gas business in the E&P industry. Our oil and gas operations derive revenues mainly from the sale of crude oil, natural gas, and NGL. During the three-month period ended March 31, 2019, oil sales contributed 78.2% of our total revenues, natural gas sales contributed 20.4% of our total revenues and NGL sales contributed 1.4% of our total revenues. During the 2018 Successor Period, oil sales contributed 78.5% of our total revenues, natural gas sales contributed 19.7% of our total revenues and NGL sales contributed 1.8% of our total revenues. During the 2018 Predecessor Period, oil sales contributed 70.8% of our total revenues, natural gas sales contributed 25.7% of our total revenues and NGL sales contributed 3.5% of our total revenues. All of our revenues were generated in Argentina in all the periods presented.

Our sales volumes directly impact our results of operations. As reservoir pressure declines, production from a given well or formation decreases. Growth in our future production and reserves will depend on the development of our acreage and the corresponding capital expenditure, which will determine our ability to add proved reserves in excess of our production. Accordingly, we plan to maintain our focus on adding reserves by further drilling our acreage, in particular our shale acreage and testing additional stacked pay zones and reducing well spacing. Our ability to add reserves through acquisitions is dependent on many factors, including prevailing market conditions and our ability to raise capital, obtain regulatory approvals, procure drilling rigs and personnel and successfully identify and consummate acquisitions.

Our business is inherently volatile due to the influence of external factors, such as internal demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends.

We sell our oil and gas to many creditworthy purchasers. Since our production is sold in the commodities market where several customers or markets are accessible to us, we do not believe the loss of any customer would have a material adverse effect on our business.

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Production Results and Other Operating Data


	Successor				Predecessor
	Three-month period ended March 31,		Period from April 4 to December 31,		Period from January 1 to April 3,		Year ended December 31,
	2019		2018				2017

Net production volumes ⁽¹⁾ :
Oil (MMbbl)		1.4		4.0		0.5		2.4
Natural Gas (Bncf)		5.0		14.0		2.7		9.8
NGL (MMboe)		0.1		0.2		0.1		0.2
Total (MMboe)		2.3		6.7		1.1		4.4
Average daily net production (boe/d)		25,693		24,425		11,583		12,032
Average realized sales price ⁽²⁾ :
Oil (US$/bbl)		56.7		67.2		60.8		60.7
Natural Gas (US$/MMBtu)		3.7		4.6		4.1		4.5
NGL (US$/bbl)		23.52		34.17		29.74		23.26
Average realized sales price (US$/boe)		40.5		49.3		42.7		45.1
Average unit costs (US$/boe) ⁽³⁾ :
Operating expenses		12.0		12.8		17.6		17.6
Royalties ⁽⁴⁾		6.4		7.5		6.5		6.4
Depreciation, depletion and amortization		10.6		11.1		13.6		13.9
Other data (in thousands of US$)
Operating expenses		27,769		86,245		18,367		77,461
Royalties ⁽⁴⁾		14,799		50,323		6,795		28,163
Depreciation, depletion and amortization		24,471		74,772		14,194		61,211

⁽¹⁾

⁽²⁾

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⁽³⁾

⁽ ⁴ ⁾

The following table highlights certain operating data after the Initial Business Combination and through the end of the second quarter in 2018, as well as for the third and fourth quarters of 2018 and the first quarter of 2019:


	2019		2018
	Three-month period ended March 31,		Three-month period ended December 31,		Three-month period ended September 30,		Three-month period ended June 30,
Average Brent Oil Price (US$ per bbl) ⁽¹⁾		63.8		68.6		75.8		75.0
Average Medanito Crude Oil Price (US$ per bbl) ⁽²⁾ ⁽³⁾		54.0		61.9		65.9		66.3
Average Natural Gas Price (US$ per MMBtu) ⁽ ⁴ ⁾		3.5		3.7		4.7		4.9
Net production volumes:
Oil (MMbbl)		1.4		1.3		1.4		1.3
Natural Gas (Bncf)		5.1		4.9		4.5		4.6
NGL (MMboe)		0.1		0.1		0.1		0.1

Total (Mboe)		2.3		2.3		2.2		2.2
Average realized sales price:
Oil (US$/bbl)		56.7		65.5		67.5		68.0
Natural Gas (US$/MMBtu)		3.7		4.0		5.1		4.8
NGL (US$/bbl)		23.52		31.70		22.50		27.35
Lifting Cost (US$/boe)		12.0		12.6		11.8		14.1
Number of conventional wells drilled		14		7		9		4
Number of unconventional wells drilled		3		4		0		0
Revenue from contracts with customers		93.7		104.1		116.9		110.3

⁽¹⁾	Source: Bloomberg.

⁽²⁾	Light oil extracted from the Neuquina basin. Source: Argentine Secretariat of Energy.

⁽³⁾	Source: Argentine Secretariat of Energy.

⁽⁴⁾

Factors Affecting our Results of Operations

Our operations are affected by a number of factors, including:

•

the volume of crude oil, natural gas and liquid gas we produce and sell;

•

pricing regulation, mainly related to gas;

•

export administration by the Argentine and Mexican governments and domestic supply requirements;

•

international and domestic prices of crude oil and oil products;

•

discount of our oil production to market prices;

•

our capital expenditures and financing availability;

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•

cost increases;

•

market demand for hydrocarbon products;

•

operational risks, labor strikes and other forms of public protest;

•

taxes, including export taxes;

•

regulation of capital flows;

•

exchange rates; and

•

interest rates.

Our business is inherently volatile due to the influence of external factors, such as internal demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations and policies. Consequently, our past financial condition, results of operations and trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends.

Discovery and Exploitation of Reserves

Our results of operations depend to a large extent on our level of success in the exploration campaigns and appraisal of wells, the implementation of secondary and tertiary recovery projects in our conventional blocks, and in the further delineation of stack landing zones and the reduction of well spacing in our Vaca Muerta shale acreage. While we have geological reports evaluating certain proved, contingent and prospective reserves in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercialization of oil and gas. The calculation of our geological and petrophysical estimates is complex and imprecise, which means it is possible that our future exploration will not result in additional discoveries, and, even if we are able to successfully make such discoveries, it is uncertain whether the discoveries will be commercially viable to produce.

Funding our capital expenditures partially relies on oil prices remaining close to, or higher than, our estimates together with other factors to generate sufficient cash flow. Low oil prices may affect our revenues, which in turn may affect our debt capacity and remaining within the leverage ratios defined in the covenants in our financing agreements, as well as our cash flow from operations. Our operations, investor confidence and share price could be adversely affected if we are not able to generate enough cash flows to fund our future operating expenses and capital expenditures.

If average realized oil prices are higher than expected, we would have the ability to allocate additional capital to engage in new in-house projects, potential acquisition opportunities and accelerate the pace of existing operations, in all cases leading to a potential increase of our oil and gas production and cash flows.

Our operations results would be adversely affected in the event that our oil and natural gas reserves and the capital expenditure return does not meet our expectations. In addition, we focus on several factors when analyzing new investment in our blocks or potential acquisitions. As a consequence, it is uncertain whether we will focus in the development of our current assets or make any acquisitions to increase our current production and reserves. Our business, results from operations and financial condition may be materially affected if we do not deploy the necessary capital expenditures to increase the reserves of our current blocks or increase our reserves through profitable acquisition opportunities.

Availability and Reliability of Infrastructure

Our business depends on the availability and reliability of operating and transportation facilities in the areas we operate. Prices, together with the availability of equipment and infrastructure, with the corresponding

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maintenance thereof, affect our ability to follow our investment plan to operate our business, and thus our operations results and financial condition. See “Our Business—Our Operations—Oil and Gas Reserves Production—Transportation and Treatment” and Our Business—Our Operations—Investment in Property, Plant and Equipment.”

Contractual Obligations

In order to protect our exploitation rights in our concessions, we must achieve certain milestones, including investment commitments, related to drilling and production in determined time periods, as stated in the corresponding agreements. The operating and maintenance costs may increase significantly due to adverse local or international market conditions, including local recession, foreign exchange volatility or high financing costs, which could prevent us from meeting our commitments under such agreements on commercially reasonable terms or at all, which may force us to forfeit our interests in such areas. If we do not succeed in renewing these agreements and maintaining our operations in these concessions, or securing new ones, our ability to grow our business may be materially affected.

The Argentine and Mexican Economies

Our main assets and most of our operations are located in Argentina and to a lesser extent in Mexico. Accordingly, our financial condition and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina, and to a lesser extent in Mexico.

The general performance of the Argentine economy affects the demand for energy, while inflation, fluctuations in currency exchange rates and social stability affect our costs and our margins. Inflation primarily affects our business by increasing operating costs in Argentine Pesos.

The following table sets forth key economic indicators in Argentina during the periods indicated:


	Year ended December 31,
	2018			2017			2016			2015		2014			2013
Real GDP (% change)		(2.5	) ⁽¹ ⁾		2.7	⁽²⁾		(2.1	)		2.7		(2.5	)		2.4
Nominal GDP (in millions of AR$)		14,556,559	⁽¹⁾		10,644,779	⁽²⁾		8,228,160			5,954,511		4,579,086			3,348,308
Consumer Price Index (CPI) variation (in %) ⁽³⁾		47.6			24.8			41.0			26.9		38.0			26.6
Nominal Exchange Rate (in AR$/US$ at period end)		37.8			18.8			15.9			13.0		8.6			6.5

⁽¹⁾	Preliminary data.

⁽²⁾	Provisional data.

⁽³⁾	The inflation from 2013 to 2016 corresponds to the one published by the Buenos Aires City Government.

For more information on these macroeconomic and political conditions, see “Risk Factors—Risks Relating to the Argentine and Mexican Economies and Regulatory Environments.”

Foreign Exchange Rates

The majority of our sales are directly denominated in U.S. Dollars or indexed to the U.S. dollar. We collect a significant portion of our revenues in Argentine Pesos pursuant to prices which are indexed to the U.S. Dollar, mainly revenues resulting from the sale of natural gas and crude oil, which sales are invoiced in U.S. dollars using the U.S. Dollar/Argentine Peso exchange rate as of the date of issuance of the invoice payable within a 30- to 45-day payment period. However, our invoices are subject to adjustment to the prevailing U.S. Dollar/

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Argentine Peso exchange rate in effect as of the date of payment. Any significant increase in the Argentine Peso price as a result of a decline in the peso/dollar exchange rate could lead to decreased sales volumes as a result of increases in the effective price in Argentine Pesos paid by our customers for natural gas and crude oil. We are exposed to the risk that purchasers of our natural gas and crude oil may be unable to pay amounts owed to us following a depreciation of the Argentine Peso.

Policy and Regulatory Developments in Argentina and Mexico

The Argentine and Mexican oil and gas industry have been subject to major reforms during the past five years and there can be no assurance that future reforms or reversal of existing ones will not have an adverse impact on our revenues and results of operations. Our business is to a large extent dependent upon regulatory conditions prevailing in the countries in which we operate and our results of operations may be materially and adversely affected by regulatory changes in these countries. Additionally, he regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability.

For more information regarding policy and regulatory developments relating to the oil and gas industry in Argentina, see “Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina.” For more information regarding policy and regulatory developments relating to the oil and gas industry in Mexico, see “Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico.”

Seasonality

Although there is some historical seasonality to the prices that we are paid for our production, the impact of such seasonality has historically not been material. Additionally, seasonality does not play a significant role in our ability to conduct our operations, including drilling and completion activities as planned in our budgets.

Warrants

Under IFRS, a contract to issue a variable number of common shares, such as our warrants, should be classified as a financial liability and measured at fair value, with changes in fair value recognized in the consolidated statement of profit or loss and comprehensive income. As of the date of this prospectus, we had 70,000,000 Warrants and 29,680,000 Sponsor Warrants outstanding (totaling 99,680,000 warrants outstanding) that are exercisable for 23,333,333 and 9,893,333 series A shares, respectively. These warrants have been accounted for as a liability and are subject to adjustment of their fair market value at each reporting period. The determination of fair market value is subject to assumptions and estimates and changes to these assumptions and estimates could impact the valuation of the warrants, which could in turn have an effect on our consolidated statement of profit or loss and comprehensive income. For more information on our warrants, see “Description of the Series A Shares and Bylaws—Warrants” and Note 17.3 of our Audited Financial Statements.

Deferred Income Tax

Under IFRS, the difference between the book value of property, plant and equipment (measured in U.S. Dollars, our functional currency) and the tax basis of such property, plant and equipment (which tax basis is expressed in Argentine Pesos or Mexican Pesos, as applicable, and may not be re-valued due to foreign exchange fluctuations under applicable tax laws) is a temporary difference to be considered in the calculation of deferred income tax. For more information, see Note 2.4.14 to our Audited Financial Statements. In addition to property, plant and equipment, we recognize deferred tax assets with respect to the temporary difference between the accounting and tax basis of the well plugging and abandonment provisions relating to our oil and gas properties.

On December 29, 2017, the Argentine government enacted Law No. 27,430 which introduced several changes to the Argentine income tax regime. The income tax rate for Argentine companies will be gradually reduced for undistributed earnings from 35% to 30% commencing on January 1, 2018 and through December 31,

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2019, and to 25% commencing on January 1, 2020. Despite these changes, there are many transactions and calculations for which the ultimate tax determination is still uncertain. We recognize liabilities for potential tax claims based on estimates of whether additional taxes will be due in the future. For more information, see Note 2.4.14 to our Audited Financial Statements.

Acquisitions

Our results of operations are significantly affected by our past acquisitions. We generally incorporate our acquired business into our results of operations at or around the date of closing, which limits the comparability of periods including such acquisitions, including our Initial Business Combination, with periods prior to them. See “Unaudited condensed combined pro forma financial data” for a pro forma analysis of our financial condition and results of operation.

Depreciation, Depletion and Amortization

IFRS requires use to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, among other line times, relating to our oil and gas properties. Actual results could differ from such estimates. Depreciation, depletion and amortization rates can fluctuate as a result of development costs, acquisitions, impairments, as well as changes in proved reserves or proved developed reserves. For more information, see note 2.4.2.2 of our Audited Financial Statements.

Oil and Gas Market Conditions

The oil and gas industry is cyclical and commodity prices are highly volatile. During 2015 and 2016, global and domestic oil supply continued to outpace demand resulting in ongoing low realized oil and gas prices. Although during 2017 and most of 2018 commodity prices tended to improve, prices declined in the fourth quarter of 2018. Therefore it is likely that commodity prices will continue to fluctuate due to global supply and demand, inventory supply levels, weather conditions, geopolitical and other factors. Additionally, the oil and gas industry is subject to a number of operational trends, some of which affect the basins we operate. Oil and gas companies are increasingly utilizing new techniques to lower drilling costs and increase the efficiency of operations.

The operating results and cash flows of our business are susceptible to risks relating to the volatility of international oil prices. Due to regulatory, economic and government policy factors, oil prices in Argentina in the past have lagged far behind the prevailing prices in the international market. Furthermore, in order to ensure the internal supply and increase government revenue, Argentina’s government has imposed high export duties and other restrictions on exports in the past that have prevented companies from benefiting from significant increases in international oil prices. Even after the change in national administration, oil exports remain subject to authorization from the Argentine Secretariat of Energy, which requires producers to demonstrate that local demand has been met or that an offer to sell oil to the local buyer has been made and rejected. During his presidential campaign and since he took office, President Macri announced some plans for significant reforms of the country’s energy sector that, in general terms, are aimed at bringing the sector closer to market conditions. Although we believe that these changes will be beneficial to our business, generally, we cannot predict if, when or what measures will be implemented or maintained, nor what effects such measures will have, particularly on oil prices in Argentina.

The price of natural gas in Argentina has been limited by a series of government measures intended to ensure internal supply at affordable prices. Therefore, gas producers can elect to sell to distributors the gas necessary to meet the needs of the regulated internal market at prices established by the relevant authorities. Alternatively, gas producers can only sell their surplus gas production on the deregulated market, either in Argentina or potentially, and subject to meeting certain requirements, through exports. Historically, gas prices in the regulated market have lagged far behind prices in the deregulated and regional markets.

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The following table highlights the quarterly average price trends for crude oil and natural gas in U.S. Dollars for the periods presented:


	2019		2018								2017		2016		2015		2014		2013
	Q1		Q4		Q3		Q2		Q1		2017		2016		2015		2014		2013
Average Brent Oil Price (per bbl) ⁽¹⁾		63.83		68.60		75.84		74.97		67.23		54.74		45.13		53.60		99.45		108.70
Average Medanito Crude Oil Price (per bbl) ⁽²⁾		54.0		61.87		65.93		66.34		65.79		56.52		63.40		74.59		79.20		76.01
Average Natural Gas Price (per MMBtu) ⁽ ³ ⁾		3.5		3.72		4.68		4.86		4.34		3.76		3.21		2.08		2.19		1.79

⁽¹⁾	Source: Bloomberg.

⁽²⁾	Light oil extracted from the Neuquina basin. Source: Argentine Secretariat of Energy.

⁽ ³ ⁾

Source: Argentine Secretariat of Energy.

A sustained drop in oil, natural gas and NGL prices may not only decrease our revenues but may also reduce the amount of oil, natural gas and NGL that we can produce economically and therefore potentially lower our oil, natural gas and NGL reserve quantities.

Note Regarding Comparability of Our Results of Operations

On April 4, 2018, Vista consummated the Initial Business Combination. For more information on the Initial Business Combination and recent corporate reorganizations, see “Our Business—Our History.”

The comparability of our results of operations is affected by the consummation of the Initial Business Combination and purchase accounting. Considering the reporting treatment given to PELSA as our predecessor company, our results of operations for periods prior to the Initial Business Combination do not include the results of the APCO Entities, JDM and 25 de Mayo—Medanito and those from the 3.85% direct interest in the EL-AA-BP Concessions, and therefore are not comparable to our results for the period after the consummation of the Initial Business Combination.

Results of Operations

The following discussion relates to certain financial and operating data for the periods indicated. You should read this discussion in conjunction with our Audited Financial Statements and 1Q 2019 Unaudited Interim Condensed Financial Statements, and the accompanying notes thereto. We measure our performance by our net profit (loss) for the period, gross profit and operating profit and use these metrics to make decisions about allocating resources and to evaluate our financial performance.

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Three-month period ended March 31, 2019 (Successor) compared to the three-month period ended March 31, 2018 (Predecessor)


	Successor						Predecessor
	For the three-month period ended March 31, 2019						For the three month period ended March 31, 2018
	(in thousands of US$ except per share data) Unaudited			(% of revenues)			(in thousands of US$ except per share data) Unaudited			(% of revenues)
Revenue from contracts with customers		93,727			100	%		44,463			100	%
Cost of sales		(65,713	)		(70	%)		(38,623	)		(86,9	)%
Gross profit		28,014			30	%		5,840			13	%

Selling expenses		(5,695	)		(6	%)		(3,091	)		(7.0	%)
General and administrative expenses		(8,705	)		(9	%)		(1,466	)		(3.3	%)
Exploration expenses		(126	)		0	%		(134	)		(0.3	%)
Other operating income		627			1	%		1,240			2.8	%
Other operating expenses		(2,118	)		(2	%)		(135	)		(0,3	%)

Operating profit		11,997			13	%		2,254			5.1	%
Interest income		75			0	%		239			0.5	%
Interest expense		(5,817	)		(6	%)		(23	)		(0.1	%)
Other financial results		(14,228	)		(15	%)		(1,159	)		(2.6	%

Financial results, net		(19,970	)		(21	%)		(943	)		(2.1	%)
(Loss) / Profit before income tax		(7,973	)		(9	%)		1,311			2.9	%
Current income tax expense		(3,069	)		(3	%)		(4,615	)		(10.4	%)
Deferred income tax expense		(2,636	)		(3	%)		(3,345	)		(7.5	%)

Income tax expense		(5,705	)		(6	%)		(7,960	)		(17.9	%)
Net loss for the period/year		(13,678	)		(15	%)		(6,649	)		(15	%)

Other comprehensive income (loss)
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans		—			—			(89	)		0	%
—Deferred income Tax benefit		—			—			22			0	%
Other comprehensive benefit (loss) that will not be reclassified to profit or loss in subsequent periods		—			—			(67	)		0	%
Other comprehensive benefit (loss) for the period/year, net of tax		—			—			(67	)		0	%
Total comprehensive (loss) income for the period		(13,678	)		(15	%)		(6,716	)		(15	%)

(Losses) earnings per share attributable to equity holders of the parent
Basic—(In U.S. Dollars per share):		(0.19	)		N/A			(0.07	)		N/A
Diluted—(In U.S. Dollars per share):		(0.19	)		N/A			(0.07	)		N/A

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Revenue from contracts with customers

The detail of our revenues from contracts with customers is the following:

Successor

Predecessor

For the three-
month period ended
March 31, 2019
Unaudited

For the three-
month period ended
March 31, 2018
Unaudited

Revenue from crude oil

73,271

31,501

Revenue from natural gas

19,075

11,418

Revenue from NGL

1,381

1,544

Total revenue from contracts with customers

93,727

44,463

Total revenue from contracts with customers increased to US$93.7 million during the three-month Successor period ended March 31, 2019, compared to US$44.5 million during the three-month Predecessor period ended March 31, 2018. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$14.3 million of revenues and (ii) the acquisition of JDM-Medanito, which contributed US$38.3 million of revenues, in each case during the three-month Successor period ended March 31, 2019.

Revenues from crude oil increased to US$73.3 million during the three-month Successor period ended March 31, 2019, compared to US$31.5 million during the three-month Predecessor period ended March 31, 2018, which represented 78.2% and 70.8% of our total revenue from contracts with customers, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$9.8 million of crude oil revenues, (ii) the acquisition of JDM-Medanito, which contributed US$35.1 million of crude oil revenues, and (iii) the acquisition of oil and gas properties in Mexico, which contributed US$0.8 million of crude oil revenues, in each case during the three-month Successor period ended March 31, 2019.

Total volume of crude oil sold was 1,292.3 Mbbl during the three-month Successor period ended March 31, 2019, compared to 563.5 Mbbl during the three-month Predecessor period ended March 31, 2018.

Average realized crude oil prices was US$56.7/bbl during the three-month Successor period ended March 31, 2019, an increase of 1.4% as compared to US$55.9/bbl during the three-month Predecessor period ended March 31, 2018.

Revenues from natural gas increased to US$19.1 million during the three-month Successor period ended March 31, 2019, compared to US$11.4 million during the three-month Predecessor period ended March 31, 2018, which represented 20.4% and 26% of our total revenue from contracts with customers, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$4.1 million of natural gas revenues, (ii) the acquisition of JDM-Medanito, which contributed US$3.2 million of natural gas revenues and (iii) the acquisition of gas properties in Mexico, which contributed US$0.3 million of natural gas revenues, in each case during the three-month Successor period ended March 31, 2019.

Total volume of natural gas sold was 878.5 Mboe during the three-month Successor period ended March 31, 2019, compared 479.5 Mboe during the three-month Predecessor period ended March 31, 2018.

Average realized natural gas sales prices was US$3.7/MMBtu during the three-month Successor period ended March 31, 2019, a decrease of 9.8% as compared to US$4.1/MMBtu during the three-month Predecessor period ended March 31, 2018.

Natural gas sales during the three-month Successor period ended March 31, 2019 were made to industrial clients (58%), distributors & CNG customers (30%) and power generation segment and traders through the spot market (12%).

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Revenues from NGL decreased to US$1.4 million during the three-month Successor period ended March 31, 2019, compared to US$1.5 million during the three-month Predecessor period ended March 31, 2018, which represented 1.4% and 3.2% of our total revenue from contracts with customers, respectively. This decrease was primarily driven by lower NGL’s sales during the three-month Successor period ended March 31, 2019.

During the three-month Successor period ended March 31, 2019, substantially all of our revenues were generated by our oil and gas properties in Argentina with a small amount of sales coming from our oil and gas properties in Mexico, while during the three-month Predecessor period ended March 31, 2018 all of our revenues were generated by our oil and gas properties in Argentina.

Cost of Sales


	Successor			Predecessor
	For the three- month period ended March 31, 2019 Unaudited			For the three- month period ended March 31, 2018 Unaudited
	(in thousands of US$ except per share data)
Operating expenses		(27,769	)		(18,367	)
Crude oil stock fluctuation		1,326			733
Depreciation, depletion and amortization		(24,471	)		(14,194	)
Royalties		(14,799	)		(6,795	)

Total Cost of sales		(65,713	)		(38,623	)

Cost of sales increased to US$65.7 million during the three-month Successor period ended March 31, 2019, compared to US$38.6 million during the three-month Predecessor period ended March 31, 2018. Total cost of sales included fluctuations in the inventory of crude oil, operating expenses, depreciation, depletion and amortization and royalties. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$12.1 million to the cost of sales, (ii) the acquisition of JDM-Medanito, which contributed US$22.5 million to the cost of sales, and (iii) the acquisition of oil and gas properties in Mexico which contributed with US$0.8 million to the cost of sales, which increase was partially offset by a reduction of US$8.0 million in our cost of sales (when excluding the effect of the APCO Acquisition, the acquisition of JDM-Medanito and the acquisition of oil and gas properties in Mexico), in each case during the three-month Successor period ended March 31, 2019.

Operating expenses increased to US$27.8 million during the three-month Successor period ended March 31, 2019, compared to US$18.4 million during the three-month Predecessor period ended March 31, 2018, which represented 42.3% and 47.6% of our total cost of sales, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$5.7 million, (ii) the acquisition of JDM-Medanito, which contributed US$7.3 million, and (iii) the acquisition of oil and gas properties in Mexico, which contributed US$0.2 million, which increase was partially offset by a reduction of US$3.7 million in our operating expenses (when excluding the effect of the APCO Acquisition, the acquisition of JDM-Medanito and the acquisition of oil and gas properties in Mexico), in each case during the three-month Successor period ended March 31, 2019.

Depreciation, depletion and amortization increased to US$24.5 million during the three-month Successor period ended March 31, 2019, compared to US$14.2 million during the three-month Predecessor period ended March 31, 2018, which represented 37.2% and 36.8% of our total cost of sales, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$4.3 million and (ii) the acquisition of JDM-Medanito, which contributed US$6.7 million, in each case during the three-month Successor period ended March 31, 2019.

Royalties increased to US$14.8 million during the three-month Successor period ended March 31, 2019, compared to US$6.8 million during the three-month Predecessor period ended March 31, 2018, which

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represented 22.5% and 17.6% of our total cost of sales, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$2.8 million, (ii) the acquisition of JDM-Medanito, which contributed US$5.5 million, and (iii) the acquisition of oil and gas properties in Mexico, which contributed US$0.6 million, in each case during the three-month Successor period ended March 31, 2019.

Gross Profit

Gross profit increased to US$28.0 million during the three-month Successor period ended March 31, 2019, compared to US$5.8 million during the three-month Predecessor period ended March 31, 2018, which represented 30.0% and 13.1% of the total revenue from contracts with customers, respectively. This increase was primarily driven by the increase in revenues from contracts with customers in the three-month Successor period ended March 31, 2019, which was partially offset by an increase in cost of sales, as further explained in the above paragraphs.

Selling Expenses

Selling expenses increased to US$5.7 million during the three-month Successor period ended March 31, 2019, compared to US$3.1 million during the three-month Predecessor period ended March 31, 2018, which represented 6.0% and 7.0% of our total revenue from contracts with customers, respectively. This increase was primarily driven by higher expenses contributed by the APCO and JDM-Medanito acquisitions in the three-month Successor period ended March 31, 2019.

General and Administrative Expenses

General and administrative expenses increased to US$8.7 million during the three-month Successor period ended March 31, 2019, compared to US$1.5 million during the three-month Predecessor period ended March 31, 2018, which represented 9.3% and 3.3% of our total revenue from contracts with customers, respectively. This increase was primarily driven by (i) higher expenses contributed by the APCO acquisition and (ii) an increase in fees and compensation for services, salaries and social security charges, employee benefits and share-based payments expense during the three-month Successor period ended March 31, 2019.

Exploration Expenses

Exploration expenses decreased to US$0.2 million during the three-month Successor period ended March 31, 2019, compared to US$0.1 million during the three-month Predecessor period ended March 31, 2018. This decrease was primarily driven by a decrease in exploration activity in the three-month Successor period ended March 31, 2019.

Other Operating Income

Other operating income decreased to US$0.6 million during the three-month Successor period ended March 31, 2019, compared to US$1.2 million during the three-month Predecessor period ended March 31, 2018. This decrease was primarily due to a decrease of services to third parties and the termination of the surplus gas injection program compensation during the three-month Successor period ended March 31, 2019. For more information, see Note 9.1 to our 1Q 2019 Unaudited Interim Condensed Financial Statements.

Other Operating Expenses

Other operating expenses increased to US$2.1 million during the three-month Successor period ended March 31, 2019, compared to US$0.1 million during the three-month Predecessor period ended March 31, 2018. This increase was primarily driven by an increase of US$1.3 million in the allowance for obsolescence of inventories, an increase of US$0.7 million in restructuring expenses and an increase of US$0.1 million in the provision for environmental remediation during the three-month Successor period ended March 31, 2019.

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Operating Profit

Operating profit increased to US$12.0 million during the three-month Successor period ended March 31, 2019, compared to US$2.3 million during the three-month Predecessor period ended March 31, 2018, which represented 13% and 5% of our total revenue from contracts with customers, respectively. This increase was primarily driven by the reasons explained in the paragraphs above.

Interest Income

Interest income decreased to US$0.08 million during the three-month Successor period ended March 31, 2019, compared to US$0.2 million during the three-month Predecessor period ended March 31, 2018. This decrease was primarily driven by a decrease of US$0.2 million in interest income derived from government notes at amortized cost during the three-month Successor period ended March 31, 2019.

Interest Expense

Interest expense increased to US$5.8 million during the three-month Successor period ended March 31, 2019, compared to US$0.02 during the three-month Predecessor period ended March 31, 2018. This increase was primarily driven by an increase of US$5.8 million in borrowing interest during the three-month period ended March 31, 2019, mainly derived from the Syndicated Loan.

Other Financial Results

Other financial loss increased to a loss of US$14.2 million during the three-month Successor period ended March 31, 2019, compared to a loss of US$1.2 million during the three-month Predecessor period ended March 31, 2018. This increase was primarily driven by an increase of US$16.1 million in the fair value of Warrants as described in note 16.4.1 to our 1Q 2019 Unaudited Interim Condensed Financial Statements, which was partially offset by a gain from positive foreign exchange differences, net, of US$2.7 million during the three-month Successor period ended March 31, 2019.

(Loss) Profit Before Income Taxes

The loss before income taxes was US$8.0 million for the three-month Successor period ended March 31, 2019, compared to a profit of US$1.3 million for the three-month Predecessor period ended March 31, 2018. This decrease was primarily driven by the reasons explained in the paragraphs above.

Income Tax expense

Our income tax expense decreased to US$5.7 million during the three-month Successor period ended March 31, 2019, compared to US$8.0 million during the three-month Predecessor period ended March 31, 2018. This decrease was primarily driven by (i) a decrease in the current income tax expense, from US$4.6 million in the three-month Predecessor period ended March 31, 2018 to US$3.1 million in the three-month Successor period ended March 31, 2019 and (ii) a decrease in the deferred income tax expense, from an expense of US$3.3 million in the three-month Predecessor period ended March 31, 2018 to an expense of US$2.6 million in the three-month Successor period ended March 31, 2019. For further information on these decreases see note 14 to our of 1Q 2019 Unaudited Interim Condensed Financial Statements.

Net loss for the period

Net Loss increased to US$13.7 million during the three-month Successor period ended March 31, 2019, compared to US$6.6 million during the three-month Predecessor period ended March 31, 2018. This increase in losses was primarily driven by the reasons explained in the paragraphs above.

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Period from April 4, 2018 through December 31, 2018 (Successor) and Period from January 1, 2018 through April 3, 2018 (Predecessor) compared to the year ended December 31, 2017 (Predecessor)


	Successor						Predecessor
	For the period from April 4, 2018 through December 31, 2018						For the period from January 1, 2018 through April 3, 2018						For the year ended December 31, 2017
	(in thousands of US$ except per share data)			(% of revenues)			(in thousands of US$ except per share data)			(% of revenues)			(in thousands of US$ except per share data)			(% of revenues)
Revenue from contracts with customers		331,336			100	%		44,463			100	%		198,075			100	%
Cost of sales		(212,581	)		(64	%)		(38,623	)		(87	%)		(174,401	)		(88	%)

Gross profit		118,755			36	%		5,840			13	%		23,674			12	%

Selling expenses		(21,341	)		(6	%)		(3,091	)		(7	%)		(13,264	)		(7	%)
General and administrative expenses		(24,202	)		(7	%)		(1,466	)		(3	%)		(6,774	)		(3	%)
Exploration expenses		(637	)		(0	%)		(134	)		0	%)		(1,049	)		(1	%)
Other operating income		2,699			1	%		1,240			3	%		17,802			9	%
Other operating expenses		(18,097	)		(5	%)		(135	)		0	%		(5,125	)		(3	%)
Impairment recovery of property, plant and equipment		—			—			—			—			5,290			3	%

Operating profit		57,177			17	%		2,254			5	%		20,554			10	%

Interest income		2,532			1	%		239			1	%		166			0	%
Interest expense		(15,746	)		(5	%)		(23	)		0	%		(18	)		0	%
Other financial results		(22,920	)		(7	%)		(1,159	)		(3	%)		(436	)		0	%

Financial results, net		(36,134	)		(11	%)		(943	)		(2	%)		(288	)		0	%

Profit before income tax		21,043			6	%		1,311			3	%		20,266			10	%
Current income tax expense		(35,450	)		(11	%)		(4,615	)		(10	%)		(15,956	)		(8	%)
Deferred income tax expense		(11,975	)		(4	%)		(3,345	)		(8	%)		9,595			5	%

Income tax expense		(47,425	)		(14	%)		(7,960	)		(18	%)		(6,361	)		(3	%)

Net (loss) profit for the period/year		(26,382	)		(8	%)		(6,649	)		(15	%)		13,905			7	%

Other comprehensive income (loss)
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans		(3,565	)		(1	%)		(89	)		0	%		(355	)		0	%
—Income Tax benefit		891			0	%		22			0	%		124			0	%

Other comprehensive benefit (loss) that will not be reclassified to profit or loss in subsequent periods		(2,674	)		(1	%)		(67	)		0	%		(231	)		0	%

Other comprehensive benefit (loss) for the period/year, net of tax		(2,674	)		(1	%)		(67	)		0	%		(231	)		0	%

Total comprehensive (loss) income for the period		(29,056	)		(9	%)		(6,716	)		(15	%)		13,674			7	%

(Losses) earnings per share attributable to equity holders of the parent
Basic—(In U.S. Dollars per share):		(0.37	)		N/A			(0.07	)		N/A			0.14			N/A
Diluted—(In U.S. Dollars per share):		(0.37	)		N/A			(0.07	)		N/A			0.14			N/A

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Revenue from contracts with customers

The detail of our revenues from contracts with customers is the following:


	Successor		Predecessor		Predecessor
	For the period from April 4, 2018 through December 31, 2018		For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
	(in thousands of US$)

Revenue from crude oil		260,079		31,501		146,635
Revenue from natural gas		65,164		11,418		45,947
Revenue from NGL		6,093		1,544		5,477
Revenue from contracts with customers		—		—		16

Total revenue from contracts with customers		331,336		44,463		198,075

Total revenue from contracts with customers increased to US$44.5 million during the 2018 Predecessor Period and US$331.3 million during the 2018 Successor Period, compared to US$198.1 million during the 2017 Predecessor Year. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$54.5 million of revenues and (ii) the acquisition of JDM-Medanito, which contributed US$130.0 million of revenues, in each case during the 2018 Successor Period.

Revenues from crude oil increased to US$31.5 million during the 2018 Predecessor Period and US$260.0 million during the 2018 Successor Period, compared to US$146.6 million during the 2017 Predecessor Year, which represented 70.8%, 78.5% and 74.0% of our total revenue from contracts with customers, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$39.5 million of crude oil revenues, and (ii) the acquisition of JDM-Medanito, which contributed US$119.1 million of crude oil revenues, in each case during the 2018 Successor Period.

Total volume of crude oil sold was 563.5 Mbbl during the 2018 Predecessor Period and 3,982 Mbbl during the 2018 Successor Period, compared to 2,599 Mbbl during the 2017 Predecessor Year.

Average realized crude oil sales prices was US$65.3/bbl during the 2018 Successor Period, an increase of 16.8% and 15.8% as compared to US$55.9/bbl during the 2018 Predecessor Period and US$56.4/bbl during the 2017 Predecessor Year, respectively.

Revenues from natural gas increased to US$11.4 million during the 2018 Predecessor Period and US$65.2 million during the 2018 Successor Period, compared to US$45.9 million during the 2017 Predecessor Year, which represented 25.7%, 19.7% and 23.2% of our total revenue from contracts with customers, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$13.6 million of natural gas revenues and (ii) the acquisition of JDM-Medanito, which contributed US$10.9 million of natural gas revenues, in each case during the 2018 Successor Period.

Total volume of natural gas sold was 479.5 Mboe during the 2018 Predecessor Period and 2,444 Mboe during the 2018 Successor Period, compared to 2,399 Mboe during the 2017 Predecessor Year.

Average realized natural gas sales prices was US$4.6/MMBtu during the 2018 Successor Period, an increase of 12.2% and 39.4% as compared to US$4.1/MMBtu during the 2018 Predecessor Period and US$3.3/MMBtu during the 2017 Predecessor Year, respectively.

Revenues from NGL increased to US$1.54 million during the 2018 Predecessor Period and US$6.1 million during the 2018 Successor Period, compared to US$5.5 million during the 2017 Predecessor Year, which represented 3.5%, 1.8% and 2.8% of our total revenue from contracts with customers, respectively. This increase was primarily driven by the APCO Acquisition, which amounted to US$1.3 million during the 2018 Successor Period.

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During the 2018 Predecessor Period, the 2018 Successor Period and the 2017 Predecessor Year all of our revenues were generated by our oil and gas properties in Argentina.

Cost of Sales


	2018 Successor Period		2018 Predecessor Period		Predecessor
	from April 4, 2018 to December 31, 2018		from January 1, 2018 to April 3, 2018		For the year ended December 31, 2017
			(in thousands of US$)

Crude oil stock fluctuation		1,241		733		7,566
Operating expenses		86,245		18,367		77,461
Depreciation, depletion and amortization		74,772		14,194		61,211
Royalties		50,323		6,795		28,163

Total Cost of sales		212,581		38,623		174,401

Cost of sales increased to US$38.6 million during the 2018 Predecessor Period and US$212.6 million during the 2018 Successor Period, compared to US$174.4 million during the 2017 Predecessor Year. Total cost of sales included fluctuations in the inventory of crude oil, operating expenses, depreciation, depletion and amortization and royalties. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$40.6 million to the cost of sales and (ii) the acquisition of JDM-Medanito, which contributed US$53.9 million to the cost of sales, which increase was partially offset by a reduction in the operating expenses per produced barrel in the 2018 Successor Period.

Operating expenses increased to US$18.4 million during the 2018 Predecessor Period and US$86.2 million during the 2018 Successor Period, compared to US$77.5 million during the 2017 Predecessor Year, which represented 47.6%, 40.6% and 44.4% of our total cost of sales, respectively. This increase was primarily driven by (i) the APCO Acquisition, which contributed US$18.4 million and (ii) the acquisition of JDM-Medanito, which contributed US$14.0 million, in each case during the 2018 Successor Period, which increase was partially offset by a reduction in the operating expenses per produced barrel in the 2018 Successor Period.

Operating expenses per produced barrel decreased from 16.8 US$/boe during the 2017 Predecessor Year, to 17.3 US$/boe during the 2018 Predecessor Period and 12.9 US$/boe in the 2018 Successor Period. Such decrease was mainly driven by the renegotiation of certain key contracts, the right-sizing of O&M providers and the depreciation of the Argentine Peso during the 2018 Successor Period.

Depreciation, depletion and amortization increased to US$14.2 million during the 2018 Predecessor Period and US$74.8 million during the 2018 Successor Period, compared to US$61.2 million during the 2017 Predecessor Year, which represented 36.8% , 35.38% and 35.1% of our total cost of sales, respectively. This increase was primarily driven by additions to property plant and equipment during the 2018 Successor Period mainly related to the APCO and JDM-Medanito acquisitions.

Royalties increased to US$6.8 million during the 2018 Predecessor Period and US$50.3 million during the 2018 Successor Period, compared to US$28.2 million during the 2017 Predecessor Year, which represented 17.6%, 23.7% and 16.1% of our total cost of sales, respectively. This increase was primarily driven by an increase in oil and gas sales mainly related to the APCO and JDM-Medanito acquisitions during the 2018 Successor Period.

Gross Profit

Gross profit increased to US$5.8 million during the 2018 Predecessor Period and US$ 118.7 million during the 2018 Successor Period, compared to US$ 23.7 million during the 2017 Predecessor Year, which represented

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13.1% and 35.8% and 12.0% of our total revenue from contracts with customers, respectively. This increase was primarily driven by the increase in revenues from contracts with customers, which was partially offset by the increase in cost of sales, as explained in the paragraphs above.

Selling Expenses

Selling expenses increased to US$3.1 million during the 2018 Predecessor Period and US$21.3 million during the 2018 Successor Period, compared to US$13.3 million during the 2017 Predecessor Year, which represented 7.0%, 6.4% and 6.7% of our total revenue from contracts with customers, respectively. This increase was primarily driven by higher expenses contributed by the APCO and JDM-Medanito acquisitions during the 2018 Successor Period.

General and Administrative Expenses

General and administrative expenses increased to US$1.5 million during the 2018 Predecessor Period and US$24.2 million during the 2018 Successor Period, compared to US$6.8 million during the 2017 Predecessor Year, which represented 3.3% and 7.3% and 3.4% of our total revenue from contracts with customers, respectively. This increase was primarily driven by (i) higher expenses contributed by the APCO acquisition during the 2018 Successor Period and (ii) an increase in fees and compensation for services, salaries and social security charges, employee benefits and share-based payments expense during the 2018 Successor Period.

Exploration Expenses

Exploration expenses decreased to US$0.1 million during the 2018 Predecessor Period and US$0.6 million during the 2018 Successor Period, compared to US$1.0 million during the 2017 Predecessor Year. This decrease was primarily driven by a decrease in exploration activity during the 2018 Successor Period.

Other Operating Income

Other operating income decreased to US$1.2 million during the 2018 Predecessor Period and US$2.7 million during the 2018 Successor Period, compared to US$17.8 million during the 2017 Predecessor Year. This decrease was primarily due to the compensation received in 2017 amounting to US$16.9 million related to the surplus gas injection program. For more information, see Note 2.6.2.1 to our Audited Financial Statements.

Other Operating Expenses

Other operating expenses increased to US$0.1 million during the 2018 Predecessor Period and US$18.0 million during the 2018 Successor Period, compared to US$5.1 million during the 2017 Predecessor Year. This increase was primarily driven by restructuring expenses of US$12.0 million and transaction costs related to the Initial Business Combination of US$2.4 million, in each case incurred during the 2018 Successor Period.

Operating Profit

Operating profit increased to US$2.2 million during the 2018 Predecessor Period and US$57.2 million during the 2018 Successor Period, compared to US$20.6 million during the 2017 Predecessor Year, which represented 5.1%, 17.3% and 10.4% of our total revenue from contracts with customers, respectively. This increase was primarily driven by the reasons explained in the paragraphs above.

Interest Income

Interest income increased to US$0.2 million during the 2018 Predecessor Period and US$2.5 million during the 2018 Successor Period, compared to US$0.2 million during the 2017 Predecessor Year. This increase was primarily driven by US$2.1 million financial interest income accrued during the 2018 Successor Period arising from higher short-term investments in the 2018 Successor Period.

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Interest Expense

Interest Expense increased to US$0.1 million during the 2018 Predecessor Period and US$15.7 million during the 2018 Successor Period, compared to nil during the 2017 Predecessor Year. This increase was primarily driven by US$15.6 million in borrowing interest expense accrued during the 2018 Successor Period from the Bridge Loan, which was prepaid in full in July 2018, and the Syndicated Loan (for more information, see “—Liquidity and Capital Resources”).

Other Financial Results

Other financial loss increased to a loss of US$ 1.2 million during the 2018 Predecessor Period and US$22.3 million during the 2018 Successor Period, compared to a loss of US$0.4 million during the 2017 Predecessor Year. This increase was primarily driven by (i) a loss of US$8.9 million due to changes in the fair value of Warrants during the 2018 Successor Period, (ii) costs of early settlements of borrowings and other financing costs of US$14.5 million during the 2018 Successor Period and (iii) a US$2.7 million loss during the 2018 Successor Period mainly related to the effect of the discount of assets and liabilities at present value.

Profit Before Income Taxes

Loss before income taxes increased to US$1.3 million loss for the 2018 Predecessor Period and US$21.0 million during the 2018 Successor Period, compared to US$20.3 million loss for the 2017 Predecessor Year. This increase was primarily driven by the reasons explained in the paragraphs above.

Income Tax expense

Our income tax expense increased to US$8.0 million during the 2018 Predecessor Period and US$47.4 million during the 2018 Successor Period, compared to US$6.4 million during the 2017 Predecessor Year. This increase was primarily driven by (i) an increase in the current income tax expense, from US$16.1 million in the 2017 Predecessor Year to US$4.2 million in the 2018 Predecessor Period and US$35.5 million during the 2018 Successor Period and (ii) an increase in the deferred income tax expense, from income of US$9.6 million in the 2017 Predecessor Year to an expense of US$3.3 million in the 2018 Predecessor Period and an expense of US$12.0 million during the 2018 Successor Period, being both increases mainly derived from the additional taxable income generated by the APCO and JDM / Medanito acquisitions and the devaluation of the Argentine peso mainly during the second and third quarters of 2018, which derived in a higher deferred income tax liability mainly from our property, plant and equipment as a result of an increase in the temporary difference between the tax bases and carrying amount of such non- monetary assets . This effect is due to the Company´s taxable basis, which is determined in a currency (Argentine peso) different to our functional currency (U.S. dollar) and, consequently, fluctuations in the exchange between these two currencies give rise to temporary differences under IFRS. For more information, see “—Factors Affecting Our Results of Operations—Deferred Income Tax.”

Net (loss) profit for the period/year

Net Profit (loss) decreased to a US$6.6 million loss during the 2018 Predecessor Period and a US$ 26.4 million loss during the 2018 Successor Period, compared to US$13.9 million of net profit during the 2017 Predecessor Year. This decrease was primarily driven by the reasons provided in the paragraphs above.

Liquidity and Capital Resources

Our financial condition and liquidity is and will continue to be influenced by a variety of factors, including:

•

changes in oil, natural gas and liquid gas prices and our ability to generate cash flows from our operations;

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•

our capital expenditure requirements; and

•

the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness.

Since our incorporation in March 22, 2017, we have raised US$650 million in public equity offerings, US$95 million in private equity offerings and US$300 million through borrowings, as described further below, which net of the redemption rights, as explained below, have been used to fund the Initial Business Combination, our capital expenditures program and to increase our liquidity.

On August 15, 2017, we completed our US$650 million initial global offering of 65,000,000 series A shares and 65,000,000 warrants exercisable for such series A shares (the “Warrants”), generating net proceeds to us, after offering expenses, of US$640 million. The series A shares and warrants issued pursuant to our initial global offering are listed on the Mexican Stock Exchange.

Three Warrants entitle the holder thereof to purchase one series A share at a price of US$11.50 per series A share. The Warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for a series A share for any 20 trading days within an applicable 30-trading day period equals or exceeds the Mexican Peso equivalent of US$18.00 and we decide to early terminate the exercise period thereof. In the event that we declare an early termination, we will have the right to declare that the exercise of the warrants be made on a “cashless basis.” See “Description of the Series A Shares and Bylaws—Warrants.”

Concurrently with our initial global offering, Vista Sponsor Holdings, L.P. and the Management Team (excluding Gastón Remy) purchased a total of 29,680,000 warrants exercisable for series A shares in a private placement (the “Sponsor Warrants”), generating gross proceeds to us of US$14,840,000. The Sponsor Warrants are identical to and fungible with the Warrants. However, the Sponsor Warrants may be exercised for cash or on a cashless basis at the discretion of Vista Sponsor Holdings, L.P. and the Management Team, or their permitted transferees. See “Description of the Series A Shares and Bylaws—Warrants.”

On August 15, 2017, we also executed a forward purchase agreement (the “FPA”) pursuant to which RVCP agreed to purchase a total of up to 5,000,000 series A shares (the “FPA Shares”) and up to 5,000,000 warrants (“FPA Warrants”) for a total purchase price of US$50 million (or US$10 per unit).

Further, on September 12, 2018, we entered executed a subscription agreement with Kensington, RVCP’s sole limited partner, for the subscription of the FPA Shares and the FPA Warrants that could be purchase by RVCP, or its permitted transferees, pursuant to the FPA. On February 12, 2019, we completed the sale of the FPA Shares and the FPA Warrants to Kensington for an amount of US$50.0 million pursuant to the FPA and, additionally, 500,000 series A shares for an amount of US$5.0 million pursuant to certain subscription commitment among Vista and Kensington. The FPA Warrants are subject to the same terms as the Sponsor Warrants. See “Description of the Series A Shares and Bylaws—Warrants.”

As of the date of this prospectus, we hold 33,226,667 series A shares in treasury for delivery upon exercise of any Warrants, Sponsor Warrants or FPA Warrants, as the case may be.

As per the unanimous shareholders resolutions dated July 28, 2017, our shareholders resolved to reduce a portion of our outstanding capital stock. As a result, a number of series A shares, which represented a portion of the amount authorized to be reduced, were reimbursed for cash and canceled.

On April 4, 2018, the date we consummated our Initial Business Combination:

•

we entered into a bridge loan agreement (the “Bridge Loan”) with Citibank, N.A., Credit Suisse AG Cayman Islands Branch and Morgan Stanley Senior Funding, Inc. in an aggregate principal amount equal to US$260.0 million, maturing on February 11, 2019, bearing interest at a variable rate between 3.25% and 5%. The Bridge Loan was prepaid in full on or about July 19, 2018 with the proceeds of the Syndicated Loan.

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•

approximately 31.29% of holders of series A shares exercised their redemption rights, as a result of which 20,340,685 series A shares were redeemed for an amount of US$204.6 million. The holders of remaining series A shares were capitalized net of the deferred offering expenses paid to the underwriters in our initial global offering for an amount of US$442.5 million, and

•

we obtained from a private placement transaction a capital contribution of US$95,000,000 representing 9,500,000 series A shares that were paid in.

We believe that our working capital is sufficient for our present requirements.

Indebtedness

As of March 31, 2019, we had total outstanding indebtedness of US$335.2 million.

On July 19, 2018, Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.) (“Vista Argentina”), in its capacity as borrower, Vista, Vista Holding I, APCO Argentina and APCO International, as guarantors, entered into a syndicated term loan agreement (the “Syndicated Loan Agreement”) with a syndicate of banks for an aggregate principal amount equal to U.S.$300 million (the “Syndicated Loan”).

The Syndicated Loan consists of (i) a five year fixed rate tranche and (ii) a floating rate tranche. On July 19, 2018, Vista Argentina requested a loan disbursement in an amount equal to U.S.$300 million pursuant to the Syndicated Loan. The funds from the loans were used to (i) repay in full all of the outstanding loans, obligations, interests, fees, costs and expenses under the bridge loan agreement dated as of April 4, 2018, among Vista, as borrower, Vista Argentina, Vista Holding I, APCO Argentina, APCO International and Vista Holding II, as guarantors, and a syndicate of banks for an aggregate principal amount of U.S.$260 million (the “Bridge Loan”), (ii) for general corporate purposes and (iii) pay related transaction fees, costs and expenses. Vista used the proceeds from the Bridge Loan to finance a portion of the Initial Business Combinations.

The Syndicated Loan is an unsecured facility that amortizes on a semi-annual basis beginning eighteen months after the disbursement date. On October 22, 2018, Vista Holding II became a guarantor and a loan party to the Syndicated Term Loan, and on October 31, 2018, APCO Oil & Gas S.A.U. assumed the obligations of APCO International under the Guaranty in its capacity as the successor to APCO International (see “Prospectus Summary—Corporate Reorganization”). Pursuant to the terms of the Syndicated Loan, Vista may be required from time to time to add additional material subsidiaries of Vista as Guarantors under the Syndicated Loan. Any such Guarantors are subject to the affirmative and negative covenants and other restrictions applicable to loan parties under the Syndicated Loan. See “—Risk Factors—Our debt obligations include operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.” As of the date of this prospectus, there is no default or event of default outstanding under the Syndicated Loan.

On June 10, 2019, Vista Argentina, we, Vista Holding I, APCO Argentina, APCO International and Vista Holding II entered into an amendment (the “First Amendment”) to the Syndicated Loan Agreement with certain lenders constituting the required lenders under the Syndicated Loan and with Itaú Unibanco S.A., Nassau Branch, as administrative agent. Among other things, the First Amendment provides us, the other Guarantors and Vista Argentina with additional flexibility to make certain investments in other loan parties and in third parties (subject to certain ceilings) and provides Vista Holding I with additional flexibility during the eighteen month period (ending on January 19, 2020) following the date of the Syndicated Loan Agreement to make certain dividends and distributions to Vista and other persons (subject to certain ceilings).

On March 14, 2019, Vista Argentina entered into a loan agreement with Banco Macro S.A. for an amount of US$15,000,000 for a 180-day term accruing interest at an annual rate of 6.75%. In addition, on the same date, Vista Argentina entered into a loan agreement with Banco Itaú Argentina S.A. for an amount of US$10,000,000 for a 210-day term accruing interest at an annual rate of 6.50%. Lastly, on March 29, 2019, Vista Argentina

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entered into three loan agreements with Banco de la Ciudad de Buenos Aires for an amount of US$1,500,000, US$1,500,000 and US$7,000,000, respectively. The term for the first two loans was 180 days and the annual interest rate was 8% and 0%, respectively. The term for the latter is 360 days and accrues interest at an annual interest rate of 7%.

On May 13, 2019, Vista Argentina entered into a loan agreement with BBVA Banco Francés S.A. for an amount of US$10,000,000 for a 85-day term accruing interest at an annual rate of 4.1%. In addition, on May 14, 2019, Vista Argentina entered into a loan agreement with Banco Macro S.A. for an amount of US$15,000,000 for a 60-day term accruing interest at an annual rate of 5.5%.

We are currently negotiating a potential debt financing from OPIC, the U.S. government’s development finance agency, the proceeds of which we intend to use to fund capital expenditures relating to our development plan in the Bajada del Palo Oeste block. While the process for obtaining such financing has begun, no assurances can be given that OPIC will approve and grant such financing.

Contractual Obligations

The following table sets forth information with regard to our commitments under financial and commercial contracts for the periods indicated below, as of December 31, 2018:


	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(thousands of US$)
Syndicated Loan ⁽¹⁾		22,848		161,204		197,163		—		381,215
Operating Lease Obligations ⁽²⁾		8,973		9,195		363		—		18,531
Investment Commitments ⁽³⁾		66,793		135,907		—		—		202,700
Employee pension plan liabilities ⁽⁴⁾		743		1,636		1,583		3,869		7,831

Total ⁽⁵⁾		99,357		307,942		199,109		3,869		610,277

⁽¹⁾	Corresponds to principal and interest still not accrued to be paid during the term of the Syndicated Loan.

⁽²⁾	Corresponds to minimum lease payments with respect to non-cancellable operating leases as detailed in Note 29.4 to the Audited Financial Statements.

⁽³⁾	Estimated investment commitments with government authorities under concessions and under joint operations as stated in note 29.4 to the Audited Financial Statements.

⁽⁴⁾	Estimated expected benefits payments for the next ten years. The amounts in the table represent the undiscounted cash flows and therefore do not reconcile to the obligations recorded at the end of the year. See Note 22 to the Audited Financial Statements.

⁽⁵⁾	This table does not include concessions, easements and canons payable to the provinces for the exploitation areas.

Since December 31, 2018, there have not been material changes in our commitments under financial and commercial contracts, except for certain short-term borrowings entered into by Vista Argentina in March and May 2019, for an aggregate principal amount of US$60 million. See “—Indebtedness.”

Off-Balance Sheet Arrangements

We do not have any off-balance sheet agreements.

Capital Expenditures

The amount and allocation of future capital expenditures will depend upon a number of factors, including our cash flows from operating, investing and financing activities and our ability to execute our drilling program.

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We periodically review our capital expenditure budget to assess changes in current and projected cash flows, debt requirements and other factors. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to finance the capital expenditures necessary to maintain our production or proved reserves.

Because we operate a high percentage of our acreage, capital expenditure amounts (in addition to our capital expenditures committed under our concessions) and timing are largely discretionary and within our control. We determine our capital expenditures depending on a variety of factors, including, but not limited to, existing commitments under the concessions, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest owners. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production and cash flows. Moreover, we may be required to unbook some portion of our current proved undeveloped reserves if such deferral of planned capital expenditures implies that we will be unable to develop such reserves within five years of their initial booking.

We intend to fund our capital expenditures with cash generated from our operations, cash on hand, credit facilities and the proceeds from this equity offering. During the nine-month period ended December 31, 2018, we made total capital expenditures of US$123.7 million. During the three-month period ended March 31, 2018, we made total capital expenditures of US$6.3 million (information corresponding to all assets acquired in the Initial Business Combination).

Our budgeted total capital expenditures for the year 2019 amount to US$300.0 million (including both our commitments under the concessions in Argentina and our budgeted additional capital expenditures, as described below).

As part of the terms and conditions governing the concession agreements relating to our oil and gas properties in Argentina, we are committed to making capital investments for drilling and completing wells, performing well workovers and investing in facilities. We have estimated the amount of capital expenditures required to comply with our commitments under such concessions based on the historical costs of drilling and completing wells, performing well workovers and investing in facilities. According to our best estimates, we anticipate our capital expenditures required to comply with our commitments under the concessions to be approximately US$202.7 million from December 31, 2018 through December 31, 2022. In particular, under existing commitments we expect to make capital investments of US$92.4 million in 2019 (of which US$25.6 million correspond to commitments under our Bajada del Palo Oeste concession for 2020 that we expect to disburse during 2019), US$54.5 million in 2020, US$50.8 million in 2021 and US$5.0 million in 2022. As of March 31, 2019, US$71.4 million had been disbursed for our expected capital investments for 2019. For more information on these investment commitments, see Note 29.4 to our Audited Financial Statements.

We have also committed to make certain capital investments in our three blocks in Mexico once the exploratory plans are approved by CNH. We have estimated that we will be required to make capital expenditures at our working interest for an estimated amount of US$43.3 million. Capital commitments in the Mexican blocks should be completed in 24 months since the approval of each of the explorations plans by CNH. The CS-01 exploration plan was approved by CNH on February 19, 2019, the TM-01 exploration plan was approved by CNH on February 11, 2019, and the A-10 exploration plan was submitted to CNH on August 30, 2018 and approval is still pending.

In addition to our commitments under the concessions, our budget for the year 2019 (as proposed by our Management Team and approved by the Board of Directors) includes additional capital expenditures for an amount of US$207.6 million.

Our total capital expenditures in 2018 (including information for the three-month period ended March 31, 2018 corresponding to all assets acquired in the Initial Business Combination) amounted to US$130.0 million,

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compared to US$300.0 million budgeted capital expenditures for the year 2019 (including both our commitments under the concessions in Argentina and our budgeted additional capital expenditures). The increase of US$170.0 million is mainly explained by the projected additional capital expenditures in our shale activity in Vaca Muerta, including the development of our shale acreage relating to (x) the Bajada del Palo Oeste block, where we plan to drill horizontal wells and (y) Águila Mora and Bajada del Palo Este blocks, which we expect to delineate and subsequently start their development. During 2019, we expect to drill a total of 34 operated wells, including 16 wells to be drilled and connected in our conventional assets and 18 wells in our Bajada del Palo Oeste project in Vaca Muerta (12 of which will be tied-in this year).

Cash Flows

The following table sets forth our cash flows for the periods indicated:


	Successor			Predecessor			Successor			Predecessor
	for the three-month period ended March 31, 2019			for the three-month period ended March 31, 2018			from April 4 to December 31, 2018			from January 1 to April 3, 2018			For the year ended December 31, 2017
	(In thousands of US$)

Cash flows provided by (used in)
Operating activities		19,985			22,279			125,522			22,279			45,867
Investing activities		(92,565	)		(8,943	)		(857,250	)		(8,943	)		(46,570	)
Financing activities		78,582			—			141,544			—			(6,733	)

Net (decrease) increase in cash and cash equivalents		6,002			13,335			(590,184	)		13,335			(7,436	)

Cash Flows Provided by Operating Activities

For the three-month period ended March 31, 2019, net cash generated by operating activities was US$20 million, mainly due to the effect non-cash items such as depreciation and amortization of US$24.2 million, warrants of US$16.0 million, partially offset by changes in working capital, driven by an increase in trade and other receivables of US$8.9 million and a decrease in account payable of US$6.6 million.

For the 2018 Predecessor Period, net cash generated by operating activities was US$22.3 million, mainly due to the loss for the period of US$6.6 million adjusted for non-cash items of US$20.8 million (mainly relating to depreciation charges, net exchange differences and accrued income tax), which was partially offset by a decrease of US$1.0 million in accounts payable, accrued liabilities and other payables, decreases in inventory of US$2.3 million and trade and other receivables of US$9.7 million, and income tax payments of US$0.99 million.

For the 2018 Successor Period, net cash provided by operating activities was US$125.5 million, mainly generated by the net loss for the period of US$26.4 million, adjusted for non-cash items of US$165.2 million (mainly relating to depreciation charges and the accrued income tax), an increase of US$32.9 million in trade and other receivables, an increase of US$33.7 million in accounts payable, accrued liabilities and other payables, a decrease in inventory of US$11.0 million and income tax payments of US$16.6 million.

For the year ended December 31, 2017, net cash provided by operating activities was US$45.9 million, mainly due to the profit for the period amounting to US$13.9 million, adjusted for non-cash items such as depreciation and depletion for US$62.5 million, recovery of impairment of property, plant and equipment for US$5.3 million and a decrease in inventories of US$8.2 million.

Cash Flows Used in Investing Activities

For the three-month period ended March 31, 2019, net cash used in investing activities was US$92.6 million, mainly attributable to payments of acquisition of property plant and equipment.

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For the 2018 Predecessor Period, net cash used in investing activities was US$8.9 million, mainly attributable to payments for acquisition of property, plant and equipment of US$12.5 million and acquisition of other financial assets for US$8.2 million, partially offset by proceeds from sales of other financial assets of US$11.4 million.

For the 2018 Successor Period, cash used in investing activities was US$857.2 million, resulting mainly from the net cash outflow used to finance the acquisitions of US$725.2 million plus additional capital expenditures of US$117.8 million and other intangible assets of US$31.5 million partially offset by proceeds from sales of other financial assets of US$16.7 million.

For the year ended December 31, 2017, net cash used in investing activities was US$46.6 million, mainly attributable to payments for acquisition of property, plant and equipment of US$31.4 million and acquisition of other financial assets for US$20.8 million.

Cash Flows Provided by (used in) Financing Activities

For the three-month period ended March 31, 2019, cash provided by financing activities was US$78.6 million, primarily generated by the capital contribution of US$55.0 million for series A shares and proceeds from borrowings of US$35.0 million partially offset by payments of borrowings’ interest of US$10.8 million.

For the 2018 Predecessor Period, cash provided by financing activities was nil.

For the 2018 Successor Period, cash provided by financing activities was US$141.5 million, primarily generated from the proceeds of loans and borrowings for an amount of US$560.0 million, including the proceeds received from Syndicated Loan, and the proceeds from the private investment for an amount of US$95.0 million, which were partially offset by US$204.6 million paid for the redeemable series A shares (net of offering expenses) and the repayment of US$260.0 million of the outstanding principal amount of the Bridge Loan.

For the year ended December 31, 2017, cash used in financing activities was US$6.7 million attributable to the payment of dividends.

Quantitative and Qualitative Disclosures about Market Risk

Our activities are exposed to market risk, including the exchange rate risk, the interest rate risk and the commodity price risk. Financial risks are those derived from financial instruments we are exposed to during or at the closing of each fiscal year. Risk management systems and policies are reviewed on a regular basis to reflect changes in market conditions and our activities, with a focus not placed on the individual risks of the business units’ operations, but with a wider perspective focused on monitoring risks affecting the whole portfolio. Financial risk management is controlled by the Chief Operating Officer, which identifies, evaluates and covers financial risks. Our risk management strategy seeks to achieve a balance between profitability targets and risk exposure levels. Foreign currency risk results from volatility in the foreign currency market, which affects cash, cash equivalents, subscription and other rights, and payables to related parties.

For further information on our market risks, please refer to Note 17.6.1.1 to the Audited Financial Statements.

Critical Accounting Policies

Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows, and require management to make difficult, subjective or complex judgments, assumptions and estimates about matters that are inherently uncertain or where judgments,

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assumptions and estimates are significant. Our management bases its estimates on historical experience and other assumptions that it believes are reasonable based upon information available to us at the time that these judgments, assumptions and estimates are made. We continually evaluate our judgments, estimates and assumptions. Our actual results may differ from the judgments, assumptions and estimates made by our management. To the extent that there are material differences between these judgments, assumptions and estimates (on the one hand) and actual results (on the other hand), our future financial statement presentation, financial condition, results of operations and cash flows may be affected.

The following are the critical judgments, apart from those involving estimations, described below, that the management have made in the process of applying the group’s and predecessor accounting policies and that have the most significant effect on the amounts recognized in the financial statements.

Critical Judgments

Contingencies

We are subject to various claims, lawsuits and other legal proceedings that arise during the ordinary course of our business. Our liabilities with respect to such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Periodically, we review the status of each contingency and assess potential financial liability, applying the criteria indicated in Note 21 to the Audited Financial Statements, for which we elaborate the estimates mainly with the assistance of legal advisors, based on information available to our Management Team at the time of the financial statements, and taking into account our litigation and resolution/settlement strategies.

Contingencies include outstanding lawsuits or claims for possible damages to third parties in the ordinary course of business, as well as third party claims arising from disputes concerning the interpretation of legislation.

We evaluate whether there would be additional expenses directly associated to the ultimate resolution of each contingency, which will be included in the provision if they may be reasonably estimated.

Environmental remediation

The costs incurred to limit, neutralize or prevent environmental pollution are only capitalized if at least one of the following conditions is met: (a) such costs relate to improvements in safety; (b) the risk of environmental pollution is prevented or limited; or (c) the costs are incurred to prepare the assets for sale and the book value (which considers those costs) of such assets does not exceed their respective recoverable value.

Liabilities related to future remediation costs are recorded when, based on environmental assessments, such liabilities are probable to materialize, and costs can be reasonably estimated. The actual recognition and amount of these provisions are generally based on our commitment to an action plan, such as an approved remediation plan or the sale or disposal of an asset. The provision is recognized on the basis that a future remediation commitment will be required.

We measure liabilities based on our best estimation of present value of future costs, using currently available technology and applying current environmental laws and regulations as well as our own internal environmental policies.

Business Combinations

The acquisition method involves the measurement at fair value of the identifiable assets acquired and the liabilities assumed in the business combination at the acquisition date.

For the purpose of determining the fair value of identifiable assets, we use the valuation approach considered most representative for each asset. These include (i) the income approach, through indirect cash flows

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(net present value of expected future cash flows) or through the multi-period excess earnings method, (ii) cost approach (replacement value of the good adjusted for loss due to physical deterioration, functional and economic obsolescence) and (iii) market approach, through comparable transactions method.

Likewise, in order to determine the fair value of liabilities assumed, our Management Team considers the probability of cash outflows that will be required for each contingency, and elaborates the estimates with assistance of legal advisors, based on the information available and taking into account the strategy of litigation and resolution / liquidation.

Management of critical judgment is required in selecting the approach to be used and estimating future cash flows. Actual cash flows and values may differ significantly from the expected future cash flows and related values obtained through the mentioned valuation techniques.

Joint arrangements

Judgment is required to determine when we have joint control over an arrangement, which requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. We have determined that the relevant activities for our joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work program and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity’s joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, as set out in Note 2.3 to the Audited Financial Statements.

Judgment is also required to classify a joint arrangement. Classifying the arrangement requires us to assess our rights and obligations arising from the arrangement. Specifically, we consider:

•

the structure of the joint arrangement—whether it is structured through a separate vehicle;

•

when the arrangement is structured through a separate vehicle, we also consider the rights and obligations arising from:

•

the legal form of the separate vehicle;

•

the terms of the contractual arrangement; and

•

other facts and circumstances, considered on a case-by-case basis.

This assessment often requires significant judgment. A different conclusion about both joint control and whether the arrangement is a joint operation or a joint venture, may materially affect the accounting.

Exploration and evaluation assets

The application of our accounting policy for exploration and evaluation expenditure requires judgment to determine whether future economic benefits are likely from future either exploitation or sale, or whether activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of reserves and resources is, in itself, an estimation process that involves varying degrees of uncertainty depending on how the resources are classified.

These estimates directly impact when we defer exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events and circumstances, in particular, whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of the expenditure is unlikely, the relevant capitalized amount is written off in the statement of profit or loss and other comprehensive income in the period when the new information becomes available.

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Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. The functional currency of each of our entities is the U.S. Dollar. Determination of functional currency may involve certain judgments to identify the primary economic environment and the parent entity reconsiders the functional currency of its entities if there is a change in events and conditions, which determined the primary economic environment.

Impairment of Goodwill

Goodwill is reviewed for impairment annually or more frequently, if events or changes in circumstances indicate the recoverable amount of our cash generating units (“CGUs”) to which the goodwill relates should be assessed. In assessing whether goodwill has been impaired, the carrying amount of our CGUs to which goodwill has been allocated is compared with its recoverable amount. Where the recoverable amount of the group of CGUs is less than the carrying amount (including goodwill), an impairment loss is recognized.

Determination as to whether a CGU or group of CGUs containing goodwill is impaired involves management estimates on highly uncertain matters including determining the appropriate grouping of CGUs for goodwill impairment testing purposes. We monitor goodwill for internal management purposes based on its single business segment.

In testing goodwill for impairment, we use the approach described in Note 3.2.1 to the Audited Financial Statements, grouping all CGUs to determine the recoverable amount.

Impairment of non-financial assets other that Goodwill

Non-financial assets, including identifiable intangible assets, are reviewed for impairment at the lowest level at which there are separately identifiable cash flows that are largely independent of the cash flows of other groups of assets or CGUs. For this purpose, each own or jointly operated oil and gas property has been considered a single CGU, as all of each of their assets jointly contribute to the generation of independent cash inflows, which are derived from a single product; thus cash inflows cannot be attributed to individual assets.

In order to evaluate if there is evidence that a CGU could be impaired, both external and internal sources of information are analyzed, whenever events or changes in circumstances indicate that the carrying amount of an asset or CGU may not be recoverable. Example of these events are, changes in our business plans, changes in our assumptions about commodity prices and discount rates, evidence of physical damage or, for oil and gas assets, significant downward revisions of estimated reserves or increases in estimated future development expenditure or decommissioning costs, the cost of raw materials, the regulatory framework, the projected capital investments and the evolution of the demand. If any such indication of impairment exists, we make an estimate of the asset’s or CGU’s recoverable amount.

A CGU’s recoverable amount is the higher of its fair value less costs of disposal and its value in use (“VIU”). Where the carrying amount of a CGU exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. Given the nature of our activities, information on the fair value of an asset or CGU is usually difficult to obtain unless negotiations with potential purchasers or similar transactions are taking place. Consequently, unless indicated otherwise, the recoverable amount used in assessing impairment is value in use.

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preparation of these plans, various assumptions regarding market conditions, such as oil prices, natural gas prices, foreign currencies exchange and inflation rates are set by executive management. These assumptions take into account existing prices, global supply-demand equilibrium for oil and natural gas, other macroeconomic factors and historical trends and variability. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the asset group and are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. After a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

Determination as to whether, and by how much, an asset or CGU is impaired involves management estimates on highly uncertain matters such as the effects of inflation and deflation on operating expenses, discount rates, production profiles, reserves and resources, and future commodity prices, including the outlook for global or regional market supply-and-demand conditions for crude oil and natural gas. Judgment is required when determining the appropriate grouping of assets into a CGU. The actual cash flows and the values may differ significantly from the expected future cash flows and the related values obtained through discount techniques and could result in a material change to the carrying values of the group’s assets.

For further information as to the key assumptions used in our impairment tests please refer to Note 3.2.2. to the Audited Financial Statements.

Current and deferred income tax

Our management has to assess regularly the positions stated in the tax returns as regards those situations where the applicable tax regulations are subject to interpretation and, if necessary, establish provisions according to the estimated amount that we will have to pay to the tax authorities. When the final tax result of these items differs from the amounts initially recognized, those differences will have an effect on the income tax and on the deferred tax provisions in the fiscal year when such determination is made.

There are many transactions and calculations for which the ultimate tax determination is uncertain. We recognize liabilities for eventual tax claims based on estimates of whether additional taxes will be due in the future.

Deferred tax assets are reviewed at each reporting date and reduced in accordance with the probability that the sufficient taxable base will be available to allow for the total or partial recovery of these assets. Deferred tax assets and liabilities are not discounted. In assessing the realization of deferred tax assets, our management considers that it is likely that a portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income in the periods in which these temporary differences become deductible. To make this assessment, our management takes into consideration the scheduled reversal of deferred tax liabilities, the projections of future taxable profits and tax planning strategies.

Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These estimates of future taxable profits are based on forecast cash flows from operations (which are impacted by production and sales volumes, oil and gas prices, reserves, operating costs, decommissioning costs, capital expenditure, dividends and other capital management transactions) and judgment about the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize the net deferred tax assets recorded at the reporting date could be impacted.

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In addition, future changes in tax laws in the jurisdictions in which we operate could limit our ability to obtain tax deductions in future periods.

Asset retirement obligations

Asset retirement obligations after completion of operations require our management to estimate the number of wells, long-term well abandonment costs and the time remaining until abandonment. Technology, costs, political, environmental and safety considerations constantly change and may result in differences between actual future costs and estimates.

Asset retirement obligations estimates are adjusted when it is justified by changes in the evaluation criteria or at least once a year.

Oil and gas reserves

Oil and gas properties are depreciated using the units of production (“UOP”) method over total proved developed and undeveloped hydrocarbon reserves. Reserves mean oil and gas volumes that are economically producible, in the areas where we operate or have a (direct or indirect) interest and over which we have exploitation rights, including oil and gas volumes related to those service agreements under which we have no ownership rights on the reserves or the hydrocarbons obtained and those estimated to be produced for the contracting company under service contracts.

The life of each item of property, plant and equipment, which is assessed at least annually, has regard to both its physical life limitations and present assessments of economically recoverable reserves of the field at which the asset is located. There are numerous uncertainties in estimating proved reserves and future production profiles, development costs and prices, including several factors beyond the producer’s control. Reserve engineering is a subjective process of estimating underground accumulations involving a certain degree of uncertainty. Reserves estimates depend on the quality of the available engineering and geological data as of the estimation date and on the interpretation and judgment thereof.

Reserve estimates are adjusted when is justified by changes in the evaluation criteria or at least once a year. These reserve estimates are based on the reports of oil and gas consulting professionals.

We use the information obtained from the calculation of reserves in the determination of depreciation of assets used in the areas of oil and gas, as well as assessing the recoverability of these assets (Note 3.2.1., Note 3.2.2., Note 13 and Note 35 to the Audited Financial Statements).

Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

For the measurement of the fair value of equity-settled transactions with employees at the grant date, we use a Black & Sholes model. The carrying amount, assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 33 to the Audited Financial Statements.

Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see Note 2.2 to the Audited Financial Statements and Note 2.2 to our 1Q 2019 Unaudited Condensed Consolidated Interim Financial Statements appearing elsewhere in this prospectus.

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INDUSTRY AND REGULATORY OVERVIEW

Recent Trends in the Latin American E&P Sector

The Latin American E&P sector is an increasingly desirable destination for investments on account of multiple improvements in the investment climate. These include the successful ongoing development of Vaca Muerta in Argentina as the only large-scale, commercially developed shale play outside of North America; the ongoing bidding rounds for licenses and production sharing agreements in Mexico; the improving security situation with the recently signed peace accord along with a longstanding attractive regulatory framework in Colombia and recent Ecopetrol’s asset sale rounds; and Brazil’s recent regulatory improvements aimed at fostering investments in the E&P sector, the launching of Petrobras’ divestment program, and the announcement of Brazilian National Agency of Petroleum’s new bidding rounds, among others. Given the scale of resources and the competitive terms the region offers, actionable opportunities for investment in the Latin American E&P sector present a strong value proposition.

In Latin America, the competition for assets is still low in comparison to other regions worldwide, particularly in North America, which is reflected in lower acquisition costs as measured by different metrics, such as price per flowing barrel of production, price per barrel of oil equivalent of proven reserves and price per acre (specific for shale plays). Since the commodity price crunch in 2014, oil majors have been heavily investing in the region to develop their positions, primarily in Brazil and Argentina.

Argentina’s Oil and Gas Industry Overview

Introduction

As of December 2017, Argentina was the fifth largest crude oil producer and the third largest natural gas producer in Latin America, based on BP Statistical Review of World Energy 2018. In terms of hydrocarbons reserves, according to the Argentine Secretariat of Energy, as of December 31, 2017, the country had proved developed and undeveloped (1P) natural gas reserves of approximately 12.6 trillion cubic feet (Tcf) and 2 billion barrels of oil (Bnbbl), while total proved, probable and possible reserves (3P) were 24.4 Tcf and 3.3 Bnbbl respectively. As of December 31, 2017, contingent resources amounted to 12.7 Tcf of natural gas and 1.1 Bnbbl of crude oil according to the Argentine Secretariat of Energy. Additionally, Argentina is home to the world’s fourth largest shale oil prospective resources and second largest shale gas prospective resources, with an estimated of 27 Bnbbl and 802 Tcf, respectively, as of December 31, 2017, and the only commercially producing play outside North America.

World Shale Oil Resources (Bnboe)

World Shale Gas Resources (Tcf)

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Source: EIA/ARI (2013). World Shale Gas and Shale Oil Resource Assessment, June 2013.

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Hydrocarbons production in Argentina has experienced an overall decline during the past two decades as a result of natural depletion and underinvestment in exploration and development. However, the emergence of unconventional resources has transformed the outlook of Argentina, bringing significant investments and therefore changing the outlook. The oil majors have built, and continue to build, exposure, and local players have announced ambitious growth plans. As illustrated in the chart below, shale oil production has been increasing at an annual rate of 55.5% from 2013 to 2018. Additionally, shale gas production has been increasing at annual rate of 107.9% from 2013 to 2018.

Average Shale Oil Production 2013—2018 (Mboe/d)

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Average Shale Natural Gas Production 2013—2018 (Mboe/d)

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Source: Argentine Secretariat of Energy.

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Argentina has a high level of dependence on hydrocarbons as it accounts for approximately 85% of the country’s primary energy supply. This dependence on hydrocarbons is greater than that of the region (Latin America and the Caribbean), where oil and gas together represent 67% of the primary energy matrix. The oil and gas industry plays a significant role in the economy of Argentina and the development of the unconventional play could potentially make a positive impact on the country’s balance of trade. Increased domestic oil and gas production will reduce the reliance on expensive imported oil and gas and will drive economic growth.

Argentina Primary Energy Mix (%) as of 2017

Latin America and the Caribbean Primary Energy
Mix (%) as of 2017

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Mexico Primary Energy Mix (%) as of 2017

Brazil Primary Energy Mix (%) as of 2017

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Source: Argentine Secretariat of Energy and OLADE’s 2017 Yearbook of Energy Statistics.

In 2017, domestic gas demand was fulfilled by domestic production and natural gas imports from Bolivia and Chile, amounting to 0.23 Tcf and 0.01 Tcf respectively (US$1,256 million). Additionally, 0.17 Tcf of LNG (US$968 million) and 1.4 million of cubic meters of diesel (US$1,503 million) for power generation were imported. Production decrease of light crude oil requires the import of a similar quality crude to compensate the domestic deficit in the refining complex. Therefore, in 2017, 7.9 million crude oil barrels, 0.4 million of cubic meters of naphtha and 2.1 million of cubic meters of diesel (US$455 million) were imported to compensate such deficit. As a result, energy imports reached US$5,729 million, whereas exports were only US$2,414 million, mainly due to heavy crude oil exports.

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Argentina Energy Trade Balance 2008—2017 (US$ bn)

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Source: Argentine Secretariat of Energy.

Argentina Basins Overview

The country’s territory includes five oil and gas producing basins: Neuquina, Golfo San Jorge, Cuyana, Noroeste, and Austral with several conventional and unconventional opportunities.

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Source: Wood Mackenzie.

The Golfo San Jorge basin is comprised of 69% proved oil reserves, while the Neuquina and Austral basins are comprised of 50% and 33% proved natural gas reserves, respectively. Located in west-central Argentina, the Neuquina basin is amongst the most prolific basins of the country accounting for 23% of total oil and 52% of total gas production.

Oil Exploration and Production Sector

During 2018, oil production averaged 489 Mbbl/d, 2.1% higher than 2017 average production. According to the Argentine Secretariat of Energy, oil production is expected to triple by 2030, reaching 1,500 Mbbl/d, mainly driven by the emergence of unconventional oil, which is expected to increase its share of national production from an estimated 29% in 2019E to 77% in 2030.

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Oil Production Evolution (Mbbl/d)

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Source: Argentine Secretariat of Energy.


2019E Oil Production Breakdown (% ; Mboe/d)		2030E Oil Production Breakdown (% ; Mboe/d)

Source: Argentine Secretariat of Energy.

During the three-month period ended December 31, 2018, Argentina’s main oil producer was YPF with a 47.1% market share, followed by Pan American Energy (20.8%), Pluspetrol (5.2%), Sinopec Argentina (4.0%), Tecpetrol (3.0%) and Vista (2.9%).

As of December 31, 2017, proved oil reserves totaled 2.2 Bnbbl. As of December 31, 2017 the basin with the largest share of proved oil reserves was the Golfo San Jorge basin with 69%, followed by Neuquina (23%), Cuyana (4%), Austral (4%), and Noroeste (1%).

Argentina Proved Oil Reserves by Basin (%) as of December 31, 2017

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Source: Argentine Secretariat of Energy.

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Natural Gas Exploration and Production Sector

During 2018, natural gas production reached 4.2 Bncf/d, 5.5% higher than 2017 production. According the Argentine Secretariat of Energy, natural gas production is expected to triple by 2030, reaching 14.1 Bncf/d, mainly driven by the emergence of shale gas production, which is expected to increase its share of national production from 44% in 2019 to 75% in 2030.

Natural Gas Production (Bncf/d)

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2019E Natural Gas Production Breakdown (% ; Bncf/d)

2030E Natural Gas Production Breakdown (% ; Bncf/d)

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Source: Argentine Secretariat of Energy.

During the three-month period ended December 31, 2018, Argentina’s main producer of natural gas was YPF, with a 29.0% market share, followed by Total Austral (24.8%), Tecpetrol (13.4%), Pan American Energy (11.3%), Compañía General de Combustibles (4.3%) and ENAP SIPETROL (2.9%).

As of December 31, 2017, proved reserves of natural gas reached 12.6 Tcf. As of December 31, 2017 the basin with the highest concentration of proved reserves of natural gas was the Neuquina basin with 50%, followed by Austral (33%), Golfo San Jorge (12%), and Noroeste (5%).

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Argentina Proved Gas Reserves by Basin (%) as of December 31, 2017

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Source: Argentine Secretariat of Energy.

Demand and Consumption

In 2017, domestic demand of natural gas reached 4.3 Bncf/d. The power generation sector drove demand with 38.6% of the gas consumed in the country, followed by the industrial sector (28.0%), residential (21.5%), and others (11.9%). During 2017, in order to meet the demand for natural gas, 0.23 Tcf and 0.01 Tcf of natural gas was imported from Bolivia and Chile respectively, 0.17 Tcf of LNG and 1.4 million of m ³ of diesel.

Demand for Natural Gas by Sector (%) as of 2017

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Source: Argentine Secretariat of Energy and OLADE’s 2017 Yearbook of Energy Statistics.

Vaca Muerta Shale Formation / Unconventional Potential Overview

The Vaca Muerta formation located in the Neuquina basin is considered one of the most prominent shale plays globally, and has already become the largest commercial shale development outside of North America. The development of the Vaca Muerta formation plays an important role in the Argentine economy, and therefore the national and provincial governments have introduced changes to the regulatory framework for exploration and production of unconventional hydrocarbons, in order to attract investments.

Together with the recent reforms to the regulatory framework, significant reductions in well costs and improvements in production rates, Vaca Muerta has already attracted over 30 oil and gas companies, domestic and IOCs, including Chevron, Shell, ExxonMobil, Total, Equinor, Pan American Energy, Petronas, Pluspetrol,

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Schlumberger, Tecpetrol, Dow, YPF, Wintershall, BP and CNOOC. Most of these companies, which hold acreage neighboring our blocks, have already completed pilots projects and/or announced significant investments for the upcoming years:

Distribution of the Vaca Muerta Formation in the Basin

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Source: Company’s Information and Press Articles

Production from Vaca Muerta reached 269.6 Mboe/d in March 2019, mainly driven by Loma Campana, La Amarga Chica, El Orejano and Fortín de Piedra, which all together account for 74.9 Mboe/d. Other more recent developments, such as Aguada Pichana, Aguada de la Arena, Cruz de Lorena and Rincón del Mangrullo, are already contributing more than 9.4 Mboe/d.

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Gross Shale Oil & Gas Production (Mboe/d)

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Source: Argentine Secretariat of Energy.

Vaca Muerta Oil and Gas Production 2019E—2024E (Mboe/d)

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Source: Wood Mackenzie.

2017 Production by Operator (% ; Mboe/d)

2024E Production by Operator (% ; Mboe/d)

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Source: Wood Mackenzie.

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Vaca Muerta exhibits similar, or even better, geological properties than several of the most successful shale plays in the United States. The table below sets forth Vaca Muerta’s geological characteristics as compared to top tier U.S. onshore plays.


Play	Total Organic Content (“TOC”) ⁽¹⁾ (%)	Thickness (m)	Reservoir Pressure (psi)
Bajada del Palo Oeste	4.2	250	0.9
Vaca Muerta	3 – 10	30 – 450	0.9
Barnett	4 – 5	60 – 90	0.5
Haynesville	0.5 – 4	60 – 90	0.9
Marcellus	2 – 12	10 – 60	0.6
Eagle Ford	3 – 5	30 – 100	0.5 – 0.9
Wolfcamp (Permian)	3	200 – 300	0.6

⁽¹⁾

TOC refers to the measure of a formation’s organic material represented by the percentage of the weight of organic carbon, a higher organic content indicates that the source formation is more likely to generate hydrocarbon products. In management’s view, TOC is an important evaluation parameter of reservoir hydrocarbon source quality that can serve as an indicator that a particular formation is positioned for the exploitation and development of hydrocarbon projects.

Source: Argentine Secretariat of Energy using Wood Mackenzie.

Approximately 90% of the prospective acreage in Vaca Muerta, estimated at more than 8.6 million acres is concentrated among 12 operators. Most concessions are within the 30,000 to 100,000 acres range, which is significantly larger than the average leasehold in the United States. The terms of concessions in Argentina are also competitive compared to those in the United States, with unconventional concessions of 35 years and flat royalties of 12%.

As of March 31, 2019, drilling activity has historically centered within the Loma Campana block operated by YPF in partnership with Chevron, with more than 581 wells drilled out of 1,026 total wells drilled in Vaca Muerta. Vaca Muerta continues to evolve with development beginning to spread beyond the historical center of activity to adjacent blocks such as El Orejano, Fortin de Piedra, La Amarga Chica and Bandurria Sur projects, which are ramping up drilling activity with more than 210 producing wells. According to the Argentine Secretariat of Energy, projections indicate that there will be over 2,800 unconventional oil completed wells by 2023, and over 1,600 unconventional gas completed wells, with over US$54,000 million of capital expenditure investments deployed.

Total Shale Well Count 1Q16—1Q19

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Source: Argentine Secretariat of Energy

One of the most critical elements to value creation in every shale play, including Vaca Muerta, is well costs. The increase in drilling efficiency in horizontal wells in Vaca Muerta has thus far shown encouraging results.

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According to the Argentine Secretariat of Energy, YPF achieved a 54% reduction in capital expenditure per lateral foot drilled from US$3,050/ft in 2015 to an average of US$1,390/ft at the Q1 of 2018, significantly reducing the gap to comparable fields in the United States. During the same period, most operators began drilling wells with longer horizontal laterals of up to approximately 3,000 meters, achieving greater drilling efficiency and, consequently, a reduction in drilling costs per well. Sand is an important component of well construction costs. It is mainly produced in Argentina and some of the main companies producing it are YPF, Cristamine and Arenas Patagónicas.

Loma Campana Horizontal Well Cost

(’000 US $ / Lat. ft.)

Loma Campana Horizontal Well

Performance

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Source: Argentine Secretariat of Energy.

According to Wood Mackenzie, standardized well planning and well management tailored to Vaca Muerta’s characteristics, along with the incorporation of state-of-the-art technology have allowed the Vaca Muerta play to achieve levels of productivity comparable to those observed in top U.S. basins.

Type Well EUR Benchmarking (Normalized by Lateral Length)—By Sub-play (Low Gas Content Only)

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Source: Wood Mackenzie Vaca Muerta Development Study.

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As of 2018, the Argentine Secretariat of Energy estimates breakeven prices of US$46.7 per barrel for oil wells, and below US$4/MMBtu for gas wells.

Vaca Muerta Production Ramp-Up

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Source: Secretary of Energy and EIA.

Vaca Muerta is in a relatively early stage of its development compared to shale plays in the United States and Canada. The Permian basin is a good analogue for Vaca Muerta, with similar geological characteristics and a long history of unconventional hydrocarbon development. However, Vaca Muerta has even more thickness than the Permian, with up to five different pay zones already tested in different blocks of the basin. Operators have drilled less than a thousand wells in Vaca Muerta compared to more than 12,200 in the Permian. It is expected that Vaca Muerta will have a growth trajectory similar to that of the Permian basin or other U.S. shale plays in the coming years. The growing investment in Vaca Muerta by international operators is similar to the early stages of the Permian basin’s remarkable growth since 2008, becoming one of the most prolific shale plays in the world.

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Stacked Pay Potential Across Multiple Zones

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Source: Vista.

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Oil Infrastructure Network

The Argentine crude oil pipeline network is shaped like a semi-circle, connecting the principal oil fields in the west with refineries along the east coast of Argentina. Refineries are situated along the outer band of the semi-circle, from Luján de Cuyo in the Cuyo basin and Plaza Huincul in the Neuquina basin in the west through the Puerto Galvan refinery at Bahía Blanca on the east coast and on to the various refineries in the Province of Buenos Aires. Argentina’s key crude pipeline is the Oleoductos del Valle S.A. (“Oldelval”) system, which runs from Puesto Hernández in the Neuquina basin to Puerto Rosales near the Bahía Blanca complexes via two 14-inch pipelines, transports approximately 70% of the production from the Neuquina basin and has a capacity of approximately 150,000 bbl/d.

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Gas Infrastructure Network

Argentina’s gas pipeline network contains more than 30,000 km. The high pressure network is divided into five systems: one main line from the north, three from the west, and one from the south, all of which transport to the greater Buenos Aires region.

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Source: Argentine Secretariat of Energy.

Activity in Vaca Muerta has leveraged existing infrastructure, but we expect that new construction and upgrades to the existing infrastructure will be undertaken as production increases. For instance, TGS is building a 92-km gathering pipeline with 37 MMm³ /d capacity, which can be expanded to 56 MMm³ /d capacity and a conditioning plant to adapt the quality of natural gas before it enters the transport pipelines. The total investment is estimated to be approximately US$800 million with additional expansions planned. Initially, the conditioning plant will have a capacity of 177 MMcf/d but is expandable to up to 2.0 Bncf/d.

Oil and Gas Regulatory Framework in Argentina

Introduction to the Hydrocarbon Market

Enacted in 1967, the Hydrocarbons Law ( Ley de Hidrocarburos ) sets forth the basic legal framework for the exploration and production of oil and natural gas. Although amended under various decrees, this law is still in force today. The latest amendments were aimed at improving investment conditions in the industry.

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On October 31, 2014, the Argentine Congress enacted Law No. 27,007, which amended the Hydrocarbons Law in certain aspects mainly relating to the E&P of unconventional hydrocarbons (which were not regulated in the previous Hydrocarbons Law), the extension of the concessions and royalties rates, as follows:

•

Exploration permits: the term for permits for conventional exploration was divided into two periods of up to three years each plus a discretionary extension of up to five years. Thus, the maximum possible duration of exploration permits was reduced from 14 to 11 years.

•

Unconventional exploration: the term of permits was divided into two four-year terms, plus a discretionary extension of up to five years, providing for a maximum term of 13 years. In the case of offshore permits, the term was divided in two periods of up to three years (with a discretional extension of one year each period) and a discretional extension for up to five years, providing for a maximum term of 13 years.

•

Concession: the term of conventional exploitation concessions remains at 25 years. For unconventional exploitations, a 35-year term was established, including an initial pilot plan of up to five years. For offshore production, concessions will be granted for periods of up to 10 years. Under the previous Hydrocarbons Law regime, the concessions could be extended only once for a 10-year term. Law No. 27,007 established successive extensions to conventional and unconventional concessions for 10-year periods. Even the concessions, which were in force prior the enactment of the new regime and those, which had already been extended once, may be extended again.

•

Reservation of areas and the transportation method: Law No. 27,007 eliminated the possibility for the Argentine government and the provinces to reserve areas for the exploitation by public entities or state-owned companies as from the date in which Law No. 27,007 entered into force and effect. However, contracts already executed by said provincial entities or companies for the exploration and development of reserved areas continue to be subject to the regulations in force prior to Law No. 27,007.

•

Exploration permits and exploitation concessions: Law No. 27,007 updated the values of the applicable rights. In the case of exploration permits, it established the possibility of compensating up to 90% with investments in exploration during the second period of the term and of the extension, when applicable.

•

Royalties: the general 12% rate for royalties provided for in the Hydrocarbons Law was maintained. As in the previous regime, the possibility of reducing the rate in exceptional cases up to 5% was also maintained, as well as the possibility of increasing it by 3% upon successive extensions. The new law also introduces a maximum limit to such rate in all cases of 18%. In addition, it provided for the possibility of the grantor to apply a reduced rate of up to 50% for projects (i) of production projects in which enhanced or improved oil recovery techniques are applied, (ii) for extra-heavy oil exploitations and (iii) for offshore exploitations.

Law No. 27,007 provided that the National Executive Branch shall include in the Promotional Investment Regime the direct investment projects that involve investments for an amount of US$250 million in a 3-year period. Before the enactment of Law No. 27,007, the benefits under this regime applied to projects for amounts higher than US$1,000 million in a five-year period.

The benefits under the Investment Promotional Regime will be enjoyed after the third year and shall allow 20% of the project’s production to be sold at international market prices for onshore projects, whether conventional or unconventional, and 60% for offshore projects. To qualify as an offshore project, the wells’ depth measured between the surface and the seabed must be of at least 90 meters.

Law No. 27,007 also established two contributions payable to the provinces in connection with the projects subject to this Investment Promotional Regime: (i) 2.5% of the initial investment to develop corporate social responsibility projects, payable by the owner of the project and (ii) a contribution, which amount shall be determined by the Commission for the Strategic Coordination and Planning of the National Hydrocarbon

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Investment Plan (“CPCE”), created by Decree No. 1.277/2012 considering the size and scope of the project, to develop infrastructure projects in the relevant province, payable by the Argentine government.

Finally, Law No. 27,007 provides that the Argentine government and the provinces will promote the adoption of uniform fiscal legislation to foster hydrocarbon activities.

Our Argentine concessions are governed by the laws of Argentina and the resolution of any disputes involving the Argentine government must be sought in the Federal Courts, although provincial courts may have jurisdiction over certain matters.

In September 2016, Resolution No. 212/2016 of the Argentine Secretariat of Energy, established four new Transport System Entering Point (TSEP) prices and a new tariff scheme for users who buy gas from distributors. This resolution also established that until the liberalization of the TSEP prices the Argentine Secretariat of Energy will approve the price every six months (April and October). By the application of the regulations, the average rates for residential users went from an average of US$1.29 /MMBtu at the beginning of 2016 to US$4.68 /MMBtu in April 2018.

In October 2017, the Argentine Secretariat of Energy determined the completion of the domestic price for crude oil and fuels agreement. Domestic prices are released after having reached the level of international prices and from that point maintain parity with them with a full operation of market rules.

However, the sharp depreciation of the Argentine Peso that the Argentine economy faced during 2018 led refiners and producers to make agreements to minimize the increase in the price of fuels at the pump. This led to a temporary de-coupling of oil prices in Argentina from oil prices in the international market. “Plan Gas” was terminated in December 2017 and, consequently, subsidies for gas production from conventional fields were eliminated. The increase in the price received by the producers of natural gas, first by “Plan Gas” and, subsequently, by the increase in domestic gas prices, attracted investment in upstream gas projects and reverted the decline in gas production over recent years. This process allowed Argentina to reduce natural gas imports and even export gas volumes during the summer months, when domestic demand is reduced.

Exploration and Production

The exploration and production of oil and natural gas is carried out through exploration permits and exploitation concessions. Nevertheless, the Hydrocarbons Law permits surface reconnaissance of territories not covered by exploration permits or exploitation concessions. Information obtained through surface reconnaissance must be provided to the office of the corresponding authority, which is prohibited from disclosing such information for a period of two years without the prior authorization of the party that conducted the exploration, except in connection with the granting of exploration permits or exploitation concessions.

In the event that holders of an exploration permit discover commercially exploitable quantities of oil or gas, such holders will be entitled to obtain an exclusive concession for the production and exploitation of the relevant reserves. The exploitation concession provides its holder the exclusive right to produce oil and gas from the area covered by the concession. An exploitation concession also entitles the holder to obtain a transportation concession for transporting of the oil and gas produced.

Under the Hydrocarbons Law, holders of exploration permits and exploitation concessions are required to carry out all necessary works to find or extract hydrocarbons, using appropriate techniques, and to make the investments specified in their respective permits or concessions. In addition, holders must avoid damage to oil and gas fields and hydrocarbon waste, must undertake adequate measures to prevent accidents and damage to agricultural activities, the fishing industry, communications networks and ground water, and must comply with all applicable federal, provincial and local laws and regulations. Failure by the holder of permits or concessions to make the relevant investments or take the measures required to avoid damages entitles the federal or provincial

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government who granted such permits or concessions may revoke or terminate them early, as applicable. Recently, provincial governments have revoked certain concessions arguing that concessionaires had failed to make the required investment.

Both holders of exploration permits and holders of concessions must pay an annual fee based on the land area covered by the corresponding permit or concession (as provided in Section 7° of the Hydrocarbons Law). Holders of exploitation concessions are required to pay for such concessions, and to make certain royalty payments to the Argentine government.

Reserves and Resources Certification in Argentina

The estimation of reserves and resources in Argentina is mainly governed by Argentine Secretariat of Energy Resolution No. 324/2006 and Secretariat of Hydrocarbon Resources Resolution No. 69-E/2016. These regulations require holders of exploration permits and exploitation concessions to file by March 31 of each year estimates of natural gas and oil reserves and resources existing as of December 31 of the previous year. Estimates must be certified by an external auditor and sent to the Argentine Secretariat of Energy. Information is required to be presented following the criteria approved by the SPE (Society of Petroleum Engineers), the WPC (World Petroleum Council) and the AAPG (American Association of Petroleum Geologists), which are widely accepted internationally.

Under these definitions reserves are those quantities liquid and gaseous hydrocarbons anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must satisfy four criteria: discovered, recoverable, commercial, and remaining (as of the evaluation’s effective date) based on the development project(s) applied.

Additionally, according to the degree of certainty that will be commercially recoverable, reserves are classified as proved, probable, and possible reserves. Proved developed reserves are expected to be recovered from existing wells and facilities while proved undeveloped reserves are quantities expected to be recovered through future investments. Moreover, the estimation of “ proved oil and natural gas reserves ” based on Argentine Secretariat of Energy Resolution No. 324/2006 and Secretariat of Hydrocarbon Resources Resolution No. 69-E/2016 may differ from the standards required by SEC’s regulations. See “Risk Factors—Risks Related to our Business and Industry—The oil and gas reserves that we estimate are based on assumptions that could be inaccurate.”

Contingent resources are those quantities of hydrocarbons estimated, as of a given date, to be potentially recoverable from known accumulations with current technical conditions, but the applied project(s) are not yet considered mature enough for commercial development due to uneconomical production or lack of viable market. Prospective resources estimate defined by SPE/WPC as those quantities of petroleum which are estimated, on a given date, to be potentially recoverable from undiscovered accumulations are not required to be filed.

Technical and economic criteria (including expected sale prices, projected investments, evolution of operative, administrative and transport costs, estimated taxes and duties) used to estimate reserves and contingent resources are defined by the operators and subject to control by external auditors, who validate the information submitted to the Argentine Secretariat of Energy for official certification.

The information included in this section of the prospectus regarding Argentina’s proved reserves has been prepared based on official and publicly available information of the Argentine Secretariat of Energy. References to Argentina’s “proved reserves” follow the definition of “proved reserves” as set forth in the guidelines published by the Argentine Secretariat of Energy. However, the information regarding Vista’s proved reserves included elsewhere in this prospectus has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the Society of Petroleum Engineers’ Petroleum Resources Management System, which differ

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from the relevant guidelines published by the Argentine Secretariat of Energy. For illustrative purposes, 2017 proved reserves volumes corresponding to the fields acquired by Vista were 52.2 MMboe according to Rule 4-10(a) of Regulation S-X and 55.8 MMboe according to the Argentine Secretariat of Energy (i.e., a difference of 6.8% between such volumes).

Transportation

The Hydrocarbons Law grants hydrocarbon producers the right to obtain from the Argentine government a 35-year concession for the transportation of oil, gas and their by-products through a public tender process. Producers remain subject to the provisions of the Natural Gas Stimulus Program and in order to transport their hydrocarbons do not need to participate in public tenders. The term of a transportation concession may be extended for an additional 10 years upon application to the Argentine government.

The transportation concessionaire has the right to transport oil, gas and refined products and to construct and operate oil pipelines and gas pipelines, storage facilities, pumping stations, compressor plants, roads, railways and other facilities and equipment necessary for the efficient operation of a pipeline system. While the transportation concessionaire is obligated to transport hydrocarbons on a non-discriminatory basis on behalf of third parties for a fee, this obligation applies only if such producer has surplus capacity available and after such concessionaire’s own transportation requirements are satisfied.

Depending on whether gas or crude oil is transported, tariffs are subject to approval by the Ente Nacional Regulador del Gas in Argentina (established by Law No. 24, 076) (“ENARGAS”) or the Argentine Secretariat of Energy. SE Resolution No. 5/04, as amended, sets forth maximum amounts:

•

For tariffs on hydrocarbon transportation through oil pipelines and multiple purpose pipelines, as well as for tariffs on storage, the use of buoys and the handling of liquid hydrocarbons; and

•

That may be deducted in connection with crude oil transportation by producers that, as of the date of the regulation, transport their production through their own unregulated pipelines, for the purpose of assessing royalties.

Upon expiration of a transportation concession, ownership of the pipelines and related facilities is transferred to the Argentine government with no compensation to the concessionaire.

On February 7, 2019, the Argentine government issued Decree No. 115/2019, which amends certain relevant provisions of Decree No. 44/1991. Under this regulation, holders of transportation concessions of hydrocarbon products (both existing and new concessions) will have the right to enter into shipping contracts for the providing of transportation services, for prices and volumes to be freely agreed with shippers. Moreover, Decree 115/2019 provides that the capacity that is not engaged or used (“available capacity”) will remain subject to “open access” under the Hydrocarbons Law and Decree No. 44/1991. For such available capacity (to be informed annually by holders of concessions), the Argentine Secretariat of Energy will establish the corresponding fee (to be re-established every 5 years). With respect to the expansion of existing pipelines, the Argentine Secretariat of Energy will provide a mechanism for allocating such new capacity under new concessions. Furthermore, the new regulation authorizes the Argentine Secretariat of Energy to define the terms and conditions to call for public tenders for the granting of transportation concessions based on particular proposals made by investors (which will give such proposing investors a preferred status), or to call for public tenders based on the demand of transportation services (for an initial term of 35 years followed by subsequent 10-year extension periods).

Authorized Governmental Agency

The Argentine Secretariat of Energy is the federal governmental agency in charge of enforcing the Hydrocarbons Law. However, the Argentine Executive Branch is in charge of determining areas in which

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hydrocarbons activities are to be encouraged and, together with provincial governments, the granting of permits and concessions. Pursuant to the Federalization Hydrocarbon Law No. 24.145, each province has the authority to enforce the Hydrocarbons Law within its own territory.

Pursuant to Decree No. 585/18, the former Argentine Ministry of Energy and Mining changed to Argentine Ministry of Energy, as the Ministry of Production took over all of the mining competences. A few months later, through the issuance of Decree No. 801/2018, the Argentine Ministry of Energy was absorbed by the Ministry of Treasury. In this context, the Argentine Ministry of Energy was replaced for all purposes by the Argentine Secretaría de Energía under the supervision of the Ministry of Treasury, which took over all of the competences of the former Argentine Ministry of Energy. For purposes of this prospectus, “Argentine Secretariat of Energy” or “ME&M” means the Argentine Secretaría de Energía under the supervision of the Ministry of Treasury, and/or any of its predecessors (the Argentine Ministry of Energy and the Argentine Ministry of Energy and Mining), and/or any other Argentine federal governmental agency that is in charge of enforcing the Hydrocarbons Law in the future, as applicable.

State Energy Company

On October 2004, the Argentine Congress approved Law 25,943 that created a new state energy company, ENARSA (subsequently renamed as IEASA). IEASA’s objectives are, through third parties or through joint operations with third parties, (i) to study, the exploration and exploitation of natural reserves of hydrocarbons; (ii) the transportation, processing and marketing of hydrocarbons and their derivative products directly or indirectly; (iii) the transportation and distribution of natural gas; and (iv) the generation, transportation, distribution and commercialization of electricity. Likewise, article 2 of Law 25,943 granted IEASA all exploration concessions with respect to all offshore areas located more than 12 nautical miles from the coast, up to the outer limit of the continental shelf, which were vacant when the law was enforced on November 3, 2004. However, that article was later repealed by Article 30 of Law 27,007, which provides for the reversion and transfer of all exploration and concession permits from the national offshore areas to the ME&M, for which there were no association agreements signed with IEASA in the framework of Law 25,943. Law 27,007 exempted from said reversion the exploration permits and exploitation concessions existing at the entry into force of the aforementioned law that had been granted prior to Law 25,943. In this way, the offshore areas of Argentina, with the aforementioned caveats, are again under the jurisdiction of the National Government and can be awarded through the mechanisms provided for in the Hydrocarbons Law and other laws that complement it.

In November 2017, the Argentine Executive Branch decreed the merger of ENARSA and EBISA (Emprendimientos Energéticos Binacionales S.A.), the former being the absorbing company, now known as the IEASA (Integración Energética Argentina S.A.). Likewise, the regulation instructs the ME&M to promote the measures in order to divest itself of the shareholdings of certain power generation plants.

Equity Requirements

The Hydrocarbons Law requires that, to engage in any oil and gas exploration, production or transportation activity in respect of oil and gas, companies must comply with certain capital requirements and financial solvency standards.

SE Resolution No. 193/03 states that, in order to receive and maintain permits or concessions, the permit holder or concessionaire must have a minimum equity of AR$2 million, in the case of land areas, and AR$20 million, in the case of offshore areas, and that such minimum equity must be maintained for the entire term of the permit or concession. Non-compliance with this requirement may result in penalties, including fines or even removal from the register of oil and gas companies of the ME&M. Up to 70% of these equity requirements may be satisfied by means of financial or other guarantees.

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Crude Oil Market

Seeking to encourage investment and production, several resolutions have been issued relating to the crude oil market. Resolution No 394/2007, which imposed further restrictions on exports of crude by fixing their price, had the effect of leaving producers indifferent when deciding between serving the local or the international market as the state would capture any extraordinary revenue that the producer could earn on exports.

The production of crude oil has shown a downward trend in recent years. Therefore, as was the case in the gas market, the Argentine government began searching for tools and regulations that could restart the path to growth. To that effect, the Argentine government created the Oil Plus Program (Resolution No. 1312/2008).

According to the Oil Plus Program, oil producers able to prove an increase in their production of oil and the replenishment of their proven reserves were entitled to a series of tax credits that they could apply to the payment of export duties on their oil, NGL and other by-products that are due under Resolution No.394/2007. The Oil Plus Program came into force on December 1, 2008, with retroactive effect to October 1, 2008. These tax credit certificates issued by the Secretariat of Electric Energy are transferable.

In February 2015, the CPCE’s Resolution No. 14/2015 was published, creating the Oil Encouragement Program ( Programa de Estímulo a la Producción de Petróleo ). Companies participating in the Oil Encouragement Program, agreed to a minimum production floor (the “Base Production”) and could expect to receive US$3/bbl or US$2/bbl (for domestic and export markets respectively) for any barrel in excess of the Base Production up to a maximum price per barrel of US$70/bbl for Escalante oil and US$84/bbl for Medanito oil.

On July 13, 2015, the Argentine government, through Decree No. 1,330/2015, terminated the Oil Plus program, establishing a compensation payable in Argentine sovereign bonds (namely, BONAR 2018 and BONAR 2024) for fiscal credits accrued but not paid under this program.

On January 11, 2017, the Argentine government, producers and refiners signed the “Agreement for the Transition to International Prices of the Argentina Hydrocarbon Industry” establishing a pre-defined scheme with respect to the price of the barrel of oil produced in Argentina in order to track international prices.

On March 20, 2017, the Argentine government, through Decree No. 192/2017, created a registry that requires authorization of the ME&M in order to proceed with the import of crude oil or of certain derivatives.

Consequently, after the termination of the Agreement for the Transition to the International Price of the Argentine Hydrocarbons Industry and Decree No. 192/2017, the current prices in the domestic market for crude oil and refined fuels are freely set by market participants and determined by supply and demand.

As of January 1, 2017, the Argentine government’s ability to set applicable rates for the export duties for crude oil, created by Law No. 25,561 was terminated. Therefore, as of the date thereof, there are no withholdings on exports of hydrocarbons.

In September 2018, the Argentine government reestablished, through Decree No. 793/2018, export duties of 12% on commodities with a cap of 4 Argentine Pesos per U.S. Dollar across all primary export products (3 Argentine Pesos per U.S. Dollar for the rest of products). According to the 2019 Federal Budget bill, these duties will be in force until December 2020. In addition, on January 2, 2019, Decree No. 1201/2018 levied exports of services, as defined in the Argentine Customs Code (Law No. 22,415) amended by the Public Budget Law No. 27,467 (i.e. services rendered in the country, effectively used or exploited abroad), rendered for a valuable consideration and not under a labor relationship, with a 12% export duty (with an AR$4 cap for each US$1) as from January 1, 2019 to December 31, 2020.

Stability of Fuel Prices

In the early 2000s, in an effort to mitigate the impact of the significant increase in international prices for oil and petroleum by-products on domestic prices and to ensure price stability for crude oil, gasoline and diesel oil,

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at the request of the Argentine government, hydrocarbon producers and refineries entered into a series of temporary agreements, which contained price limits with respect to crude oil deliveries. By the end of 2004, in light of increases in the WTI, the Argentine government established a series of measures to ensure the supply of crude oil to local refiners at price levels consistent with the local retail price of refined products. Subsequently, when international prices dropped in 2014 the government, producers and refiners agreed a local oil price higher than the international in order to maintain the level of activity in the upstream.

On October 2017, the ME&M determined the completion of the domestic price for crude oil and fuels agreement. Domestic prices are released after having reached the level of international prices and from that point maintain parity with them with a full operation of market rules. Producers and refiners currently freely negotiate purchase and sale prices for oil.

However, the sharp depreciation of the Argentine Peso during 2018 prevented oil producers from capturing increases in commodity prices, given refiners inability to pass through cost increases to pump prices. This led to a temporary de-coupling of crude oil prices in Argentina from crude oil prices in the international market.

Gas Market

The increase in the price received by the producers of natural gas, first by “Plan Gas” and, subsequently, by the increase in domestic gas prices, attracted investments in upstream gas projects and reverted the decline in gas production over recent years. This process allowed Argentina to reduce natural gas imports and even export gas volumes in the summer months, when domestic stationary demand is lower.

However, the recent macroeconomic instability faced by emerging markets and the Argentine economy, in particular, had an impact on the oil and gas sector, among other industries. Between May 2, 2018 and October 1, 2018, the Argentine Peso slid from 20.9 to 38.7 Argentine Pesos per U.S. Dollar according to the U.S. dollar buying rate published by Banco de la Nación Argentina . Due to the fact that end user domestic prices are set in local currency, upstream companies were unable to pass-through an increase in downstream, therefore collecting lower prices in Dollar terms. Although the prices of natural gas in Argentina are denominated in U.S. Dollars, the rates paid by regulated end users are denominated in local currency. In this context, due to the impossibility of adjusting tariffs in the short term, wellhead prices decreased from an average of US$4.4 per MMBtu in 2017 to US$4.1 per MMBtu average 2018 for gas delivered to regulated customers.

Various reforms of the gas market aimed to regulate the supply of gas to ensure that the supply of the priority demand is met. This structure is known as the “producers’ agreement,” dividing demand into the following: (i) priority demand (residential), (ii) compressed natural gas, (iii) industrial and power plants, and (iv) exports. Each segment pays a different price for gas, with the industrial and the export segments being the only segments with freely floating market prices.

On March 6, 2017, the ME&M issued Resolution No.46-E/17, creating the “Stimulus Program for Non-Conventional Production,” with the objective of promoting investments in non-conventional gas production (tight gas, compact sand, or shale gas) in fields located at the Neuquina basin. In determining the value of the rates for the public service in gas distribution for 2017, the ME&M issued Resolution 74/2017 on March 30, 2017, which adopted the gas values at the point of entry into the transport system and is applicable as of April 1, 2017. Additionally, on November 30, 2017, the ME&M issued Resolution 474-E/2017 which adopted the gas values at the point of entry into the transport system and is applicable as of December 1, 2017.

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Mexico’s Oil and Gas Industry Overview

Mexico is the eleventh largest producer of oil in the world and has the fourth largest proved oil reserves in Latin America, after Venezuela, Brazil and Ecuador, which makes it one of the most attractive destinations for investment in hydrocarbon Exploration and Production (E&P) activities in the world. Mexico has significant hydrocarbon resources with estimated oil and gas proved developed and undeveloped reserves of 8.5 Bnboe, 3P reserves of 25.5 Bnboe and estimated prospective resources of 112.8 Bnboe, in each case as of January 1, 2018. There exist multiple formations to develop productive fields across the country and many opportunities to take advantage of the recent reforms to the energy sector.

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Source: Wood Mackenzie.

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The Mexican subsurface has multiple geological plays and provides sizeable opportunities across the risk spectrum, from onshore mature fields to large deep-water projects. While oil and gas reserves are strongly concentrated in Southeast Basin plays, prospective resources are spread across multiple plays across several basins, which could lead to more opportunities for oil and gas participants to access previously untapped reservoirs. Mexico’s total oil production has declined from 3.33 MMbbl/d in 2005 to 1.75 MMbbl/d in 2018 due to the decrease in production from the Cantarell giant field, according to CNH. Nevertheless, there exists opportunities for private operators and Pemex to increase production through the introduction of new technologies for the use and exploitation of fields more technically challenging resources from shallow and deep-water exploration, as well as secondary and tertiary recovery projects in onshore conventional fields and unconventional resource exploration.


Mexican Oil and Gas Reserves as of January 1, 2019
(Bnboe)
			Reserves
Geological basin	Cumulative production		1P		3P		Prospective resources
Southeast		48.3		7.1		17.2		14.4
Tampico Misantla		7.4		0.9		6.4		37.1
Burgos		2.5		0.2		0.4		14.0
Veracruz		0.9		0.2		0.5		2.0
Sabinas		0.1		0.0		0.0		14.3
Others*		0.0		0.0		0.1		3.0
Deepwater		0.0		0.1		0.9		28.0

Total Mexico		59.2		8.5		25.5		112.8

Total Pemex		59.2		7.7		21.1		23.4

Rest of opportunities		—		0.8		4.4		89.4

*	Includes Cinturón Plegado de Chiapas and Plataforma Burro-Picachos

Source: Pemex and CNH.

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Although the largest resources are in the offshore and unconventional plays, substantial potential still exists in onshore conventional reservoirs. According to Mexico Oil and Gas Review, there are approximately over 500 mature fields that are currently generating aggregate production of approximately 2,500 kbbl/d. Mexico’s unconventional resource base is among the largest in the world and is located only a few hundred miles away from the more developed U.S. shale plays with which the formations share many similarities. According to the EIA, technically recoverable shale resources, estimated at 545 Tcf of natural gas and 13.1 Bnbbl of oil, are potentially larger than the country’s proven conventional reserves.

Multiple E&P plays across basins

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Source: EIA.

Private investment opportunities are available across Mexico’s energy industry, including oil and gas E&P, the development, the construction and the management of new pipeline capacity and the bolstering of existing capacity, the development and the building of liquids and gas storage and transport facilities and revamping the country’s gasoline-station sector, among others, that will require significant amounts of capital.

In addition to these sources of opportunities for private investment, Mexico exhibits significant potential to increase oil production through the wider application of secondary and tertiary techniques, significantly enhancing current recovery factors. For example, a one percentage point increase in recovery factors would represent a volume of approximately 1.6 Bnbbl (equivalent to more than two years of the total oil production of Mexico).

In conclusion, we believe that Mexico is particularly attractive for investment by E&P companies, as it features several hydrocarbon basins that are under-explored and under-exploited because Mexico’s E&P sector was closed to private sector participation for over 75 years and is now open to new players.

The 2013 Energy Reform

Mexico’s energy industry has recently undergone historic and vital reforms aimed at encouraging growth and modernization that we believe will attract significant private investment in the sector. In 2013, Mexico’s

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government proposed far-reaching constitutional reforms aimed at modernizing the energy industry and increasing access to the country’s oil and gas reserves, production capacity and overall supply infrastructure to aid in Mexico’s economic growth, increase fiscal revenues and strengthen the federal budget. Furthermore, and relying on the approved constitutional reforms, Mexico’s Congress passed secondary economic and technical legislation in August 2014, impacting energy related activities ranging from upstream to downstream activities and from resource exploitation to power generation.

Particularly relevant for Mexico’s oil and gas industry, the reforms seek to boost oil and gas exploration and production by allowing private investor participation for the first time in over 75 years and increasing access to technology, expertise, and capital. The regulatory framework adopted by the reforms is considered to have abided by policy best practices and transparency at an international level.

The reforms granted the E&P sector more independence from Pemex. Prior to the reform, the Mexican Constitution stated that Pemex must carry out, by itself, all of the activities of the country related to the oil and gas industry. With the energy reform, the figure of Exploration and Production Agreements (E&P Agreements) of hydrocarbons was incorporated into the Mexican Constitution. The E&P Agreements now allow private companies to participate in the national energy sector, including E&P activities as operators or non-operators, with the ability to report oil and gas reserves in their financial statements. Also, derived from the reform Pemex is allowed to partner with private companies to carry out various activities of the productive chain of the sector, giving Pemex access to much advanced capital, technology and know-how, as well as allowing it to become a more efficient state-owned productive enterprise.

Mexico’s E&P sector has received significant attention from the international community, given that Mexico’s energy reform has included not only a series of high profile E&P Agreements allocation rounds, but also mechanisms that allow Pemex to more easily partner with private companies and investors through farm-outs and migrations from E&P integrated services contracts to E&P Agreements. There are three principal means for private entities to invest in Mexico’s E&P sector: Pemex farm-outs, E&P services contract migrations, and CNH’s bidding rounds.

Hydrocarbon tender rounds

As mentioned above, the energy reform allowed CNH to allocate E&P Agreements. The Mexican Ministry of Energy (“SENER”) establishes prequalification requirements for each bidding round, such as the operational, technical, financial, and legal capabilities required, and the bidding process is conducted by a committee of CNH members.

As part of the ongoing energy reforms, SENER released a five year (2015 – 2019) hydrocarbon tender plan (the “ Five Year Plan ”), which, as of the date of this prospectus, has not been modified by the administration of the current Mexican President, Andrés Manuel López Obrador. The Five Year Plan is intended to be a blue print of the government’s strategy to increase hydrocarbon production, replenish existing reserves and maximize interest from participants in future licensing rounds. The Five Year Plan is considered a fundamental pillar of Mexico’s energy policy and one of the key instruments for implementation of the energy reforms. The Five Year Plan will be released and updated every year by SENER with input from the CNH, providing the authorities with the flexibility to adapt to overarching market conditions. SENER will also seek feedback from industry participants and operators in order to offer the most attractive opportunities. The Five Year Plan is a strong commitment by SENER that intends to provide certainty and long-term visibility in the sector.

As of the date of this prospectus, the CNH has awarded and executed 111 contracts of exploration and production. Of those, almost half (46%) have been onshore, while approximately one third (29%) have been in shallow waters and one quarter (25%) have been in deep waters. In 2017, production reached 38.7 Mbd of oil and 48.2 MMpcd of natural gas.

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To date, the Mexican government has successfully completed the first and second rounds and the first tender of the third bidding round. One hundred and five blocks were awarded through eleven different tenders, 39 in Round 1, 50 in Round 2 and 16 in the first tender of Round 3. Many reputable international oil and gas companies have been awarded blocks in these rounds, including, among others, Total, Shell, ENI, Petronas, Ecopetrol, Repsol, Murphy, Ophir, Premier, Statoil, DEA, Lukoil, CNOOC, Pan American, Fieldwood and Talos. These represent the first E&P Agreements awarded in Mexico since 1938.

On December 11, 2018, the CNH cancelled the second and third bids for Round 3. This was due to the fact that SENER required the withdrawal of all the blocks that were going to be tendered in order to carry out a greater analysis of the prospects incorporated in the tenders. As of the date of this prospectus, the CNH had not published new calls for bids.

Farm-outs

Farm-outs are a mechanism by which a license holder to an energy resource assigns an interest in the license to another party. Pemex is using farm-outs to partner with international E&P operators with the financial resources and expertise to accelerate development and extract value from its extensive hydrocarbon asset base. The first farm-out contract was assigned in December 2016 to BHP Billiton, resulting in a partnership with Pemex to develop the Trion deep-water oilfield in the Perdido area.

In its 2017-2021 business plan, Pemex unveiled an aggressive farm-out program aimed at attracting new private sector partners. The farm-out projects include opportunities in onshore, shallow water and deep-water fields. Some of these fields are already in the production phase and represent over 1,000 square kilometers and 4,139 MMboe of Mexico’s 3P reserves. Pemex estimates that these assets will require over US$40 billion to develop. Pemex hopes to increase production in its fields by 15% through these farm-out agreements, according to Pemex’s Plan de Negocios 2017-2021 .

The first farm-out agreement for the Trion field was executed in March 2017 by Pemex and BHP Billiton. In March 2017, the CNH, began a tender process for the second production sharing agreement with Pemex in the shallow waters of the Ayín-Batsil fields in the Gulf of Mexico and, in September of the same year, the process for the farm-out in the deep water gas Nobilis Maximino field initiated. The first tender was declared null and the other process was canceled in December. In October 2017, two partnership processes were finalized in the Cárdena Mora (3P reserves: 93.19MMboe) and Ogarrio (3P reserves: 53.97MMboe) fields. The farm-outs were awarded to Cheiron Holding Limited and DEA Deutsche Erdoel AG, respectively.

In April 2018, CNH published the tender CNH-A6-7 Associations/2018, to partner with Pemex through a “farm-out” for the extraction of oil in a group of fields in the Mexican states of Veracruz, Tabasco and Chiapas; however, on June 13, 2019 CNH canceled such tender, due to the fact that all fields were withdrawn as consequence of Pemex’s forfeit of the migration processes that gave rise to the tender.

E&P Services Contract Migration

The energy reform also provides for Pemex to migrate existing oil and gas integrated E&P services contracts to production sharing agreements or licenses, as a means to continue boosting investment in the E&P sector. These contracts were signed by Pemex and private companies prior to the energy reform and were known as Contratos Integrales de Exploración y Producción and Contratos de Obra Pública Financiada contracts. With the newly enacted regulatory regime, it is expected that these services contracts will migrate into E&P services contracts, transforming the relationship with Pemex from a service contractor into a joint venture. Pemex has identified a total of 22 service contracts which it plans to migrate in two separate blocks. The contract migration process began in 2015.

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Oil and Gas Services Sector

Despite the growing demand for refined products throughout the country, Mexico lacks efficient transportation, distribution and storage infrastructure for liquid petroleum products. While trucks and ships continue to provide a significant percentage of refined petroleum transportation, there are increasing opportunities to provide more efficient transportation to reach growing demand at consumption centers. According to the Ministry of Energy Oil and Refined Products Outlook 2017-2031, the demand for gasoline and diesel from the auto transport sector grew from 2006 to 2016 at a CAGR of 1.4% and 1.2%, respectively. During 2016, demand of liquid petroleum products increased 2.9% as compared to 2015, representing a potential investment opportunity in liquid petroleum transportation and storage infrastructure.

The following map shows projects with the objective of improving existing infrastructure and developing new infrastructure for the refined products sector between 2014 and 2018.

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Source: SENER, Mexican Energy Regulatory Commission and Pemex, 2015

Oil and Gas Regulatory Framework in Mexico

Upstream and Downstream

On December 21, 2013, a decree amending several articles of the Mexican Constitution was enacted, by means of which Articles 25, 27, and 28 of the Mexican Constitution were amended leading to the opening of the oil, natural gas, and power sectors to private investment.

In August of 2014, Congress passed secondary laws to implement the reforms. The reforms allow the Mexican government to grant contracts to private-sector entities in the upstream sector through public tenders. These amendments also allow private-sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons, including the processing, compression, liquefaction,

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regasification, transportation, distribution, marketing and retail of natural gas, the transportation, storage, distribution, marketing and retail of oil products, including NGL, and the transportation (through pipelines) and related storage of petrochemicals, including ethane.

The legislation enacted in 2014 includes the Mexican Hydrocarbons Law ( Ley de Hidrocarburos ), which preserves the concept of state ownership over hydrocarbons while located in the subsoil but allows private companies to take ownership over the hydrocarbons once they are extracted. The Mexican Hydrocarbons Law allows private-sector entities holding a permit granted by the Mexican Energy Regulatory Commission to store, transport, distribute, commercialize and carry out direct sales of hydrocarbons, as well as to own and operate pipelines and liquefaction, regasification, compression and de- compression stations or terminals, and related equipment in accordance with technical and other regulations. In addition, private-sector entities may import or export hydrocarbons subject to a permit from the SENER.

Permits granted prior to the enactment of the Mexican Hydrocarbons Law, including their general terms and conditions, will remain in force during their original term, and rights held by permit-holders will not be affected by the new laws and regulations. However, new permits, such as marketing permits granted by the Mexican Energy Regulatory Commission and import and export permits granted by the SENER are required. Additionally, legislation requires that oil companies make small percentage payments to landowners for any oil or gas extracted on their property. It also increased the amount of oil revenue that is to be transferred to local and state governments.

Reserves and Resources Certification in Mexico

On August 13, 2015, Mexico’s National Hydrocarbons Commission (CNH) published a set of guidelines (the “CNH Guidelines”) that governs the valuation and certification of Mexico’s reserves and the related contingency resources. The CNH Guidelines follow the same SPE/WPC/AAPG international standards as those described with respect to the reserves and resources certification process in Argentina (see “–Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina”). Therefore, the processes for reserves classification and certification in Mexico are similar to those described with respect to Argentina.

Economic valuation criteria established by the CNH for proved reserves also follow the U.S. Securities and Exchange Commission’s definitions in Rule 4-10(a) of Regulation S-X which establishes that selling prices considered shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period.

Regulatory Entities

For midstream and downstream activities, including oil refining and natural gas processing, the Hydrocarbons Law establishes a permit regime that is granted by the SENER and the Energy Regulatory Commission ( Comisión Reguladora de Energía or “CRE”), as applicable. The Hydrocarbons Law also sets forth the process by which entities may apply for these permits. The CRE began issuing permits for the retail sale of gasoline and diesel fuel in 2016.

The SENER is responsible for developing the country’s upstream policy, including the determination of which areas will be made available through public bidding. They decide the bidding schedule and the contract models that are to apply. Additionally, they approve all non-fiscal terms of the contract. The Ministry of Finance (SHCP) approves all fiscal terms that apply to the contracts. The Ministry of Finance also participates in audits.

The CNH conducts the bidding rounds that award contracts to oil companies and consortiums of companies. They interface with Pemex and private companies and manage all E&P contracts. Permits for the transportation, storage, distribution, compression, liquefaction, decompression, regasification, marketing, and sale of crude oil, oil products, and natural gas are granted by the CRE.

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The National Agency for Industrial Safety and Environment Production is a new agency created by the energy reforms. This agency regulates all safety and environmental concerns. The National Natural Gas Control Center (“CENEGAS”) is another recently-created federal agency. It is responsible for managing the system for gas distribution and storage, a task that previously belonged to Pemex.

The Mexican Federal Economic Competition Commission (“COFECE”) is an independent body of the Mexican government that has joint jurisdiction in the activities of natural gas, NGL, oil products and ethane concerning the prevention of, and enforcement against, monopolistic practices and economic concentrations. With the approval of COFECE, the Mexican Energy Regulatory Commission may issue new regulations to develop competitive markets in the hydrocarbons sector, which may include bundling restrictions, shareholder limitations, and caps in economic operators’ participation in marketing activities.

State Oil Company

As a result of the energy reform, Pemex was transformed from a decentralized public entity into a productive state-owned company on October 7, 2014—the day on which the new Pemex Law took effect, with the exception of certain provisions. As a productive state-owned company, Pemex remains wholly owned by the Mexican government and has the corporate purpose of generating economic value and increasing the income of the Mexican nation subject to principles of equity, as well as social and environmental responsibility.

Transportation

Before the energy reform, Pemex had exclusivity on certain activities such as processing, storage, transportation, distribution and marketing of petroleum products. The energy reform allows private sector participation in the construction and operation of oil products storage and transportation facilities.

The development of midstream and downstream natural gas activities, NGL, ethane and other oil derivatives are subject to the provisions of the Mexican Hydrocarbons Law, the Mexican Energy Sector Coordinated Regulatory Agencies Law ( Ley de los Órganos Reguladores Coordinados en Materia Energética ), the Mexican National Agency for Industrial Safety and Protection of the Environment of the Hydrocarbons Sector Law ( Ley de la Agencia Nacional de Seguridad Industrial y de Protección al Medio Ambiente del Sector Hidrocarburos ), the Mexican Hydrocarbon General Regulations, the Regulations Relating to the Activities Specified in Title Three of the Mexican Hydrocarbons Law and applicable environmental and safety regulations. Directives and General Rules ( Disposiciones Administrativas de Carácter General ) issued by the Mexican energy and environmental authorities, Mexican Official Standards ( Normas Oficiales Mexicanas ) and terms and conditions set forth in related permits also regulate our activities. See “Risk Factors—Risks Related to our Business and Industry— Our operations are subject to extensive regulation in the countries in which we operate.”

Building and operating natural gas, LNG, NGL, ethane and oil products storage facilities, pipelines and distribution systems require governmental permits and authorizations from federal, local and municipal authorities, such as the Mexican Energy Regulatory Commission, the Mexican Federal Economic Competition Commission, SEMARNAT, ASEA and the SENER, real estate rights-of-way, and other related authorizations. Permits issued by the Mexican Energy Regulatory Commission also impose a series of regulatory obligations and specific terms and conditions commonly referred to as “general terms and conditions” ( Términos y Condiciones Generales ).

Market Regulations

In the past, the Mexican government has imposed price controls on the sales of natural gas, NGL, gasoline, diesel, gas oil intended for domestic use, fuel oil and other products. In accordance with the 2017 Federal Revenue Law (Ley de Ingresos de la Federación para el Ejercicio Fiscal de 2017 ), during 2017 the Mexican government gradually removed price controls on gasoline and diesel as part of the liberalization of fuel prices in Mexico. To date, sale prices of gasoline and diesel have been fully liberalized and are determined by the free market.

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Federal Environmental Law

The Mexican Federal Environmental Liability Law (Ley Federal de Responsabilidad Ambiental ) enacted on July 7, 2013 regulates environmental liability arising from damages to the environment including remediation and compensation. In the event of intentional and unlawful action or inaction, the responsible party will be fined up to approximately 48 million Mexican Pesos for 2017. This liability regime is independent from administrative, civil or criminal liability regimes, which may be applicable depending on the performed conduct.

Environmental liability may be attributed to an entity for conduct carried out by its representatives, managers, directors, employees, or officers who are directly involved in operations. The statute of limitations to claim environmental liability is twelve years from the date of the environmental damage. The law allows the interested parties to solve disputes by means of alternative dispute resolution mechanisms, provided that public interest or third party rights are not affected.

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OUR BUSINESS

Our Company

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many of which are beyond our control. For more information regarding our estimated Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Projected Financial Information” and “Risk Factors—Our financial estimates are based on various assumptions that may not prove to be correct.”

The following map illustrates the location of our concessions in Argentina, except for two non-operated blocks in the Noroeste and Golfo San Jorge basins, as of the date of this prospectus:

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Our Competitive Strengths

The following are our main competitive strengths:

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model and strong focus on absorbing unconventional production growth with the existing cost base. Maintaining and enhancing these assets provides us with low-risk, high-margin cash flows, allowing us to partially fund the development of our shale oil assets in the Vaca Muerta formation from our own cash flows.

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Our Business Strategy

Our primary business strategy is to increase shareholder value through the implementation of the following priority actions:

Become a leading operator. We aim to be a leading operator in the Vaca Muerta unconventional play by achieving the lowest development and operating cost while also extracting maximum value from our conventional production by continuing to decrease costs and profitably sustain production levels with primary, secondary and tertiary recovery. We believe that the experience and the know-how of our Management Team and professional staff in Vaca Muerta will improve our ability to lower our development and operating costs at a faster pace than other Vaca Muerta operators. We have already implemented a novel field services model, which allows us to maximize efficiency and enhance profitability, and we intend to continue innovating our operating model. In Coirón Amargo Sur Oeste, our first horizontal well, CASO x-1, has been producing since March 2018. Drilled by our partner, Shell, the well achieved an IP30 rate of 902 bbl/d. Three additional wells in CASO were completed in March 2019 and became operational in April 2019.

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Our History

The Initial Business Combination

We commenced our operating activities in the E&P business on April 4, 2018, when we consummated our Initial Business Combination and acquired certain assets and interests from Pampa and Pluspetrol.

For more information on the Initial Business Combination, see “Presentation of Financial and Other Information—The Initial Business Combination.”

Farm-in to blocks held by Jaguar

As a consequence of this transaction, which was approved by the CNH on October 2, 2018, we hold a 50% working interest in the following blocks:

•

CS-01 (23,517 gross acres) and A-10 (85,829 gross acres), both to be operated by Vista (upon the approval of transfer of operatorship by the CNH), and

•

TM-01 (17,889 gross acres) operated by Jaguar.

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Acquisition of Águila Mora

Corporate Reorganization

Sale of Series A Shares to Kensington Investments B.V.

Recent Developments

Midstream Joint Venture

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successful track record of building independent midstream companies across North America, and Southern Cross Group, one of the largest and longest-standing Latin America-focused private equity firms, we are creating Aleph Midstream, a company that will seek to become an important midstream player in the Neuquina basin. For more information on Aleph Midstream, see “Our Business—Oil and Natural Gas Reserves Production—Midstream Joint Venture” and “Related Party Transactions—Aleph Midstream.”

Potential OPIC Debt Financing

Our Operations

As of December 31, 2018, our total proved reserves in Argentina were 57.6 MMboe, 94% of which are located in conventional reservoirs and of which approximately 60% consist of oil.

We combine conventional assets that generate significant low-risk cash flow, with a solid balance sheet and an actionable and profitable growth plan to develop our shale oil acreage.

Our development plan for 2019 and 2020 mainly focuses on the development of our unconventional resources in the Vaca Muerta formation in Argentina, mostly in the Bajada del Palo Oeste block. The development plan has budgeted investment of approximately US$1.8 billion (excluding facilities investments) by 2022 in the first development phase of the area, which includes drilling approximately 200 wells, 130 of which are expected to target the Vaca Muerta formation. We intend to finance these investments through a combination of internally generated funds and debt and equity financing.

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The following table presents information on our areas, estimated reserves and production for the periods indicated:


Block	Gross acres		Net acres		Interest			Operator		Net proved reserves as of Dec. 31, 2018 (MMboe)		Average net production for the three- month period ended March 31, 2019 (Mboe/d)		Average net production for the nine- month period ended Dec 31, 2018 (Mboe/d)		Concession Expiration
*Neuquina basin*
Entre Lomas Neuquén		99,665		99,665		100	%		Vista		3.4		1.4		1.6		2026
Entre Lomas Río Negro		83,349		83,349		100	%		Vista		15.5		7.4		6.7		2026
Bajada del Palo Oeste ⁽¹⁾		62,641		62,641		100	%		Vista		15.9		5.4		4.9		2053
Bajada del Palo Este ⁽¹⁾		48,853		48,853		100	%		Vista		3.1		1.4		1.4		2053
Jarilla Quemada ⁽²⁾		47,617		47,617		100	%		Vista		0.4		0.7		0.9		2040
Charco del Palenque ⁽²⁾		47,963		47,963		100	%		Vista		1.4		—		—		2034
25 de Mayo-Medanito		32,247		32,247		100	%		Vista		8.6		3.9		4.1		2026
JDM		48,359		48,359		100	%		Vista		7.0		4.5		4.1		2025
Coirón Amargo Norte		26,598		14,629		55	%		Vista		0.6		0.3		0.3		2037
Águila Mora		23,475		21,128		90	%		Vista		0		0		0		2019
Coirón Amargo Sur Oeste		16,440		1,644		10	%		Shell		1.3		0.1		0.2		2053
*Golfo San Jorge basin*
Sur Río Deseado Este		75,604		12,807		16.9	%		Alianza Petrolera		0		0		0		2021
*Noroeste basin*
Acambuco		293,747		4,406		1.5	%		Pan American Energy		0.5		0.2		0.2		2036/2040
*Mexico*
CS-01 ⁽³⁾		23,517		11,758		50	%		Vista ⁽⁴⁾		0		0.2		0.1		2047
A-10 ⁽³⁾		85,829		42,915		50	%		Vista ⁽⁴⁾		0		0.2		0.2		2047
TM-01		17,889		8,944		50	%		Jaguar		0		0		0		2047

⁽¹⁾

Based on the proved developed reserves for Bajada del Palo Oeste and Bajada del Palo Este blocks to the working interest of Vista as of December 31, 2018 (which constituted a single block prior to December 21, 2018), we estimate that from Bajada del Palo’s total conventional production during the three-month period ended March 31, 2019 and the nine-month period ended December 31, 2018, 66% of total conventional oil volumes and 82% of total conventional natural gas volumes correspond to the Bajada del Palo Oeste concession.

⁽²⁾	Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).

⁽³⁾	Jaguar will be the operator until the approval of transfer of operatorship to Vista by the CNH.

Main Operating Subsidiaries

Vista Argentina

Vista Argentina (formerly PELSA, our predecessor company) is an Argentine company with administrative offices in Buenos Aires and Neuquén and a field office with technical staff located on the Entre Lomas concession dedicated to the E&P of hydrocarbons and the commercialization of oil, natural gas and NGL. In the Neuquina basin, it currently operates and holds a (i) 77.00% interest in three exploitation concessions: Entre Lomas Neuquén, Entre Lomas Río Negro, Bajada del Palo Oeste, Bajada del Palo Este, Charco del Palenque and Jarilla Quemada (the remaining 23.00% interest in these concessions is held by APCO Oil & Gas S.A.U.); and (ii) 100% interest in the 25 de Mayo-Medanito and JDM concessions. As of March 31, 2019, Vista Argentina had 223 direct employees and approximately 2,000 outsourced staff available to provide services in our operations, of which approximately 650 are required for Vista Argentina’s daily operations.

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whereby we expect to merge APCO Oil & Gas S.A.U. and APCO Argentina by absorption without liquidation into Vista Argentina (the “Argentine Reorganization”) as part of a tax-free reorganization under the terms of the Argentine Income Tax Law.

The Argentine Reorganization was approved by the shareholders of the relevant entities. However, its registration before the Argentine Public Registry remains pending as of the date of this prospectus. Upon registration with the Argentine Public Registry, the Argentine Reorganization will be effective as of January 1, 2019.

APCO Oil & Gas S.A.U.

On October 31, 2018, the Public Registry of the Autonomous City of Buenos Aires registered the re-domiciliation of APCO International from the Cayman Islands to Argentina and its change of name to “APCO Oil & Gas S.A.U.” As a result, (i) APCO International was registered as an Argentine entity; (ii) “APCO Oil & Gas S.A.U.” continues APCO International’s activity in Argentina; and (iii) the registration of APCO Argentina Branch before the Public Registry was canceled on October 31, 2018 and the entity ceased to exist. Further, as of the date of this prospectus, Vista Holding I, APCO Oil & Gas S.A.U. and APCO Argentina held a 35.21%, 62.29% and 2.5% ownership interest, respectively, in Vista Argentina (formerly PELSA, our predecessor) pursuant to a capital increase.

APCO Oil & Gas S.A.U. holds a (i) 23% interest in the three exploitation concessions operated by Vista Argentina, (ii) 10% non-operating interest in the CASO block located in the Province of Neuquén, (iii) 55% operated interest in the exploitation concession Coirón Amargo Norte located in the Province of Neuquén, (iv) 16.95% non-operating interest in the exploitation concession Sur Río Deseado Este, located in the Province of Santa Cruz, operated by a subsidiary of Cruz Sur Energy (formerly known as Pentanova Energy Corp.), Alianza Petrolera, (v) 44% non-operating interest in an exploration agreement relating to Sur Río Deseado Este, operated by Quintana E&P Argentina S.R.L. (“Quintana E&P”) and (vi) 1.50% non-operating interest in the exploitation concession Acambuco, located in the Province of Salta, operated by Pan American Energy LLC (Argentine Branch). As a result of the re-domiciliation and reorganization process described above, APCO Oil & Gas S.A.U. has succeeded APCO Argentina Branch as holder of the working interest formerly held by APCO Argentina Branch, which it continues to hold as of the date of this prospectus.

On August 22, 2018, APCO Argentina Branch entered into a cross assignment of rights agreement, the Águila Mora Swap Agreement, whereby: (i) APCO Argentina Branch assigned to O&G, a fully owned subsidiary of Shell, a 35% non-operated working interest in the CASO block, (ii) O&G assigned to APCO Argentina Branch a 90% operated working interest in the Águila Mora block and agreed to invest US$10 million to upgrade its current water supply infrastructure and serve our operations in the Bajada del Palo block. The Águila Mora Swap Agreement was approved by the Province of Neuquén on November 30, 2018. Therefore, as of such date, Vista retained a 10% working interest in the CASO block, and acquired a 90% working interest in the Águila Mora block, becoming the operator of the latter pursuant to the Águila Mora Swap Agreement. The Águila Mora Swap Agreement is also subject to approval by the Argentine antitrust authorities, and such approval is pending as of the date hereof. The Águila Mora Swap Agreement provides that in the event approval by the Argentine antitrust authorities is conditioned on the divestment by any of the acquiring parties of one or more properties, the transferring party shall not be liable for such divestment. Should the acquiring party elect to divest the transferred interests or any portion thereof in response to any Argentine antitrust authority’s instruction, the transferring party agrees that any preferential right or right of first refusal provided for in the relevant agreement shall not be applicable to such divestment; provided that the acquiring party shall grant to the transferring party a ten (10) day period during which acquiring party shall negotiate exclusively with the transferring party for the sale of the transferred interest prior to the marketing of the transferred interests to third parties.

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Vista Holding I

Vista Holding I is a Mexican company with administrative offices in Mexico City incorporated for purposes of, among other things, participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. It currently holds a (i) 100% interest in APCO Oil & Gas S.A.U.; (ii) 95 % interest in APCO Argentina and (iii) 35.21% interest in Vista Argentina.

Vista Holding II

Vista Holding II is a Mexican company with administrative offices in Mexico City incorporated for purposes of, among other things, participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. It is the holder of 50% working interests in the CS-01, TM-01 and A-10 license contracts.

Argentina

Overview

During the years ended December 31, 2017 and 2018, and the three-month period ended March 31, 2019, our production was concentrated in the Neuquina basin in the following assets: Entre Lomas Neuquén, Entre Lomas Río Negro, Bajada del Palo Oeste, JDM, 25 de Mayo-Medanito, Bajada del Palo Este, Charco del Palenque, Jarilla Quemada and Coirón Amargo Norte. We also have some assets in Golfo San Jorge and Noroeste basins, which together with the Neuquina basin assets amount to approximately 525,000 net acres. As of March 31, 2019, we owned 1,055 productive wells and over 200 injector wells in Argentina.

We have approximately 134,000 net acres located in the Vaca Muerta shale oil formation in Bajada del Palo Oeste, Bajada del Palo Este, Águila Mora and Coirón Amargo Sur Oeste. We operate three of these blocks, representing 99% of our shale net acreage. These assets are surrounded by blocks in which other operators have conducted successful pilots and are in full field development, including Loma Campana, La Amarga Chica, El Orejano, Bandurria Sur, Cruz de Lorena and Sierras Blancas blocks with an oil average daily production of 60.5 Mbbl/d in the first quarter of 2019 (representing 79% of the total Vaca Muerta average daily oil production of the period). We believe our exposure to geological and operational risk is reduced as a result of the successful pilots and developments from the surrounding concessions. In addition, the Bajada del Palo Oeste block, where we tied-in our first 4-well pad targeting the Vaca Muerta formation in late February 2019, and which took our shale production from zero to a peak of 6,500 boe/d in mid-April 2019, boosted by strong individual well performance, is adjacent to our existing transportation and treatment facilities, which have sufficient spare capacity to process and deliver our initial shale production to the market, thus supporting our production ramp-up and cash flow generation targets. Given that most of our operated shale acreage is clustered together, we will be able to take advantage of the synergies generated by shared surface facilities, drilling rigs, completion service contracts and operations and maintenance service contracts to lower the development and operating costs of our shale production.

We have a significant inventory of over 400 drilling locations targeting the Vaca Muerta shale oil formation within our core development acreage, which provide us with over 11 years of drilling inventory. Our drilling inventory is currently located in the Bajada del Palo Oeste block and provides attractive production growth and high return opportunities. We intend to expand our drilling inventory by testing additional stacked pay zones, such as the Upper, Mid and Lower Carbonate, reducing well spacing in the Bajada del Palo Oeste block and further delineating our acreage in the Bajada del Palo Este and Águila Mora blocks.

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As of December 31, 2018, our total proved reserves in Argentina were 57.6 MMboe, of which approximately 60% consisted of oil reserves. Our average daily production for the three-month period ended March 31, 2019 was 25,693 boe/d, of which 59% was crude oil, 39% natural gas and the remaining 2% was NGL. We have reduced our average operating cost from US$16.9 per boe during the three-month period ended March 31, 2018 (information corresponding to all assets acquired in the Initial Business Combination) to US$12.0 per boe for the three-month period ended March 31, 2019 by controlling costs with a new contracting model and strong focus on absorbing unconventional production growth with the existing cost base.

Crude Oil Production and Natural Gas Production in Argentina

We operate most of our blocks. Almost 100% of our production is Medanito light crude oil, which has a gravity higher than 30º API density.


Block	Average net oil production for the three-month period ended March 31, 2019 (Mbbl/d) ⁽³⁾		Average net gas production for the three-month period ended March 31, 2019 (MMcf/d) ⁽³⁾		Average net NGL production for the three-month period ended March 31, 2019 (Mbbl/d) ⁽³⁾
*Neuquina basin*
Entre Lomas Neuquén		1.1		1.5		0.0
Entre Lomas Río Negro		3.9		17.2		0.5
Bajada del Palo Oeste ⁽¹⁾		1.6		21.0		0.0
Bajada del Palo Este ⁽¹⁾		0.6		4.5		0.0
Jarilla Quemada ⁽²⁾		0.4		2.0		0.0
Charco del Palenque ⁽²⁾		—		—		—
25 de Mayo-Medanito		3.7		1.3		0
JDM		3.4		6.1		0
Coirón Amargo Norte		0.2		0.2		0
Águila Mora		0		0		0
Coirón Amargo Sur Oeste		0.1		0.0		0
*Golfo San Jorge basin*
Sur Río Deseado Este		0		0		0
*Noroeste basin*
Acambuco		0.0		1.0		0

⁽¹⁾

Based on the proved developed reserves for Bajada del Palo Oeste and Bajada del Palo Este blocks to the working interest of Vista as of December 31, 2018 (which constituted a single block prior to December 21, 2018), we estimate that from Bajada del Palo’s total conventional production during the three-month period ended March 31, 2019, 66% of total conventional oil volumes, and 82% of total conventional natural gas volumes correspond to the Bajada del Palo Oeste concession.

⁽²⁾	Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).

⁽³⁾

Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. Our production of natural gasoline is mixed and sold with our crude oil and condensate production and represents less than 0.05% of our average daily production.

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Block	Average net oil production for the nine-month period ended December 31, 2018 (Mbbl/d) ⁽³⁾		Average net gas production for the nine-month period ended December 31, 2018 (MMcf/d) ⁽³⁾		Average net NGL production for the nine-month period ended December 31, 2018 (Mbbl/d) ⁽³⁾
*Neuquina basin*
Entre Lomas Neuquén		1.2		1.8		0.1
Entre Lomas Río Negro		3.8		12.9		0.6
Bajada del Palo Oeste ⁽¹⁾		1.2		20.1		0.1
Bajada del Palo Este ⁽¹⁾		0.6		4.4		0.0
Jarilla Quemada ⁽²⁾		0.4		2.6		0.0
Charco del Palenque ⁽²⁾		—		—		—
25 de Mayo-Medanito		3.7		1.8		0
JDM		3.1		5.8		0
Coirón Amargo Norte		0.3		0.2		0
Águila Mora		0		.		0
Coirón Amargo Sur Oeste		0.2		0.1		0
*Golfo San Jorge basin*
Sur Río Deseado Este		0		0		0
*Noroeste basin*
Acambuco		0.0		1.1		0

⁽¹⁾

Based on the proved developed reserves for Bajada del Palo Oeste and Bajada del Palo Este blocks to the working interest of Vista as of December 31, 2018 (which constituted a single block prior to December 21, 2018), we estimate that from Bajada del Palo’s total production during the nine-month period ended December 31, 2018, 66% of total oil volumes, and 82% of total natural gas volumes correspond to the Bajada del Palo Oeste concession.

⁽²⁾	Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).

⁽³⁾

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The information included in the table below corresponds to all assets acquired by us in the Initial Business Combination. Our average daily production was 24,470 boe/d for the year ended December 31, 2018.


Block	Average net oil production for the three-month period ended March 31, 2018 (Mbbl/d)		Average net gas production for the three-month period ended March 31, 2018 (MMcf/d)		Average net NGL production for the three-month period ended March 31, 2018 (Mbbl/d)
*Neuquina basin*
Entre Lomas Neuquén		1.2		1.7		0.1
Entre Lomas Río Negro		4.0		11.0		0.6
Bajada del Palo Oeste		1.3		20.0		0.1
Bajada del Palo Este		0.7		4.4		0.0
Jarilla Quemada ⁽¹⁾		0.5		3.1		0.0
Charco del Palenque ⁽¹⁾		—		—		—
25 de Mayo-Medanito		3.6		2.2		0
JDM		3.0		6.1		0
Coirón Amargo Norte		0.3		0.4		0
Águila Mora		0		0		0
Coirón Amargo Sur Oeste		0.1		0.1		0
*Golfo San Jorge basin*
Sur Río Deseado Este		0		0		0
*Noroeste basin*
Acambuco		0.0		1.2		0

⁽¹⁾	Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque productions).

Concessions

We have obtained participation interests in the following oil and gas concessions in Argentina:

Neuquina basin : (a) a 100% operating interest in the exploitation concessions 25 de Mayo-Medanito and Jagüel de los Machos, Entre Lomas Neuquén and Entre Lomas Río Negro, which we refer to collectively as “Entre Lomas,” Bajada del Palo Oeste, Bajada del Palo Este, and Jarilla Quemada and Charco del Palenque, which we refer to collectively as “Agua Amarga” (in all cases, as operator); (b) a 55% operating interest in the exploitation concession Coirón Amargo Norte (as operator); (c) a 90% operating working interest in the exploration permit Águila Mora and (d) a 10% non-operating interest in the CASO block (operated by Shell);

Golfo San Jorge basin : 16.95% non-operating interest in the exploitation concessions Sur Río Deseado Este (operated by Alianza Petrolera); and

Noroeste basin : a 1.5% non-operating interest in the exploitation concessions Acambuco (operated by Pan American Energy).

As of the date of this prospectus, the approval of the assignment of the 100% direct interest in the JDM and 25 de Mayo-Medanito concessions to us by the Province of Río Negro was still pending.

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The map below shows the location of our blocks in Argentina in which we have working interests as of March 31, 2019:

Basin Blocks ⁽¹⁾

LOGO

1.	Two non-operated blocks in Noroeste and Golfo San Jorge basins not shown. Águila Mora not shown, please see unconventional blocks man.

2.	Net proved reserves as of December 31, 2018 (MMoe).

3.	Net Average production for the three-month period ended March 31, 2019 (boe/d).

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Neuquina Basin Unconventional Blocks

LOGO

Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to the prior authorization by the executive branch of the province where the concession is located. For the four years prior to the expiration of each of these concessions, the concession holder must provide technical and commercial justifications for leaving any inactive and non-producing wells unplugged. Each of these concessions can be terminated for default in payment obligations and/or breach of material statutory or regulatory obligations. We may also voluntarily relinquish acreage to the Argentine authorities.

Entre Lomas Neuquén and Entre Lomas Río Negro (“Entre Lomas”)

We are the operator and holder of a 100% interest in the exploitation concessions Entre Lomas Neuquén and Entre Lomas Río Negro, which we refer to collectively as “Entre Lomas,” in the Neuquina basin located in the provinces of Neuquén and Río Negro, respectively. The Entre Lomas concessions are located about 950 miles southwest of the city of Buenos Aires on the eastern slopes of the Andes Mountains. They straddle the provinces of Río Negro and Neuquén approximately 60 miles north of the city of Neuquén. The Entre Lomas Neuquén concession covers a surface area of approximately 99,665 gross acres and the Entre Lomas Río Negro concession covers an area of 83,349 gross acres, both of which produce oil and gas from several formations. The Entre Lomas Neuquén and Entre Lomas Río Negro blocks have proved reserves of 3.4 MMboe and 15.5 MMboe, respectively, as of December 31, 2018 and production of 1.4 Mboe/d (79% oil) and 7.4 Mboe/d (52% oil), respectively, in the three month-period ended March 31, 2019. The Entre Lomas Neuquén and Entre Lomas Río Negro concessions expire in 2026.

As of December 31, 2018, the Company had committed to drill 14 wells to the Province of Rio Negro, for an estimated cost of US$33.6 million, make capital investments in 18 well workovers for an estimated cost of US$8.7 million and abandon 4 wells for an estimated cost of US$0.6 million, calculated pursuant to our working interests in our concessions, through 2022.

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Our budget for the year 2019 includes the drilling and completion of 4 wells, of which we have already drilled and completed 3, and the execution of 9 well workovers, of which we had already performed 2 as of March 31, 2019. Our capital expenditures budget for 2019 related to these commitments is US$13.3 million, of which we had disbursed the amount of US$7.8 million as of March 31, 2019.

The productive units are the continental fluvial and aeolian sandstones of the Tordillo, Punta Rosada formations and the carbonatic facies of Quintuco formation. The remaining primary development consists of the drilling of wells located in the fields’ edges and in small, isolated traps related to areas with echelon fault systems. In addition, there are ongoing secondary recovery projects, such as water conformance and infill drilling, in which we see significant upside potential based on the low current recovery factors.

Bajada del Palo Oeste

We are the operator and holder of 100% of the exploitation concession granted for the Bajada del Palo Oeste block in the Neuquina basin located in the Province of Neuquén. This block has proved reserves of 2.1 unconventional MMboe and 13.8 conventional MMboe as of December 31, 2018 and production of 5.4 Mboe/d (30% oil) for the three-month period ended March 31, 2019. A 35-year term unconventional exploitation concession was granted on December 21, 2018 and expires in December 2053. In connection with the granting of such unconventional concession, Vista has committed the drilling of 8 horizontal wells and related facilities totaling an investment of US$105.6 million until June 2020, out of which US$107.2 million were already disbursed as of March 31, 2019 (including the investment on related facilities for US$14.7 million).

The budget for the year 2019 includes the drilling and completion of 12 wells and facilities for a total estimated amount of US$227 million. Based on this budget, we expect to fulfill all our commitments under this concession by the second quarter 2019.

Our first 4-well pad development was tied-in in late February 2019 and took Bajada del Palo Oeste shale production from zero to a peak of 6,500 boe/d in mid-April 2019, boosted by individual well performance above our estimated type curve, on a cumulative basis. We employ a strict drawdown management policy to preserve frac integrity and stable bottom-hole pressure. As of June 2, 2019, the four wells had pressures over 5,000 psi, and were flowing naturally through a 6.35 mm choke (16/64 inches).

LOGO

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Achieved ramp-up in unconventional production

LOGO

The estimated type curve for Bajada del Palo Oeste is based on real production data gathered from public data of horizontal wells in La Amarga Chica, Bandurria Sur, Loma Campana, Sierras Blancas and Cruz de Lorena Blocks, corroborated by numerical simulation. Each well was declined following common industry methods, to arrive to individual estimates on ultimate recovery. Subsequently, P10-P50-P90 type wells were estimated based on the distribution of ultimate recoveries. To check consistency, we applied a numerical simulation workflow. Effective porosity and water saturation were estimated by petrophysical interpretation of open hole logs from legacy wells in Bajada del Palo Oeste. Vertical heterogeneity of the rock has an effect on hydraulic fracture growth, so a detailed interpretation of borehole image logs coupled with a comprehensive description of available cores in Vaca Muerta formation were used as a heterogeneity input in a hydraulic fracture simulator. This workflow gathers geomechanical properties and vertical heterogeneities of the rock and simulates fracture geometry for a given fracture design. The results are used as input for numerical reservoir simulation, where the fracture geometry is combined with the storage and flow capacity of the rock, and fluid properties of the hydrocarbons. The output of the numerical simulation was then compared with the P50 curve from the real production data distribution for consistency of the results.

The performance of our first 4-well pad compares favorably against the top 90 wells drilled in Vaca Muerta ever, and the top 100 wells drilled in Permian since January 2018, as shown in the charts below:

LOGO

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The implementation of the One Team Contracts model, which aligns the interests of key contractors and Vista behind the same goals, by sharing performance and compensation metrics, in conjunction with best practices in terms of logistics, enabled us to achieve outstanding completion results when compared to the basin. We believe that this pad represents a groundbreaking event for us, highlighting Vista’s technical prowess, dedication to efficiency, quality of infrastructure, and capabilities as a premier operator. Our second 4-well pad is currently under development in Bajada del Palo Oeste. We have already drilled all four wells and are currently starting their completions. We expect these wells to be fully operational by the third quarter of 2019. The following provides an indicative timeline of our fast-track development plan supported by our “one-team” approach, compared to a typical development in Vaca Muerta:

LOGO

Bajada del Palo Oeste has 62,641 gross acres with exposure to core shale oil Vaca Muerta acreage, adjacent to blocks already under development or with completed pilot tests and where more than 770 wells have already been drilled as of March 31, 2019.

Our current 11 years drilling inventory targeting the Vaca Muerta shale oil formation amounts to 400 locations located in this block. We intend to expand such drilling inventory by testing additional stacked pay zones, such as the Upper, Mid and Lower Carbonate, reducing well spacing in this block and further delineating our acreage in the Bajada del Palo Este and Águila Mora blocks.

In addition to the exposure to core shale oil Vaca Muerta acreage, this block has black oil production coming from the Tordillo formation, which is under primary recovery and has some water flooding projects ongoing. Dry gas potential has already been tested in the marine sandstones of the Lotena formation, in which 3 wells were drilled in 2018.

Bajada del Palo Este

We are the operator and holder of 100% of the exploitation concession granted for the Bajada del Palo Este block in the Neuquina basin located in the Province of Neuquén. This block has proved reserves of 3.1 MMboe as of December 31, 2018 and production of 1.4 Mboe/d (42% oil) for the three-month period ended March 31, 2019. A 35-year term unconventional exploitation concession was granted on December 21, 2018 and expires in December 2053. Along with the granting of the concession, Vista has committed the drilling of 5 horizontal wells totaling an investment of US$51.8 million until December 2021.

Bajada del Palo Este has 48,853 gross acres with exposure to shale oil Vaca Muerta acreage, which we intend to delineate in order to expand our current shale drilling inventory. In addition, this block has fluvial and aeolian sandstones of the Tordillo formation producing black oil together with secondary recovery projects still under study.

Jarilla Quemada and Charco del Palenque (“Agua Amarga”)

We are the operator and holder of a 100% interest in the exploitation concessions Jarilla Quemada and Charco del Palenque, which we refer to collectively as “Agua Amarga,” in the Neuquina basin located in the Province of Río Negro and cover approximately 47,617 and 47,963 gross acres, respectively. These concessions had proved reserves of 0.4 MMboe and 1.4 MMboe as of December 31, 2018, respectively and joint production

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of 0.8 Mboe/d (50% oil) for the three-month period ended March 31, 2019. The Charco del Palenque concession expires in October 2034, while the Jarilla Quemada concession expires in August 2040.

The productive unit is the Tordillo formation, which also has secondary recovery projects yet to be tested.

25 de Mayo-Medanito

We are the operator and holder of a 100% interest in the exploitation concession 25 de Mayo-Medanito in the Neuquina basin, located in the Province of Río Negro. The block had proved reserves of 8.6 MMboe as of December 31, 2018 and a production of 3.9 Mboe/d (94% oil) for the three-month period ended March 31, 2019. The concession expires in October 2026.

Productive units are volcaniclastic facies of Choiyoi formation, fluvial sandstones of Tordillo formation and carbonatic and mixed clastic-carbonatic facies of the Quintuco formation. Based on the low current recovery factors, we see significant upside potential for secondary recovery.

As of the date of this prospectus, the approval of the assignment of the 100% direct interest in the 25 de Mayo-Medanito concession to us by the Province of Río Negro was still pending.

JDM

We are the operator and holder of a 100% interest in the JDM exploitation concession in the Neuquina basin, located in the Province of Río Negro, which covers approximately 48,359 gross acres. The block had proved reserves of 7.0 MMboe as of December 31, 2018 and a production of 4.5 Mboe/d (76% oil) for the three-month period ended March 31, 2019. The concession expires in September 2025.

As of the date of this prospectus, the approval of the assignment of the 100% direct interest in the JDM concession to us by the Province of Río Negro was still pending.

The 25 de Mayo-Medanito and JDM concessions have the following capital commitments with the Argentine Secretariat of Energy and Mining of the Province of Río Negro:

•

as of December 31, 2018, we were committed to drill and complete 20 development wells, 5 step-out wells and 2 exploration wells for an estimated cost of US$37.1 million until 2021; and

•

in addition, as of December 31, 2018 we were committed to abandon 23 wells for an estimated cost to fulfill this commitment of US$3.2 million until 2021.

Our budget for the year 2019 includes the drilling and completion of 12 wells, of which we had already drilled and completed 7, and the execution of 8 well workovers as of March 31, 2019. Our estimated capital expenditures budget for 2019 related to these commitments is US$23.2 million, of which we had already disbursed the amount of US$9.7 million as of March 31, 2019.

Productive units are volcaniclastic facies of Choiyoi formation, fluvial sandstones of the Tordillo formation and carbonatic and mixed clastic-carbonatic facies of the Quintuco formation. Based on the low current recovery factors, we see a significant upside potential for secondary recovery.

Coirón Amargo Norte

We are the operator and holder of a 55% participation interest in the unincorporated joint venture for the exploitation concession for Coirón Amargo Norte in the Neuquina basin located in the Province of Neuquén, which covers approximately 26,598 gross acres. This block has proved reserves of 0.6 MMboe as of December 31 2018 and a production of 0.3 Mboe/d (85% oil) for the three-month period ended March 31, 2019. The concession expires in 2037. There are no pending capital commitments.

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This block has aeolian sandstones of the Tordillo formation producing black oil. Based on dry gas potential in the Lotena formation which has already been identified in Bajada del Palo Oeste, we believe there is an opportunity of extending such delineation to Coirón Amargo Norte during 2019.

Águila Mora

We are the operator and holder of a 90% participation interest in the unincorporated joint venture with G&P for the exploration permit for Águila Mora in the Neuquina basin located in the Province of Neuquén, which covers approximately 23,475 gross acres, which we intend to delineate in order to expand our current shale drilling inventory. Even though such exploration permit expires in June 2019, we plan to request a new 35-year term unconventional exploitation concession in the first half of 2019 and we plan to start drilling in 2020.

Águila Mora was acquired on November 30, 2018. See “Prospectus Summary—Our History—Acquisition of Águila Mora.”

Coirón Amargo Sur Oeste

This block is an unconventional exploitation concession which includes approximately 16,440 gross acres located in the core of the Vaca Muerta unconventional play located in the Province of Neuquén, adjacent to blocks that are already under development or with completed pilot projects. We are the holder of a 10% participation interest in an unincorporated joint venture with Shell (operator of the block) and G&P with 80% and 10% participating interest respectively.

In March 2018, the first well was drilled with actual production above the estimated type curve. This block had proved reserves of 1.3 MMboe as of December 31 2018 and a production of 0.1 Mboe/d (89% oil) for the three-month period ended March 31, 2019. As of March 31, 2019, the are no pending capital commitments with the Province of Neuquén, as we already fulfilled during first quarter 2019 the pending investments consisting of the drilling and completion of 3 horizontal wells.

Sur Río Deseado Este

We hold a 16.95% participation interest in the joint venture for the exploitation concession for Sur Río Deseado Este in the Golfo San Jorge basin located in the Province of Santa Cruz, which covers approximately 75,604 gross acres. The operator of this assessment block is Alianza Petrolera. This block has no proved reserves as of December 31, 2018 nor production during the three-month period ended March 31, 2019. The concession expires in 2021. There are no pending capital commitments.

APCO Argentina Branch (currently APCO Oil & Gas S.A.U.) entered into an unincorporated joint venture agreement for the exploration of a portion of Sur Río Deseado Este concession, in which it has a 44% participation interest and in which Quintana E&P Argentina S.R.L. is the operator. This exploration agreement covers approximately of 63,249 gross acres out of the total 75,604 gross acres of Sur Río Deseado Este.

Acambuco

We hold a 1.5% participation interest in the unincorporated joint venture for the exploitation concession for Acambuco in the Noroeste basin located in the Province of Salta, which covers approximately 293,747 gross acres. The operator of this assessment block is Pan American Energy which holds a 52% interest. The remaining interests are held by three other partners, YPF which holds 45% interest, and a subsidiary of WPX Energy, Northwest Argentina Corporation, which holds the remaining 1.5% interest. This block has proved net reserves of 0.5 MMboe as of December 31, 2018 and a net production of 0.2 Mboe/d (11% oil) for the three-month period

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ended March 31, 2019. San Pedrito Exploitation lot under the Acambuco concession expires in 2036 and Macueta Exploitation lot, also under the Acambuco concession, expires in 2040. There are no pending capital commitments.

Mexico

Farm-in to blocks held by Jaguar

As a consequence of this transaction, which was approved by the CNH on October 2, 2018, we hold a 50% working interest in the following blocks:

•

CS-01 (23,517 gross acres) and A-10 (85,829 gross acres), both to be operated by Vista (upon the approval of transfer of operatorship by the CNH), and

•

TM-01 (17,889 gross acres) operated by Jaguar.

The map below shows the location of our blocks in Mexico in which we have working interests as the date of this prospectus:

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The table below summarizes information regarding the blocks in Mexico in which we have working interests.


Block	Gross acres		Interest			Operator		Lithology		Wells Drilled		Fields		Concession Expiration
CS-01		23,517		50	%		Vista		Sandstone		50		2		2047
A-10		85,829		50	%		Vista		Coarse Grained Sands Boundstone Limestone Breccia		19		4		2047
TM-01		17,889		50	%		Jaguar		Reef limestone		40		3		2047

The operators set forth in the table above are subject to the approval of transfer of the operatorship by the CNH.

The following is a summary of the characteristics as of March 31, 2019 of the license contracts that we will operate in Mexico:


Block	Main Fields	Formations / Depths (mts)	Productive wells	Injector wells
CS-01	Cafeto, Vernet	3,500/1,300	11	0
A-10	Viche, Güiro, Acachú y Acahual	2,596/3,000/2,500/2,500	3	0

CS-01 Block

We hold a 50% participating interest in the license contract signed with CNH for CS-01 block covering approximately 23,517 gross acres and located in Tabasco, Jaguar being the other licensee holding the remaining 50% interest. Jaguar is the current operator, but will be replaced by Vista, pursuant to the Jaguar JVA and upon approval of CNH, within the following months. This block has a gross production of approximately 376 boe/d (86% oil) for the three-month period ended March 31, 2019. This license contract terminates in 2047. As of March 31, 2019, the Company’s pending capital commitments amounted to approximately US$20.7 million.

We intend to optimize artificial lift systems and to install systems capable of handling sand production. Additionally, we plan to drill new prospects and execute workovers to produce undeveloped reserves at upper Zargazal and Amate formations.

A-10

We hold a 50% participating interest in the license contract signed with CNH for A-10 block covering approximately 85,829 gross acres located in Tabasco, with Pantera as the other licensee and holding the remaining 50% interest. Pantera is the current operator, but will be replaced by Vista, pursuant to the Jaguar JVA and upon approval of CNH, within the following months. Gross production is approximately 388 boe/d (0% oil) for the three-month period ended March 31, 2019. This license contract terminates in 2047. As of March 31, 2019, the Company’s pending capital commitments amounted to approximately US$13.7 million

We intend to install wellhead compressors in existing wells and to further delineate Amate formation within this block with exploratory wells.

TM-01

We hold a 50% participating interest in the license contract signed with CNH for TM-01 block covering approximately 17,889 gross acres and located in Veracruz, with Jaguar as operator and the other licensee holding

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the remaining 50% interest. This block has no production as of March 31, 2019. The license contract terminates in 2047. As of March 31, 2019, the Company’s pending capital commitments amounted to approximately US$8.9 million to be deployed within two years pursuant to the exploration plan approved by the CNH.

We intend to expand production by reopening inactive existing wells, which will allow us to produce the remaining oil in the Abra, Tamabra and San Andrés formations. In addition, we expect to drill new exploratory and development wells.

Oil and Natural Gas Reserves Production

Reserves

The information included in this prospectus regarding estimated quantities of proved reserves is derived from estimates of the proved reserves as of December 31, 2018. The proved reserves estimates are derived from the report dated February 13, 2019, the 2018 Reserves Report prepared by GCA, independent reserves engineers, included as an exhibit to the registration statement of which this prospectus forms a part. The 2018 Reserves Report was prepared by GCA for us, based on information provided by the previous owners of the blocks acquired by us and presents an appraisal as of December 31, 2018 of oil and gas reserves located in the Entre Lomas, Bajada del Palo, Agua Amarga, Coirón Amargo Norte, Águila Mora, Coirón Amargo Sur Oeste, Acambuco, Jagüel de los Machos, 25 de Mayo-Medanito blocks in Argentina, all of which were acquired by us pursuant to the Initial Business Combination.

We believe our estimates of remaining proved recoverable oil and gas reserve volumes to be reasonable. Pursuant to Rule 4-10 of Regulation S-X, promulgated by the SEC, proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

Crude oil prices used to determine proved reserves were the average price during the 12-month period prior to the ending date of the December 31, 2018 and 2017 and January 1, 2017 reports, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such periods. Additionally, since there are no benchmark market natural gas prices available in Argentina, we used average realized gas prices during the year to determine our gas reserves. For more information, see Note 35 of our Audited Financial Statements.

As of December 31, 2018

The following table sets forth summary information about the oil and natural gas net proved developed and undeveloped reserves of the assets we own in Argentina as of December 31, 2018. The proved developed and undeveloped reserves estimates included below were calculated at their respective working interest percentages, including 100% working interest in Entre Lomas, Agua Amarga, Bajada del Palo Oeste and Bajada del Palo Este concessions, 10% in Coirón Amargo Sur Oeste, 90% in Águila Mora, 55% in Coirón Amargo Norte, 1.5% in Acambuco, 100% in JDM and 100% in 25 de Mayo-Medanito.


	Crude oil, condensate and NGL ⁽¹⁾ (MMbbl)		Consumption plus natural gas sales ⁽²⁾ (Bnef)		Total proved reserves (MMboe)		% Oil
Net Proved developed:		27.1		103.4		45.5		59.6	%
Net Proved undeveloped:		7.1		28.2		12.1		58.7	%
Total Net Proved		34.2		131.6		57.6		59.4	%

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Total figures may not add up due to rounding.

⁽¹⁾

⁽²⁾	Natural gas consumption represented 27.2% of total natural gas reserves (consumption plus natural gas sales) as of January 1, 2018, and 16.9% as of December 31, 2018.

As of December 31, 2018, the oil and gas proved reserves of the assets we own in Argentina (developed and undeveloped) totaled 57.6 MMboe (34.2 MMbbl of oil, condensate and NGL and 131.6 Bncf, or 23.4 MMboe of gas), proved undeveloped reserves of oil equivalent represented 59.4% of our total proved reserves.

Reserves Estimation Process—Internal Controls

We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserves engineers to ensure the integrity, accuracy and timeliness of data furnished to our independent reserves engineers in their estimation process and who have knowledge of the specific properties under evaluation. Our Chief Operating Officer, Juan Garoby, is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation. He has more than 20 years of exploration and production and oilfield services experience.

In order to ensure the quality and consistency of our reserves estimates and reserves disclosures, we maintain and comply with a reserves process that satisfies the following key control objectives:

•

estimates are prepared using generally accepted practices and methodologies;

•

estimates are prepared objectively and free of bias;

•

estimates and changes therein are prepared on a timely basis;

•

estimates and changes therein are properly supported and approved; and

•

estimates and related disclosures are prepared in accordance with regulatory requirements.

Throughout each fiscal year, our technical team meets with “Independent Qualified Reserves Engineers,” who are provided with full access to complete and accurate information pertaining to the properties to be evaluated and all applicable personnel. This independent assessment of the internally-generated reserves estimates is beneficial in ensuring that interpretations and judgments are reasonable and that the estimates are free of preparer and management bias.

Recognizing that reserves estimates are based on interpretations and judgments, differences between the proved reserves estimates prepared by us and those prepared by an Independent Qualified Reserves Engineer of 10% or less, in aggregate, are considered to be within the range of reasonable differences. Differences greater than 10% must be resolved in the technical meetings. Once differences are resolved, the Independent Qualified Reserves Engineer sends a preliminary copy of the reserves report to members of our senior management, who act as a Reserves Review Committee. Our Chief Operating Officer, Chief Executive Officer, Chief Financial Officer and Investor Relation and Strategic Planning Officer are part of this committee.

Independent Reserves Engineers

The 2018 reserves data of the assets we own in Argentina were audited by a third party, GCA. GCA is a global oil and gas consultancy that has been offering technical, commercial, and strategic advice to the oil and gas industry for more than fifty years. Vista asked GCA to prepare a report which was issued on February 13, 2019 covering reserves as of December 31, 2018 of the assets we own in Argentina.

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Technology used in reserves estimation

According to SEC guidelines, proved reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with “reasonable certainty” to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation

The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within five years. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

There are various generally accepted methodologies for estimating reserves including volumetric, decline analysis, material balance, simulation models and analogies. Estimates may be prepared using either deterministic methods. The particular method chosen should be based on the evaluator’s professional judgment as being the most appropriate, given the geological nature of the property, the extent of its operating history and the quality of available information. It may be appropriate to employ several methods in reaching an estimate for the property.

Estimates must be prepared using all available information (open and cased hole logs, core analyses, geologic maps, seismic interpretation, production/injection data and pressure test analysis). Supporting data, such as working interest, royalties and operating costs, must be maintained and updated when such information changes materially.

Our estimated proved reserves as of December 31, 2018 are based on estimates generated through the integration of available and appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information. The data utilized also include subsurface information obtained through indirect measurements, including high quality 2-D and 3-D seismic data, calibrated with available well controls. Where applicable, geological outcrop information was also utilized. The tools used to interpret and integrate all this data included both proprietary and commercial software for reservoir modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir parameters from these analog models were used to increase the reliability of our reserves estimates.

Acreage

As of March 31, 2019, our total developed and undeveloped acreage in Argentina, both gross and net, was as follows. The table includes the total acreage by us and our subsidiaries, joint operations and associates.


	Total Acreage				Total Developed Acreage				Total Undeveloped Acreage
	Gross		Net		Gross		Net		Gross		Net
Argentina		907,000		525,000		95,000		76,000		812,000		450,000
Mexico		128,000		64,000		6,000		3,000		122,000		61,000

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Productive Wells

As of March 31, 2019, our total gross and net productive wells in Argentina and Mexico were as follows. The table includes the total gross and net productive wells by us and our subsidiaries, joint operations and associates. We did not drill dry exploratory wells during 2018 and out of the 20 development wells drilled during 2019, 2 were dry.


	Oil				Gas				Total
	Gross		Net		Gross		Net		Gross		Net
Argentina		1,009		1,000		61		55		1,070		1,055
Mexico		11		6		3		2		14		7

Figures are approximate amounts.

Present Activities

The following table shows the number of wells in Argentina and Mexico that are in the process of being drilled or are in active completion stages, and the number of wells suspended or waiting on completion as of March 31, 2019. For more information on our present activities, see “—Drilling Activities.”


	Wells in process of being drilled or in active completion in Argentina		Wells in process of being drilled or in active completion in Mexico
Oil wells
Gross		8		0
Net		8		0
Gas wells
Gross		0		0
Net		0		0

Production

The following table set forth information on our oil and natural gas production sales volumes in Argentina for the three-month period ended March 31, 2019.


Block	Production for the three-month period ended March 31, 2019				Working Interest		Operator
	Oil ⁽¹⁾ (in thousands of barrels)		Natural gas sales ⁽²⁾ (in millions of cubic feet)
*Neuquina basin*
Entre Lomas Neuquén		99.7		132.0		100%		Vista
Entre Lomas Río Negro		347.9		1,544.5		100%		Vista
Bajada del Palo Oeste		147.0		1,891.8		100%		Vista
Bajada del Palo Este		52.2		406.9		100%		Vista
Jarilla Quemada		33.9		182.0		100%		Vista
Charco del Palenque		—		—		100%		Vista
25 de Mayo-Medanito		330.4		114.8		100%		Vista
JDM		304.2		547.7		100%		Vista
Coirón Amargo Norte		20.4		20.0		55%		Vista
Águila Mora		0		0		90%		Vista
Coirón Amargo Sur Oeste		5.5		3.9		10%		Shell
*Golfo San Jorge basin*
Sur Río Deseado Este		0		0		16.95%		Alianza Petrolera
*Noroeste basin*
Acambuco		2.0		89.5		1.5%		Pan American Energy

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⁽¹⁾	Oil production is comprised of production of crude oil, condensate and natural gasoline. Our production of natural gasoline is mixed and sold with our crude oil and condensate production and represents less than 0.05% of our average daily production.

⁽²⁾	Natural gas production excludes natural gas consumption, which we estimate represented 21% of our total natural gas sales) for the three-month period ended March 31, 2019.


Block	Production for the nine-month period ended December 31, 2018				Working Interest		Operator
	Crude oil ⁽¹⁾ (in thousands of barrels)		Natural gas ⁽²⁾ (in millions of cubic feet)
*Neuquina basin*
Entre Lomas Neuquén		433.2		647.3		100%		Vista
Entre Lomas Río Negro		1,383.3		4,721.7		100%		Vista
Bajada del Palo Oeste		450.3		7,336.1		100%		Vista
Bajada del Palo Este		232.0		1,610.4		100%		Vista
Jarilla Quemada		157.1		938.4		100%		Vista
Charco del Palenque		—		—		100%		Vista
25 de Mayo-Medanito		1,362.0		671.4		100%		Vista
JDM		1,134.0		2,117.4		100%		Vista
Coirón Amargo Norte		102.8		84.4		55%		Vista
Águila Mora		0		0		90%		Vista
Coirón Amargo Sur Oeste		75.5		53.3		10%		Shell
*Golfo San Jorge basin*
Sur Río Deseado Este		0		0		16.95%		Alianza Petrolera
*Noroeste basin*
Acambuco		8.2		398.5		1.5%		Pan American Energy

⁽¹⁾	Oil production is comprised of production of crude oil, condensate and natural gasoline. Our production of natural gasoline is mixed and sold with our crude oil and condensate production and represents less than 0.05% of our average daily production.

⁽²⁾	Natural gas production excludes natural gas consumption, which we estimate represented 21% of our total natural gas sales) for the three-month period ended March 31, 2019.

The following charts show our production evolution from 2017 up until the three-month period ended March 31, 2019, and a monthly breakdown of the latter period. The production information for 2017 and the three-month period ended March 31, 2018 corresponds to production information of all assets acquired in the Initial Business Combination.

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Drilling Activities

As of the date of this prospectus, all of our drilling activities are concentrated in Argentina. As of March 31, 2019 and since April 4, 2018, we drilled and completed 29 conventional wells and performed 16 workovers. Among the drilled and completed wells, 24 new wells targeted oil-weighted formations, whereas 5 wells targeted gas formations. Total capital expenditures in conventional drilling and workover activities during the three-month period ended March 31, 2019 were US$18.2 million, and during the nine-month period ended December 31, 2018, capital expenditure in conventional drilling and workover activities was US$43.2 million.

Additionally, we deployed capital expenditures in the shale activity in Vaca Muerta. During the three-month period ended March 31, 2019, we invested US$53.9 million, of which US$53.3 million correspond to the Vaca Muerta development in Bajada del Palo Oeste (where we completed the first 4-well pad, drilled all horizontal sections of the second 4-well pad, and are constructing associated facilities), and US$0.6 million to CASO block. During the 2018 Successor Period we invested US$57.7 million, of which US$53.8 million correspond to the Bajada del Palo Oeste development operated by Vista and US$3.9 million correspond to new well activity in the CASO block operated by Shell. As of March 31, 2019, two rigs are actively drilling in the Bajada del Palo Oeste block, one walking rig and one smaller rig, and we are expecting to add a second walking drilling rig during the second half of 2019. Even though we have defined an initial development plan which includes the drilling of approximately 130 horizontal wells in the Bajada del Palo Oeste block through 2022, our full development includes the drilling of over 400 horizontal wells ranging between 2,500 and 3,000 meters in lateral length with three walking rigs. Furthermore, in the Bajada del Palo Este block, for which we have also been recently granted a 35-year unconventional concession, we have committed to the Province of Neuquén to drill and complete five horizontal delineation wells by the end of 2021 with the objective of defining a full field development plan. In addition, we intend to request a 35-year unconventional concession on our Águila Mora block and start drilling in 2020.

Delivery Commitments

As of the date of this prospectus, all of our oil and gas delivery commitments are concentrated in Argentina. The principal sources of oil and gas that we produce in Argentina are the Bajada del Palo Oeste, Entre Lomas Neuquén, Entre Lomas Río Negro, 25 de Mayo-Medanito and JDM blocks. For more information on the amounts we expect to receive from these blocks, see “Business—Crude Oil Production and Natural Gas Production in Argentina.”

We are committed to providing fixed and determinable quantities of crude oil, natural gas and NGL in the near future under a variety of contractual arrangements, some of them under firm arrangements and others on a spot basis. Although seasonal demand behavior during winter and autumn affects the prices that we receive for our production, the impact of such seasonality has not played a significant role in our ability to conduct our operations, including drilling and completion activities.

As of March 31, 2019, 100% of our oil production was subject to monthly delivery commitments. According to our estimates, as of March 31, 2019, our contractual delivery commitments, which do not extend beyond March 31, 2019, could be met with our own production.

For natural gas, during April 2018 we signed annual commitments that represent approximately 90% of our marketable total production, with seasonal pricing arrangements. The remainder is being sold to the spot market while we secure firm delivery opportunities.

For NGL, we are committed to deliver a specific quota of propane under an agreement with the Argentine Secretariat of Energy that represents approximately 40% or our annual production to guarantee local demand of residential grids, and the remaining production is freely marketed; regarding Butane we deliver under a National Decree approximately 85% of our annual production to guarantee local NGL cylinders demand for residential consumers.

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One Team Contracts

We have implemented a contracting approach (“One Team Contracts”) which aims to align the commercial interests of operators and contractors through performance payments. Operationally, we aim to integrate with our service providers by sharing common objectives and goals and by using same key performance indicators, which provide economic incentives to the personnel of all companies working under the One Team Contracts. Some of the most relevant contracts have already migrated to One Team Contracts: (i) One Team Drilling, which involves Schlumberger and Nabors drilling, (ii) One Team Completion, which involves Schlumberger and Brent Energía y Servicios , and (iii) One Team Pulling, which involves Quintana Well Pro. Other One Team Contracts are currently being negotiated for operations and maintenance, which are expected to be implemented during 2019.

Transportation and Treatment

In our operated blocks in Argentina, we transport and treat our oil, gas and water production in existing transportation treatment facilities that have sufficient spare capacity to process and deliver our current production and initial shale production to the Oldelval and Transportadora Gas del Sur (“TGS”) pipeline system. Such existing treatment facilities are comprised of oil and gas pipelines, 29 batteries distributed along the blocks, 2 oil treatment plants, 2 water treatment plants, 9 compression plants and 1 gas complex.

All production from Entre Lomas, Bajada del Palo Oeste, Bajada del Palo Este, Agua Amarga, Coirón Amargo Norte, except for gas production of Bajada del Palo Oeste which is injected in a nearby gas pipeline, is gathered and transported to Entre Lomas’ oil treatment plant, water treatment plant and gas complex (“Entre Lomas Central Production Facility”). Such Entre Lomas Central Production Facility is composed of: (i) a gas complex which has an existing capacity of approximately 45 MMscf/d of gas, with idle capacity of approximately 50%, (ii) a crude oil treatment plant, in which we are conducting certain works aimed at taking its capacity to approximately 25,000 bbl/d in 2019 with idle capacity of approximately 65% and (iii) a water treatment plant with an existing capacity of approximately 80,000 bbl/d.

Production from 25 de Mayo-Medanito and JDM blocks is gathered and transported to 25 de Mayo-Medanito’s oil treatment plant and water treatment plant (“Medanito Central Production Facility”). Such Medanito Central Production Facility is composed of: (i) a crude oil treatment plant with an existing capacity to process approximately 19,000 bbl/d, with an idle capacity of approximately 60% and (ii) a water treatment plant with an existing capacity of approximately 70,000 bbl/d. Gas production is gathered and delivered to Medanito S.A. gas processing plant, where it is sweetened and processed.

Midstream Joint Venture

The growth of production of oil and gas from the Vaca Muerta shale formation in Argentina has created a need for gathering, processing and evacuation midstream investments, as well as potential needs for oil and gas storage, condensates handling and additional oil and gas trunk pipeline capacity. Together with Riverstone, a company with a successful track record of building independent midstream companies across North America, and Southern Cross Group, one of the largest and longest-standing Latin America-focused private equity firms, we are creating Aleph Midstream, a company that will seek to become an important midstream player in the Neuquina basin. To that effect, we have agreed with an affiliate of Riverstone, an affiliate of Southern Cross Group and certain individual co-sponsors (the “Financial Sponsors”), to form a midstream joint venture in Argentina (“Aleph Midstream”). Subject to the satisfaction of certain conditions precedent, including obtaining certain regulatory approvals, the Financial Sponsors expect to contribute up to $160 million in the aggregate to Aleph Midstream, in exchange for a controlling interest of up to 78.4% of Aleph Midstream’s total equity. The proceeds from such contribution are expected to be used for the construction of the midstream assets which are necessary for the gathering, processing and evacuation of our oil and gas production in the Neuquina basin, including batteries, compression stations and oil, gas and water processing and treatment facilities and certain oil and gas pipelines

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(the “New Facilities”). We expect to contribute a majority of our midstream assets located in the Neuquina basin (the “Existing Facilities”, and together with the New Facilities, the “Midstream Assets”), valued at approximately $45 million, to Aleph Midstream, in exchange for an equity interest in Aleph Midstream of at least 21.6%, to be effected as a tax-free reorganization. If the asset contribution does not occur by January 1, 2020, we will have the obligation to contribute $45 million in cash, pro-rata to our 21.6% interest in Aleph Midstream and we will enter into an agreement with Aleph Midstream pursuant to which Aleph Midstream would operate the Existing Facilities, notwithstanding that the assets were not contributed. Aleph Midstream will be managed by an independent management team and its board of directors will be chaired by an independent chairman.

If the Aleph Midstream arrangements are fully implemented, Aleph Midstream is expected to become the first midstream player focused on providing gathering, processing and evacuation services for oil and gas production in the Neuquina basin and to deploy the necessary capital to build additional facilities required to service Vista’s expected increases in oil and gas production and that of the new clients Aleph Midstream intends to service.

By providing midstream services, Aleph Midstream could allow upstream players to focus on their core E&P activities. The history of unconventional plays in the United States shows that offloading midstream capital to a third party could allow for a potentially more rapid production growth. Moreover, joint oil and gas evacuation systems may result in synergies that individual operators cannot materialize alone, which should drive down development and lifting costs in the basin.

Furthermore, we expect to enter into an agreement with Aleph Midstream on an arms’-length basis, pursuant to which Vista will commit the production from certain dedicated blocks located in the Neuquina Basin (initially Bajada del Palo Oeste, Entre Lomas, Charco del Palenque, Jarilla Quemada, Jaguel de los Machos and 25 de Mayo-Medanito blocks) to Aleph Midstream, which will become the exclusive provider of certain midstream services for the production from those dedicated blocks. Additionally, pursuant to such agreement, Aleph Midstream will have the option, through a right of first offer, to provide midstream services on an exclusive basis to a designated portion of other of our current or future assets in the Neuquina basin. Aleph Midstream’s right to be or to become the exclusive midstream services provider to some of our assets is expected to last fifteen (15) years from the effective date of the agreement. Pursuant to such agreement, we expect to commit and deliver a minimum volume of hydrocarbons to Aleph Midstream at an agreed tariff, plus operating expenses while additional volumes will be charged at an agreed spot tariff. Finally, it is anticipated that, if certain required regulatory approvals relating to the concession titles to certain Midstream Assets to be obtained by Vista and assigned to Aleph Midstream are not obtained by the earlier of (i) the date on which the Financial Sponsors have contributed $75 million in Aleph Midstream or (ii) 11 months from the closing of the transaction relating to Aleph Midstream, the Financial Sponsors will have the right to exercise a put option to sell to us all of their interests in Aleph Midstream at a price which shall account for the return of such Financial Sponsor’s cash contribution to Aleph Midstream, plus an agreed interest and we will have twelve months to effect such payment.

For more information on Aleph Midstream, see “Related Party Transactions—Aleph Midstream.”

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Facilities map

LOGO

Once treated, we transport our oil and gas production in several ways depending on the infrastructure available and the cost efficiency of the transportation system in any given location. We use the oil pipeline system and oil tankers to transport oil to our customers. Oil is customarily sold through contracts whereby producers are responsible for transporting produced oil from the field to a port for shipping, with all costs and risks associated with transportation borne by the producer. Gas, however, is sold at the point of delivery of the gas pipeline system near the field and, therefore, the customer bears all transportation costs and risks associated therewith. Oil and gas transportation in Argentina operates in an “open access” non-discriminatory environment under which producers have equal and open access to the transportation infrastructure. We maintain limited storage capacity at the oil Terminal located in Puerto Rosales, near Bahía Blanca from which oil is delivered to our end customers.

Overview of exploitation concessions in Argentina

For an overview of the framework governing oil and gas exploitation concessions in Argentina, see “Business—Oil and Gas Regulatory Frameworks in Argentina.”

Customers and Marketing

Oil Markets

In Argentina, our crude oil production is mainly sold to domestic refineries. Our main customers are Shell (Raizen) and Trafigura, representing 99% and 72% of our total oil revenues for the three-month period ended March 31, 2019 and the 2018 Successor Period, respectively. Approximately 99% of our oil is produced in the Neuquina basin and is referred to as Medanito crude oil, a high-quality oil generally in strong demand among Argentine refiners for subsequent distribution in the domestic market. Production from our Neuquina basin properties is transported to Puerto Rosales, a major industrial port in the southern region of the Province of Buenos Aires through the Oldelval pipeline system, then goes to either the domestic refining market, which consists of five active refiners, or to international customers through maritime transportation. Even though we prioritize long-term relationships with domestic customers, we are seeking relationships with international customers in order to establish a diversified portfolio for our expected production increase in the upcoming years. In Mexico, all the crude oil production is sold to Pemex.

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Natural Gas Markets and NGL

In Argentina, we have established a very diversified portfolio of customers for natural gas. Our primary customers in the first quarter of 2019 and the 2018 Successor Period were industrial customers, representing 58% and 85% of our total natural gas revenues for such period, respectively. Argentina has a highly developed natural gas market and a sophisticated infrastructure in place to deliver natural gas to export markets or to industrial and residential customers in the domestic market. However, natural gas markets in Argentina are regulated by the Argentine government. Even though the Argentine government sets the price at which natural gas producers sell volumes to residential customers, volumes that are sold to industrial and other customers are not regulated and pricing varies with seasonal factors and industry category. We generally sell our natural gas to Argentine customers pursuant to short-term contracts and in the spot market. The Neuquina basin is served by a substantial gas pipeline network that delivers gas to the Buenos Aires metropolitan and surrounding areas, and the industrial regions of Bahia Blanca and Rosario. Natural gas produced in our Neuquina basin properties is readily marketed due to accessibility to such infrastructure. Our properties are well situated in the basin with two major pipelines in close proximity. Natural gas produced in this basin that is not under contract can readily be sold in the spot market. In Mexico, all the natural gas production is sold to Pemex.

With regards to our NGL production, we comply with domestic commitments set by the Argentine government with the objective of ensuring the supply for propane and bottled butane for residential uses. Our remaining NGL production is marketed within the Neuquina basin.

Competition

The oil and gas industry is competitive, and we may encounter strong competition from other independent operators and from major oil companies in acquiring and developing licenses or oil agreements. In Argentina, we compete for resources with state-owned YPF, as well as with privately-owned companies such as Pan American Energy, Pluspetrol, Tecpetrol, Chevron, Wintershall, Total, Sinopec, among others. In Mexico, we compete for resources with Pemex the state-owned company and local and international oil companies.

We are also affected by competition for drilling rigs and the availability of related equipment. Higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews, and can lead to set rig services contracts with international contractors, or shortages of, and increasing costs for, drilling equipment, services and personnel. Over the past several years, oil and natural gas companies have experienced higher drilling and operating costs. Shortages of experienced drilling crews and equipment and services or increasing costs could restrict our ability to drill wells and conduct our operations.

Intellectual Property

Our intellectual property is an essential element of our business, and our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and license agreements to establish and protect our intellectual property rights. As of March 31, 2019, we had no pending patent applications.

Information Technology

We rely on our information technology systems and automated machinery to effectively manage our production processes and operate our business. As with other companies, our information technology systems may be vulnerable to damage or interruption from cyber-attacks and other security breaches. Our computer systems are supported by Dell and IBM infrastructure for data processing, NetApp and EMC for storage and backup and Cisco for networking and firewall cybersecurity. As of the date of this prospectus, we are working on the implementation of S/4 Hana, a cloud-based ERP licensed by SAP ( Systeme, Anwendungen und Produkte in der Datenverarbeitung – Systems, Applications & Products in Data Processing), which we expect will standardize administrative processes and improve internal control across our entire organization.

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We depend on digital technology, including information systems to process financial and operating data, analyze seismic and drilling information and oil and gas reserves estimates as well as real-time systems for monitoring and controlling production. We have increasingly connected equipment and systems to the Internet. Because of the critical nature of their infrastructure and the increased accessibility enabled through connection to the Internet, they may face a heightened risk of cyber-attack. See “Risk Factors—Risks Related to Our Business and Industry—Our industry has become increasingly dependent on digital technologies to carry out daily operations.”

Insurance

We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations in the oil and gas industry. However, as is customary in the industry, we do not insure fully against all risks associated with our business, either because such insurance is not available, insurance coverage is subject to a cap or because premium costs are considered prohibitive.

Currently, our insurance program includes, among other things, construction, fire, vehicle, technical, umbrella liability, director’s and officer’s liability and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. A loss not fully covered by insurance could have a materially adverse effect on our business, financial condition and results of operations.

Investment in Property, Plant and Equipment

We have freehold and leasehold interests, but there is no specific interest that is individually material to us. The majority of our property, consisting of oil and gas reserves, oil and gas wells and corporate office buildings are located in Argentina. In each of the countries in which we operate, the state is the exclusive owner of all hydrocarbon resources located in such country and has full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. In Argentina, the Argentine Republic grants such rights through exploitation concessions. In Mexico, the Mexican State performs E&P activities through entitlements, granted to productive state-owned companies, or by granting productive state-owned companies or private entities, individually or under a consortium, exploration and extraction agreements. Entitlements and exploration and extraction agreements have different regulatory schemes. Entitlements can only be granted to productive state-owned companies (in Mexico, only PEMEX), and are assigned directly by the Mexican government. In contrast, exploration and extraction agreements are granted through public and competitive bidding processes held by CNH.

Health, Safety and Environmental Matters

General

We and our operations are subject to various stringent and complex international, federal, state and local environmental, health and safety laws and regulations in the countries in which we operate that govern matters including the emission and discharge of pollutants into the ground, air or water; the generation, storage, handling, use and transportation of regulated materials and human health and safety. These laws and regulations may, among other things:

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require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences;

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enjoin some or all of the operations of facilities deemed not in compliance with permits;

•

restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities;

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•

require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells; and

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require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties.

Environmental Policy

Our health, safety and environmental management plan is focused on undertaking realistic and practical programs based on recognized world practices. Our emphasis is on building key principles and company-wide ownership and then expanding programs internally as we continue to grow. Our program has been developed to not only consider the activities we are involved in, but also activities involving our contractors.

We believe that oil and gas can be produced in an environmentally-responsible manner with proper care, understanding and management. We have within our Health, Safety and Environment (“HSE”) program a team that is exclusively focused on securing the environmental authorizations and permits for the projects we undertake. This team is also responsible for the achievement of the environmental standards set by our board of directors and for training and supporting our personnel. In these activities, we are supported by experienced oil and gas environmental consulting firms. Our senior executives have also received training in proper environmental management.

Health and Safety Policy

The implementation of additional safety procedures in our operations in consistency with the VISTA O&G HSE Policy, such as training, work permits, internal audits, drills, tailgate safety meetings, job safety analysis and risk evaluations, has led to a reduction in the number of workforce safety incidents. As of December 31, 2018, on a rolling 12-month basis, our Total Recordable Incident Rate (“TRIR”) has improved 45.1% vis-à-vis the previous operator track record: our TRIR was 3.93 (based on a rate of 2,802,044 labor hours) as compared to a 7.16 as of December 31, 2017. The TRIR for the nine-month period ended December 31, 2018 covered by our operations was 3.24. We had no fatalities due to workforce incidents involving Vista employees related to operations in 2017 and for the year ended December 31, 2018.

Employees

As of March 31, 2019, we had 231 employees, of which 223 were in Argentina and 8 in Mexico.

The following table shows the employee headcount for Vista for the periods presented:


	As of
	March 31, 2019		December 31, 2017
Vista /PELSA (Predecessor)		231		97

As of December 31, 2017, December 31, 2018 and March 31, 2019, 21%, 20% and 17%, respectively, of our employees in Argentina were represented by one union and benefitted from a collective bargaining agreement between such union and our subsidiaries.

Since 2017, we have not experienced any material labor-related problems or major labor disturbances, and our relations with the unions are stable. However, we cannot guarantee that we will not experience any conflicts with our employees in the future, including with our unionized employees in the context of future negotiations of our collective bargaining agreements, which could result in events such as strikes or other disruptions that could have a negative impact on our operations. For further information on risk of labor disputes, see “Risk Factors—Risks Related to our Company—We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business.”

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As of March 31, 2019, there were also approximately 2,000 outsourced staff under contract available to provide services in our operations, mostly with large international service providers. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer. See “Risk Factors—Risks Related to Our Company— We face risks relating to certain legal proceedings.”

Litigation

From time to time, we may be subject to various lawsuits, claims and proceedings that arise in the normal course of business, including employment, commercial, environmental, safety and health matters. For example, from time to time, we receive notice of environmental, health and safety violations. It is not presently possible to determine whether any such matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity. We are not currently a party to any material legal proceedings.

Corporate Information

Our principal executive offices are located at Calle Volcán No. 150, Floor 5, Col. Lomas de Chapultepec, Alcaldía Miguel Hidalgo, Mexico City, Zip Code 11000, Mexico. Our telephone number at this location is +52 (55) 4163-9205. Our website is http://www.vistaoilandgas.com. Information contained on, or accessible through, this website is not incorporated by reference in, and will not be considered part of, this prospectus .

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MANAGEMENT AND CORPORATE GOVERNANCE

Board of Directors

Under the Mexican Securities Market Law, public companies must have a board of directors comprised of no more than 21 members, of which at least 25% must be independent. Independent members must be selected based on their experience, ability and reputation at the issuer’s shareholders’ meeting; whether or not a director is independent must be determined by the issuer’s shareholders and such determination may be challenged by the CNBV. The Mexican Securities Market Law permits then-acting members of the board of directors (as opposed to shareholders) to select, under certain circumstances and on a temporary basis, new members of the board of directors.

Boards of directors of public companies are required to meet at least four times during each calendar year and have the following principal duties:

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determine general strategies applicable to the issuer;

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approve guidelines for the use of corporate assets;

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approve, on an individual basis, transactions with related parties, subject to certain limited exceptions;

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approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets;

•

approve the appointment or removal of the chief executive officer;

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approve waivers in respect of corporate opportunities;

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approve accounting and internal control policies;

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approve the chief executive officers’ annual report and corrective measures for irregularities; and

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approve policies for disclosure of information.

Directors have the general duty to act for the benefit of the issuer, without favoring a shareholder or group of shareholders.

Our board of directors is responsible for the management of our business and is comprised of six members, four of which are independent. Set forth below are the name, age, position and biographical description of each of our current directors. Our directors were appointed by the unanimous consent of our shareholders on July 28, 2017, except for Pierre-Jean Sivignon, who was appointed by our board of directors on May 10, 2018 and ratified by the shareholders on April 25, 2019.

Name

Position

Independent*

Age

Term Expires on

Miguel Galuccio

Chairman

No expiration date**

Kenneth Ryan

Director

No expiration date**

Susan L. Segal

Director

Yes

No expiration date**

Mauricio Doehner Cobian

Director

Yes

No expiration date**

Pierre-Jean Sivignon

Director

Yes

No expiration date

Mark Bly

Director

Yes

No expiration date**

*	Independent under NYSE standards, applicable SEC rules and the CNBV Rules.

**	Directors appointed on July 28, 2017 are required to remain in their positions for at least 24 months from the date of our initial global offering, which occurred on August 9, 2017.

Miguel Galuccio serves as our Chairman and Chief Executive Officer. Mr. Galuccio is currently an independent member of the board of directors of Schlumberger, a global oil services firm. Mr. Galuccio served as

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the Chairman and Chief Executive Officer of YPF, Argentina’s largest oil company, from May 2012 to April 2016, which under his leadership became the largest producer of hydrocarbons from shale formations globally outside North America. Prior to joining YPF, Mr. Galuccio was an employee of Schlumberger and held a number of international positions in North America, the Middle East, Asia, Europe, Latin America, Russia and China, his last being President of Schlumberger Production Management. Other senior roles held by Mr. Galuccio at Schlumberger include President of Integrated Project Management, General Manager for Mexico and Central America and Real Time Reservoir Manager. Prior to his employment at Schlumberger, he served in various executive positions at YPF and its subsidiaries, including YPF International, where he participated in its internationalization process as Manager within Maxus Energy. Mr. Galuccio holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires in Argentina.

Kenneth Ryan serves as member of our board of directors. Mr. Ryan is a Partner, head of corporate development, capital strategies and investor relations at Riverstone. He is based in New York. In addition, Mr. Ryan has primary responsibility for Riverstone Energy Limited, an affiliated publicly traded energy investment company that is listed on the London Stock Exchange. Prior to joining Riverstone, he worked for Gleacher & Company/Gleacher Partners in both London and New York, most recently as Managing Director and co-head of Investment Banking. Prior to Gleacher, Mr. Ryan worked in the investment banking division of Goldman Sachs in London and New York. Mr. Ryan currently serves on the Board of Directors of TrailStone, Riverstone Energy Limited, HES International and Vista Oil & Gas S.A. de C.V. Mr. Ryan is a member of the investment committee of Riverstone Credit Partners, Riverstone’s Credit Fund. Mr. Ryan received his degree in law from the University of Dublin, Trinity College.

Susan L. Segal serves as an independent member of our Board of Directors. Ms. Segal was appointed President and CEO of Americas Society / Council of the Americas in 2003, after working in the private sector in Latin America and other emerging markets for more than 30 years. Prior to her current appointment, she was a Partner at Chase Capital Partners / JPMorgan Partners with a focus on private equity in Latin America and pioneering venture capital investments in the region. During her career as a banker, she focused in investment banking, founding a trading unit for emerging market bonds and, was actively involved in the Latin American debt crisis in the 1980s and 1990s, serving as President of the Board for the Advisory Committees of Chile and the Philippines. Ms. Segal is a member of the Board of Americas Society / Council of the Americas, the Tinker Foundation, Scotiabank and Mercado Libre, as well as Chairman of the Board of Scotiabank USA, a wholly-owned private subsidiary of ScotiaBank. She is also a member of the Council on Foreign Relations. Ms. Segal graduated from Sarah Lawrence University and received a master’s degree in business administration from Columbia University in the United States. In 1999, she was awarded the Orden Bernardo O’Higgins, Grado de Gran Oficial in Chile. In 2009, Colombia honored her with the Orden de San Carlos. In 2012, Mexico bestowed on her the Orden Mexicana del Águila Azteca. In 2013, the North American-Chilean Chamber of Commerce recognized her as the Honorary Chilean of the Year. In 2018, Susan was awarded Peru’s Order of “Merit for Distinguished Services” in the rank of Grand Official.

Mauricio Doehner Cobian serves as an independent member of our Board of Directors. Mr. Doehner has been Executive Vice President of Corporate Affairs and Enterprise Risk Management at CEMEX since May 2014 and is a member of its Executive Committee, reporting directly to the CEO. Mr. Doehner began work with CEMEX in 1996 and has held various executive positions in areas such as Strategic Planning, Institutional Relations and Communications and Business Risk Management for Europe, Asia, Middle East, South America, and Mexico. While acting in such capacities, he has led interactions and collaboration with several governments worldwide, as well as engaging in evaluation of tax structures, public policy initiatives, corporate social responsibility, communications, and crisis management. Further, he worked in Mexico’s Presidential Administration in 2000, leading its relationship with Mexican NGO’s, dealing with diverse issues such as government reforms and the national budget. Mr. Doehner also worked at Violy Byorum & Partners Investment Bank. Currently, he is the President of the Board of the National Chamber of Cement (CANACEM), Vice-president of the Confederation of Industrial Chambers (CONCAMIN) and a member of the boards of the Trust for the Americas organization affiliated to the Organization of American States (OAS), the Center of Citizen Integration (CIC), the Industrials

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Club of Monterrey, the Museum of Modern Art of Monterrey (MARCO) and a member of the GAP Group within the Consejo Mexicano de Negocios (CMN). Mr. Doehner leads a seminar on economic, financial and political analysis at Tecnológico de Monterrey and is a Board Member of Tec Milenio. He is also a contributor to Expansión Magazine. Mr. Doehner holds a bachelor’s degree in economics from Tecnológico de Monterrey, a master’s degree in business administration from IESE/IPADE, and a professional certificate in competitive intelligence from the FULD Academy of Competitive Intelligence in Boston, Massachusetts.

Pierre-Jean Sivignon serves as an independent member of our Board of Directors. Mr. Pierre-Jean Sivignon was an advisor to the Chairman and CEO of Carrefour Group in Paris until December 2018, where he previously held the positions of Deputy CEO, CFO and Member of the Executive Board as well as Chairman of the Board of their publicly traded subsidiary in Brazil. Prior experience includes positions as the Chief Financial Officer, Executive Vice President, Member of the Board of Management at both Royal Philips Electronics in Amsterdam and at Faurecia Group in Paris. He also held various high level financial and managerial positions with the Schlumberger Group in different locations, including New York and Paris. Mr. Sivignon sat as member of the board of directors of Imerys and Technip FMC, both companies traded on the Paris Stock Exchange. Mr. Sivignon graduated from French baccalaureate with honors in France and received an MBA from ESSEC (Ecole Superieure des Sciences Economiques et Commerciales) also in France.

Mark Bly serves as an independent member of our Board of Directors. Mr. Bly has more than 30 years of experience in the oil and gas industry, and is currently an advisor to the Board of Ayata, a company focused on artificial intelligence and prescriptive analysis that provides services to several industries, including the oil and gas industry and a member of the Board of Baytex Energy Corp, an oil and gas company based in Calgary, Canada. Prior to advising the Board of Ayata, he occupied various executive positions at an international level at British Petroleum (“BP”). Mr. Bly’s last role at BP was Executive Vice President of Security and Operational Risk, where he led a global effort that resulted in security and reliability improvements in the operating units of BP after the Deepwater Horizon incident in the Gulf of Mexico in 2010. Mr. Bly also led the internal investigation of the 2010 incident, and is the author of the “Bly Report,” which came to define the understanding of the event by the industry and represented the founding of the new global drilling practices program at BP. Mr. Bly had previously been a part of BP’s E&P Executive Group, responsible for monitoring an international portfolio with units in Angola, Trinidad, Egypt, Algeria and the Gulf of Mexico. During his earlier years at BP, Mr. Bly led several key E&P units in Alaska, the North Sea and in North America. Mr. Bly received a master’s degree in structural engineering from the University of California at Berkeley and a bachelor’s degree in civil engineering from the University of California at Davis.

As provided in our bylaws, members of the Board of Directors appointed by shareholders at the time they authorized our initial global offering, shall remain in office at least until August 9, 2019.

For a detailed description of the operation and authorities of our board of directors, see “Description of the Series A Shares and Bylaws.”

Duties and Liabilities of Directors

The Mexican Securities Market Law also imposes duties of care and loyalty on directors.

The duty of care generally requires that directors obtain sufficient information and be sufficiently prepared to support their decisions and to act in the best interest of the issuer. The duty of care is discharged, principally, by requesting and obtaining from the issuer and its officers all the information required to participate in discussions, obtaining information from third parties, attending board meetings and disclosing material information in possession of the relevant director. Failure to act with care by one or more directors subjects the relevant directors to joint liability with the other directors involved in an action for damages and losses caused to the issuer and its subsidiaries, which may be limited (except in the instances of bad faith, or illegal acts or willful misconduct) under the company’s bylaws or by resolution of a shareholders’ meeting. Liability for a breach of the duty of care may also be covered by indemnification provisions and director and officer liability insurance policies.

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The duty of loyalty primarily consists of a duty to maintain the confidentiality of information received in connection with the performance of a director’s duties and to abstain from discussing or voting on matters where the director has a conflict of interest. In addition, the duty of loyalty is breached if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the board of directors, a director takes advantage of a corporate opportunity. The duty of loyalty is also breached if a shareholder or group of shareholders is knowingly favored, if the director discloses false or misleading information or fails to register any transaction in the issuer’s records that could affect its financial statements or causes material information not to be disclosed or to be modified. The duty of loyalty is also breached if the director uses corporate assets or approves the use of corporate assets in violation of an issuer’s policies. The violation of the duty of loyalty subjects the offending director to joint liability for damages and losses caused to the issuer and its subsidiaries. Liability also arises if damages and losses result from benefits obtained by the directors or third parties, as a result of activities carried out by the directors. Liability for breach of the duty of loyalty may not be limited by the company’s bylaws, by resolution of a shareholders’ meeting or otherwise.

Claims for breach of the duty of care or the duty of loyalty may be brought solely for the benefit of the issuer (as a derivative suit) and may only be brought by the issuer or by shareholders representing at least 5% of any outstanding shares.

As a safe-harbor for directors, the liabilities specified above will not be applicable if the director acted in good faith and (i) complies with applicable law and the bylaws, (ii) acted based upon information provided by officers, external auditors or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt, (iii) selected the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable, based upon the then available information, and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.

Under the Mexican Securities Market Law, the issuer’s chief executive officer and principal executives are also required to act for the benefit of the company and not of a shareholder or group of shareholders. Principally, these executives are required to submit to the board of directors for approval the principal strategies for the business, to submit to the audit committee proposals relating to internal control systems, to disclose all material information to the public and to maintain adequate accounting and registration systems and internal control mechanisms.

Board Committees

The Mexican Securities Market Law requires us to have an Audit and Corporate Governance Committee, which must be composed of at least three independent members under the Mexican Securities Market Law. We believe that all of the members of the Audit and Corporate Governance Committee are independent under the Mexican Securities Market Law and comply with the requirements of Rule 10A-3 of the Exchange Act. On May 10, 2018, the Board created a Compensation Committee.

Audit Committee

Members of our audit committee were appointed by the unanimous consent of our shareholders on July 28, 2017, except for Mr. Pierre-Jean Sivignon who was appointed as new member of the committee by the Board on May 10, 2018, to replace Mr. Anthony Lim, who resigned effective such date. Mr. Sivignon was also nominated by the Board to chair the Audit Committee. The current members of our audit committee are:

•

Pierre-Jean Sivignon (chair);

•

Susan L. Segal;

•

Mauricio Doehner Cobian; and

•

Mark Bly.

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There is no expiration date on the term of the appointment of the members of our audit committee. For a detailed description of the operation and authorities of our audit committee, see “Description of the Series A Shares and Bylaws—Audit and Corporate Practices Committees.”

Corporate Practices Committee

Members of our corporate practices committee were appointed by the unanimous consent of our shareholders on July 28, 2017. The current members of our corporate practices committee are:

•

Mauricio Doehner Cobian (chair);

•

Susan L. Segal; and

•

Mark Bly.

There is no expiration date on the term of the appointment of the members of our corporate practice committee. For a detailed description of the operation and authorities of our audit committee, see “Description of the Series A Shares and Bylaws—Audit and Corporate Practices Committees.”

Compensation Committee

On May 10, 2018, the Board created a Compensation Committee with the intention of (i) setting the compensation strategy for our executive officers and directors, (ii) setting compensation levels for the CEO, and (iii) approving compensation policies for C-suite executives upon CEO recommendation. The current members of our compensation committee are:

•

Susan L. Segal (chair);

•

Pierre-Jean Sivignon;

•

Mauricio Doehner Cobian; and

•

Mark Bly.

For a detailed description of the operation and authorities of our audit committee, see “Description of the Series A Shares and Bylaws—Audit and Corporate Practices Committees.”

Agreements with Directors

There are no agreements between us and the members of our Board of Directors that provide for any benefits upon termination of their designation as directors. None of our directors maintains service contracts with us except as described in “Principal Shareholders” and “Related Party Transactions.”

Management Team

The following table sets forth the members of our Management Team as of the date of this prospectus, which were designated on August 1, 2017 (with the exception of Gastón Remy).


Name	Position	Age
Miguel Galuccio	Chairman and Chief Executive Officer		51
Pablo Manuel Vera Pinto	Chief Financial Officer		41
Juan Garoby	Chief Operations Officer		48
Alejandro Cherñacov	Strategic Planning and Investor Relations Officer		37
Gastón Remy	Chief Executive Officer Vista Argentina		46

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The Management Team set forth in the table above (with the exception of Gastón Remy) were designated to their respective positions prior to the Initial Business Combination and continued to hold their positions following its consummation on April 4, 2018.

Mr. Javier Rodríguez Galli is our general counsel and he is not part of the Management Team, as such term is used in this prospectus.

Miguel Galuccio. See “Management and Corporate Governance—Board of Directors—Miguel Galuccio.”

Pablo Manuel Vera Pinto serves as our Chief Financial Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr. Vera Pinto was previously the Head of Business Development at YPF Argentina from October 2012 to February 2017 and, prior to that, served as Director of Transformation at YPF from May 2012 until September 2012. Mr. Vera Pinto was a member of the board of directors of the fertilizer company Profertil (a joint venture between Agrium of Canada and YPF), power generation company Central Dock Sud S.A. (a joint venture between Enel of Italy, YPF and Pan American Energy) and gas distributor Metrogas S.A. (controlled by YPF, acquired from British Gas in 2012). Overall, Mr. Vera Pinto led the execution of over 20 mergers and acquisitions transactions during his time at YPF. Previously, Mr. Vera Pinto worked with Leadgate Investment Corp., a private investment firm focused on restructuring acquired businesses where he had experience as Restructuring Manager, Chief Financial Officer and General Manager of the firm’s controlled businesses. Mr. Vera Pinto also worked for management consultancy McKinsey & Company in Europe and investment banking firm Credit Suisse First Boston NA based in New York. Mr. Vera Pinto holds a bachelor’s degree in economics from Universidad Torcuato Di Tella in Buenos Aires, Argentina and a master’s degree in business administration from INSEAD in Fontainebleau, France.

Juan Garoby serves as our Chief Operations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr. Garoby served as Interim Vice President of Exploration & Production of YPF from August 2016 to October 2016, Head of Drilling and Completions from April 2014 to August 2016 and Head of Unconventional from June 2012 to April 2014, (when he also served as President of YPF Servicios Petroleros S.A., a YPF-owned drilling contractor). Prior to his time at YPF, Mr. Garoby worked at Schlumberger as Operations Manager for Europe and Africa. Mr. Garoby has also held several positions at Baker Hughes, including Director of Baker Hughes do Brasil, Country Manager of Baker Hughes Centrilift Brazil and Country Manager of Baker Hughes Centrilift Ecuador & Peru, among others. Mr. Garoby holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires in Argentina.

Alejandro Cherñacov serves as our Strategic Planning and Investor Relations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr. Cherñacov served as Chief Financial Officer at Jagercor Energy Corp, a small-cap Canadian Securities Exchange-listed E&P company from January 2015 to February 2017. Previously, Mr. Cherñacov served as Investor Relations Officer of YPF, where he was responsible for repositioning the company in the local and international capital markets. Mr. Cherñacov previously held several positions in YPF’s E&P department where his last role was being in charge of the upstream portfolio management process, which covered Argentina, Brazil and Bolivia. Mr. Cherñacov holds a bachelor’s degree in economics from the Universidad de Buenos Aires, a master’s degree in finance from the Universidad Torcuato Di Tella in Buenos Aires and a strategic decision and risk management professional certificate from Stanford University in Palo Alto, California.

Gastón Remy serves as Vista Argentina’s Chief Executive Officer since April 4, 2018. Mr. Remy was the president of Dow Argentina, and south region of Latin America (Argentina, Bolivia, Chile, Paraguay, and Uruguay) from the beginning of 2014 until his departure in March 2018. He joined Dow in 2002 as a Manager of Legal Affairs and in 2015 he moved to Buenos Aires as a Director of Legal Affairs for the south region in Latin America. In 2006 he also led Public Affairs and Government relations in the same area. Two years later he moved to Midland where he was Director for global projects, mergers and acquisitions at the Legal department.

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Then, in 2011 he moved to Sao Paulo as a Legal Director for Latin America, prior to return to Argentina in 2014. Mr. Remy is the President for the Instituto para el Desarrollo Empresarial de la Argentina (IDEA) and was the President for the 53° Coloquio Anual in 2017. He is a lawyer from Universidad de Buenos Aires, and holds an LLM from Columbia University, New York. In 2016, he was recognized as a CEO of the year, an award given by PwC, El Cronista newspaper, and Apertura magazine.

Javier Rodríguez Galli serves as our General Counsel since August 1, 2017. Mr. Rodríguez Galli is a partner at the firm Bruchou, Fernández Madero & Lombardi – Abogados with offices in Buenos Aires, Argentina where he has led the Oil and Gas practice area since joining the firm in 2005. In recent years he has been legal counsel for various international oil companies that have invested in Argentina, attracted by the development of unconventional hydrocarbons. In December 2014, he advised PETRONAS, the national oil company of Malasia, in its negotiations and agreements with YPF that led to the joint venture between these two companies in the La Amarga Chica area in Neuquén, to produce unconventional oil with a total planned investment in the pilot phase of US$550 million. Currently, he is a member of the board of Petronas E&P Argentina, S.A. Additionally, he has participated in multiple national and international negotiations related to oil and gas acquisitions, divestments, joint ventures and strategic alliances and has extensive experience in corporate matters. From 1999 until 2005, he was general counsel of Molinos Río de la Plata, an Argentine leader in food and commodities controlled by the Pérez Companc family. From 1993 to 1999, he was an in-house lawyer at YPF, S.A., the largest oil and gas company in Argentina, providing legal services to its international business development group. Mr. Rodríguez Galli graduated with honors from the Law School of Universidad de Buenos Aires in 1991, obtained a master’s degree from the London School of Economics in 1993 and a diploma from the College of Petroleum and Energy Studies at Oxford University in 1996.

Actions by our Management Team

Our Chief Executive Officer and the other relevant officers (including members of our Management Team) are required under the Mexican Securities Market Law to focus their activities on maximizing shareholder value in our Company. Our Chief Executive Officer and senior management may be held liable for damages to us, our subsidiaries and others for the following: (i) favoring a single group of shareholders, (ii) approving transactions between us, or our subsidiaries, with related persons without complying with applicable legal requirements, (iii) taking advantage of our subsidiaries’ assets for their own personal gain contrary to Company policy (or authorizing a third party to do so on their behalf), (iv) making inappropriate use of our, or our subsidiaries’ non-public information or (v) knowingly disclosing or revealing false or misleading information.

Our Chief Executive Officer and the other relevant officers (including members of our Management Team) are required under the Mexican Securities Market Law to act for the benefit of our Company and not that of a particular shareholder or group of shareholders. Our Chief Executive Officer is also required to (i) implement the instructions of our shareholders (as delivered during a shareholders’ meeting) and our board of directors, (ii) submit to our board of directors for approval the principal strategies for the business, (iii) submit to the audit and corporate practices committees proposals for systems of internal control, (iv) disclose all material information to the public and (v) maintain adequate accounting and registration systems and mechanisms for internal control. Our Chief Executive Officer and the members of the other relevant officers (including members of our Management Team) are also subject to the same fiduciary duty obligations as our directors.

Supplemental Information on the Management Teams of our Subsidiaries

The following table sets forth the members of the management team of our subsidiaries as of the date of this prospectus:

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Gaston Remy. See “—Management Team.”

Alex García is the chief executive officer of our Mexican branch, and has 21 years of experience in the oil and gas industry. He worked for 19 years at Schlumberger, where he held several management positions in the Schlumberger Production Management (SPM) and the Schlumberger Integrated Project Management (IPM) groups. Mr. García led the SPM Operations in Mexico for four years and throughout the implementation of the recent energy reform in Mexico. He managed the IPM & SPM business in Latin America, leading projects such as a partnership with Ecopetrol and the re-development of one of the largest oil fields in Ecuador. He was the director of the Chicontepec I and Chicontepec II drilling projects (Eastern Mexico) and Deputy Project Manager in Burgos (Northern Mexico). He also led the bidding team that was awarded with the Chicontepec II tender. In the earlier years of his career, he held different positions as Drilling Engineer and QHSE Manager in Indonesia, Oman, Venezuela, Qatar, France and Peru. Mr. García holds a Mechanical Engineering Degree from Universidad Simon Bolívar (Venezuela) and an MBA from INSEAD Business School (France & Singapore).

Family Relationships

There are no family or kinship relationships among our directors and the members of our Management Team.

Compensation

During the year ended December 31, 2018, the aggregate remuneration paid by the Issuer to the members of its board of directors and its senior management for services in all capacities to the Issuer and its subsidiaries during 2018 was US$8.9 million.

Long Term Incentive Plan

On March 22, 2018, the shareholders’ meeting authorized our Long Term Incentive Plan (the “Plan”). The purpose of the plan is to provide the means for the Company and its subsidiaries to attract and retain talented people as officers, directors, employees and consultants which are key to the Company and its subsidiaries, enhancing the profitable growth of the Company and its subsidiaries. That same shareholders’ meeting vested our Board of Directors with the authority to administer the Plan and approved the reservation of 8,750,000 series A shares issued by the Company on December 18, 2017, for the implementation of the Plan. Share purchase plans are classified as equity-settled transactions on the grant date. As of March 31, 2019 and the date of this prospectus, 2,173,826 restricted series A shares and 3,994,003 stock options to purchase series A shares have been granted, and 19,685 series A shares have vested and are outstanding, in each case in connection with the Plan.

The following paragraphs describe the principal terms and conditions of the Plan.

Type of Awards . The Plan permits different awards in the form of Stock Options, Restricted Stock or Performance Restricted Stock.

Plan Administration. The Plan is administered by our Board of Directors. The Board may delegate certain authority under the Plan to some individual or individuals among the officers of the Company. The administrator of the Plan has the power and authority to determine the persons who are eligible to receive awards, the number of awards, as well as other terms and conditions of awards.

Award Agreement. Any award granted under the Plan is evidenced by an award agreement or a certificate issued by the Company that sets forth terms, conditions and limitations for such award, which may include the number of restricted stock or options awarded, the exercise price, the provisions applicable in the event of the participant’s employment or service terminates, among other provisions. The Board may amend the terms of the Plan and/or any particular award; provided that no such amendment shall impair the rights of any participant under the Plan.

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Eligibility. We may grant awards to directors, officers, employees and consultants of our Company or any of our Subsidiaries.

Vesting Schedule. Except as otherwise set forth by the Plan regarding certain cases of termination (with or without cause) of employment or service, resignation, retirement, disability and/or death, restricted stock and stock options shall vest and become non-forfeitable in accordance with the following calendar: (i) 33% on the first anniversary, (ii) 33% on the second anniversary and (iii) 34% on the third anniversary of the date of grant. If a change of control event occurs, such participant’s restricted stock and options will be immediately vested and exercisable.

Exercise of Stock Options . Vested options will become exercisable during five years since the date of grant. The exercise price per share under a Stock Option shall be the Fair Market Value per share on the date of grant. The number of Stock Options to be awarded to an Eligible Person shall be determined by the Manager at the time of grant following the Black-Scholes method.

Transfer Restrictions. Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge or assign any option.

Termination and amendment of the Plan. Our board of directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair the rights of a participant under any award.

Implementation of Plan; Trust . The Company will enter into a trust agreement with a Mexican financial institution in order to (i) implement and manage the terms of the Plan, and (ii) transfer the Shares underlying the awards, as and when required, in accordance with the terms of the Plan and subject to fulfillment of any requirements set forth in applicable law.

Business Address of the Members of our Board of Directors and Management Team

The business address of the members of our Company’s board of directors and the members of our Management Team is: Calle Volcán No. 150, Floor 5, Colonia Lomas de Chapultepec, Alcaldía Miguel Hidalgo, Mexico City, Zip Code 11000, Mexico.

Share Ownership

As of March 31, 2019, Susan Segal, Mark Bly and Mauricio Doehner Cobian held series A shares of the Company, in each case representing less than 1% of our outstanding shares.

Corporate Governance Practices

Companies listed on the NYSE must comply with the corporate governance standards provided under Section 303A of the NYSE Listed Company Manual. As a foreign private issuer, we are permitted to follow home country practices in lieu of Section 303A, except that we are required to comply with Sections 303A.06, 303A.11 and 303A.12(b) and (c) of the NYSE Listed Company Manual. Under Section 303A.06, we must have an audit committee that meets the independence requirements of Rule 10A-3 under the Exchange Act. Under Section 303A.11, we must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards. Finally, under Section 303A.12(b) and (c), we must promptly notify the NYSE in writing after becoming aware of any non-compliance with any applicable provisions of this Section 303A and must annually make a written affirmation to the NYSE.

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The table below briefly describes the significant differences between our Mexican corporate governance rules and the NYSE corporate governance rules.


Section	NYSE Corporate Governance Rules	Mexican Corporate Governance Rules

303A.01	A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement.	A listed company must have at least 25% of independent directors. All listed companies must comply with this requirement.

303A.02	No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director.	The shareholder’s meeting of a listed company in which a director is appointed or ratified, or where such appointment or ratification is informed, must affirmatively determine whether such director qualifies as independent. Under the Mexican Securities Market Law (i) shareholders that individually or as a group control the listed company, (ii) officers, employees or examiners of the listed company or its affiliates; (iii) individuals with significant influence or command authority (as defined below) over the listed company or its affiliates, among other persons, cannot be appointed as independent directors. There is test with respect to independence from the management as such.

303A.03	The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.	There is no such requirement.

303A.04	A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.	A listed company must have a corporate governance committee with at least three members appointed by the board of directors and which members must all be independent. The corporate governance committee of a listed company that is controlled by a person or group maintaining 50% or more of its outstanding capital stock may be formed by a majority of independent members.

303A.05	A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.	There is no such requirement.

303A.06	A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties.	A listed company must have an audit committee with at least three members appointed by the board of directors and which members must all be independent. The minimum duties of this committee are set forth in the Mexican Securities Market Law, which include, among other things, supervising external auditors, discuss yearly financial statements and, when

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Section	NYSE Corporate Governance Rules	Mexican Corporate Governance Rules
		applicable, recommend their approval, informing the board of directors of existing internal controls and irregularities that it encounters, investigate breaches of operating policies internal control and internal audit systems and supervise the activities of the chief executive officer.

	As a foreign private issuer, we are required to comply with Section 303A.06, other than the requirement to have a minimum of three members on our audit committee.

303A.08	Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.	Stock options plans for employees and pensions plans of a listed company and its affiliates, and similar structures, must be approved by the shareholders’ meeting of the listed company. Such plan must provide for a general and equivalent treatment to all employees in similar situations.

303A.09	A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.	The by-laws of a listed company must comply with the corporate governance provided for in the Mexican Securities Market Law.

303A.10	A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.	A company listed in the Mexican Stock Exchange must adopt the code of ethics issued by the board of directors of such exchange and represent its knowledge of the best corporate practices code.

303A.12	(a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.	There is no such requirement.

	(b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.	There is no such requirement.

	(c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.	The secretary of the board of directors of a company listed in the Mexican Stock Exchange must disclose, at least once a year, the obligations, liabilities and recommendations resulting from the code of ethics, the best corporate practices code and the rules issued by the Mexican Stock Exchange to the directors of a listed company.

	As a foreign private issuer, we are required to comply with Section 303A.12.

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PRINCIPAL SHAREHOLDERS

Our outstanding capital stock consists of two series of shares: series A shares and series C shares, in each case registered with the RNV and listed on the Mexican Stock Exchange. As of the date of this prospectus, our capital stock was represented by 75,929,000 series A shares, and two series C shares. Each series of shares grants the same rights and obligations to its holders, including corporate and economic rights.

The following table sets forth certain information known to us of our shareholders who are beneficial owners of more than 5% of our series A shares and series C shares as of the date of this prospectus (except as set forth below), which is the most recent practicable date as to which we have information available.


	Shares held before the global offering
Shareholders	Amount		% of class
Series A shares
Vista Sponsor Holdings, L.P. ⁽¹⁾		13,365,568		17.60	%
Abu Dhabi Investment Council ⁽²⁾		12,500,000		16.46	%
Series C shares
Vista SH, LLC ⁽¹⁾		1		50.00	%
Vista Sponsor Holdings, L.P.		1		50.00	%

⁽¹⁾	Information as of April 10, 2019. Vista Sponsor Holdings, L.P. and Vista SH, LLC are controlled by David Leuschen and Pierre Lapeyre, who are members of senior management of Riverstone Holdings LLC, a Delaware corporation that operates in the energy sector.

⁽²⁾	Information as of February 13, 2019. Indirectly owned through Kensington Investments B.V., a wholly-owned subsidiary. The Abu Dhabi Investment Council is a sovereign wealth fund of the government of Emirate of Abu Dhabi in the United Arab Emirates.

As of the date of this prospectus, 75,929,000 of our series A shares representing 100% of our outstanding capital stock were publicly traded on the Mexican Stock Exchange.

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RELATED PARTY TRANSACTIONS

We enter into transactions with our shareholders and with companies that are owned or controlled, directly or indirectly, by us in the normal course of our business. Any transactions with such related parties have been made consistent with normal business operations using terms and conditions available in the market and are in accordance with applicable law.

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/year.

There were no additional significant related party transactions or balances during the three-month period ended March 31, 2019 or since March 31, 2019. See Note 26 to our Financial Statements and Note 24 to our 1Q 2019 Unaudited Interim Condensed Financial Statements.


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018		Predecessor for the period from January 1, 2018 through April 3, 2018			Predecessor for the year ended December 31, 2017
Revenue from crude oil
Pampa Energía S.A. (former Parent of PELSA)		—		31,501			114,564
Revenue from natural gas
Pampa Energía S.A. (former Parent of PELSA)		—		2,647			8,832
Transportadora Gas del Sur S.A. (Subsidiary of the former Parent of PELSA)		—		—			684
Central Térmica Güemes S.A. (Subsidiary of the former Parent of PELSA)		—		—			455
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		7,726			18,886
Exploitation services
Veta Escondida y Rincón de Aranda U.T.E. (Joint operation in which the former parent of PELSA participate)		—		32			412
Purchases of goods and services
SHM S. de R.L. de C.V. (affiliate of Riverstone Holdings, LLC—Shareholder of Vista)		186
Pampa Energía S.A. (former Parent of PELSA)		—		(546	)		(1,767	)
Selling expenses
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		(91	)		(364	)
Oleoductos del Valle S.A. (Subsidiary of the former Parent of PELSA)		—		(610	)		(2,962	)

Key Management Personnel Remuneration


	Consolidated—Successor for the period from April 4, 2018 through December 31, 2018		Predecessor for the period from January 1, 2018 through April 3, 2018		Predecessor for the year ended December 31, 2017
Short-term employee benefits		5,368		235		2,417
Termination benefits		—		—		1,167
Share-based payment transactions		3,533		—		—

Total		8,902		235		3,584

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The amounts disclosed in the table are the amounts recognized as an expense during the reporting period/year related to key management personnel.

Balances with related parties:


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor—January 1, 2017
Trade receivables
Pampa Energía S.A. (former Parent of PELSA)		—		20,331		11,858
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		6,389		—

Total				26,720		11,858
Other receivables
Pampa Energía S.A. (former Parent of PELSA)		—		20		57
Veta Escondida y Rincón de Aranda U.T.E. (Joint operation in which the former parent of PELSA participate)		—		303		321
APCO Oil and Gas International Inc. Suc. Arg. (Entity with significant influence over the Group)		—		69		67
APCO Oil and Gas International Inc. (Entity with significant influence over the Group)		—		183		—

Total		—		575		445
Trade payable and accrued liabilities
Riverstone Holdings, LLC (Ultimate parent of shareholder of VISTA)		—		—		—
Pampa Energía S.A. (former Parent of PELSA)		—		674		348
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		32		—
Oleoductos del Valle S.A. (Subsidiary of the former Parent of PELSA)		—		266		232
APCO Oil and Gas International Inc. Suc. Arg.		—		254		164

Total		—		1,226		744

Outstanding balances at the period-end/year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the period beginning April 4, 2018 to December 31, 2018, for the period beginning January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017, the Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each period/ year-end through examining the financial position of the related party and the market in which the related party operates.

On May 30, 2017, we entered into a private placement agreement with our independent directors Mark Bly, Mauricio Doehner Cobián, Susan Segal and our former independent director Anthony Lim, for the purposes of selling them 132,000 series B shares that were later converted into and as of the date hereof are in the form of 132,000 series A shares representing our capital stock.

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On August 1, 2017, we, Vista Sponsor Holdings, L.P. and the Management Team entered into a strategic partners agreement, pursuant to which the parties agreed, among other things, (i) to the purchase of 29,680,000 warrants, where three warrants may be exercised to purchase one series A share at a price of US$11.50 per share, for an agreement price of US$14,840,000, which are referred to as the “Sponsor Warrants,” (ii) that the Sponsor Warrant may be exercised without cash payment as described in “Description of the Series A Shares and Bylaws—Warrants”; (iii) in the event that the warrants terminate early and the Sponsor Warrants expire without being exercised, to issue another security or instrument that permits them to purchase series A shares in the same manner as the expired Sponsor Warrants, and (iv) certain lockup provisions, which have expired as of the date of this prospectus.

On February 12, 2019, we completed the sale to Kensington of 5.0 million series A shares and 5.0 million warrants for an amount of US$50.0 million pursuant to the FPA and, additionally, 500,000 series A shares for an amount of US$5.0 million pursuant to certain subscription commitments among Vista and Kensington. The FPA Warrants are subject to the same terms as the Sponsor Warrants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Aleph Midstream

We expect to hold an indirect equity interest of 21.6% in Aleph Midstream. In addition, our officers Miguel Galuccio, Pablo Vera Pinto, Juan Garoby, Alejandro Cherñacov and Gastón Remy (the “Officer Co-Sponsors”) expect to initially make cash contributions on the same terms as Riverstone, Southern Cross and certain members of the Aleph Midstream management team, granting them indirectly in the aggregate approximately 1.4% of the equity interests invested by the Financial Sponsors in Aleph Midstream. Pursuant to certain agreements between the Officer Co-Sponsors, Riverstone, Southern Cross and certain members of the Aleph Midstream management team, the Officer Co-Sponsors may, over time, and subject to certain economic results, become entitled to up to 13.6% of the economic interests of the Financial Sponsors in Aleph Midstream.

Our board of directors has established specific and appropriate policies and procedures following Vista’s Code of Conduct and Ethics, to handle actual and potential conflicts of interests and no Officer Co-Sponsor will have a management role in Aleph Midstream nor be a member of its board of directors. Our General Counsel and Secretary of the Board, Javier Rodríguez Galli, who will hold no equity interest in Aleph Midstream, will be a member of the board of directors of Aleph Midstream.

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DESCRIPTION OF THE SERIES A SHARES AND BYLAWS

Below we provide certain information on our series A shares to be sold in connection with the global offering contemplated by this prospectus and a brief summary of certain significant provisions of our bylaws and the applicable laws and regulations in Mexico. These rights are set forth in our bylaws or are provided by Mexican corporate law and the rules and regulations of the CNBV and the listing rules of the Mexican Stock Exchange. This summary is not intended to be comprehensive and is qualified in its entirety by our bylaws and the applicable laws and regulations in force in Mexico. For more complete information, you should read our bylaws, which are attached as an exhibit to the registration statement filed by us on Form F-1 (of which this prospectus forms a part). For information on how to obtain a copy of our bylaws, please read “Where You Can Find More Information.”

General

We were incorporated on March 22, 2017, with public deed number 79,311 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, as a capital stock corporation. A copy of our bylaws can be obtained from the CNBV or the Mexican Stock Exchange and is available for review at www.bmv.com.mx.

Pursuant to the shareholders resolutions that approved our initial public offering as documented by public deed number 80,566 on July 28, 2017 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, we became a publicly traded company of variable capital stock ( sociedad anónima bursátil de capital variable ) and approved amendments to our bylaws in order to comply with applicable provisions in the Mexican Securities Market Law.

You may obtain a copy of our current bylaws from us or from the Mexican Stock Exchange through the following website: www.bmv.com.mx and www.vistaoilandgas.com . An English translation of our current bylaws is available from us upon request.

Corporate Purpose

Pursuant to article three of our bylaws, the corporate purpose of Vista is to engage, among others, in the following activities:

(i) acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests;

(ii) participate as a partner, shareholder or investor in all businesses or entities, whether mercantile or civil, associations, trusts or any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient;

(iii) issue and place shares representative of its social capital, either through public or private offerings, in national or foreign stock exchange markets;

(iv) issue or place warrants, either through public or private offerings, by shares representing their capital stock or any other type of securities, in domestic or foreign stock exchange markets; and

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(v) issue or place negotiable instruments, debt instruments or any other value, either through public or private offerings, in domestic or foreign stock exchange markets.

Capital Stock

Our capital stock is variable. The amount of the fixed portion of our capital stock that is not subject to rights of withdrawal is Ps.3,000.00, represented by two series C common, nominative shares no par value. The variable portion of our capital stock subject to rights of withdrawal is unlimited and represented by series A shares, which are ordinary, nominative, no par value and grant equal economic and corporate rights and obligations to their holders. Our series A shares may be subscribed to and paid for by Mexican or foreign individuals or corporations, as well as by any other foreign entities with or without legal entity. Our series B shares (which are ordinary, nominative, with no par value and grant the same economic and corporate rights and obligations to their holders) have been cancelled and at their time, were subscribed and paid by our “Strategic Partners” (as such term is defined in our bylaws and otherwise referred to herein as the Sponsor) and the independent directors of the Company, and were converted into series A shares as approved at an ordinary general shareholders’ meeting.

On August 1, 2017, prior to the closing of our initial public offering in Mexico, Vista and its strategic partners, Vista Sponsor Holdings, L.P. (an entity controlled by senior personnel from Riverstone Investment Group LLC) together with Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov (collectively, the “Sponsor”), entered into a strategic partners agreement (“SPA”) in connection with the private placement of the Sponsor Warrants. Pursuant to the SPA, the parties agreed, among other things, (i) to purchase the Sponsor Warrants, (ii) that the Sponsor Warrants may be exercised without cash payment as described in “Description of the Series A Shares and Bylaws—Warrants”; (iii) in the event that the warrants terminate early and the Sponsor Warrants expire without being exercised, the parties agreed to issue another security or instrument that permits them to purchase series A shares in the same manner as the expired Sponsor Warrants, and (iv) to certain lockup provisions, which have expired as of the date of this prospectus.

At an ordinary general shareholders’ meeting, our shareholders may approve the issuance of other types of shares including those who have special rights or limited rights to holders and/or securities with respect to such shares.

Warrants

As of the date of this prospectus, we had 70,000,000 Warrants and 29,680,000 Sponsor Warrants outstanding (totaling 99,680,000 warrants outstanding) that are exercisable for 23,333,333 and 9,893,333 series A shares, respectively. Three warrants entitle the holder thereof to purchase one series A share at a price of US$11.50 per series A share. The exercise of such warrants and the corresponding issuance of series A shares may also have a dilutive effect in our earnings per share. The Warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for a series A share for any 20 trading days within an applicable 30-trading day period equals or exceeds the Mexican Peso equivalent of US$18.00 and we decide to early terminate the exercise period thereof. In the event that we declare an early termination, we will have the right to declare that the exercise of the warrants be made on a “cashless basis.” If we elect the cashless exercise, holders of warrants electing to exercise such warrants shall do so by surrendering warrants and receiving a number of series A shares resulting from the formula set forth in the warrant indenture, which captures the average of the U.S. Dollar equivalent of the closing price of the series A shares during a 10-day period. The warrants are subject to certain additional adjustments, terms and conditions.

Vista Sponsor Holdings, L.P. and our Management Team collectively hold 29,680,000 Sponsor Warrants. The Sponsor Warrants are identical to and fungible with the warrants, subject to certain differences relating to early termination and cashless exercise, as described herein. The Sponsor Warrants may be exercised for cash or on a cashless basis at the discretion of Vista Sponsor Holdings, L.P. and our Management Team or their

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permitted transferees. If the Sponsor Warrants are held by other persons, then they will be exercisable by on the same basis as the other warrants. Similarly, in the event that we declare the early termination of the Warrants, we will continue to be obligated to deliver to Vista Sponsor Holdings, L.P. and our Management Team or their permitted transferees securities, documents or instruments, or enter into a contractual arrangement, that continues to grant them the right to purchase a third of a series A share with respect to each of their Sponsor Warrants on the same terms and conditions as those that would have been provided in connection with the warrants had they not been terminated early. Finally, in the event that we agree with the warrant holders to amend the warrant indenture or the global warrant certificate without the consent of Vista Sponsor Holdings, L.P. and our Management Team or their permitted transferees, we will continue to be obligated to deliver to such persons securities, documents or instruments, or enter into a contractual arrangement, that continues to grant them the same terms and conditions as those provided to their Sponsor Warrants as if such changes had not been agreed to.

On February 12, 2019, we completed the sale to Kensington of 5.0 million series A shares and 5.0 million warrants for an amount of US$50.0 million pursuant to the FPA and, additionally, 500,000 series A shares for an amount of US$5.0 million pursuant to certain subscription commitments among Vista and Kensington. The FPA Warrants are subject to the same terms as the Sponsor Warrants. These agreements received regulatory approvals from COFECE. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Movements in Our Capital Stock

Capital stock increases shall be made pursuant to resolutions adopted by our shareholders in general shareholders’ meetings.

Increases of our capital stock in its fixed portion are approved by resolutions taken by our shareholders in extraordinary shareholders’ meetings, with a corresponding amendment to our bylaws, while the modification of our capital stock in its variable portion is approved in ordinary shareholders’ meetings, which shall be formalized before a notary public, without it being necessary that the relevant public deed is recorded before the public registry of commerce of our corporate domicile.

Additionally, we may affect capital increases due to the capitalization of shareholders’ equity accounts, pursuant to Article 116 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, through payment in cash or in kind, capitalization of liabilities or by any other means allowed by applicable law. Regarding the increases by means of capitalization of shareholders’ equity accounts, all shares shall have the right to the proportional part that correspond to them in the increase, without it being necessary to issue new shares representing the increase.

Capital increases, except for those arising from our acquisition of our own securities, shall be recorded in a capital variation registry book, which we are required to maintain pursuant to Article 219 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law.

We may keep unsubscribed shares resulting from capital increase in treasury, or otherwise cancel such shares, in both cases a prior capital decrease shall be resolved by a shareholders’ meeting to the extent necessary.

Our capital stock may only be reduced upon approval of our shareholders through resolutions adopted by them in either ordinary or extraordinary shareholders’ meetings, in accordance with the provisions set forth in Article 12 of our bylaws except for (i) the separation of shareholders as described in Article 206 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time, and other applicable law; and (ii) the acquisition of our own shares in accordance with our bylaws, the Mexican Securities Market Law and other applicable law.

We may only reduce the fixed portion of our capital stock upon approval of our shareholders through resolutions adopted by them at an extraordinary shareholders’ meeting, the amendment of our bylaws and the

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formalizing of the relevant meeting minutes before a notary public. We may also reduce the variable portion of our capital stock upon approval by our shareholders through resolutions adopted by them at an ordinary shareholders’ meeting, the minutes of which shall be formalized before a notary public, without it being necessary to record the relevant public deed before the public registry of commerce of our corporate domicile; provided that when the shareholders exercise their separation right or when the decreases are a result of the reacquisition of our own shares, no resolution from the shareholders’ meeting will be needed.

We may reduce our capital stock to absorb losses in the event that any shareholder exercises its right of separation pursuant to Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, as well as a result of the reacquisition by the Company of our own shares pursuant to our bylaws, or in any other case allowed under applicable law.

Capital reductions to compensate losses will be carried out proportionally among all the shares representing our capital stock, without it being necessary to cancel shares since they do not have par value.

Holders of securities that are part of the variable portion of our capital stock may not exercise their right of withdrawal described in Article 220 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, pursuant to Article 50 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.

We shall register all capital reductions in our capital variations registry book, except for reductions resulting from repurchase of our own shares.

Voting Rights

Each series of our shares grants the same rights and obligations to holders thereof, including economic rights, since all holders of the shares participate equally, without any distinction, in any dividend, repayment, amortization or distribution of any nature on the terms further described herein.

Notwithstanding the above and with the prior authorization of the CNBV, we may issue shares with no voting rights, with limited corporate rights or with limited voting rights, as long as such shares do not exceed 25% of the aggregate amount of publicly held shares, as determined by the CNBV, on the date of the relevant public offering, in accordance with Article 54 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law. The CNBV may authorize an increase of this 25% limit, provided that the limited or non-voting shares exceeding 25% of the aggregate amount of the publicly held shares, as determined by the CNBV, are convertible into common shares within five years of their issuance.

Non-voting shares shall not count for determining the necessary quorum to call to order a general shareholders’ meeting. Limited or restricted voting shares will count only in determining the necessary quorum to call to order shareholders’ meetings in which their vote is needed or special meetings.

Resolutions adopted at any general shareholders’ meeting in which the issuance of non-voting or restricted or limited voting shares is approved shall set forth the rights, limitations, restrictions and all other characteristics corresponding to such shares.

Shareholders’ Meetings

A general shareholders’ meeting acts as our supreme body and authority. General shareholders’ meetings may be ordinary or extraordinary, as well as special, and shall always be held in our corporate domicile, except for cases of force majeure or acts of God.

Pursuant to Mexican law and our bylaws, general shareholders’ meetings require 15 calendar days’ advance notice to be legally convened upon first or subsequent calls. Extraordinary general shareholders’ meetings are

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convened to approve any of the matters referred to in Article 182 of Mexico’s General Law of Commercial Companies, Articles 48, 53 and 108 of the Mexican Securities Market Law, or any other provisions replacing them from time to time and other applicable law, as well as those provisions contained in Articles 9 and 19 of our bylaws. All other general shareholders’ meetings shall be ordinary meetings, including those meetings which address increases and reductions to the variable portion of our capital stock.

Special shareholders’ meetings shall convene to handle any matter that may affect the rights granted to the holders of a series of our shares and shall be subject to the applicable provisions in our bylaws that were established for extraordinary general shareholders’ meetings, in respect to attendance and voting quorums, as well as formalization of minutes.

An ordinary general shareholders’ meeting shall be held at least once each year within the first four months following the end of the previous fiscal year in order to approve the matters listed in the agenda for such meeting, the matters described in Article 181 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, as well as to do any of the following:

(i)

discuss, approve or modify reports of the chairmen of both the audit committee and the corporate practices committee;

(ii)

discuss, approve or modify reports of our Chief Executive Officer, pursuant to Article 28, Section IV, and Article 44, Section XI, of the Mexican Securities Market Law, or any other provision replacing them from time to time and other applicable law;

(iii)

discuss, approve or modify reports of the board of directors, pursuant to sub-paragraph (b) of Article 172 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law;

(iv)

review the opinion of the board of directors regarding the content of the Chief Executive Officer’s reports;

(v)

decide on the use of profits, if any;

(vi)

appoint members of our board of directors, the Secretary and Deputy Secretary and the members of committees, as well as their respective substitutes, as the case may be, and appoint or remove the chairmen of both the audit committee and the corporate practices committee;

(vii)

determine the independence of directors;

(viii)

determine the maximum amount of corporate funds that may be used for the repurchase of our own securities;

(ix)

approve transactions that we intend to carry out in the course of the fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Mexican Securities Market Law), represent an amount that is 20% or more of our consolidated assets, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter (in such meetings, the shareholders with limited or restricted voting rights may vote); and/or

(x)

handle any other matter in accordance with applicable law and that is not specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting.

An extraordinary general shareholders’ meeting shall handle any of the matters described in Article 182 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time. In addition, shareholders at such an extraordinary meeting may do any of the following:

(i)

amend our bylaws to prevent an acquisition of our securities that would provide an acquirer or acquirers control of our Company;

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(ii)

increase our capital stock pursuant to the terms of Article 53 of the Mexican Securities Market Law, or any other provision replacing it from time to time;

(iii)

cancel the registration any of our capital stock or the certificates representing such securities with the RNV;

(iv)

generally amend our bylaws;

(v)

approve the cancellation of shares representing our capital stock with distributable profits and the issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares; and/or

(vi)

handle any other matter in accordance with applicable law or our bylaws that expressly requires a special quorum or is specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting.

Any general shareholders’ meeting may be called by our board of directors, the Chairman of the Board of Directors, our Secretary or either the Audit Committee or Corporate Practices Committee. The holders of shares with voting rights representing 10% or more of our capital stock may also request a general shareholders’ meeting, individually or collectively, from the Chairman of the board of directors or to the relevant committee, notwithstanding the percentage set forth under Article 184 of Mexico’s General Law of Commercial Companies.

A shareholder request for a general shareholders’ meeting may be granted so long as such request meets the requirements set forth in Article 185 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. If a call is not made within 15 calendar days following the request date, a civil or district court judge of the Company’s domicile will make such a call at the request of any interested shareholder, who must prove the ownership of its shares for such purposes.

Calls for general shareholders’ meetings shall be published in the electronic system established by the Mexican Ministry of Economy for such purposes and may be published in one of the newspapers of largest circulation in the corporate domicile of the Company within at least 15 calendar days prior to the date on which the relevant meeting is intended to take place, pursuant to applicable law.

From the date of notice of a general shareholders’ meeting to the date on which the meeting is held, we will make available to the shareholders, in our offices, immediately and free of charge, all information that we may deem necessary to vote on matters at the meeting, including the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law.

General shareholders’ meetings may be held without prior notice (as described above) in the event that all the shares representing the capital stock with voting rights or the relevant series of shares (in the event of a special meeting) are present or represented at the time of the voting at a meeting.

Notwithstanding the foregoing and in accordance with the second paragraph of Article 178 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, shareholders may adopt resolutions by unanimous written consent without a meeting, which will have the same validity and effectiveness as if such resolutions had been approved in a general shareholders’ meeting.

Shareholders may be represented at general shareholders’ meetings by an attorney-in-fact that has a power-of-attorney granted pursuant to the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law or pursuant to a power of attorney granted pursuant to applicable law.

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To be admitted to a general shareholders’ meeting, shareholders shall be duly registered in our stock registry book managed in accordance with Article 128 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, or they may present certificates issued by the Indeval or any other institution that acts as a depository of securities in accordance with the Mexican Securities Market Law.

To attend a special or general shareholders’ meeting, the relevant shareholder must prove to the Secretary non-member of our board of directors that it does not require the prior approval by our board of directors pursuant to Article 9 of our bylaws.

Ordinary and extraordinary general shareholders’ meetings shall be presided over by the Chairman of the board of directors or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present.

The Secretary non-member of the board of directors or the Deputy Secretary shall act as secretary of the general shareholders’ meetings or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present.

The chairman of the general shareholders’ meeting shall appoint one or more inspectors ( escrutadores ), from the shareholders, shareholders’ representatives or invitees attending the relevant meeting, who shall determine the existence or absence of a quorum, and who shall count the votes cast upon request by the chairman of the meeting.

The secretary of the general shareholders’ meeting shall prepare the minutes of such meeting, such minutes to be transcribed into our general shareholders’ meetings’ minutes registry and signed by both the chairman and the secretary of the relevant meeting as well as by the individuals who acted as inspectors. Any records regarding such meetings that were not able to transact matters because of a lack of quorum shall also be signed by the chairman, the secretary and the inspectors of the relevant meeting.

An ordinary general shareholders’ meeting shall be duly convened if, after first call of those present, at least 50% of the outstanding shares representing our capital stock are represented at such meeting. Decisions of an ordinary general shareholders’ meeting are approved by a simple majority of the shares with voting rights represented at such meeting. In the event of second or further calls, an ordinary general shareholders’ meeting shall be deemed duly convened, regardless of the number of present or represented shares, and decisions shall be approved by the simple majority of the shares present with voting rights.

An extraordinary general shareholders’ meeting shall be duly convened if, after the first call, at least 75% of the outstanding shares representing our capital stock are represented at such meeting. In the event of second or further calls, an extraordinary general shareholders’ meeting shall be deemed duly convened if a majority of our common stock is represented.

The resolutions adopted by an extraordinary shareholders’ meeting, irrespective of whether it was convened as the result of the first, second or subsequent call, will be valid if taken by a majority of the shares of our capital stock outstanding (and not held in treasury), present or represented in such meeting, except in the case of (i) cancellation of the registration with the RNV of the shares representing our capital stock or the warrants representing them, in which case the affirmative vote of 95% of the shares of our capital stock outstanding (and not held in treasury), present or represented in such meeting will be required, and (ii) an amendment to our bylaws, in which case the affirmative vote of 65% of the shares of our capital stock outstanding (and not held in treasury), present or represented in such meeting will be required.

Unanimous written consents adopted outside general shareholders’ meeting shall be transcribed in our shareholders’ meetings minutes registry book. Files containing copies of the minutes from each general

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shareholders’ meeting and each unanimous written consent, along with attendance lists, proxies, call copies, if any, and documents submitted to discussion, such as board of directors’ reports, our financial statements and other relevant documents, shall be formed and kept by us.

In the event that any minutes of a general shareholders’ meeting or any unanimous written consent cannot be registered in our shareholders’ meetings minutes registry book, we will formalize such minutes or unanimous written consent before a notary public in Mexico.

The minutes of general shareholders’ meetings, as well as the records of such meetings that were not held due to lack of quorum, will be signed by Chairman and Secretary of such shareholders’ meetings.

Profit distribution (dividends)

Generally, at an annual ordinary general shareholders’ meeting, our Board of Directors presents the financial statements corresponding to the preceding fiscal year to the shareholders for their approval. Once the general shareholders’ meeting approves those financial statements, all of the shares outstanding at the time of the declaration of a dividend or other distribution have the right to participate in that dividend or distribution.

Board of Directors

Composition

Our Board of Directors is responsible for the management of our Company. The Board of Directors comprises a maximum of 21 directors, which number may be changed from time to time upon resolutions adopted at a general shareholders’ meeting, and of which at least 25% shall be independent pursuant to Articles 24 and 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law.

An alternate director may be appointed in place of each director; provided, however, that alternates for independent directors shall have the same independence qualifications of the independent director on whose behalf they are acting.

Directors are considered independent when they meet the requirements for independence set forth in Article 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and any other guidance or regulation issued by the CNBV.

Director independence is determined by resolution adopted at an ordinary general shareholders’ meeting. The CNBV prior right of hearing of the company and of the director, may reject the independence determination of any director within 30 Business Days’ notice of the initial determination of said director’s independence.

Directors may or may not be shareholders and shall serve on the Board of Directors until removed and a successor is appointed, provided that at all times they shall have legal capacity to perform their duties and shall not be prevented from executing business. At all times the provisions contained in the second paragraph of Article 24 of the Mexican Securities Market Law shall be complied with.

The Board of Directors may appoint provisional directors, without input from a shareholders’ meeting, in the case of the death or disability of a director or expiration of his or her term. A general shareholders’ meeting shall ratify such appointments or appoint the new directors in the meeting following such event.

Directors may only be removed by resolution adopted at an ordinary general shareholders’ meeting.

Directors appointed by the shareholders upon approval of the initial public offering of Series A Shares of the Company shall remain in their position for at least 24 months following the date on which we publish the public notice for such offering ( aviso de colocación ).

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Directors shall be appointed by a majority vote of shareholders at an ordinary general shareholders’ meeting; provided that for each 10% of outstanding capital stock held, a minority holder has the right to appoint one director.

Each year, the Chairman of the Board of Directors shall be appointed either at a general shareholders’ meeting or at a meeting of the Board of Directors. The chairman of the Board of Directors shall execute and carry out resolutions adopted at general shareholders’ meetings and meetings of the Board of Directors without the need for a special resolution.

The Secretary non-member of the Board of Directors and the Deputy Secretary shall be appointed at either an ordinary general shareholders’ meeting or at a meeting of the Board of Directors, as applicable. The Secretary shall not be a director but must carry out the obligations and duties prescribed by applicable law.

Temporary or permanent absences in the board of directors shall be covered by such directors’ appointed alternates. The Chairman of the board of directors shall have a tie-breaking vote in all matters.

The Chairman of the board of directors may be of any nationality, will chair the meetings of the Board of Directors and, in his or her absence, such meetings will be chaired by one of the directors appointed by a majority vote of the other attending directors.

Meetings of the Board of Directors

A meeting of the Board of Directors may be called either by the chairman of the Board of Directors, the chairman of the audit committee, the chairman of the corporate practices committee, the Secretary non-member of the Board of Directors or 25% of the directors by means of written notice, including, but not limited to, fax or email, to all directors at least ten calendar days prior to the date set for such meeting. In the event that all directors are present, a meeting may be called to order without advance notice.

Our independent auditor may be called to attend any meeting of the Board of Directors with the right to speak but without voting rights; provided, however, that such auditor will never be present when matters which may raise a conflict of interest are discussed or that may compromise their independence.

Meetings of the Board of Directors shall be held at least 4 times during each fiscal year, in the corporate domicile of our Company, however, a meeting may be held outside of our corporate domicile or abroad if a majority of the directors approves it.

The minutes of meetings of the Board of Directors shall be transcribed into the Board of Directors’ meetings minutes book and shall be signed by all persons in attendance or, if expressly authorized by agreement at the meeting, solely by the Chairman of the Board of Directors and the Secretary non-member of the Board of Directors. A record and copies of the minutes and/or unanimous written consents of each meeting of the Board of Directors, as well as transcripts of any calls and any relevant documents regarding meetings, shall be kept by us.

A meeting of the Board of Directors may be duly convened when a majority of directors are present. The Board of Directors shall make decisions through resolutions adopted by a majority vote of directors; in the event of a tie, the chairman of the Board of Directors shall cast the deciding vote.

Will be valid and legal all decisions made outside of meetings of the Board of Directors as long as taken by unanimous written consent of all directors and signed by all of the directors. The document in which the written confirmation is evidenced shall be sent to the Secretary of the Company, who will transcribe the relevant resolutions in the corresponding minutes book, and shall indicate that such resolutions were adopted pursuant to our bylaws.

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Authority of the Board of Directors

The Board of Directors represents our Company in business and corporate matters and has general powers of attorney for lawsuits and legal proceedings and acts of administration and ownership, in accordance with the terms set forth in Article 2554 of the Civil Code for the Federal District ( Código Civil para el Distrito Federal ) and the correlative provisions of the civil codes for each of the states of Mexico and the Mexican Federal Civil Code ( Código Civil Federal ). The Board of Directors shall represent us before all types of administrative and judicial authorities, federal, state or municipal, before the Arbitration and Conciliation Board ( Junta de Conciliación y Arbitraje ) and other labor authorities and arbitrators. The aforementioned powers, include, but are not limited to, the following:

(i)

performing all transactions and executing, amending and terminating agreements entered into pursuant to carrying out our corporate purposes;

(ii)

opening, managing and canceling bank accounts, including, but not limited to, the authority to appoint signatories who may draw funds from such account;

(iii)

withdrawing all types of deposits;

(iv)

appointing and removing the chief executive officer and setting his or her total compensation, as well as the establishing policies for the appointment and total compensation of other relevant directors;

(v)

granting and revoking general and special powers of attorney;

(vi)

opening and closing branch offices, agencies and dependencies;

(vii)

executing all resolutions adopted at general shareholders’ meetings;

(viii)

representing our Company where we may have an interest or other participation in other companies or entities, as well as buying or subscribing for shares or partnership interests therein, at the time of such entities’ incorporation or at any other time;

(ix)

filing all types of claims and amparo proceedings, participating in arbitration, assigning and/or encumbering assets, receiving payments and discussing, negotiating, executing and reviewing collective or individual labor agreements;

(x)

initiating criminal claims and complaints, and act as an adjudicant before the Public Prosecutor ( Ministerio Público );

(xi)

accepting on our behalf mandates of legal entities or persons, either national or foreign;

(xii)

authorizing our Company or our subsidiaries to make real or personal guarantees, as well as any fiduciary involvement in order to secure our liabilities and become a joint obligor, guarantor, surety and an obligor in general in compliance with third party liabilities and establish the necessary guarantees in order to secure such compliance;

(xiii)

approving information and communication policies for shareholders and the market;

(xiv)

calling for ordinary and extraordinary general and special shareholders’ meetings and executing the resolutions thereof;

(xv)

creating committees and appointing directors to serve as members on such committees (except for the appointment and ratification of chairmen of the audit committee and corporate practices committee, who shall be appointed by resolution at a general shareholders’ meeting);

(xvi)

establishing strategies to fulfill our corporate purposes;

(xvii)

taking any action authorized by article 28 of the Mexican Securities Market Law or any other provision replacing it from time to time;

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(xviii)

approving the terms and conditions for the public offering and transfer of our treasury shares issued pursuant to Article 53 of the Mexican Securities Market Law;

(xix)

appointing the person or persons in charge of carrying out the acquisition or placement of shares authorized by a shareholders’ meeting, pursuant to Article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the relevant shareholders’ meeting, and inform the shareholders’ meeting of the result, in any fiscal year, of the exercise of such authorities;

(xx)

appointing provisional directors, pursuant to the provisions of the Mexican Securities Market Law;

(xxi)

approving the terms and conditions of settlements through which the liability of any director for breach of the duties of diligence or loyalty is resolved;

(xxii)

general power of attorney for lawsuits and collections and acts of administration for labor matters, including, without limitation, as further detailed in our bylaws and power of attorney for lawsuits and collections and for acts of administration for labor matters so that the Board of Directors may act as our representative in all labor maters and have the authorities to execute all kinds of agreements and carry out all kinds of actions in such regard;

(xxiii)

granting, revoking and canceling general and special powers of attorney within the scope of its authority and granting their substitution and delegation authority, except for those authorities the exercise of which is limited to the Board of Directors pursuant to applicable law or our bylaws; and

(xxiv)

entering into any and all necessary or convenient legal acts, agreements and/or documents.

The Board of Directors, when applicable, shall additionally have, pursuant to the terms set forth in Article 9 of Mexico’s General Law of Negotiable Instruments and Credit Transactions, a general power-of-attorney to issue, accept and endorse negotiable instruments, as well as to protest them and a general power-of-attorney to open and cancel bank accounts.

Committees

The general shareholders’ meeting or the Board of Directors may constitute committees that consider necessary for their operation.

In addition, our Board of Directors will maintain an Audit Committee and a Corporate Practices Committee in accordance with the Mexican Securities Market Law, the members of such committees to be exclusively comprised of a minimum of three independent directors appointed by the Board of Directors, pursuant to the terms set forth in Article 25 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.

The Audit Committee, the Corporate Practices Committee and other committees created pursuant to our bylaws, shall meet in the form and frequency established by each such committee in the first or last board meeting held during each year (in the latter case regarding the calendar of meetings to be held during the following fiscal year), without the need to call for the members for each meeting when such meetings have been previously scheduled in accordance with the meeting calendar approved by the relevant committee for such purposes; provided, however, that in order for such meetings to be duly convened, a majority of the members shall be present and resolutions shall be approved by a majority vote of the members of such committee.

In addition, each committee shall meet when decided by its chairman, the Secretary non-member of the Board of Directors or any of its members, upon prior notice given at least 3 Business Days in advance to all the members of the committee and the required alternates. The independent auditor of the Company may be invited to the meetings of the committees, as an invitee with the ability to speak but not to vote.

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Decisions may be made outside of meetings of the committees and will have the same validity as if they had been approved in the session as long as they are approved by unanimous written consent of all committee members and signed by all of the members thereof. Likewise, the committees may meet at any moment, without prior notice, if all members are present.

Committees may not delegate their authorities as a whole to any person, but they may appoint deputies to implement their resolutions. The chairman of each committee will be entitled to individually implement such resolutions without needing express authorization. Each committee created pursuant to our bylaws shall inform the Board of Directors on an annual basis about the activities it performs or when it considers that facts or actions material for the Company have occurred. Minutes shall be prepared for each meeting of a committee, which shall be transcribed in a special minutes book. The minutes shall evidence the attendance of the members of the committee and the resolutions adopted, and they shall be signed by the individuals present and the Chairman and Secretary.

For all that is not provided herein or in the Mexican Securities Market Law, committees shall operate pursuant to rules set by our Board of Directors, unless otherwise prescribed in our bylaws or in the Mexican Securities Market Law.

Committees shall keep the Board of Directors appraised of their activities at least once a year.

Duties of Directors

The Mexican Securities Market Law imposes a duty of diligence and loyalty on the members of the board of directors, the members of the board’s committees, the chief executive officer and on the relevant officers from which the chief executive officer seeks assistance. Such duty of diligence requires them to obtain sufficient information and to be sufficiently prepared in order to act in the best interest of the Company. The duty of diligence is complied with, mainly, by searching for and obtaining all the information that may be necessary in order to make decisions (including by means of hiring independent experts), attending sessions of the board of directors, of the committee in which they participate and disclosing to the board of directors relevant information in the possession of the relevant director or officer. Default of such duty of diligence by a board member subjects him or her to joint liability along with other board members that are liable in connection with the damages and lost profits caused to the Company or its subsidiaries.

The duty of loyalty mainly consists of a duty to act in the best interest of the Company and includes, primarily, the duty to maintain confidentiality of the information that the board members receive in connection with the performance of their duties, abstaining from voting in matters in respect to which they have a conflict of interest and abstaining from taking advantage of business opportunities of the Company. It is a violation of the duty of loyalty for a director to take actions that wrongfully benefit one or more shareholders, or for a director, without prior express consent of the disinterested members of the board of directors, to take a corporate opportunity that belongs to the Company or its subsidiaries.

It is also a violation of the duty of loyalty for a director to (i) use our assets, or consents to the use of our assets, in violation of any of our policies or (ii) disclose false or misleading information, order not to record, or prevent the recording of any transaction in our registries, which could affect our financial statements or cause important information to be improperly modified or not disclosed.

A director’s failure to comply with the duty of diligence or the duty of loyalty shall make him or her jointly liable with other directors or officers who have also failed to comply therewith for any damages caused to our Company resulting therefrom in the cases in which they have acted in bad faith, willfully or illegally.

As a means of protection for our board members regarding breaches of the duty of diligence or the duty of loyalty, the Mexican Securities Market Law provides that directors will not be liable for the breach of such duties

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in the event that the board member acted in good faith and (a) in compliance with applicable law and our bylaws, (b) based on facts and information provided by our officers, independent auditors or experts whose credibility and reliability may not be reasonably questioned, and (c) elects the most suitable alternative in good faith or when the negative effects of such decision may not be reasonably foreseen based on the information available. Mexican courts have not interpreted the meaning of such provision and, therefore, its scope and meaning are uncertain.

Board members will be jointly liable with previous board members regarding irregularities caused by any prior board member if such irregularities are not reported to the audit committee and the corporate practices committee.

The members of the board of directors and the committees have no obligation to guarantee the performance of their positions.

The provisions regarding the duty of loyalty of the second and third paragraphs of Article 34 of the Securities Market Law must be observed.

The liability resulting from the breach of the duty of diligence or the duty of loyalty should be exclusive in favor of the Company, as the case may be, and may be exercised by the Company or by the shareholders who, individually or jointly, represent ownership of shares (including limited, restricted or non-voting shares) representing 5% or more of the share capital.

The members of the Board of Directors or the members of the committees should not be in default when they act in good faith or when any liability exclusion mentioned in Article 40 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.

Audit and Corporate Practices Committees

The oversight of our management and conduct and execution of our business shall be vested in the board of directors through the Audit Committee and the Corporate Practices Committee, as well as our independent auditor.

The chairman of the audit committee and the chairman of the corporate practices committee shall be bound to provide an annual report pursuant to Article 43 of the Mexican Securities Market Law or any other provision replacing it from time to time.

Audit Committee

The audit committee shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the board of directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Audit Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Audit Committee must also satisfy the requirements described in Article 43, Section II of the Mexican Securities Market Law to serve.

The audit committee shall perform the functions described in Article 42, Section II of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, but are not limited to giving an opinion to the board of directors about matters entrusted to the Audit Committee, discussing the financial statements of our Company with the persons responsible for preparing them, informing the board of directors about the state of affairs concerning the internal control and audit systems of our Company, preparing an opinion about accounting policies and criteria and, in general, overseeing the corporate conduct of our Company.

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The Audit Committee will review, on a quarterly basis, all payments made by the Company to Riverstone, any of its affiliates or our other directors and officers.

We shall have an independent auditor to perform audits in compliance with the Mexican Securities Market Law.

Corporate Practices Committee

The corporate practices shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the Board of Directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Corporate Practices Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Corporate Practices Committee must also satisfy the requirements described in Article 43, Section I of the Mexican Securities Market Law to serve.

The corporate practices committee shall have the functions described in Article 42, Section I of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, among others derived from the Mexican Securities Market Law, issuing an opinion to the board of directors as requested about matters related to compliance with the Mexican Securities Market Law and our bylaws, requesting opinions from independent experts in connection with matters to be submitted for approval to the board of directors or in respect to which there is a conflict of interest, calling shareholders’ meetings and supporting the board of directors in the preparation of reports.

Dissolution and Liquidation

The Company shall be dissolved upon occurrence of any of the events described in Article 229 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. In each case, the registration with the RNV of the shares representing the capital stock of the Company and the warrants representing such shares shall be canceled.

Once the Company has been dissolved, it shall be placed in liquidation, which would be administered by one or more liquidators, who in such case shall act together as determined by resolution at a general shareholders’ meeting. Such general shareholders’ meeting will also set the termination date of the liquidator’s employment with the Company and their compensation.

The liquidator or liquidators will proceed with the liquidation and the pro rata distribution of the value of the remaining assets of the Company, if any, to shareholders, in accordance with Mexico’s General Law of Commercial Companies.

Preferred Subscription Rights

Except for the capital increases approved by the shareholders’ meetings, shareholders shall have, in proportion to the number of shares they hold when the relevant increase is resolved, preemptive rights to subscribe for new stock issuances to maintain their current percentage of ownership. The foregoing preemptive right must be exercised within 15 calendar days following our approval of such new stock issuance, as published in the electronic system of Mexico’s Ministry of Economy.

The preferred subscription right provided in Article 132 of Mexico’s General Law of Commercial Companies shall not be applicable in the event of capital increases made (i) pursuant to Article 53 of the Mexican Securities Market Law, (ii) an issuance of convertible securities, (iii) in a conversion of a series of shares to another series upon resolution adopted at a general shareholders’ meeting, (iv) as a result of the merger of our Company, whether as a continuing or disappearing company or (v) as a consequence of the placement of repurchased shares in terms of applicable law.

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Redemption

We may redeem shares with distributable profits without need to reduce our capital stock; provided that, in addition to complying with Article 136 of Mexico’s General Law of Commercial Companies, or any other provision replacing them from time to time and other applicable law, we comply with the following:

(i)

if the redemption is intended to redeem all shares held by our shareholders, such redemption shall be made so that the shareholders shall continue to have the same proportion of shares they had before such redemption took place;

(ii)

if the redemption is intended to redeem shares that are listed on a stock exchange, such redemption will be made through the acquisition of our own shares on such said stock exchange in accordance with the terms and conditions approved by resolution at a general shareholders’ meeting, which may delegate to the board of directors or special deputies the authority to determine the system, prices, terms and other conditions for that end and the relevant shareholders’ resolutions shall be published in the electronic system of the Mexican Ministry of Economy; and

(iii)

the redeemed shares and the certificates representing them are canceled, with the corresponding capital decrease.

Minority Rights

The bylaws provide the following minority rights:

(i)

pursuant to the provisions set forth in Article 50, Section III of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law, the holders of shares with voting rights (even limited or restricted) represented in an ordinary or extraordinary general shareholders’ meeting, holding 10% or more of our outstanding capital stock either individual or jointly, may request to postpone a meeting for one time only, for three calendar days and without a new call needed with respect to the voting on any matter on which they consider themselves not to be sufficiently informed, notwithstanding the percentage provided in the article 199 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time or any other applicable provisions;

(ii)

the holders of shares with voting rights (even limited or restricted) that individually or jointly represent 20% or more of our outstanding capital stock, may oppose in court resolutions adopted at general shareholders’ meetings regarding matters on which they have voting rights, notwithstanding the percentage referred to in Article 201 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time provided that certain requirements are fulfilled;

(iii)

shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted rights) representing 10% or more of our outstanding capital stock, shall have cause of action against any or all of our board members, directors, the Chief Executive Officer or any other relevant officer for failing to comply with his or her duty of diligence and duty of loyalty or against such legal entity that such person manages or over which he or she has a significant influence; and

(iv)

shareholders that, individually or jointly, hold shares with or without voting rights that represent 10% or more of our outstanding capital stock, shall have the right to appoint and/or remove from office, upon resolution adopted at a general shareholders’ meeting, one director for each 10% of outstanding capital stock held such board member may only be removed from office if all the members of the board of directors are removed, in which case the board members who were removed shall not be appointed again during the 12 months following from the date of such removal.

Restrictions on the Transfer of Shares

Every direct or indirect acquisition or attempted acquisition of our capital stock of any nature and regardless of the name it is given, under any title or legal structure, with the intention of carrying-out, be it in one or several

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simultaneous or successive transactions or acts of any legal capacity, with no time limitation between them, in a private transaction or through a stock exchange, whether in Mexico or abroad, including structured transactions such as mergers, corporate restructures, spin-offs, consolidations, allocations or guaranties executions or other similar transactions or legal acts (any such operation, an “Acquisition”), by one or more persons, related persons ( grupo de personas or “group”) under the Mexican Securities Market Law, business group or consortium, will require approval through a written resolution adopted by our board of directors, each time that the number of shares to be acquired, when added to any shares already owned, results in the acquiring party 10% or more of our capital stock. Once a holder holds such percentage of our capital stock, the holder must notify the board of directors through notice provided to the Chairman or Secretary, in our corporate domicile, of any subsequent acquisition of 2% or more of our outstanding capital stock. For the avoidance of doubt, no additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage in our outstanding capital stock is equal to or greater than 20%.

Shareholders must request a favorable opinion from the board of directors, in writing, for the execution of written or oral agreements, regardless of their name or title or classification, as a consequence of which voting associations, block voting or binding or joint voting mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, such agreement resulting in a change of control of our Company or an effective 20% ownership of our outstanding capital stock (each, a Voting Agreement and jointly, the Voting Agreements), except for temporary Voting Agreements that are executed in connection with a general shareholders’ meeting, with the purpose of appointing minority members of the board of directors.

For such purposes, the person who individually, or jointly with related persons, group, business group or consortium that intends to carry out any Acquisition or execute any Voting Agreement, shall make a written authorization request to the board of directors and shall contain the following information:

(i)

the number and class or series of shares held by the applicable person or persons and/or any related persons thereof, the group, business group or consortium (a) be it as an owner or co-owner, directly or through any person or related person, and/or (b) regarding shares subject to an executed Voting Agreement;

(ii)

the number and class or series of shares that it intends to acquire, whether directly or indirectly, by any means, through Acquisition or that is the subject of a Voting Agreement; as well as the minimum price to be paid for each share related with the corresponding acquisition.

(iii)

(a) the percentage which the shares referred to in subsection (i) above represents of the total of our issued and outstanding shares, and (b) the percentage that the sum of the shares referred to in subsections (i) and (ii) above represent of our issued and outstanding shares; provided that for (a) and (b) the total of our issued and outstanding shares may be determined by the total number of shares that we report as outstanding to the stock exchange on which they are listed;

(iv)

the identity and nationality of the person or persons, group, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement; provided that if any of them is a corporate entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that ultimately has direct or indirect control of such entity in accordance with our bylaws;

(v)

the reasons and objectives pursuant to which the person or persons, group of persons, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement, in particular if they intend to acquire, directly or indirectly, (a) shares in addition to those referred in the authorization request, (b) 20% ownership of our capital stock, (c) control of our Company, or (d) significant influence in our Company, as well as the intended role with respect to the policies and management of our Company and any amendment they would like to propose with respect to the policies and management of our Company;

(vi)

if the person or persons, group, business group or consortium have direct or indirect ownership in the capital stock or in the management and operation of a competitor or any related person to a

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competitor, if they have any economic or business relationship with a competitor or with any related person to a competitor or if any related person of theirs is a competitor;

(vii)

if they have the authority to acquire shares or execute a Voting Agreement, in accordance with our bylaws and applicable law, or if they are in the process of obtaining any such authorization or consent from any person, and the terms and timing on which they expect to obtain it;

(viii)

the origin of the funds they intend to use to pay the price of the shares requested; provided that with respect to funds obtained from financing, the requesting party shall specify the identity and nationality of the person providing such funding and if such person is a competitor or a related person to a competitor, and any documentation evidencing the financing and the terms and conditions thereof. The board of directors may request from the person that sends such a request, if considered necessary to guarantee the payment of the corresponding Acquisition price and before granting authorization in accordance with the above, additional evidence regarding the financing (including evidence that there are no prohibitive covenants pursuant to such financing) or, the formation or granting of a (a) bailment, (b) guarantee trust, (c) irrevocable letter of credit, (d) deposit or (e) any other type of guarantee, up to the equivalent amount of 100% of the price of the shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through our Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that our Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing;

(ix)

the identity and nationality of the financial institution that would act as broker, in the event that the Acquisition in question is through a public offering;

(x)

if, there is to be a public offering, a copy of the offering circular or similar document, to be used for the acquisition of the shares or regarding the corresponding transaction or agreement, and a representation stating if such document has been authorized by the competent regulatory authorities (including the CNBV); and

(xi)

a domicile in Mexico City, Mexico, to receive notices regarding the filed request.

In the event that the board of directors resolves, due to the impossibility of knowing certain information upon receiving the request, that such information may not yet be disclosed, the board of directors may, at its sole discretion, waive the compliance of one or more of the aforementioned requirements:

(i)

within 15 business days following the date upon which the request referred to above has been received, the Chairman or Secretary shall call a meeting of the board of directors to discuss and resolve the matter of the requested authorization (notice for such meetings shall be made in writing and sent in accordance with our bylaws); and

(ii)

the board of directors may request from the person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request as filed; provided that any request of such nature on behalf of the board of directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the person who intends to carry-out the Acquisition or execute the Voting Agreement, files all the additional information and makes all the clarifications requested by the Board of Directors.

The board of directors shall resolve any authorization request it receives pursuant to the terms of our bylaws within 90 calendar days following the delivery of the request or on the date in which such request is finalized as discussed above.

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The board of directors shall adopt a resolution approving or rejecting the request; provided that if the board of directors does not issue such resolution within the aforementioned 90-calendar days, the request shall be deemed as rejected. In all cases, the board of directors will act in accordance with the guidelines set forth in the second paragraph of the section entitled “Description of the Series A Shares and Bylaws—Restrictions on the Transfer of Shares—General Provisions” below and shall justify their decision in writing.

(i)

To consider a meeting of the board of directors duly convened, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the attendance of at least 66% of incumbent directors or their alternates is required. Such resolutions will be valid and adopted when approved by 66% of the members of the Board of Directors.

(ii)

In the event that the board of directors authorizes the requested Acquisition or the execution of a proposed Voting Agreement, and such Acquisition or agreement results or would be likely to result in (a) the acquisition of 30% or more of our capital stock or, but without involving a change of control, in addition to any authorization requirement established in our bylaws, the person or group intending to carry out the Acquisition or enter into the Voting Agreement the acquisitions of shares or the conclusion of the respective Voting Agreement which is the object of the authorization, shall first execute a tender offer for the greater of (i) the percentage of the Company’s capital stock equivalent to the proportion of Shares in circulation that is intended to be acquired or (ii) 10% of the Company’s capital stock, under the authorized conditions resolved by the board of directors, or (b) a change of control, in addition to any authorization requirement established in our bylaws, the person or group, intending to carry out the Acquisition or execute the Voting Agreement, shall first execute a tender offer for 100% of our outstanding Shares, under the authorized conditions resolved by the board of directors. The tender offer referred to in the paragraph above shall be completed within 90 calendar days following the date on which the authorization was granted by the Board of Directors; provided that such term may be extended by an additional 60 calendar days in the event that any relevant governmental authorizations required for such purposes are pending.

The price to be paid for each of the shares will be the same, regardless of their class or series.

In the event that the board of directors receives, prior to or at the completion of the Acquisition or the execution of a Voting Agreement, an offer from a third party, stated in a request to carry out an Acquisition of at least the same amount of shares, on better terms for the owners and shareholders of the Company (including type of compensation and price), the board of directors will have the authority to consider, after the submission of both requests, and to authorize such a second request, suspending the authorization previously granted; provided that any approval shall have no effects on the obligation of carrying out a tender offer in accordance with our bylaws and applicable law.

(i)

Acquisitions that do not result in (i) the acquisition of 20% of our capital stock or (ii) a change of control or (iii) the acquisition of significant influence regarding the Company may be registered in our stock registry book after authorization by the board of directors and the completion of such transactions. Acquisitions or Voting Agreements that result in (i) or (ii) above, may be registered in our stock registry book upon the completion of a tender offer pursuant to the terms discussed above. Consequently, in such case it will not be possible to exercise the rights arising from the shares until such tender offer is concluded.

(ii)

The board of directors may deny authorization for a requested Acquisition or for the execution of a proposed Voting Agreement, in which case it will inform, in writing, the basis and reasons for such denial. The requesting party will have the right to request and hold a meeting with the board of directors, or with an ad-hoc committee appointed thereby, to explain, extend or clarify the terms of its request, as well as communicate its position in writing to the board of directors.

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General Provisions

For the purposes herein, it is to be understood that shares belong to the same person, when such shares are (i) owned by any related person or (ii) owned by any entity, provided that such entity is owned by the aforementioned person. Likewise, a person or group that acted jointly or coordinated with others to acquire shares, regardless of the legality of such transaction, whether through simultaneous or successive transactions will be deemed as the same person for the purposes herein. The board of directors will determine if one or more persons that intend to acquire shares or execute Voting Agreements shall be considered as the same person for the purposes set forth herein.

In its assessments of authorization requests, the board of directors shall take into consideration the following factors and any other as deemed pertinent, acting in good faith and in the best interests of our Company and shareholders and in compliance with their duties of loyalty and diligence pursuant to the terms of the Mexican Securities Market Law and our bylaws: (i) the price offered by the potential buyer and the type of compensation planned as part of such offer; (ii) any other relevant terms or conditions included in such offer such as to the viability of the offer and the origin of the funds to be used for the acquisition; (iii) the credibility, solvency and reputation of the potential buyer; (iv) the effect of the proposed Acquisition or the proposed Voting Agreement on our business, including our financial and operational position as well as our business prospects; (v) potential conflicts of interest (including those where the person making the request is a competitor, or an affiliate of a competitor, as described in the paragraphs above) in the event that the Acquisition or Voting Agreement is not with regard to 100% of the shares; (vi) the reasons stated by the requestor to carry out the Acquisition or execute the Voting Agreement; and (vii) the quality, precision and truthfulness of the information provided in the request.

If the Acquisition or the execution of a Voting Agreement is to occur, without first receiving authorization in advance and in writing from the board of directors, the shares part of such Acquisition or in connection with such Voting Agreement will not be granted any rights to vote in any general shareholders’ meeting and will be made at the buyer’s, group of buyers’ or parties’ to the relevant contract, agreement or covenant own liability. The shares part of such Acquisition or Voting Agreement that has not been approved by the board of directors shall not be registered in our stock registry book, the entries made beforehand shall be canceled and we shall not acknowledge or give any value to the records or listings as described in Article 290 of the Mexican Securities Market Law, or any other provision which might replace it from time to time and other applicable law, and they shall not be considered as proof of ownership of shares or grant attendance rights for general shareholders’ meetings and shall give no legitimacy for the exercise of any legal action, including those of a procedural nature.

The authorizations granted by the board of directors described above will have no effect if the information and documentation on which the authorization was based and granted is not true, complete and/or legal.

In the event of any failure to comply with what is set forth above, the board of directors may adopt, among others, the following measures: (i) the rescission of the transactions, with mutual restitution to the parties thereto, or (ii) the sale of the shares part of such Acquisition, to a third party approved by the board of directors at the minimum reference price as determined by the Board of Directors.

The above shall not be applicable to (i) share acquisitions through inheritance or legacy or to affiliates or vehicles wholly controlled by the person or entity carrying out the transfer, (ii) share acquisition or the execution of a Voting Agreement by us, or by a trust formed by us, (iii) share acquisition made by Strategic Partner or (iv) the transfer into a control trust or similar entity which the shareholders may form at the time of an initial public offering of our shares in Mexico.

The above applies in addition to the statutes and general rules regarding the acquisition of securities in the markets in which the shares, other securities related thereto or rights derived therefrom are listed. In the event that our bylaws run counter, in part or in whole, to any laws or general provisions thereof, then such laws shall prevail.

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These provisions of our bylaws will be registered with the public registry of commerce of our domicile and shall be transcribed in the share certificates representing our capital stock in order to be opposable vis-à-vis third parties. The provisions included of our bylaws described above with respect to restrictions on transfers of shares may only be amended or removed from the bylaws by resolution upon approval of at least 95% of the Company’s shares at the time of such resolution.

Delisting or Cancellation of the Registration of the Shares with the RNV

In the event that we decide to cancel the registration of our series A shares before Mexico’s National Securities Registry by resolution adopted at an extraordinary general shareholders’ meeting, upon approval of at least 95% of our capital stock or if our registration is canceled by resolution of the CNBV after this offering is completed, prior to such cancellation, we shall make a tender offer within a maximum period of 180 calendar days beginning at the time in which the demand or authorization from the CNBV, as the case may be, becomes effective, in accordance with Article 108 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law. That offer shall be extended solely to those persons who do not belong to the group of shareholders that exercises control over us. Shareholders exercising control (as defined in the Mexican Securities Market Law) will be collaterally liable to the Company for carrying out a tender offer of the outstanding Shares in the event of our liquidation or a cancellation request from the CNBV.

In accordance with Article 108 of the Mexican Securities Market Law and Article 101 of the Mexican Securities Market Law, our board of directors shall prepare, no later than the tenth Business Day after the beginning of the public tender offer, a hearing of the Audit and Corporate Practices Committee, and shall disclose to the investing public, its opinion with respect to the price of the public tender offer and the conflict of interests that, as the case may be, each of the members of the board of directors has in connection with the offering. Such opinion may be accompanied with another one issued by an independent expert. Likewise, the members of the board of directors and the Chief Executive Officer of the Company shall disclose to the public, along with the aforementioned opinion, the decision they will take with respect to the shares of the Company they own and the derivative securities of the Company they own.

Loss of Rights over the Shares

We are incorporated under the laws of Mexico. As required by Mexican law, any non-Mexican who, either at the time of our incorporation or at any time thereafter, acquires shares or any interest, formally undertakes, before the Ministry of Foreign Affairs, to be considered as a Mexican national with respect to its interests in the Company, as well as the property, rights, concessions, participation or interests held by the Company, and the rights and obligations deriving from the agreements to which the Company is a party, and further undertakes not to invoke the protection of its home government with respect to such interest. Upon the breach of such undertaking, such person is under penalty of forfeiting such shares or interests in favor of the Mexican government. Mexican law requires that such a provision be included in the bylaws of all Mexican corporations unless such bylaws or applicable law prohibit ownership of shares by non-Mexican persons.

Reductions of our capital stock may be resolved to absorb losses in the event that any shareholder exercises its right of separation in terms of Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law.

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DESCRIPTION OF THE AMERICAN DEPOSITARY SHARES

American Depositary Shares

The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will represent one series A share (or a right to receive one series A share) deposited with , as custodian for the depositary in Mexico. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The deposited series A shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.

The way in which you own your ADSs (e.g., in a brokerage account versus a registered holder or as a holder of certificated versus uncertificated ADSs) may affect your rights and obligations, and the manner in which, and to the extent which, the depositary bank’s services are available to you. As a holder of ADSs, you may hold ADSs either (a) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (b) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also referred to as DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes that you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out about those procedures.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Mexican law governs shareholder rights. The depositary will be the holder of the series A shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders, and all other persons indirectly holding or beneficially owning ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. To exercise any shareholder rights directly, you will, as an ADS holder, need to surrender your ADSs and become a direct shareholder.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Directions on how to obtain copies of those documents are provided under “Where You Can Find More Information.”

Dividends and Other Distributions

How will you receive dividends and other distributions on the series A shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of series A shares your ADSs represent. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations.

Cash. Whenever we make a cash distribution in respect of the securities on deposit with the custodian, we will deposit the funds with the custodian. The depositary will convert any cash dividend or other cash distribution we pay on the series A shares into U.S. Dollars, if such conversion is permitted under applicable foreign exchange regulations in place at such time, and if it can do so on a reasonable basis and can transfer the U.S. Dollars to the United States. If that is not possible or if any governmental approval is needed and cannot be

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obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. The depositary will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any fees, expenses, withholding taxes, or other governmental charges that must be paid or that are payable by the holders under the terms of the deposit agreement will be deducted. See “Taxation.” The depositary will distribute only whole U.S. Dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them.

The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of series A shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary.

U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

Other distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on series A shares or any value for them if it is illegal or impractical for us to make them available to you.

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Deposit, Withdrawal and Cancellation

How are ADSs issued?

Upon completion of the global offering, the series A shares being offered pursuant to this prospectus will be deposited by us at the account of the custodian in Indeval. Upon receipt of confirmation of such deposit, the depositary will deliver ADSs to the international underwriters named in this prospectus.

After the closing of the global offering, the depositary will deliver ADSs on your behalf if you or your broker deposits series A shares with the custodian. Upon payment of any fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the series A shares have been duly transferred to the custodian. The depositary bank will only deliver whole ADSs.

When you make a deposit of series A shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

•

The series A shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained;

•

all preemptive (and similar) rights, if any, with respect to such series A shares have been validly waived or exercised;

•

you are duly authorized to deposit the series A shares; and

•

the series A shares presented for deposit will not be “restricted securities” (as defined in the deposit agreement).

If any of the representations or warranties are incorrect in any way, we and the depositary bank may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian; provided that our series A shares deposited in Indeval may only be delivered to an account opened in such institution by an authorized financial institution. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities, and such delivery would be made to an account in Indeval if the deposited securities are held in such institution.

The depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the series A shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations.

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Your Right to Receive the Shares Underlying your ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:

•

when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;

•

when you owe money to pay fees, taxes and similar charges; or

•

when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do you vote?

ADS holders may instruct the depositary to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and arrange to deliver or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

The depositary will try, as far as practical, subject to the laws of Mexico and of our bylaws or similar documents, to vote or to have its agents vote the series A shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote in accordance with instructions received from ADS holders or as described in the following sentence. If (i) we asked the depositary to solicit your instructions at least 40 days before the meeting date, (ii) the depositary does not receive voting instructions from you by the specified date and (iii) we confirm to the depositary that:

•

we wish to receive a proxy to vote uninstructed shares;

•

we reasonably do not know of any substantial shareholder opposition to a particular question; and

•

the particular question is not materially adverse to the interest of shareholders,

the depositary will consider you to have authorized and directed it to give, and it will give, a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs as to that question.

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We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, only if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 40 days in advance of the meeting date. For the avoidance of doubt, if we do not request the depositary to act, we will only be required to give the depositary such notice and details at least 15 days in advance.

Fees and Expenses


*Persons depositing or withdrawing shares or ADS holders must pay:*		*For:*
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

US$.05 (or less) per ADS		Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs		Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders

US$.05 (or less) per ADS per calendar year		Depositary services

Registration or transfer fees		Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Expenses of the depositary		Cable and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes		As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities		As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for

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services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. We, the depositary bank and the custodian may withhold or deduct from any distribution the taxes and governmental charges payable by holders and the depositary may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

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If there are no deposited securities underlying ADSs, including if the deposited securities are canceled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if

•

60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

•

we delist the ADSs from an exchange on which they were listed and do not list the ADSs on another exchange;

•

we appear to be insolvent or enter insolvency proceedings;

•

all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

•

there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

•

there has been a replacement of deposited securities.

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADS holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

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Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

(i)

are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;

(ii)

are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care and effort from performing our or its obligations under the deposit agreement;

(iii)

are not liable if we or it exercises discretion permitted under the deposit agreement;

(iv)

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

(v)

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

(vi)

may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;

(vii)

are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

(viii)

the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

(i) payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

(ii) satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

(iii) compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, or Profile, will apply to the ADSs. DRS is a

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system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement, will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Jury Trial Waiver

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our series A shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.

However, you will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

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TAXATION

Mexican Tax Considerations

General

The following summary of the Mexican federal income tax consequences of the purchase, ownership and disposition of our series A shares or ADSs, is based upon the federal tax laws of Mexico as in effect on the date of this prospectus, which are subject to change. Mexico has also entered into and is negotiating several tax treaties with other countries, that may have an impact on the tax treatment of the purchase, ownership and disposition of our series A shares or ADSs.

This summary is not a comprehensive discussion of all the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to Non-Mexican Holders that acquired our series A shares or ADS in this offering and does not address tax consequences to Holders that are regarded as residents of Mexico for tax purposes, Holders who may be subject to special tax rules, such as tax exempt entities, entities or arrangements that are treated as disregarded for Mexican or other jurisdictions’ income tax purposes, persons or related persons under the Mexican Securities Market Law that own or are treated as owning, either, 10% or more of our stock by vote or value, or the control of our Company, or persons owning our shares before they were originally registered in the RNV maintained by the CNBV. Moreover, this summary does not address the applicable tax treatment in Mexico for transactions not conducted through an authorized Mexican or international recognized stock markets, nor through registered or protected transactions.

For purposes of this summary, an “International Holder” is the holder of our series A shares or ADSs that is not regarded as resident of Mexico under current domestic tax laws.

You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the series A shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.

This description assumes that you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out about those procedures.

ADSs

In accordance with provisions of the current Tax Miscellaneous Resolution ADSs would be regarded as securities that exclusively represent our series A shares which are registered in the RNV maintained by the CNBV; therefore, should be treated as placed among the investing public at large (“ colocadas entre el gran público inversionista ”).

Taxation of Dividends

Gross amount of any distribution of cash or property with respect to our series A shares or ADSs that is paid out of our current or accumulated earnings and profits are subject to a 10% withholding income tax which would be withheld by the Mexican custodian in INDEVAL. Withholding tax would be computed on the peso denominated amount distributed as dividend.

Mexican custodians in INDEVAL are obliged to issue tax receipts for taxes withheld on dividend distributions which will be issued under the name of the depositary in case of ADSs or brokers where International Holders maintain their global accounts to hold our series A shares.

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The 10% withholding tax rate may be reduced under certain tax treaties entered by Mexico with other countries, if formal requirements are complied with and disclosure is made to the Mexican custodian by the depositary or the broker with respect to the effective beneficiary of the dividend income. A 5% withholding tax rate may apply for International Holders that are U.S. companies that are resident for tax purposes in the U.S. and that are entitled to access U.S.-Mexico Tax Treaty benefits, to the extent such International Holders own 10% or more of the voting shares of the Company.

Taxation of Dispositions of Series A Shares or ADSs

The sale or the disposition of series A shares carried out through a Mexican authorized stock exchange market (eg. Bolsa Mexicana de Valores or Bolsa Institucional de Valores ) is exempt from Mexican income tax, as long as the International Holder furnishes an affidavit to its Mexican financial intermediary, stating, under oath, that it is a resident for tax purposes in a country with which Mexico has an income tax treaty in force and provides its tax identification number; otherwise, the Mexican financial intermediary will withhold 10% tax on the capital gain derived from the transaction.

The sale or disposition of ADSs will not be subject to Mexican income tax if the transaction is carried out through NYSE or other recognized markets as defined in the Mexican Federal Tax Code.

Deposits and withdrawals of series A shares by International Holders in exchange for ADSs and the surrender of ADRs to the depositary for exchanging ADRs for uncertificated ADSs will not result in the realization of gain or loss for Mexican income tax purposes.

In the event that the sale or the disposition of series A shares were to be carried out other than through a Mexican authorized stock exchange market (eg. Bolsa Mexicana de Valores or Bolsa Institucional de Valores ) such disposition would be subject to a 25% Mexican income tax on the gross proceeds derived from the transaction which should be directly paid by the International Holder before the Mexican tax authorities within the subsequent 15-business days after the transaction is conducted. Alternatively, if formal requirements are complied with, International Holders could elect to compute its tax liability with the 35% income tax on the capital gain. International Holders that are residents of countries with which Mexico has a tax treaty in force may be entitled to benefits that would reduce or eliminate Mexican taxes imposed on the sale or disposition of series A shares if formal requirements are complied with.

Value Added Tax

Dividend distributions, the purchase and the sale or disposition of the series A shares or ADSs are exempt of Value Added Tax.

Other Mexican Taxes

There are currently no Mexican estate, gift, stamp, registration or similar taxes payable with respect to the purchase, ownership or disposition of common shares or ADSs. The inheritance of our series A shares or ADSs received by a non-Mexican resident would be subject to income tax at the rate of 25% on the fair-market-value of the series A shares or ADSs inherited.

United States Federal Income Tax Considerations

The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our series A shares or ADSs by a U.S. Holder (as defined below).

This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial interpretations thereof, in force as of the date hereof, and the Convention

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Between the Government of the United States of America and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income dated September 18, 1992 (as amended by any subsequent protocols) (the “U.S.-Mexico Tax Treaty”). Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.

This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold series A shares or ADSs acquired in this offering (or series A shares acquired from the depositary in exchange for such ADSs) as capital assets and does not address tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax exempt entities, entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of our stock by vote or value, persons holding series A shares or ADSs as part of a hedging or conversion transaction or a straddle, or persons whose functional currency is not the U.S. Dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of series A shares or ADSs.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of series A shares or ADSs that is (1) (a) a citizen or resident of the United States, (b) a U.S. domestic corporation or (c) otherwise subject to U.S. federal income taxation on a net income basis in respect of such series A shares or ADSs and (2) fully eligible for benefits under the U.S.-Mexico Tax Treaty.

ADSs

In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying series A shares that are represented by those ADSs.

Taxation of Dividends

Subject to the discussion below under “—Passive Foreign Investment Company Status,” the gross amount of any distribution of cash or property with respect to our series A shares or ADSs (including any amount withheld in respect of Mexican withholding taxes) that is paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend, in the case of series A shares, or the date the depositary receives the dividends, in the case of ADSs, and will not be eligible for the dividends-received deduction allowed to corporations under the Code.

We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.

If you are a U.S. Holder, dividends paid in a currency other than U.S. Dollars generally will be includible in your income in a U.S. Dollar amount calculated by reference to the exchange rate in effect on the day you receive the dividends, in the case of series A shares, or the date the depositary receives the dividends, in the case of series A shares represented by ADSs. Any gain or loss on a subsequent sale, conversion or other disposition of such

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non-U.S. currency by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received as a dividend on the series A shares.

Subject to certain exceptions for short-term positions, the U.S. Dollar amount of dividends received by an individual with respect to the series A shares or ADSs will be subject to taxation at a preferential rate if the dividends are “qualified dividends.” Dividends paid on the series A shares or ADSs will be treated as qualified dividends if:

•

the series A shares or ADSs are readily tradable on an established securities market in the United States or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and

•

we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a “PFIC”).

The ADSs will be listed on the New York Stock Exchange, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the U.S.-Mexico Tax Treaty meets the requirements for reduced rates of taxation, and we believe we are eligible for the benefits of the U.S.-Mexico Tax Treaty. Based on our financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our prior taxable year. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. Holders should consult their own tax advisers regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.

Dividend distributions with respect to our series A shares or ADSs generally will be treated as “passive category” income from sources outside the United States for purposes of determining a U.S. Holder’s U.S. foreign tax credit limitation. Subject to the limitations and conditions provided in the Code and the applicable U.S. Treasury Regulations, a U.S. Holder may be able to claim a foreign tax credit against its U.S. federal income tax liability in respect of any Mexican income taxes withheld at the appropriate rate applicable to the U.S. Holder from a dividend paid to such U.S. Holder. Alternatively, the U.S. Holder may deduct such Mexican income taxes from its U.S. federal taxable income, provided that the U.S. Holder elects to deduct rather than credit all foreign income taxes for the relevant taxable year. The rules with respect to foreign tax credits are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

U.S. Holders that receive distributions of additional series A shares or ADSs or rights to subscribe for series A shares or ADSs as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions, unless the U.S. Holder has the right to receive cash or property, in which case the U.S. Holder will be treated as if it received cash equal to the fair market value of the distribution.

Taxation of Dispositions of Series A Shares or ADSs

Subject to the discussion below under “—Passive Foreign Investment Company Status,” upon a sale, exchange or other disposition of the series A shares or ADSs, U.S. holders will realize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. Dollar value of the amount realized on the disposition and the U.S. holder’s tax basis, determined in U.S. Dollars, in the series A

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shares or ADSs. Such gain or loss generally will be long-term capital gain or loss if the ADS or series A shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.

Gain, if any, realized by a U.S. Holder on the sale or other disposition of the series A shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican or Argentine tax is imposed on the sale or disposition of the shares, a U.S. Holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of such Mexican or Argentine taxes. U.S. Holders should consult their own tax advisors regarding the creditability of any such Mexican or Argentine tax and, more generally, the application of the foreign tax credit rules to their investment in, and disposition of, the series A shares or ADSs.

If a U.S. Holder sells or otherwise disposes of our series A shares or ADSs in exchange for currency other than U.S. Dollars, the amount realized generally will be the U.S. Dollar value of the currency received at the spot rate on the date of sale or other disposition (or, if the shares are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot exchange rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. Dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other disposition and the settlement date. A U.S. Holder will generally have a tax basis in the currency received equal to the U.S. Dollar value of the currency received at the spot rate on the settlement date. Any currency gain or loss realized on the settlement date or the subsequent sale, conversion, or other disposition of the non-U.S. currency received for a different U.S. Dollar amount generally will be U.S.-source ordinary income or loss, and will not be eligible for the reduced tax rate applicable to long-term capital gains. If an accrual basis U.S. Holder makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the series A shares or ADSs.

Deposits and withdrawals of series A shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Passive Foreign Investment Company Status

Special U.S. tax rules apply to companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if, taking into account our proportionate share of the income and assets of our subsidiaries under applicable “look-through” rules, either

•

75 percent or more of our gross income for the taxable year is passive income; or

•

the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50 percent.

For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income.

Although we do not believe that we are a PFIC in the current taxable year and do not anticipate becoming a PFIC in the foreseeable future, the determination whether we are a PFIC must be made annually based on the facts and circumstances at that time, some of which may be beyond our control, such as the valuation of our assets, including goodwill and other intangible assets, at the time. Accordingly, we cannot be certain that we will not be a PFIC in the current year or in future years. If we are classified as a PFIC, you will generally be subject to a special tax at ordinary income tax rates on “excess distributions” (generally, any distributions that you receive

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in a taxable year that are greater than 125 percent of the average annual distributions that you have received in the preceding three taxable years, or your holding period, if shorter), and gains that you recognize on the disposition of your series A shares or ADSs. Under these rules (a) the excess distributions or gains will be allocated ratably over your holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of a step-up in the basis of your series A shares or ADSs at death.

If you are a U.S. Holder that owns an equity interest in a PFIC, you generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of your taxable years for which such form is required to be filed. As a result, the taxable years with respect to which you fail to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.

You should consult your own tax advisor regarding the U.S. federal income tax considerations discussed above and the consequences to you if we are treated as a PFIC.

Foreign Financial Asset Reporting.

Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. The understatement of income attributable to “specified foreign financial assets” in excess of US$5,000 extends the statute of limitations with respect to the tax return to six years after the return was filed. U.S. Holders who fail to report the required information could be subject to substantial penalties. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.

Backup Withholding and Information Reporting

Dividends paid on, and proceeds from the sale or other disposition of, the series A shares or ADSs to a U.S. Holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the U.S. Internal Revenue Service in a timely manner.

A holder that is not a U.S. Holder may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

Argentine Tax Considerations

On December 27, 2017, the Argentine Congress approved a comprehensive tax reform. The tax reform was enacted through Law No. 27,430 which became effective as of January 1, 2018.

The tax reform imposes, among other things, a capital gains tax on the sale or transfer by non-Argentine residents of shares or other participations in foreign entities when the following two conditions are met: (i) 30%

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or more of the market value of the foreign entity is, at the moment of the sale or at any point in the 12 months prior to the sale, derived from assets located in Argentina, and (ii) the participation being transferred represents (at the moment of the sale or transfer or during the 12 prior months) 10% or more of the equity of the foreign entity (please note that Argentine regulations foresee that, in certain cases, shares sold by related persons must be aggregated for this purpose). The applicable tax rate would generally be 15% (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) of the proportional value that corresponds to the Argentine assets. This tax on indirect transfers only applies to participations in foreign entities acquired after the effective date of the tax reform.

Since our Argentine assets currently represent more than 30% of the value of our total assets on a consolidated basis, a holder that sells or transfers our common shares, acquired after January 1, 2018, could be subject to the Argentine capital gains tax to the extent the mentioned requisites are met.

Argentine holders are encouraged to consult a tax advisor as to the particular Argentine tax consequences derived from the holding of, and any transactions relating to, the ADSs and series A shares.

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UNDERWRITING

The offering consists of a total of A shares represented by ADSs, through the underwriters in the United States and countries other than Mexico.

Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as joint global coordinators and joint bookrunners of the offering and as representatives of the underwriters named below.

Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of series A shares represented by ADSs, set forth opposite each underwriter’s name.


Underwriter		Number of ADS
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC.

Total

The underwriting agreement provides that the obligations of the underwriters to purchase the series A shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the series A shares (other than those covered by the over-allotment option described below) if they purchase any of the series A shares.

ADSs sold by the underwriters to the public will initially be offered at the initial public offering prices set forth on the cover of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed US$ per ADS. If all of the ADSs are not sold at the initial offering prices, the representatives may change the public offering prices and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional ADSs, at the public offering price less the underwriting discounts and commissions. To the extent the option is exercised, each underwriter must purchase a number of additional ADSs approximately proportionate to that underwriter’s initial purchase commitment. Any ADSs issued or sold under the option will be issued and sold on the same terms and conditions as the other ADSs that are the subject of this international offering.

Prior to this international offering, there has been no public market for the ADSs. Consequently, the initial public offering price for the ADSs was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the ADSs will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in the ADSs will develop and continue after this offering.

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The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the over-allotment option by the underwriters.


	No Exercise	Full Exercise
Per series A share ⁽¹⁾	US$	US$
Per ADS	US$	US$

Total	US$	US$

⁽¹⁾	Based on the exchange rate of Ps. per US$1.00 reported by the Mexican Central Bank on , 2018.

We estimate that our portion of the total expenses of this offering will be US$ . We have also agreed to reimburse the underwriters for certain expenses in connection with the offering in an amount of up to US$ .

In connection with the offering, the underwriters may purchase and sell ADSs and series A shares in the open market. Purchases and sales of ADSs or series A shares in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option, and stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of ADSs and series A shares than they are required to purchase in the offering.

•

“Covered” short sales are sales of ADSs and series A shares in an amount up to the number of ADSs and series A shares represented by the underwriters’ over-allotment option.

•

“Naked” short sales are sales of ADSs and series A shares in an amount in excess of the number of ADSs and series A shares represented by the international underwriters’ over-allotment option.

•

Covering transactions involve purchases of ADSs and series A shares either pursuant to the international underwriters’ over-allotment option or in the open market in order to cover short positions.

•

To close a naked short position, the international underwriters must purchase ADSs and series A shares in the open market. A naked short position is more likely to be created if the international underwriters are concerned that there may be downward pressure on the price of the ADSs and series A shares in the open market after pricing that could adversely affect investors who purchase in the international offering.

•

To close a covered short position, the international underwriters must purchase ADSs and series A shares in the open market or must exercise the over-allotment option. In determining the source of ADSs and series A shares to close the covered short position, the international underwriters, as applicable, will consider, among other things, the price of ADSs and series A shares available for purchase in the open market as compared to the price at which they may purchase ADSs and series A shares through the over-allotment option.

•

Stabilizing transactions involve bids to purchase ADSs and series A shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the international underwriters (as applicable) for their own accounts, may have the effect of preventing or retarding a decline in

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the market price of the ADSs and series A shares. They may also cause the price of the ADSs and series A shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The international underwriters, as applicable, may conduct these transactions on the New York Stock Exchange or the Mexican Stock Exchange, as applicable, or in the over-the-counter market, or otherwise. If the international underwriters commence any of these transactions, they may discontinue them at any time.

With respect to the Mexican offering, subject to the terms and conditions set forth in the Mexican underwriting agreement (contrato de colocación) to be dated on or around the date of this prospectus, each Mexican underwriter named below has agreed, severally and not jointly, to place in Mexico the number of Series A Shares as set forth in the table below:


Mexican Underwriters		Number of Series A Shares
Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Citibanamex
Casa de Bolsa Credit Suisse (Mexico), S.A. de C.V., Grupo Financiero Credit Suisse (Mexico)
Total

A prospectus in Spanish pursuant to Mexican law has been prepared and will be used in connection with the Mexican offering. The underwriters and Mexican underwriters have entered into an agreement among themselves dated the date of this prospectus setting out certain mechanics of the global offering.

Conflicts of Interest

The international underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The international underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the international underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, affiliates of some of the international underwriters are lenders, and in some cases agents or managers for the lenders, under our Syndicated Loan. Certain of the international underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would include these international underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The international underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the international underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the international underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in the European Economic Area

The ADS are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a

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person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the ADS or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the ADS or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

We have not authorized and do not authorize the making of any offer of shares through any financial intermediary on our behalf, other than offers made by the international and the Mexican underwriters with a view to the final placement of the ADS as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the international and the Mexican underwriters, as applicable, is authorized to make any further offer of the shares on behalf of us, the international or the Mexican underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons who (i) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of Financial Services and Markets Act 2000) in connection with the offering and sale of the ADS may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This prospectus and its contents are confidential and shall not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the ADSs and series A shares described in this prospectus has been submitted to the clearance procedures of the Autorité des marchés financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des marchés financiers . The ADS and the series A shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the ADS and series A shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the ADS and the series A shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors (cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with Articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Réglement G’en’eral ) of the Autorité des marchés financiers , does not constitute a public offer ( appel public à l’épargne ).

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The ADS may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

Notice to Prospective Investors in Hong Kong

The ADS may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the ADS and series A shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to the ADS which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

ADS offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. ADS have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law, and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADS may not be circulated or distributed, nor may the ADS be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the ADS are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant to an offer made under Section 275 of the SFA except:

(1)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

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(2)

where no consideration is or will be given for the transfer;

(3)

where the transfer is by operation of law;

(4)

as specified in Section 276(7) of the SFA; or

(5)

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (the “CMP Regulations 2018”), we have determined the classification of the ADS and series A shares as prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations in Investment Products).

Notice to Canadian Residents

Resale Restrictions

The distribution of ADSs in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of ADSs in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.

Representations of Canadian Purchasers

By purchasing ADSs in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•

the purchaser is entitled under applicable provincial securities laws to purchase ADS without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106–Prospectus Exemptions,

•

the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations,

•

where required by law, the purchaser is purchasing as principal and not as agent, and

•

the purchaser has reviewed the text above under Resale Restrictions.

Notice to Prospective Investors in Switzerland

The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering of the ADSs has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of the ADSs will not be supervised by, the Swiss Financial Market Supervisory

256

Authority, and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

Notice to Prospective Investors in Ireland

This offer is not being made, directly or indirectly, to the public in Ireland and no offers or sales of any securities under or in connection with the Offer may be effected in Ireland except in conformity with the provisions of Irish law including, but not limited to, (i) the Companies Act 2014, (ii) the Prospectus Directive and any rules issued under Section 1363 of the Companies Act 2014 by the Central Bank of Ireland, (iii) the European Communities (Markets in Financial Instruments) Regulations 2017 or any codes of conduct issued in connection therewith, and the provisions of the Investor Compensation Act 1998 (as amended), (iv) the European Union (Market Abuse) Regulations 2016 and any rules issued under Section 1370 of the Companies Act 2014, and (v) the Central Bank Acts 1942 to 2015 and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989 (as amended).

Notice to Prospective Investors in Chile

Pursuant to Law No. 18,045 of Chile (the securities market law of Chile) and Rule ( Norma de Carácter General ) No. 336, dated June 27, 2012 (Rule 336), issued by the Superintendency of Securities and Insurance of Chile ( Superintendencia de Valores y Seguros de Chile , or ‘‘SVS’’), the ADSs and series A shares may be privately offered in Chile to certain ‘‘qualified investors’’ identified as such by Rule 336 (which in turn are further described in rule No. 216, dated June 12, 2008, of the SVS).

Rule 336 requires the following information to be provided to prospective investors in Chile:

Date of commencement of the offer of the ADSs in Chile: , 2019.

The offer of the ADSs is subject to Rule 336.

The offering of the ADSs is not registered with the Securities Registry ( Registro de Valores ) of the SVS nor with the foreign securities registry ( Registro de Valores Extranjeros ) of the SVS and as such;

The ADSs are not subject to the oversight of the SVS; and

The issuer of the ADSs is not subject to the obligation to make publicly available information about the ADSs in Chile.

The ADSs may not be subject to public offering in Chile unless and until they are registered with the relevant Securities Registry of the SVS.

Los Valores se ofrecen privadamente en Chile de conformidad con las disposiciones de la Ley N ^o 18.045 de Mercado de Valores, y la Norma de Carácter General N ^o 336 de 27 de junio de 2012 (‘‘NCG 336’’) emitida por la Superintendencia de Valores y Seguros de Chile.

En cumplimiento de la NCG 336, la siguiente información se proporciona a los potenciales inversionistas residentes en Chile.

La oferta de estos valores en Chile comienza el día de de 2019.

La oferta se encuentra acogida a la NCG 336.

La oferta versa sobre valores que no se encuentran inscritos en el Registro de Valores ni en el Registro de Valores Extranjeros que lleva la Superintendencia de Valores y Seguros, por lo que:

Los valores no están sujetos a la fiscalización de esa Superintendencia; y

257

El emisor de los valores no está sujeto a la obligación de entregar información pública sobre los valores ofrecidos.

Los valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.

Notice to Prospective Investors in Brazil

The ADSs have not been and will not be issued nor publicly placed, distributed, offered or negotiated in the Brazilian capital markets. The issuance of the ADSs has not been nor will be registered with the Securities Commission of Brazil ( Comissão de Valores Mobiliários, or “CVM”). Any public offering or distribution, as defined under Brazilian laws and regulations, of the ADSs in Brazil is not legal without prior registration under Law No. 6,385/ of December 7, 1976, as amended, and Instruction No. 400, issued by the CVM on December 29, 2003, as amended. Documents relating to the offering of the ADSs, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the ADSs is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the ADSs to the public in Brazil. Therefore, each of the initial purchasers has represented, warranted and agreed that it has not offered or sold, and will not offer or sell, the ADSs in Brazil, except in circumstances which do not constitute a public offering, placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian laws and regulations. Persons wishing to offer or acquire the ADSs within Brazil should consult with their own counsel as to the applicability of registration requirements or any exemption therefrom.

Notice to Prospective Investors in Argentina

The ADSs have not been registered with the Comisión Nacional de Valores and may not be offered publicly in Argentina. The ADSs may not be publicly distributed in Argentina. Neither we nor the underwriters will solicit the public in Argentina in connection with this prospectus. Argentine holders are encouraged to consult a tax advisor as to the particular Argentine tax consequences derived from the holding of, and any transactions relating to the ADSs.

Notice to Prospective Investors in Colombia

The ADSs will not be authorized by the Colombian Superintendency of Finance ( Superintendencia Financiera de Colombia ) and will not be registered under the Colombian National Registry of Securities and Issuers ( Registro Nacional de Valores y Emisores ), and, accordingly, the ADSs will not be offered or sold to persons in Colombia except in circumstances which do not result in a public offering under Colombian law.

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GLOBAL OFFERING EXPENSES

We estimate that our expenses in connection with the global offering, other than underwriting discounts and commissions, will be as follows:


		Amount To Be paid
Commission registration fee		US$
NYSE listing fee
FINRA filing fee
Mexican fees, including Mexican Stock Exchange listing fee
Printing expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous

Total		US$

All amounts in the table are estimated except the Commission registration fee, the NYSE listing fee, the FINRA filing fee and the Mexican Stock Exchange listing fee.

The expenses will be borne by us.

The total underwriting discounts and commissions that we are required to pay will be US$ , or % of the gross proceeds of the global offering to us or US$ , or % if the underwriters exercise their over allotment options in full. We have also agreed to reimburse the underwriters for certain expenses in connection with the offering in an amount of up to US$ .

259

LEGAL MATTERS

The validity of the series A shares and certain legal matters governed by Mexican law will be passed upon for us by Creel, García-Cuellar, Aiza y Enríquez, S.C., and certain legal matters governed by Mexican law will be passed upon for the international underwriters by Galicia Abogados, S.C. Certain legal matters governed by U.S. federal law will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, and for the international underwriters by Shearman & Sterling LLP.

260

EXPERTS

The consolidated financial statements of Vista Oil & Gas, S.A.B. de C.V. and its subsidiaries as of December 31, 2018, and for the period from April 4, 2018 to December 31, 2018 and the consolidated statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows of Petrolera Entre Lomas S.A. for the period from January 1, 2018 to April 3, 2018, included in this prospectus have been audited by Mancera, S.C., independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in auditing and accounting.

The financial statements of Vista Oil & Gas Argentina S.A. (formerly known Petrolera Entre Lomas S.A. or PELSA) as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 included in this prospectus have been so included in reliance on the report (which contains an “Other Matter” paragraph that explains the reasons why the opinion on the accompanying financial statements, as presented herein, is different from that expressed in the previous report dated January 23, 2019) of Price Waterhouse & Co. S.R.L, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of APCO Oil & Gas International, Inc. Argentina Branch as of April 3, 2018 and for the period beginning January 1, 2018 and ended on April 3, 2018 appearing in this prospectus have been audited by Pistrelli, Henry Martin y Asociados S.R.L., independent auditors, as set forth in their report thereon (which includes a qualified opinion due to the omission of presentation of comparative financial information required by IFRS) appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of APCO Oil and Gas International, Inc. Argentina Branch as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 included in this prospectus have been so included in reliance on the report (which contains a qualification relating to the omission of comparative financial information) of Price Waterhouse & Co. S.R.L, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The combined abbreviated statements of Revenues and Direct Operating Expenses of Jagüel de los Machos and 25 de Mayo-Medanito SE oil exploitation concessions for the period from January 1, 2018 to April 3, 2018 appearing in this prospectus have been audited by Pistrelli, Henry Martin y Asociados S.R.L., independent auditors, as set forth in their report (which contains an emphasis of a matter paragraph explaining that these financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission are not intended to be a complete financial statement presentation of such properties) thereon appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The combined abbreviated statements of Revenues and Direct Operating Expenses of Jagüel de los Machos and 25 de Mayo-Medanito SE oil exploitation concessions for the year ended December 31, 2017 included in this prospectus have been so included in reliance on the report (which contains an emphasis of a matter paragraph explaining that these special purpose financial statements are not intended to be a complete presentation of the financial position, results of operations, or cash flows of such properties) of Price Waterhouse & Co. S.R.L, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

261

The information included in this prospectus regarding estimated quantities of proved reserves is derived from estimates of the proved reserves as of December 31, 2018. The proved reserves estimates are derived from the report dated February 13, 2019, the 2018 Reserves Report, prepared by GCA, independent reserves engineers, included as an exhibit to the registration statement of which this prospectus forms a part. The 2018 Reserves Report was prepared by GCA for us, based on information provided by the previous owners of the blocks acquired by us and presents an appraisal as of December 31, 2018 of oil and gas reserves located in the Entre Lomas, Bajada del Palo, Agua Amarga, Águila Mora, Coirón Amargo Norte, Coirón Amargo Sur Oeste, Acambuco, Sur Río Deseado Este, Jagüel de los Machos, 25 de Mayo-Medanito blocks in Argentina, all of which were acquired by us pursuant to the Initial Business Combination.

262

ENFORCEABILITY OF CIVIL LIABILITIES

We are a publicly traded stock corporation with variable capital ( sociedad anónima bursátil de capital variable ) organized under the laws of Mexico. A majority of the members of our Board of Directors and Management Team, our advisors independent auditors and experts named in this prospectus reside or are based outside the United States. All of our assets and the assets of our subsidiaries are located, and all of our revenues and the revenues of our subsidiaries are derived from, sources outside the United States, particularly in Mexico and Argentina. Consequently, it may not be possible for you to effect service of process within the United States or any other jurisdiction outside of Mexico and/or Argentina upon such persons or us, or to enforce against them, or us, in courts of any jurisdiction outside of Mexico and/or Argentina judgments predicated upon the laws of any such jurisdiction, including any judgment predicated upon the civil liability provisions of the United States federal and state securities laws of the United States. Because judgments of U.S. courts or courts of other jurisdictions outside of Mexico and/or Argentina for civil liabilities based upon foreign laws of other jurisdictions outside Mexico and/or Argentina may only be enforced in Mexico and/or Argentina if certain requirements are met, you may face greater difficulties in protecting your interests through actions against us, our directors or the members our Management Team than would shareholders of a corporation incorporated in the United States or in other jurisdictions outside of Mexico. We have appointed Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711, as our agent to receive service of process with respect to any action brought against us in any federal or state court in the State of New York arising from this public offering.

We have been advised by our special Mexican counsel, Creel, García-Cuellar, Aiza y Enríquez, S.C., that no treaty is currently in effect between the United States and Mexico that covers the reciprocal enforcement of judgments issued in the other country. Generally, Mexican courts would enforce final judgments rendered in the United States if certain requirements are met, including the review in Mexico of the U.S. judgment to ascertain compliance with certain basic principles of due process and the non-violation of Mexican law or public policy ( orden público ), provided that U.S. courts would grant reciprocal treatment to Mexican judgments. Additionally, there is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated, in whole or in part, on U.S. federal securities laws and as to the enforceability in Mexican courts of judgments of U.S. courts obtained in actions predicated on the civil liability provisions of U.S. federal securities laws.

We have been advised by our Argentine counsel, Bruchou, Fernández Madero & Lombardi, that the judgments of United States courts for civil liabilities based upon the federal securities laws of the United States may be enforced in Argentina, subject to the requirements described below, provided that an Argentine court will not order the attachment on any property located in Argentina and determined by such court to be essential for the provision of public services. A judgment against us obtained outside Argentina would be enforceable in Argentina without reconsideration of the merits.

Enforcement of foreign judgments would be recognized and enforced by the courts in Argentina provided that the requirements of Articles 517 through 519 of the Argentine Civil and Commercial Procedure Code (if enforcement is sought before federal courts or any other requirements applicable in the relevant jurisdiction) are met, which are, (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a competent court in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property if such was transferred to Argentine territory during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought must have been duly served with the summons and, in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and must meet authenticity requirements under Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law ( orden público argentino ); and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court.

Any document in a language other than Spanish (including, without limitation, a foreign judgment and other documents related thereto) must be duly legalized and a translation by a sworn public translator into the Spanish

263

language must be submitted to the relevant court. The filing of claims with the Argentine judicial system is subject to the payment of a court tax to be paid by the person filing the claim, which tax rates vary from one jurisdiction to another (the current court tax in the courts sitting in the City of Buenos Aires is levied at a general rate of 3% of the amount claimed in conformity with Article 2 of Argentine Law No. 23,898, as amended). Pursuant to Argentine Law No. 26,589, as amended, certain mediation procedures must be exhausted prior to the initiation of lawsuits in Argentina.

See “Risk Factors—Risks Related to ADSs and the Offering—It may be difficult to enforce civil liabilities against us or our directors or officers.”

264

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement (including amendments and exhibits to the registration statement) with the Commission on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement as well as the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the Commission, including annual reports on Form 20-F and reports on Form 6-K. As we are a foreign private issuer and an EGC, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. The Commission maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. However, we intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each year. We plan to file with the Commission quarterly financial statements that we file with the CNBV and Mexican Stock Exchange as required by Mexican applicable law, and also expect to file annual reports on Form 20-F within the time period required by the Commission.

We will send the depositary a copy of all notices that we give relating to meetings of our shareholders, distributions to shareholders, offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The depositary will make the notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The depositary will mail copies of those notices, reports and communications to you if we ask the depositary to do so and we will furnish sufficient copies of materials for that purpose.

We also file annual and quarterly reports, financial statements, material events and other periodic reports in Spanish with the Mexican Stock Exchange.

265

INDEX TO THE FINANCIAL STATEMENTS


	Page
Consolidated Financial Statements as of December 31, 2018 and for the period beginning April 4, 2018 to December 31, 2018 (Successor) and Financial Statements as of December 31, 2017 and January 1, 2017 and for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 (Predecessor)
Report of Independent Registered Public Accounting Firm		F-3
Reports of the independent registered public accounting firms		F-4
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the period beginning April 4, 2018 to December 31, 2018 (Successor) and Statements of Profit or Loss and Other Comprehensive Income for the period beginning January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 (Predecessor)		F-5
Consolidated Statement of Financial Position as of December 31, 2018 (Successor) and Statements of Financial Position as of December 31, 2017 and January 1, 2017 (Predecessor)		F-6
Predecessor Statements of Changes in Shareholders’ Equity for the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017		F-8
Successor Statement of Changes in Shareholders’ Equity for the period beginning April 4, 2018 through December 31, 2018		F-9
Consolidated Statement of Cash Flows for the period beginning April 4, 2018 to December 31, 2018 (Successor) and Statements of Cash Flows for the period beginning January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 (Predecessor)		F-10
Notes to the Consolidated Financial Statements as of December 31, 2018 and for the period beginning April 4, 2018 to December 31, 2018 (Successor) and the Financial Statements as of December 31, 2017 and January 1, 2017 and for the period beginning January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 (Predecessor)		F -13

APCO Oil and Gas International Inc., Argentina Branch
Financial Statements as of April 3, 2018, December 31, 2017 and January 1, 2017 and for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017
Report of Independent Auditors		F-159
Report of the independent registered public accounting firm		F-161
Statements of Profit or Loss and Other Comprehensive Income for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017		F-162
Statements of Financial Position as of April 3, 2018, December 31, 2017 and January 1, 2017		F-163
Statements of Changes in Head Office Account for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017		F-165
Statements of Cash Flows for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017		F-166
Notes to the financial Statements as of April 3, 2018, December 31, 2017 and January 1, 2018 and for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017		F-168

Jagüel de los Machos and 25 de Mayo – Medanito SE
Combined Abbreviated Statements of Revenues and Direct Operating Expenses for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017
Report of Independent Auditors		F-253
Report of the independent registered public accounting firm		F-255
Combined Statements of Revenues and Direct Operating Expenses for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017		F-256
Notes to Combined Abbreviated Statements of Revenues and Direct Operating Expenses		F-257

F-1


	Page

Vista Oil & Gas, S.A.B. de C.V. (Successor) and Petrolera Entre Lomas S.A. (currently known as Vista Argentina S.A.) (Predecessor)

Condensed Consolidated Interim Financial Statements as of March 31, 2019 and December 31, 2018 and for the three-month period ended March 31, 2019 (Successor) (Unaudited) and Condensed Interim Financial Statements for the three-month period ended March 31, 2018 (Predecessor) (Unaudited)
Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income for the three-month period ended March 31, 2019 (Successor) and Condensed Interim Statement of Profit or Loss and Other Comprehensive Income for the three-month period ended March 31, 2018 (Predecessor) (Unaudited)		F-269
Condensed Consolidated Interim Statement of Financial position as of March 31, 2019 and December 31, 2018 (Successor) (Unaudited)		F-270
Successor Condensed Interim Statement of Changes in Shareholders’ Equity for the three-month period ended March 31, 2019 (Unaudited)		F-272
Predecessor Condensed Interim Statement of Changes in Shareholders’ Equity for the three-month period ended March 31, 2018 (Unaudited)		F-273
Condensed Consolidated Interim Statement of Cash Flows for the three-month period ended March 31, 2019 (Successor) and Interim Statement of Cash Flows for the three-month period ended March 31, 2018 (Predecessor) (Unaudited)		F-274
Notes to the Condensed Consolidated Interim financial Statements as of March 31, 2019 and December 31, 2018 and for the three-month period ended March 31, 2019 (Successor) and Condensed Interim Financial Statements for the three-month period ended March 31, 2018 (Predecessor)		F-277

F-2

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Vista Oil & Gas, S.A.B. de C.V.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial position of Vista Oil & Gas, S.A.B. de C.V. and subsidiaries (“Company” or “Successor”) as of December 31, 2018, and the related consolidated statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the period from April 4, 2018 through December 31, 2018, and the related notes thereto. We have also audited the accompanying statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows of Petrolera Entre Lomas, S.A. (“PELSA” or “Predecessor”) for the period from January 1, 2018 to April 3, 2018.

In our opinion, the Successor consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2018, and the consolidated results of its operations and its cash flows for the period from April 4, 2018 to December 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. In our opinion, the Predecessor financial statements present fairly, in all material respects, the results of the operations and cash flows of PELSA for the period from January 1, 2018 to April 3, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As discussed in Notes 1.1 and 31 to the financial statements, effective April 4, 2018, the Company acquired PELSA, in a transaction accounted for as a business combination. As a result of the acquisition, the consolidated financial information for the Successor period is presented on a different cost basis than that for the Predecessor period and, therefore, is not comparable.

Basis for Opinions

These financial statements are the responsibility of the Company’s management. Our responsibility is to express opinions on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company and PELSA in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Mexico according to the “Codigo de Etica Profesional del Instituto Mexicano de Contadores Publicos”, and in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company and PELSA are not required to have, nor were we engaged to perform an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing opinions on the effectiveness of the Company’s or PELSA’s internal control over financial reporting. Accordingly, we express no such opinions.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinions.

Mancera, S.C.

A member practice of

Ernst & Young Global Limited

/s/ MANCERA, S.C.

We have served as the Company’s auditor since 2017

Mexico City, Mexico

April 5, 2019

F-3

Report of the Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.)

Opinion on the Financial Statements

We have audited the accompanying statements of financial position of Petrolera Entre Lomas S.A. (the “Company”) as of December 31, 2017 and January 1, 2017, and the related statements of profit or loss and other comprehensive income, of changes in shareholders’ equity and of cash flows for the year ended December 31, 2017, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and January 1, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other Matter

In our report dated January 23, 2019, we expressed a qualified opinion that the financial statements as of December 31, 2017 and January 1, 2017, were not presented in accordance with International Financial Reporting Standard 1, First-time Adoption of International Financial Reporting Standards , as they did not include comparative figures, which constituted a departure from International Financial Reporting Standards as issued by the International Accounting Standards Board. The accompanying amended financial statements now include comparative figures. Accordingly, our present opinion on the accompanying financial statements, as presented herein, is different from that expressed in our previous report.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

/s/ Reinaldo Sergio Cravero

Reinaldo Sergio Cravero (Partner)

/s/ Price Waterhouse & Co. S.R.L.

Price Waterhouse & Co. S.R.L.

Buenos Aires, Argentina

January 23, 2019, except with respect to the matter discussed in the “Other Matter” paragraph, as to which the date is April 5, 2019

We served as the Company’s auditor from 2012 to 2019.

F-4

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Consolidated statement of profit or loss and other comprehensive income for the period from April 4, 2018 through December 31, 2018 (Successor) and statements of profit or loss and other comprehensive income for the period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 (Predecessor)

(In thousands of U.S. Dollars)


	Notes		Consolidated - Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Revenue from contract with customers		5		331,336			44,463			198,075
Cost of sales:
Crude oil stock fluctuation		6.1		(1,241	)		733			(7,566	)
Operating expenses		6.2		(86,245	)		(18,367	)		(77,461	)
Depreciation, depletion and amortization		13/14		(74,772	)		(14,194	)		(61,211	)
Royalties				(50,323	)		(6,795	)		(28,163	)

Gross profit				118,755			5,840			23,674

Selling expenses		7		(21,341	)		(3,091	)		(13,264	)
General and administrative expenses		8		(24,202	)		(1,466	)		(6,774	)
Exploration expenses		9		(637	)		(134	)		(1,049	)
Other operating income		10.1		2,699			1,240			17,802
Other operating expenses		10.2		(18,097	)		(135	)		(5,125	)
Impairment recovery of property, plant and equipment				—			—			5,290

Operating profit				57,177			2,254			20,554

Interest income		11.1		2,532			239			166
Interest expense		11.2		(15,746	)		(23	)		(18	)
Other financial results		11.3		(22,920	)		(1,159	)		(436	)

Financial results, net				(36,134	)		(943	)		(288	)

Profit before income tax				21,043			1,311			20,266
Current income tax expense		15		(35,450	)		(4,615	)		(15,956	)
Deferred income tax (expense) benefit		15		(11,975	)		(3,345	)		9,595

Income tax expense				(47,425	)		(7,960	)		(6,361	)

Net (loss) profit for the period/year				(26,382	)		(6,649	)		13,905

Other comprehensive income (loss)
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans		22		(3,565	)		(89	)		(355	)
—Deferred income tax benefit		15		891			22			124

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods				(2,674	)		(67	)		(231	)

Other comprehensive loss for the period/year, net of tax				(2,674	)		(67	)		(231	)

Total comprehensive (loss) income for the period/year				(29,056	)		(6,716	)		13,674

(Losses)/Earnings per share attributable to equity holders of the parent
Basic—(In U.S. dollars per share):		12		(0.37	)		(0.07	)		0.14
Diluted—(In U.S. dollars per share):		12		(0.37	)		(0.07	)		0.14

Notes 1 to 35 are an integral part of these financial statements

F-5

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Consolidated statement of financial position as of December 31, 2018 (Successor) and statements of financial position as of December 31, 2017 and January 1, 2017 (Predecessor)

(In thousands of U.S. Dollars)


	Notes		Successor As of December 31, 2018		Predecessor As of December 31, 2017		Predecessor As of January 1, 2017
Assets
Non-current assets
Property, plant and equipment		13		820,722		259,229		286,149
Goodwill		14		28,484		—		—
Other intangible assets		14		31,600		1,021		1,536
Trade and other receivables		16		20,191		297		927
Other financial assets		17.1		—		—		64

Total non-current assets				900,997		260,547		288,676

Current assets
Inventories		18		18,187		8,215		16,924
Trade and other receivables		16		86,050		56,274		40,174
Cash, bank balances and other short term investments		19		80,908		36,835		24,717

Total current assets				185,145		101,324		81,815

Total assets				1,086,142		361,871		370,491

Notes 1 to 35 are an integral part of these financial statements

F-6

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Consolidated statement of financial position as of December 31, 2018 (Successor) and statements of financial position as of December 31, 2017 and January 1, 2017 (Predecessor)

(In thousands of U.S. Dollars)


	Notes		Successor— December 31, 2018			Predecessor - December 31, 2017			Predecessor— January 1, 2017
Shareholders’ equity and liabilities
Shareholders’ equity
Share capital		20.1		513,255			39,239			39,239
Share-based payment reserve		33		4,021			—			—
Legal Reserve				—			7,523			7,523
Voluntary reserve				—			385,033			349,248
Accumulated other comprehensive loss				(2,674	)		(2,800	)		(2,569	)
Retained earnings (Accumulated Loss)				(34,946	)		(148,694	)		(120,081	)

Total shareholders’ equity				479,656			280,301			273,360

Liabilities
Non-current liabilities
Deferred income tax liabilities, net		15		133,757			28,840			38,558
Provisions		21		16,186			15,902			14,571
Borrowings		17.2		294,415			—			—
Warrants		17.3		23,700			—			—
Employee defined benefit plans obligation, net		22		3,302			4,683			4,366
Other taxes and royalties payable		24		—			2			7
Accounts payable and accrued liabilities		25		1,008			—			—

Total non-current liabilities				472,368			49,427			57,502

Current liabilities
Provisions		21		4,140			925			1,615
Borrowings		17.2		10,352			—			—
Salaries and social security payable		23		6,348			2,540			2,387
Income tax liability		15		22,429			1,401			5,454
Other taxes and royalties payable		24		6,515			6,287			5,846
Accounts payable and accrued liabilities		25		84,334			20,990			24,327

Total current liabilities				134,118			32,143			39,629

Total liabilities				606,486			81,570			97,131

Total shareholders’ equity and liabilities				1,086,142			361,871			370,491

Notes 1 to 35 are an integral part of these financial statements

F-7

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Predecessor statements of changes in shareholders’ equity for the period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017

(In thousands of U.S. Dollars)


	Share Capital		Legal reserve		Voluntary reserve		Retained earnings (Accumulated Loss)			Accumulated other comprehensive losses			Total Predecessor shareholders’ equity
Balances as of January 1, 2017		39,239		7,523		349,248		(120,081	)		(2,569	)		273,360

				—
Profit for the year		—		—		—		13,905			—			13,905
Other comprehensive loss for the year		—		—		—		—			(231	)		(231	)

Total comprehensive income		—		—		—		13,905			(231	)		13,674

—Cash dividends distribution decided by Shareholders´ Meetings held on May 19, 2017 a dividend of U.S. Dollars 0.07 per share (total dividend ARS 107.8 millions) was paid to holders of fully paid common shares		—		—		—		(6,733	)		—			(6,733	)
—Constitution of voluntary reserve decided by Shareholders´ Meeting held on May 19, 2017						35,785		(35,785	)		—			—

Balances as of December 31, 2017		39,239		7,523		385,033		(148,694	)		(2,800	)		280,301

Loss for the period		—		—		—		(6,649	)		—			(6,649	)
Other comprehensive loss for the period		—		—		—		—			(67	)		(67	)

Total comprehensive loss		—		—		—		(6,649	)		(67	)		(6,716	)

Balances as of April 3, 2018		39,239		7,523		385,033		(155,343	)		(2,867	)		273,585

Notes 1 to 35 are an integral part of these financial statements

F-8

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Successor statement of changes in shareholders’ equity for the period beginning April 4, 2018 through December 31, 2018

(In thousands of U.S. Dollars)


	Share Capital			Share- based payment reserve		Retained earnings (Accumulated Deficit)			Accumulated other comprehensive losses			Total attributable to the equity holders of the Successor			Non-controlling interest			Total shareholders’ equity
Balances as of April 4, 2018		25			—		(8,564	) ⁽¹⁾		—			(8,539	)		—			(8,539	)

Loss for the period		—			—		(26,382	)		—			(26,382	)		—			(26,382	)
Other comprehensive income/(loss) for the period		—			—		—			(2,674	)		(2,674	)		—			(2,674	)

Total comprehensive income		—			—		(26,382	)		(2,674	)		(29,056	)		—			(29,056	)

—Capitalization of Series A shares (Note 20.1)		449,191			—		—			—			449,191			—			449,191
—Series A shares issue costs (Note 20.1)		(26,200	)		—		—			—			(26,200	)		—			(26,200	)
—Issue of additional Series A (Note 20.1)		95,000			—		—			—			95,000			—			95,000
—Series A shares issue costs (Note 20.1)		(4,761	)		—		—			—			(4,761	)		—			(4,761	)
—Recognition of share-based payments (Note 33)		—			4,021		—			—			4,021			—			4,021
—Non-controlling interest arising from the acquisition of PELSA (Note 31.1.3)		—			—		—			—			—			1,307			1,307
- Acquisition of non-controlling interest (Note1.1)		—			—		—			—			—			(1,307	)		(1,307	)

Balances as of December 31, 2018		513,255			4,021		(34,946	)		(2,674	)		479,656			—			479,656

(1)	Includes the net loss of VISTA for the period beginning March 22, 2017 (inception) to April 3, 2018.

Notes 1 to 35 are an integral part of these financial statements

F-9

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Consolidated statement of cash flows for the period beginning April 4, 2018 through December 31, 2018 (Successor) and statements of cash flows for the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 (Predecessor)

(In thousands of U.S. Dollars)


	Notes		Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Cash flows from operating activities
(Loss) / Profit for the period/year				(26,382	)		(6,649	)		13,905
Adjustments to reconcile the (loss) / profit for the period/year to net cash flows provided by operating activities:
Depreciation and depletion		13		73,975			14,513			62,522
Impairment recovery				—			—			(5,290	)
Amortization of intangible assets		14		797			198			755
(Gain)/Loss on sale or disposal of property, plant and equipment				—			(245	)		(384	)
Increase/(Reversal) in allowances, net		7/10.2		1,664			(111	)		478
Increase of provisions, net		21		1,408			2			2,566
Decreases in property, plant and equipment				—			1,529			3,700
Interest expense		11.2		15,546			(118	)		(166	)
Interest income		11.1		(2,532	)
Unwinding of discount on asset retirement obligation provision		11.3		897			233			815
Net exchange differences		11.3		(3,005	)		(3,268	)		(2,230	)
Discount of assets and liabilities at net present value		11.3		2,743
Change in fair value of financial instruments		11.3		(1,415	)		(69	)		(1,885	)
Change in fair value of warrants		11.3		8,860
Share-based payment expense		8		4,021			—			—
Costs of early settlements of borrowings and other financing costs		11.3		14,474			—			—
Accrued income tax				47,419			7,960			6,361
Accrued defined employees’ benefits plans		22		368			132			134
Changes in working capital:
Decrease/(Increase) in trade and other receivables				(32,945	)		9,738			(15,970	)
(Increase)/Decrease in inventories				(10,951	)		2,315			8,218
Increase/(Decrease) in accounts payable and accrued liabilities and other payables				33,760			(966	)		(4,041	)
Increase/(Decrease) in employee defined benefits obligation				(727	)		(57	)		(48	)
Increase/(Decrease) in salaries and social security payable				3,659			(707	)		153
Increase/(Decrease) in other taxes and royalties payable				9,979			(825	)		75
Increase/(Decrease) in provisions				551			(334	)		(4,030	)
Income tax paid				(16,642	)		(992	)		(19,771	)

Net cash flows generated by operating activities				125,522			22,279			45,867

F-10

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars)


	Notes		Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Cash flows from investing activities
Business acquisitions, net of cash acquired		31.4		(725,174	)		—			—
Payments for acquisition of property, plant and equipment				(117,837	)		(12,476	)		(31,421	)
Payments for acquisition of other intangible assets		14		(31,486	)		(13	)		(239	)
Proceeds from sales of property, plant and equipment				—			245			298
Payments for acquisition of other financial assets				16,680			(8,190	)		(20,769	)
Proceeds from sales of other financial assets				—			11,377			4,007
Proceeds from interest received				567			114			1,554

Net cash flows used in investing activities				(857,250	)		(8,943	)		(46,570	)

Cash flows from financing activities
Acquisition of non-controlling interests		31.4		(1,307	)		—			—
Payment of redemption of Series A shares		17.1.1		(204,590	)		—			—
Proceeds from private investment in public equity		20.5		95,000			—			—
Payment of issue costs from private investment in Series A shares				(4,761	)		—			—
Payment of issue costs from capitalization of Series A shares		20.1		(19,500	)		—			—
Proceeds from borrowings		17.1.1		560,000			—			—
Payment of issue costs from borrowings		17.1.1		(18,280	)		—			—
Payments of borrowings		17.1.1		(260,000	)		—			—
Payments of borrowings´ interests		17.1.1		(5,018	)		—			—
Payments of dividends				—			—			(6,733	)

Net cash flows generated by / (used in) financing activities				141,544			—			(6,733	)

Net (decrease) increase in cash and cash equivalents				(590,184	)		13,335			(7,436	)

Cash and cash equivalents at the beginning of the period/year				671,519	⁽¹⁾		2,444			7,649
Effects of exchange rate changes on cash and cash equivalents				(15,288	)		1,259			2,231
Net (decrease) / increase in cash and cash equivalents				(589,184	)		13,335			(7,436	)

Cash and cash equivalents at the end of the period/year				66,047			17,038			2,444

(1)	Includes 700 and 653,781 of cash and cash equivalents and restricted cash and cash equivalent held by the Successor entity, respectively, as of April 4, 2018.

Notes 1 to 35 are an integral part of these financial statements

F-11

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars)


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Significant non-cash transactions
Acquisition of property, plant and equipment through increase in account payables		24,939		4,245		8,672
Changes in asset retirement obligation provision with corresponding changes in property, plant and equipment		11,839		—		1,290
Capitalization of Series A Shares		449,191		—		—
Aguila Mora Swap agreement (Notes 1.1 and 29.3.5)		13,157		—		—

Notes 1 to 35 are an integral part of these financial statements

F-12

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2018 AND FOR THE PERIOD FROM APRIL 4, 2018 THROUGH DECEMBER 31, 2018 (SUCCESSOR) AND THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH APRIL 3, 2018 AND FOR THE YEAR ENDED DECEMBER 31, 2017 (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 1. Corporate and Group information

1.1 General information and Group structure and activities

Vista Oil & Gas, S.A.B. de C.V. (“VISTA” or the “Company” or the “Group”) was organized as a corporation with variable capital stock under the laws of the United Mexican States (“Mexico”) on March 22, 2017. The Company adopted the public corporation or “ sociedad anónima bursátil ” form, on July 28, 2017.

The address of the Company´s main office is located in Mexico City (Mexico), at Paseo de la Reforma Street No. 243, 18 ^th Floor, Cuauhtémoc, Cuauhtémoc, Postal Code 06500.

The Company´s main purposes are to:

(i)

acquire, by any legal means, all kinds of assets, shares, equity interests or interests participation in any kind of commercial or civil companies, associations, firms, trust agreements or other entities within the energy sector or any other industry;

(ii)

participate as a partner, shareholder or investor in all businesses or entities, whether mercantile or civil, associations, trust agreements or any other nature;

(iii)

issue and place shares representative of its social capital, either through public or private offerings, in national or foreign stock exchange markets;

(iv)

issue or place warrants, either through public or private offerings, with respect to shares representing their capital stock or any other type of securities, in domestic or foreign stock exchange markets; and

(v)

issue or place negotiable instruments, debt instruments or any other security, either through public or private offerings, in domestic or foreign stock exchange markets.

On August 15, 2017, upon the settlement date of its Initial Public Offering (“IPO”) in the Mexican Stock Exchange, the Company received funds for an amount of 650,017. The Company reimbursed part of such funds to certain shareholders and used other of such funds, among other amounts, to finance the Initial Business Combination, as described below.

From its inception until April 4, 2018, all the Company´s activities have been related to its constitution, the IPO and the efforts aimed at identifying and consummating the Initial Business Combination. Before April 4, 2018, the Company did not generate any operating income nor entered into any material transaction.

On April 4, 2018, the Company, through its Mexican subsidiary Vista Holding I, S.A. of C.V. (VISTA I), concluded, for a total consideration of 732,784, the Initial Business Combination (hereinafter the “Initial Business Combination” – Note 31) through the acquisition of the following business located in Argentina:

The PELSA Acquisitions. The acquisition from Pampa Energía S.A. of:

(i)	a 58.88% equity interest in Vista Argentina S.A., formerly known as Petrolera Entre Lomas S.A., (“Vista Argentina” or “Petrolera Entre Lomas, S.A.” or “PELSA”) , an Argentine corporation that holds a 73.15%

F-13

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

direct operating interest in the Entre Lomas (“EL”), Bajada del Palo (“BP”) and Agua Amarga (“AA”) oil exploitation concessions located in the Neuquina Basin in the provinces of Neuquén and Río Negro, Argentina (all together the “EL-AA-BP Concessions”);

(ii)	a 3.85% direct interest in the EL-AA-BP Concessions operated by PELSA;

(iii)

a 100% of interest in the Concessions for exploitation of 25 de Mayo- Medanito located in the Neuquina Basin in the Province of Río Negro, Argentina and;

(iv)	a 100% of interest in the Concessions for exploitation of Jagüel de los Machos located in the Neuquina Basin in the Province of Rio Negro, Argentina

The APCO Acquisitions. The acquisition from Pluspetrol Resources Corporation of:

(i)	a 100% of APCO Oil & Gas International, Inc. (“APCO”), which have 100% of APCO Argentina Branch and

(ii)	a 5% equity interest in APCO Argentina, S.A. (“APCO Argentina”).

As a result of the business combination described above, the Company obtained interests in the following oil and gas properties:

In the Neuquén basin:

An operating interest of 100% in the concessions for exploitation Medanito-25 de Mayo and Jagüel de los Machos (as operator);

An operating interest of 100% in the concessions for exploitation Entre Lomas, Bajada del Palo and Agua Amarga (as operator)

An operating share of 55% in the Coirón Amargo Norte (“CAN”) exploitation concessions (as operator);

A non-operational 45% stake in the Coiron Amargo Sur Oeste (“CASO”) evaluation lot (operated by O&G Development Ltd. S.A.);

ii.

In the Golfo San Jorge basin:

a non-operating participation of 16.95% in the concessions for exploitation Sur Río Deseado Este (“SRDE”) (operated by Petrolera Argentina S.A., company controlled by Cruz Energy); and

a non-operating participation of 44% relating to SRDE exploration contract (operated by Quintana E&P Argentina S.R.L.).

iii.

In the Northwest basin:

A non-operating 1.5% in the concession for exploitation in Acambuco (operated by Pan American Energy).

As a result of the acquisitions described above, as of April 4, 2018, the main activity of the Company is, through its subsidiaries, the exploration and production of oil and gas ( Upstream ).

F-14

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Additionally, on April 25, 2018, the Company through VISTA I completed the acquisition of the remaining equity interest (0.32%) of PELSA for a total cash consideration of 1,307. This transaction was recognized as an acquisition of non controlling interest.

On August 22, 2018, VISTA, through APCO Argentina Branch, entered into a cross assignment of rights agreement with O&G Developments Ltd S.A. (“O&G”) through which it assigned to O&G a 35% working interest in the Coiron Amargo Sur Oeste (“CASO”) evaluation lot and O&G assigned to APCO a 90% of its operated working interest in the exploration permit Águila Mora, located in the Province of Neuquén and in association with Gas y Petróleo del Neuquén S.A. (“GyP”). The transaction was approved on November 30, 2018, therefore, APCO’s working interest in CASO was reduced to 10%. As a result of this transaction the Company exchange oil and gas properties and work in progress for an amount of 23,157 and received work in progress for 13,157 and prepaid services for 10,000, no gain or loss was recorded as result of this transaction.

On October 30, 2018, VISTA through its Mexican subsidiary Vista Holding II, S.A. de C.V. (“VISTA II”) completed the acquisition of 50% working interest in three oil and gas properties in which Jaguar Exploration and Production of Hydrocarbons S.A.P.I. of C.V. (“Jaguar”) and Pantera Exploración y Producción, S.A.P.I. de C.V. (“Pantera”) were licenses, by an amount of 27,495 plus an amount of 1,864 related to total assigned expenses less assigned hydrocarbons value.

As a result of this transaction, which was approved by the National Hydrocarbons Commission (“CNH”) on October 2, 2018, VISTA obtained a 50% interest in the following oil and gas properties:

(i) CS-01 and B-10 (Cuenca del Sureste Basin), both to be operated by VISTA (subject to CNH’s approval of the transfer of operation expected to be obtained approximately on mid-year 2019); and

(ii) TM-01 (Tampico-Misantla Basin) to be operated by Jaguar.

As of the date of these financial statements the addendum to the license agreements of the three oil and gas properties between CNH, Jaguar, Pantera and VISTA necessary to formalize the acquisition was executed.

PELSA, APCO SAU and VISTA II will be collectively referred to hereafter as the “Operating Subsidiaries”, 25 de Mayo-Medanito, Jagüel de los Machos, EL, AA, BP, CAN, CASO, SRDE, CS-01, B-10 and TM-01 oil and gas properties will be collectively referred to hereafter as “Oil and Gas properties”, while together with VISTA, VISTA I, VISTA Holding III, S.A. de C.V. (VISTA III); VISTA Complemento, S.A. de C.V. (VISTA Complemento), APCO Argentina, Aluvional Infraestructura S.A. and Aluvional Logística S.A. will be collectively designated hereafter as the “Group”.

1.2

Purpose of the financial statements

These financial statements were prepared for its inclusion by VISTA in a registration statement to be filed with the Securities and Exchange Commission (‘‘SEC’’) of the United States of America, in connection with the Company’s intended initial public offering in the New York Stock Exchange.

F-15

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 2. Basis of preparation and significant accounting policies

2.1

Basis of preparation and presentation

These consolidated financial statements as of December 31, 2018 and for the period beginning April 4, 2018 through December 31, 2018 (Successor) and the financial statements as of December 31, 2017 and January 1, 2017 and for the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 (Predecessor) (hereinafter referred to as the “financial statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The predecessor financial statements are the first set of financial statements prepared in accordance with IFRS as issued by the IASB. Note 2.5 present the effects of the adoption of IFRS by the predecessor Company. An additional statement of financial position as of January 1, 2017 is presented in these financial statements due to the adoption of IFRS by the Predecessor Company.

The financial statements have been prepared on a historical cost basis, except for certain financial assets and contingent consideration that have been measured at fair value. The financial statements are presented in U.S. Dollars and all values are rounded to the nearest thousand (U.S. Dollars 000), except when otherwise indicated.

Considering the purpose of preparation of these financial statements, the Company has presented the statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the period beginning April 4, 2018 through December 31, 2018 (Successor) and for the period beginning January 1, 2018 through April 3, 2018 (Predecessor) with comparatives for the full year ended December 31, 2017 (Predecessor). International Accounting Standard (“IAS”) 1 requires the presentation of comparative information in respect of the preceding period for all the amounts reported in the current period’s financial statements with the purpose to provide information that is useful in analyzing an entity’s financial statements. Considering the purpose of preparation of these financial statements, the presentation referred to above did not include that comparative information.

These financial statements have been approved for issue by the Board of Directors on March 29, 2019.

The financial statements as of December 31, 2018 (Successor), December 31, 2017 and January 1, 2017 (Predecessor) and for the period beginning April 4, 2018 through December 31, 2018 (Successor) and for the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 (Predecessor) considered the following:

Successor presentation

The consolidated statements of profit or loss and other comprehensive income, changes in shareholders equity and cash flows for the Successor Company are presented for the period from April 4, 2018 through December 31, 2018, which consists of:

(1)

F-16

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

(2)

costs related to the acquisition of those business;

(3)

the accumulated results of operation of VISTA from inception to April 3, 2018.

The consolidated financial statements for the Successor Company include the assets and liabilities used in operating the Company’s business, including entities in which the Company has control according to Note 2.3. The Successor Company, as of the date of the completion of the Initial Business Combination, owned a 99.68% equity interest in PELSA; 3.85% direct participation in the oil and gas properties operated by PELSA; 100% of participation in the oil and gas properties 25 de Mayo-Medanito and Jagüel de los Machos and a 100% equity interest in APCO. All intercompany balances and transactions have been eliminated in consolidation.

Predecessor presentation

The statements of financial position are presented for the predecessor as of December 31, 2017 and January 1, 2017. The statements of profit or loss and other comprehensive income, changes in shareholders´ equity and cash flows are presented for the predecessor period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017. These periods represents the results of operations of PELSA and its joint operations (Note 29.2) (referenced herein as the ‘‘Predecessor Company’’).

These financial statements have been derived from the historical financial statements and accounting records of PELSA after giving effects to the adoption of IFRS presented in Note 2.5.

2.2

New accounting standards, amendments and interpretations issued by the IASB, which are not yet effective and have not been early adopted by PELSA nor the Company

- IFRS 16, Leases—IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

F-17

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

payments under IAS 17 are presented as operating cash flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and an interest portion and will be presented as financing cash flows. Variable lease payments that do not depend on an index or rate are not included in the lease liability and will continue to be presented as operating cash flows.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.

IFRS 16 is effective for annual periods beginning on or after January 1, 2019. A lessee may choose to apply the full retrospective approach or a modified retrospective approach. Moreover, the transitory provisions of the standard allow certain exemptions for the initial application of IRS 16. IFRS 16 requires lessees and lessors to make more extensive disclosures than under IAS 17.

The Company adopted IFRS 16 on January 1, 2019 and applied the modified retrospective method. The Company elected to use the exemptions applicable to the standard on lease contracts for which the lease terms ends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is of low value.

During 2018, the Company performed a detailed impact assessment of IFRS 16 and concluded that as of January 1, 2019, the lease liability and the corresponding ‘right-of-use’ asset would amount to approximately 14,500.

Information on the Group’s leases currently classified as operating leases, which are not recognized on the statement of financial position, is presented in Note 27

- IFRIC 23 “Uncertainty over Income Tax Treatments”: issued in June 2017 clarifies how to apply IAS 12 when there is uncertainty over income tax treatments to determine income tax. According to the interpretation, an entity shall reflect the effect of the uncertain tax treatment by using the method that better predicts the resolution of the uncertainty, either through the most likely amount method or the expected value method. Additionally, an entity shall assume that the taxation authority will examine the amounts and has full knowledge of all related information in assessing an uncertain tax treatment in the determination of income tax. The interpretation shall apply for annual reporting periods beginning on or after January 1, 2019, early application is permitted. The Company is analyzing the impact of the application of IFRIC 23, however, it estimates that it will not have any material impact on the Company’s results of operations or financial position.

- Amendments to IFRS 9 “Prepayment Features with Negative Compensation” IFRS 9 “Financial instruments”: The amendments to IFRS 9 clarify that for the purpose of assessing whether a prepayment feature meets the

F-18

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

solely payments of principal and interest (“SPPI”) condition, the party exercising the option may pay or receive reasonable compensation for the prepayment irrespective of the reason for prepayment. In other words, prepayment features with negative compensation do not automatically fail SPPI. The amendment applies to annual periods beginning on or after 1 January 2019, with earlier application permitted. There are specific transition provisions depending on when the amendments are first applied, relative to the initial application of IFRS 9. . The Company is analyzing the impact of its application; however, it estimates that it will not have any impact on the Company´s results of operations or financial position as it does not have any prepayment features.

Amendments to IFRS 10 and IAS 28—Sale or Contribution of Assets between an Investor and its Associate or Joint Venture: The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors’ interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively.

The Company will apply these amendments when they become effective and is in assessing the impact on its consolidated financial statements.

- Amendments to IAS 19: Plan Amendment, Curtailment or Settlement

•

Determine current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event.

•

Determine net interest for the remainder of the period after the plan amendment, curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event; and the discount rate used to remeasure that net defined benefit liability (asset).

The amendments also clarify that an entity first determines any past service cost, or a gain or loss on settlement, without considering the effect of the asset ceiling. This amount is recognized in profit or loss. An entity then determines the effect of the asset ceiling after the plan amendment, curtailment or settlement. Any change in that effect, excluding amounts included in the net interest, is recognized in other comprehensive income.

The amendments apply to plan amendments, curtailments, or settlements occurring on or after the beginning of the first year that begins on or after January 1, 2019, with early application permitted. These amendments will apply only to any future plan amendments, curtailments, or settlements of the Group. The Company is analyzing the impact of its application; however, it estimates that it will not have any impact on the Company´s results of operations or financial position.

F-19

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

- Improvements to IFRSs—2015-2017 Cycle:

These improvements include:

•

IFRS 3 Business Combinations

The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation.

An entity applies those amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2019, with early application permitted. These amendments will apply on future business combinations of the Group.

•

IFRS 11 Joint Arrangements

A party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined in IFRS 3. The amendments clarify that the previously held interests in that joint operation are not remeasured.

An entity applies those amendments to transactions in which it obtains joint control on or after the beginning of the first annual reporting period beginning on or after January 1, 2019, with early application permitted. These amendments are currently not applicable to the Group but may apply to future transactions.

•

IAS 12 Income Taxes

The amendments clarify that the income tax effects of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognizes the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

An entity applies those amendments for annual reporting periods beginning on or after January 1, 2019, with early application permitted. When an entity first applies those amendments, it applies them to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period. Since the Group’s current practice is in line with these amendments, the Group does not expect any effect on its financial statements.

- IAS 23 Borrowing Costs

The amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete and become part of the general borrowings when calculating the capitalization rate of them.

F-20

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

An entity applies those amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after January 1, 2019, with early application permitted. Since the Group’s accounting policy is in line with these amendments, the Group does not expect any effect on its financial statements.

2.3

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.

2.3.1 Subsidiaries

Subsidiaries are all entities over which the Group has control and this happens if, and only if, the Group has:

•

Power over the entity (for example, present rights that give it the ability to direct the relevant activities of the entity receiving the investment)

•

Exposure or rights to variable returns from their involvement with the entity; and

•

The ability to use its power over the entity to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power including:

•

the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

•

potential voting rights held by the Company, other vote holders or other parties;

•

rights arising from other contractual arrangements; and

•

any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

The relevant activities are those that significantly affect the performance of the subsidiary. The ability to approve the operating and capital budget of a subsidiary, as well as the power to appoint the key personnel of the administration, are decisions that demonstrate that the Company has present rights to direct the relevant activities of a subsidiary.

Subsidiaries are consolidated from the date when the Company acquires control over them until the date when such control ceases. Specifically, income and expenses of a subsidiary acquired or disposed during the year are

F-21

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

The acquisition method of accounting is used to account for business combinations by the Group (see Note 2.3.3 below).

Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if these results in the non-controlling interests having a deficit balance.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of profit or loss and other comprehensive income, Consolidated Statement of Changes in Equity and Consolidated Statement of Financial Position respectively.

F-22

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The equity interest in the subsidiaries held by the Company at the end of the period/year are set forth below:


Name of subsidiary	Proportion of ownership interest and voting power held by the Group %			Place of incorporation and operation	Main activity
	December 31, 2018	December 31, 2017	January 1, 2017
Vista Holding I, S.A. de C.V.	100%	— % ⁽¹⁾	— % ⁽¹⁾	Mexico	Holding
Vista Holding II, S.A. de C.V.	100%	— % ⁽¹⁾	— % ⁽¹⁾	Mexico	Holding
Vista Holding III, S.A. de C.V. ⁽⁵⁾	100%	— %	— %	Mexico	Holding
Vista Complemento S.A. de C.V. ⁽⁵⁾	100%	— %	— %	Mexico	Holding
Vista Oil and Gas Argentina S.A. ^(2)(3)(7)	100%	— %	— %	Argentina	Upstream ⁽⁴⁾
APCO Oil & Gas S.A.U ^(3)(6)(7)	100%	— %	— %	Argentina	Holding
APCO Oil & Gas International Inc. Sucursal Argentina ⁽³⁾	— % ⁽⁶⁾	— %	— %	Argentina	Upstream ⁽⁴⁾
APCO Argentina, S.A. ^{(3) (7)}	100%	— %	— %	Argentina	Holding
Aluvional Infraestructura S.A. ⁽⁵⁾	100%	— %	— %	Argentina	Services
Aleph Midstream S.A. ⁽⁵⁾	100%	— %	— %	Argentina	Services

(1)	The entity was established in 2017, along with VISTA. Due to the purpose and presentation of these financial statements in Note 2.1, the entity was included in the Successor Financial Statements.

(2)	This is the predecessor company (Note 2.1). During the third quarter of 2018, PELSA changed its legal name to Vista Oil and Gas Argentina S.A.

(3)	Companies acquired as part of the Initial Business Combination on April 4, 2018.

(4)	Upstream activity refers to the exploration and production of gas and oil.

(5)	Companies established after the Initial Business Combination was completed on April 4, 2018.

(6)

On October 31, 2018, the Public Registry of the Autonomous City of Buenos Aires registered the re-domiciliation of APCO from the Cayman Islands to Argentina and its change of name to “APCO Oil & Gas S.A.U.” (“APCO SAU”). As a result, with effects as of such date, (i) APCO International was registered as an Argentine entity; (ii) APCO SAU continues APCO’s activity in Argentina; and (iii) the registration of APCO Argentina Branch before the Public Registry was canceled and the entity ceased to exist.

(7)

On November 1, 2018, the Board of Directors of Vista Argentina, APCO SAU and APCO Argentina agreed to begin a process of merger by absorption through which Vista Argentina will merge all the activities and operations of APCO SAU and APCO Argentina, setting the effective date of merger on January 1, 2019, therefore, the administration of the merged companies is in charge of Vista Argentina as of that date.

The participation of VISTA in the votes of the subsidiaries companies is the same participation as in the share capital.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions.

F-23

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.3.2. Joint arrangements

Under IFRS 11 “Joint Arrangements”, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. PELSA and the Group has joint operations and other arrangements but does not have any joint ventures.

Joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement and have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

When a Group entity undertakes its activities under joint operations, the Group as a joint operator recognizes in relation to its interest in a joint operation:

•

its assets, including its share of any assets held jointly;

•

its liabilities, including its share of any liabilities incurred jointly;

•

its revenue from the sale of its share of the output arising from the joint operation;

•

its share of the revenue from the sale of the output by the joint operation; and

•

its expenses, including its share of any expenses incurred jointly.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Interest in joint operations and other agreements have been calculated based upon the latest available financial statements or financial information as of the end of each period/year, taking into consideration significant subsequent events and transactions as well as management information available. When necessary, adjustments are made to the financial statements or financial information to bring their accounting policies into line with the Group’s accounting policies.

When the Group transacts with a joint operation in which the Group entity is a joint operator (such as a sale or contribution of assets), the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognized in the Group’s consolidated financial statements only to the extent of other parties’ interests in the joint operation. When the Group transacts with a joint operation in which the Group entity is a joint operator (such as a purchase of assets), the Group does not recognize its share of the gains and losses until it resells those assets to a third party.

The joint operations are described in Note 29.

F-24

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.3.3 Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisitions comprises:

the fair value of the transferred assets,

ii)

the liabilities incurred to the former owners of the acquired business,

iii)

the equity interests issued by the Group,

iv)

the fair value of any asset or liability resulting from a contingent consideration arrangement, and

the fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred. The value of the goodwill represents the excess of:

the consideration transferred,

ii)

the amount of any non-controlling interest in the acquired entity, and

iii)

the acquisition-date fair value of any previous equity interest in the acquired entity, over the fair value of the net identifiable assets acquired is recorded as goodwill.

If the fair value of the net identifiable assets of the business acquired exceeds those amounts, before recognizing a gain, the Company reassesses if it has correctly identified all the assets acquired and all liabilities assumed, reviewing the procedures used to measure the amounts that will be recognized at the acquisition date. If the evaluation still results in an excess of the fair value of the net assets acquired with respect to the total consideration transferred, the gain on bargain purchase is recognized directly in the statement of profit or loss and other comprehensive income.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Any contingent consideration will be recognized at their fair value at the acquisition date. Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value with changes in fair value recognized in the statement of profit or loss and other comprehensive income. The contingent consideration that is classified as equity is not re-measured, while the subsequent settlement is accounted for within stockholders’ equity.

F-25

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

When the Company acquires a business, it evaluates the financial assets acquired and the liabilities assumed with respect to their proper classification and designation in accordance with the contractual terms, economic circumstances and conditions pertinent to the date of acquisition

Those reserves and resources acquired that can be measured reliably are recognized separately at their fair value at the time of acquisition. Other possible reserves, resources and rights, whose fair values cannot be measured reliably, are not recognized separately, but are considered as part of goodwill.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in the statement of profit or loss and other comprehensive income.

The Group has up to 12 months to finalize the accounting for a business combination. Where the accounting for a business combination is not complete by the end of the year in which the business combination occurred, the Group reports provisional amounts.

2.3.4. Changes in ownership interests

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income are reclassified to profit or loss where appropriate.

2.4

Summary of significant accounting policies

2.4.1 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Management Committee.

F-26

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The Executive Management Committee, is the highest decision-making authority, responsible for allocating resources and setting the performance of the entity’s operating segments, and has been identified as the body executing the Company’s strategic decisions and identified as the Chief Operating Decision Maker (“CODM”).

2.4.2 Property, plant and equipment

Property, plant and equipment is measured following the cost model where by, after initial recognition of the asset, the asset is recognized at cost less depreciation and less any subsequent accumulated impairment losses.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

The cost of work in progress whose construction will extend over time includes, if applicable, borrowing costs. Any income obtained from the sale of commercially valuable production during the construction period of the asset is recognized reducing the cost of the work in progress.

Works in progress are valued according to their degree of progress. Works in progress are recorded at cost, less any loss due to impairment, if applicable.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount.

2.4.2.1 Depreciation methods and useful lives

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An asset carrying amount is written down immediately to its recoverable amount if the asset´s carrying amount is greater than its estimated recoverable amount.

The Group depreciates drilling costs applicable to productive wells and to developmental dry holes, productive wells and machinery in the oil and gas production areas according to the units of production method, by applying the ratio of oil and gas produced to estimated proved developed oil and gas reserves, except in the case of assets whose useful life is less than the life of the reserve, in which case, the straight-line method is applied. The acquisition cost of property with proved reserves, including oil and gas properties, is depreciated by applying the ratio of oil and gas produced to estimated total proved oil and gas reserves. Acquisition costs related to properties with unproved reserves and unconventional resources are valued at cost with recoverability periodically assessed based on geological and engineering estimates of reserves and resources that are expected to be proved over the life of each concession and are not depreciated.

The capitalized costs related to the acquisition of property and the extension of concessions with proved reserves have been depreciated by field on a unit-of-production basis by applying the ratio of produced oil and gas to the estimated proved oil and gas reserves.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Production facilities (including any significant identifiable component) are depreciated under the unit of production method considering proved develop reserves.

The Group´s remaining items of property, plant and equipment (including any significant identifiable component) are depreciated by the straight-line method based on estimated useful lives, as detailed below.

Land is not depreciated.

The useful lives of the assets not related with the above-mentioned activities are estimated as follows:


Buildings			50 years
Vehicles			5 years
Machinery and installations			10 years
Computer equipment			3 years
Furnitures			10 years

2.4.2.2 Assets for oil and gas exploration

The Group uses the successful efforts method of accounting for its oil and gas exploration and production activities.

This method involves the capitalization of: (i) the cost of acquiring properties in oil and gas exploration and production areas; (ii) the cost of drilling and equipping exploratory wells that result in the discovery of commercially recoverable reserves; (iii) the cost of drilling and equipping development wells, and (iv) the estimated asset retirement obligations.

The exploration and evaluation activity involves the search for hydrocarbon resources, the determination of its technical feasibility and the evaluation of the commercial viability of an identified resource.

According to the successful efforts method of accounting, exploration costs, such as Geological and Geophysical (“G&G”) costs, excluding exploratory well costs and seismic 3D on exploitation concessions, are expensed during the period in which they are incurred.

Once the legal right to explore has been acquired, the costs directly associated with an exploration well are capitalized as intangible exploration and evaluation assets until the well is completed and the results evaluated. These costs include compensation to directly attributable employees, materials and fuel used, drilling costs, as well as payments made to contractors.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

example, the drilling of additional wells) but it is probable that they can be developed commercially. In those cases, such costs continue to be capitalized insofar as the well has allowed determining the existence of sufficient reserves to warrant its completion as a production well and the Company is making sufficient progress in evaluating the economic and operating feasibility of the project.

All these capitalized costs are subject to a technical, commercial and administrative review, as well as a review of impairment indicators at least once a year, which serves to confirm the continuous intention to develop or otherwise extract value from the discovery. When this is no longer the case, costs are expensed.

When proven oil and gas reserves are identified and the administration approves the start-up, the corresponding capitalized expense is evaluated first in terms of its impairment and (if required) any loss due to impairment is recognized; then the remaining balance is transferred to oil and gas properties. With the exception of licensing costs, no amortization is charged during the phase of exploration and evaluation.

The initial estimated asset retirement obligations in hydrocarbons areas, discounted at a risk adjusted rate, are capitalized in the cost of the assets and depreciated using the units of production method. Additionally, a liability at the estimated value of the discounted amounts payable is recognized. Changes in the measurement of asset retirement obligations that result from changes in the estimated timing, amount of the outflow of resources required to settle the obligation, or the discount rate, are added to, or deducted from, the cost of the related asset. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in profit or loss.

For exchanges/swaps or parts of exchange/swaps that involve unproved oil and gas properties, the carrying value is accounted for at the fair value of the asset given up and no gain or loss is recognized.

2.4.2.3 Rights and Concessions

The rights and concessions are recorded as part of property, plant and equipment and depleted based on production units over the total of the developed and undeveloped proved reserves of the corresponding area. The calculation of the rate of production units for the depreciation / amortization of field development costs takes into account expenditures incurred to date, together with the authorized future development expenditures.

2.4.3 Intangible assets

2.4.3.1 Goodwill

Goodwill is the result of the acquisition of subsidiaries. Goodwill represents the excess of the acquisition cost over the fair value of the equity interest in the acquired entity held by the company on the net identifiable assets acquired at the date of acquisition. After initial recognition, Goodwill is measured at cost less accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated from the acquisition date to each of the acquirer’s cash-generating units (“CGU”) or Group of CGUs that are expected to

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

benefit from the synergies of the combination. Each unit or Group of units that goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes.

When the goodwill is part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when the gain or loss is determined. Goodwill disposed in these circumstances is measured based on the relative values of the disposed cash-generating unit.

2.4.4 Impairment of non-financial assets

Other non-financial assets with definite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset´s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset´s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are largely independent of the cash inflows from other assets or Groups of assets CGUs. Non-financial assets, that have been impaired are reviewed for possible reversal of the impairment at the end of each reporting period.

2.4.5 Foreign currency translation

2.4.5.1 Functional and presentation currency

The functional currency for the Company and each of its current subsidiaries and the Predecessor is the currency of the primary economic environment in which each entity operates. The functional currency of each of the entities is the U.S. Dollar, which is the Group’s presentation currency. Determination of functional currency may involve certain judgements to identify the primary economic environment and the parent entity reconsiders the functional currency of its entities if there is a change in events and conditions, which determined the primary economic environment.

2.4.5.2 Transaction and balances

Foreign currency transactions are translated into the functional currency using the exchange rates as of at the date of the transaction. Foreign exchange gain and loss resulting from the settlement of any transaction and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of profit or loss and other comprehensive income, unless they have been capitalized.

The exchange rates used at the end of each reporting period are the selling rate for monetary assets and monetary liabilities, and transactional selling exchange rate for foreign currency transactions.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.4.6 Financial instruments

2.4.6.1 Other financial assets

2.4.6.1.1 Classification

2.4.6.1.1.1 Financial assets at amortized cost

Financial assets are classified and measured at amortized cost only if the following criteria have been met:

the objective of the Group’s business model is to hold the asset to collect the contractual cash flows;

ii.

the contractual terms, on specified dates, have cash flows that are solely payments of principal and interest on the outstanding principal.

2.4.6.1.1.2 Financial assets at fair value

If any of the above mentioned criteria has not been met, the financial asset is classified and measured at fair value through profit or loss (“FVTPL”).

All investments in equity instruments are measured at fair value. For equity investments that are not held for trading, the Group can irrevocably choose at the moment of the initial recognition to present changes in fair value through other comprehensive income (“FVTOCI”). As of December 31, 2018, the Group does not have any equity investment. As of December 31, 2017 and January 1, 2017, PELSA did not have any equity investment.

2.4.6.1.2 Recognition and measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset.

A gain or loss on a debt investment that is subsequently measured at fair value and is not part of a hedging relationship is recognized in profit or loss. A gain or loss on a debt investment that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the financial asset is derecognized or impaired and through the amortization process using the effective interest rate method.

The Company reclassifies financial assets if and only if its business model to manage financial assets is changed.

Trade and other receivables

Trade receivables and other receivables are recognized at fair value and subsequently measured at amortized cost, using the effective interest method, less allowance for expected credit losses, if applicable.

Receivables arising from services rendered and/or hydrocarbons delivered but unbilled at the closing date of each reporting period are recognized at fair value and subsequently measured at amortized cost using the effective interest rate method.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Where applicable, allowances for tax credits expected losses have been recognized based on estimates on their un-collectability within their statutory limitation period.

2.4.6.1.3 Impairment of financial assets

The Group recognizes an allowance for Expected Credit Losses (“ECL”) for all debt instruments not held at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

For trade receivables, the Group applies a simplified approach in calculating ECL. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on ECLs at each reporting date. The Group analizes each of its clients considering its historical credit loss experience, adjusted for forward-looking factors specific to the debtor and the economic environment.

The Group always measures the loss allowance for trade receivables at an amount equal to ECL. The expected credit losses on trade receivables are estimated on a case by case basis by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

The Group considers a financial asset in default when contractual payments are more than 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

ECLs, when applicable, are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default.

2.4.6.1.4 Offsetting of financial instruments

Financial assets and financial liabilities are presented gross in the statement of financial position unless both of the following criteria are met: the Group currently has a legally enforceable right to set off the recognized amounts; and the Group intends to either settle on a net basis or realize the asset and settle the liability simultaneously. A right of set off is the Group’s legal right to settle an amount payable to a creditor by applying against it an amount receivable from the same counterparty.

The relevant legal jurisdiction and laws applicable to the relationships between the parties are considered when assessing whether a current legally enforceable right to set off exists.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.4.6.2 Financial liabilities and equity instruments

2.4.6.2.1 Classification as debt or equity

Debt and equity instruments issued by a Group entity are classified either as financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

A contractual arrangement to issue a variable number of shares is classified as a financial liability and measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss and other comprehensive income.

2.4.6.2.2 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Group entity are recognized at the proceeds received, net of direct issue costs.

2.4.6.2.3 Compound instruments

The component parts of compound instruments (convertible notes) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.

At the date of these financial statements, the fair value of the liability component, if any, is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.

A conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently re-measured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to other equity account. Where the conversion option remains unexercised at the maturity date of the convertible note, the balance recognized in equity will be transferred to retained earnings. No gain or loss is recognized in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the lives of the convertible notes using the effective interest method.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Reimbursable Series A Shares

After the initial recognition, the funds received from the Series A shares, net of offer expenses, are measured subsequently at their amortized cost using the effective interest rate method. Profits and losses are recognized in the statement of profit or loss and other comprehensive income when the liabilities are written off.

The amortized cost is calculated taking into account any discount or premium in the acquisition, as well as the commissions or costs that are an integral part of the effective interest rate method. Amortization based on the effective interest rate method is included within financial costs.

2.4.6.2.4 Financial liabilities

All financial liabilities are recognized initially at fair value and are subsequently measured at amortized cost using the effective interest method or at FVTPL. Borrowings are recognized initially at fair value, net of transaction costs incurred.

Financial liabilities that are not 1) contingent consideration of an acquirer in a business combination, 2) held-for trading, or 3) designated as at FVTPL, are subsequently measured at amortized cost using the effective interest method.

PELSA did not have any financial liability measured at FVTPL as of December 31, 2017 and January 1, 2017. The Group did not have any financial liability measured at FVTPL as of December 31, 2018.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

2.4.6.2.5 De-recognition of financial liabilities

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

When an existing financial liability is replaced with another from the same lender in substantially different terms, or the terms of an existing liability are significantly modified, such exchange or modification is treated as a de-recognition of the original liability and recognition of a new liability The difference in the respective book values is recognized in profit or loss.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.4.7 Revenue from contracts with customers and other income recognition

2.4.7.1 Revenue from contracts with customers

Revenue from contracts with customers arising from sale of crude oil, natural gas and Liquefied Petroleum Gas (“NGL”) is recognized at a point in time when control of the goods are transferred to the customer generally on delivery of the inventory. Revenue from contract with customers are recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods. The normal credit term is 30 to 45 days upon delivery. The Group has concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.

Revenues from oil and natural gas production in which PELSA or the Company has a joint interest with other producers are recognized when sales are made to customers and production costs will be accrued or deferred to reflect differences between volumes taken and sold to customers and the Group’s ownership interest in total production volumes resulting from the Company’s contractual interest in the consortium.

Based on the revenue analysis carried out by the Group’s Management, Note 5 has been broken down by (i) type of good and (ii) sales channels. All the revenues of the Company are recognized at a point in time.

2.4.7.2 Contract balances

Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. As of December 31, 2018, December 31, 2017 and January 1, 2017, the Company nor the Predecessor has any contract assets.

Trade receivables

A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in Note 2.4.6.1.

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract. As of December 31, 2018, December 31, 2017 and January 1, 2017, the Company nor the Predecessor has any contract liability.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.4.7.3 Other operating income/expenses—Government grants—Recognition of compensation for injection of surplus gas and extraordinary tariff

Grants from the Government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. There are no unfulfilled conditions or other contingencies attaching to the following grants.

The recognition of income for the injection of surplus gas is under the scope of IAS 20 since it involves a compensation as a result of the production increase committed. This item has been disclosed under Surplus Gas Injection Compensation, under Other operating income, in the statement of profit or loss and other comprehensive income. Furthermore, tax payments related to the program has been disclosed under Extraordinary tariff, under Other operating expenses, in the statement of profit or loss and other comprehensive income.

The Group did not benefit directly from any other forms of government assistance.

2.4.7.4 Interest income

Interest income is recognized using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognized using the original effective interest rate.

2.4.8 Inventories

Inventories are comprised of crude oil stock, raw materials and materials and spare parts, as describe below.

Inventories are stated at the lower of cost or net realizable value. The cost of inventories includes expenditures incurred in the production and other necessary costs to bring them to their existing location and condition. Cost is determined using the first-in-first-out price method.

The net realizable value is the estimated selling price in the ordinary course of business less the estimated direct costs to make the sale.

The assessment of the recoverable value of these assets is made at each reporting date, and the resulting loss is recognized in the statement of profit or loss and other comprehensive income when the inventories are overstated.

The portion of materials and spare parts for maintenance or improvements on existing assets is disclosed under the heading “Property, plant and equipment”.

2.4.9 Cash and cash equivalents

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

If any, bank overdrafts are shown within borrowings in current liabilities in the statement of financial position and there are not disclosed under Cash and cash equivalents in the statement of cash flows since they are not part of the Company’s cash management.

2.4.10 Shareholders’ equity

Equity’s movements have been accounted for in accordance with the decisions of shareholders’ meetings and legal or regulatory standards.

a. Share capital

Share capital represents the share capital issued, composed of the contributions that were committed and/or made by the shareholders and represented by shares that comprise outstanding shares at nominal value. Common shares are classified as equity.

b. Legal reserve

For VISTA, the successor Company, in accordance with the Mexican Commercial Companies Act, at least 5% of the net profit for the year must be allocated by the Company to increase the legal reserve until it reaches 20% of the share capital. Since the Company had no profits for the year ended on December 31, 2017, as of December 31, 2018, the Company has not created this reserve.

For PELSA, the predecessor Company, in accordance with the Argentine Companies Law No. 19550, five per cent of the profit arising from the statement of profit or loss for the year, prior years’ adjustments, the amounts transferred from other comprehensive income and prior years’ accumulated losses in Argentina Pesos (“ARS”) and according to Argentine generally accepted accounting principles (“AR GAAP”), must be appropriated to a legal reserve until such reserve reaches 20% of PELSA’s outstanding capital. When for any reason, the amount appropriated to this reserve is smaller than five per cent, dividends may not be distributed, until such amount is appropriated. As of December 31, 2017 and January 1, 2017, the Predecessor Company had 7,523 regarding this reserve.

c. Voluntary reserve

This reserve results from an allocation made by the Shareholders’ Meeting, whereby a specific amount is set aside to cover for the funding needs of projects and situations associated with Company policies.

For PELSA, in accordance with the provisions of the General Resolution N° 7/2015 and its amendments of the Superintendence of Corporation of the City of Buenos Aires (“IGJ”), the Ordinary General Shareholders’ Meeting held on May 19, 2017 resolved to assign specific allocation to the retained earnings as of January 1, 2017.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

d. Retained earnings (Accumulated losses)

Retained earnings comprise accumulated profits or losses without a specific appropriation. Retained earnings can be distributed by the decision of the Shareholders’ meeting as dividends, as long as they are not subject to legal restrictions. These retained earnings / (accumulated losses) comprise prior years’ earnings that were not distributed or losses, the amounts transferred from other comprehensive income and prior years’ adjustments.

For the Company, similarly, to the effects of capital reductions, these distributions will be subject to the determination of income taxes according to the applicable income tax rate, except for the re-measured contributed capital stock or if these distributions come from the net fiscal profit account (“CUFIN”).

The accumulated deficit shown in the Successor entity’s statement of changes in shareholders’ equity as of April 4, 2018 includes the net loss of VISTA for the period beginning March 22, 2017 (inception) to April 3, 2018 mainly relating to administrative expenses and expenses relating to the IPO made in the Mexican Stock Exchange.

For the Argentine subsidiaries, including PELSA, in accordance with Law No. 25,063, dividends distributed in cash or in kind, in excess of the accumulated tax profits at the close of the fiscal year immediately prior to the date of payment or distribution, were subject to a 35% withholding tax as a sole and definitive payment.

The sanction of Law No. 27,430, published on December 29, 2017 (See Note 32), removed this withholding tax on dividends for new profits generated from fiscal years beginning on or after January 1, 2018. That law replaces it with a withholding of 7% for fiscal years 2018 and 2019 and 13% for subsequent fiscal years, on dividends distributed by corporations in favor of their shareholders, when they are individuals or undivided inheritances with residency in Argentina or beneficiary residing abroad of Argentina.

e. Other comprehensive income

It includes gains and losses from the actuarial gains and losses for defined benefit plans and the related income tax effect.

f. Dividends distribution

Dividend distribution to Company shareholders is recognized as a liability in the financial statements in the year in which the dividends are approved by the Shareholders’ Meeting. The distribution of dividends is made based on the Company’s stand-alone financial statements.

The Company will not be able to pay dividends until (i) future profits absorb the retained losses and (ii) the restrictions imposed by the credit facility agreement are released, as stated in note 17.2.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.4.11 Employee benefits

2.4.11.1 Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current “salaries and social security payable” in the statement of financial position.

The costs related to compensated absences, such as vacation and holiday bonus and the cost of the bonus, are recognized as they are accrued.

In Mexico, employee profit sharing is paid to the Group’s eligible employees. Employee profit in Mexico is calculated using the same taxable income for income tax, except for the following:

Neither tax losses from prior years nor the employee profit sharing paid during year are deductible.

ii)

Payments exempt from taxes for the employees are fully deductible in the employee profit sharing computation.

2.4.11.2 Defined benefit plans

Labor costs liabilities are accrued in the periods in which the employees provide the services that trigger the consideration.

The cost of defined contribution plans is periodically recognized in accordance with the contributions made by the Company.

Additionally, the Company and its Predecessor have a defined benefit plan described in Note 22. Defined benefit plans define an amount of pension benefit that an employee will receive on retirement, depending on one or more factors, such as age, years of service and compensation. In accordance with conditions established in each plan, the benefit may consist in a single payment, or in making complementary payments to those made by the pension system.

The defined benefit liability recognized in the statement of financial position, at the end of the reporting period, is the present value of the defined benefit obligation net of the fair value of the plan assets, when applicable. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using future actuarial assumptions about demographic and financial variables that affect the determination of the amount of such benefits.

Actuarial gains and losses from experience adjustments and changes in actuarial assumptions are recognized in other comprehensive income (loss) in the period in which they arise and past service costs are recognized immediately in the statement of profit or loss and other comprehensive income.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

2.4.12 Borrowing costs

General and specific borrowing costs which are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other borrowing costs are expensed in the period in which they are incurred.

During the period beginning April 4, 2018 through December 31, 2018, the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017, PELSA nor the Group capitalize any borrowing costs as it does not have qualifying assets or borrowing costs incurred during those periods/year.

2.4.13 Provisions and contingent liabilities

Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle that obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the present obligation, taking into account the best available information as of the date of the financial statements based on assumptions and methods considered appropriate and taking into account the opinion of each Company’s legal advisors. As additional information becomes available to the Company, estimates are revised and adjusted periodically. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as financial costs.

When the Company expects a part or all of the provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain.

Contingent liabilities are: i) possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future events not wholly within the control of the entity; or ii) present obligations that arise from past events but it is not probable that an outflow of resources will be required to its settlement; or whose amount cannot be measured with sufficient reliability.

Contingent liabilities are not recognized. The Company discloses in notes to the financial statements a brief description of the nature of material contingent liabilities.

Contingent liabilities, whose possibility of any outflow in settlement is remote, are not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2.4.13.1 Provision for asset retirement obligation

The Company recognizes a provision for asset retirement obligation when there is a current legal or implicit obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.

In general, the obligation arises when the asset is installed or the land/environment is disturbed in the location of the well. When the liability is initially recognized, the present value of the estimated costs is capitalized increasing the carrying value of the related assets for the extraction of oil and gas to the extent that they have been incurred due to the development / construction of the well.

Additional provisions that arise due to greater development / construction in the property for oil and gas extraction are recognized as additions or charges to the corresponding assets and when the decommissioning liability is originated.

Changes in estimated times or the cost of asset retirement obligation are treated prospectively by recording an adjustment to the provision and a corresponding adjustment to the properties for oil and gas extraction. Any reduction in the liability for asset retirement obligation and, therefore, any deduction of the asset to which it relates may not exceed the carrying amount of that asset. If it does, any surplus with respect to the carrying amount is immediately transferred to profit or loss.

If the change in the estimate results in an increase in the decommissioning liability and, therefore, an addition to the carrying amount of the asset, the Company considers whether or not there is an indication of impairment of the asset in an integral manner and, be so, it undergoes impairment testing. For mature wells, if the estimate of the revised value of assets for oil and gas extraction, net of asset retirement obligation provisions, exceeds the value recoverable, that part of the increase is charged directly to expenses.

Over time, the discounted liability increases with the change in present value, based on the discount rate that reflects the current market assessments and the specific risks of the liability. The unwinding of the discount is recognized in the statement or profit or loss and other comprehensive income as a financial cost.

The Company recognizes deferred tax assets with respect to the temporary difference between the asset retirement obligation provisions and the corresponding deferred tax liability with respect to the temporary difference in a asset retirement obligation asset.

2.4.13.2 Provision for environmental remediation

Provisions for environmental costs are recognized when it is probable that a cleanup will be carried out and the estimated costs can be estimated reliably. Generally, the timing of recognition of these provisions concur with the

F-41

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

commitment of a formal action plan or, if it is before, at the time of the divestment or the closure of the inactive sites.

The amount recognized is the best estimate of the required expense to settle the obligation. If the effect of the value of money over time is material, the recognized value is the present value of the estimated future expense.

2.4.14 Income tax and minimum presumed income tax

2.4.14.1 Current and deferred income tax

The tax expenses for the period/year include current and deferred tax. Tax is recognized in the statement of profit or loss and other comprehensive income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, based on amounts expected to be paid to the tax authorities. Where tax treatments are uncertain, if it is considered probable that a taxation authority will accept the Group’s proposed tax treatment, income taxes are recognized consistent with the Group’s income tax filings. If it is not considered probable, the uncertainty is reflected using either the most likely amount or an expected value, depending on which method better predicts the resolution of the uncertainty.

Deferred income tax is recognized, using the liability method, on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are generally recognized for all taxable temporary differences. However, deferred tax liabilities are not recognized if they come from the initial recognition of goodwill.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available and can be used against temporary differences. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred income tax is provided on temporary differences from investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset the recognized amounts and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Current and deferred tax assets and liabilities have not been discounted, and are stated at their nominal values.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Income tax rates prevailing as of December 31, 2018 in Argentina (see Note 32) are 30%, December 31, 2017: 35% and January 1, 2017: 35% and as of December 31, 2018 in Mexico of 30%.

2.4.14.2 Minimum presumed income tax

PELSA and the Group´s subsidiaries in Argentina calculate tax on minimum presumed income tax applying the current 1% tax rate to taxable assets estimated at the end of each reporting period. This tax is complementary to income tax in Argentina. PELSA and the subsidiaries in Argentina’s tax liability is the higher between the liability of income tax and the liability determined as explained above for this tax. However, if the minimum presumed income tax exceeds income tax during one fiscal year, such excess may be offset against any income tax excess over the minimum presumed income tax that may be generated in the following ten years.

On July 22, 2016, Law No. 27,260 was published, which eliminates the minimum presumed income tax for the years beginning on January 1, 2019 and later.

As of the end of each reporting period, the Company’s Management analyze the receivable’s recoverability, and allowances are created as long as it is estimated that the amounts paid for this tax will not be recoverable within the statutory limitation period taking into consideration the Group’s current business plans. The Company’s Management evaluates the evolution of this recoverability in future fiscal years.

As of December 31, 2018, December 31, 2017 and January 1, 2017, the income tax determined was in excess of the presumed income tax determined for those periods, as such no presumed income tax was recognized as of those dates. Neither PELSA nor the Group have any presumed income tax asset deferred as other receivables related to previous years.

2.4.15 Leases

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

is dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the asset (or assets), even if that asset is (or those assets are) not explicitly specified in an arrangement.

2.4.15.1 Group as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease.

Finance leases are capitalized at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the statement of profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on borrowing costs. Contingent rentals are recognized as expenses in the periods in which they are incurred.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

An operating lease is a lease other than a finance lease. Operating lease payments are recognized as an operating expense in the statement of profit or loss on a straight-line basis over the lease term. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2.4.16 Share-based payments

Employees (including senior executives) of the Successor Company may receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). As of December 31, 2018, the Company does not have any share-based payments that are settled in cash.

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are given in Note 33.

That cost is recognized in employee benefits expense, together with a corresponding increase in equity (Stock Option), over the period in which the service and, where applicable, the performance conditions are fulfilled (the

F-44

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The possible dilutive effect of outstanding options is reflected, as applicable; in the computation of diluted earnings per share (further details are given in Note 12).

The Company approved a Long Term Incentive Plan (“LTIP”) consisting of a plan to provide for VISTA and its subsidiaries to attract and retain talented persons as officers, directors, employees and consultants. The LTIP include the following mechanisms for rewarding and retaining key personal 1) Stock Option Plan, 2) Restricted Stock Units and 3) Performance Restricted Stock and therefore accounted under IFRS 2 “Shared based payments” as detailed above.

Stock Option (“SOP” ) (equity-settled)

The stock option plan (“SOP) gives the participant the right to buy a quantity of shares over certain period of time at the stock price in the market, which has been classified as an equity-settled share-based payment. The cost of the equity-settled share purchase plan is measured at grant date, taking into account the terms and conditions on which the share options were granted. The equity-settled compensation cost is recognized in the consolidated statement of profit or loss and other comprehensive income under the caption of salaries and benefits, over the requisite service period.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Restricted Stock (equity-settled)

Certain key employees of the Company receive additional benefits for free or a minimum value once the conditions are achieved through a share purchase plan denominated in Restricted Stock (“RSs, which has been classified as an equity-settled share-based payment. The cost of the equity-settled share purchase plan is measured at grant date, taking into account the terms and conditions on which the share options were granted. The equity-settled compensation cost is recognized in the consolidated statement of profit or loss and other comprehensive income under the caption of salaries and benefits over the requisite service period.

Performance Restricted Stock (equity settled)

The Company grants Performance Restricted Stock (“PRSs”) to key employees, which entitle them to receive PRSs after having attained certain performance goals over a service period. PRS is classified as an equity-settled share-based payment. The cost of the equity-settled share purchase plan is measured at grant date, taking into account the terms and conditions on which the share options were granted. The equity-settled compensation cost is recognized in the consolidated statement of profit or loss and other comprehensive income under the caption of salaries and benefits, over the requisite service period. As of December 31, 2018 the Company has not granted any PRSs.

2.5

First-time adoption of IFRS

The Company has consistently applied the accounting policies set out in Note 2 in preparing its consolidated financial statements as of December 31, 2018 and for the period from April 4, 2018 (inception) to December 31, 2018 for the successor period.

PELSA, as the predecessor of the Company, has applied IFRS as of and for the first time for the year ended December 31, 2017 with a transition date as of January 1, 2017. In the preparation of the predecessor financial statements, PELSA has applied all the IFRS that are mandatorily effective in the fiscal year beginning January 1, 2018 for the period from January 1, 2018 through April 3, 2018, and as of December 31, 2017 and for the year ended on that date. In addition, those accounting policies were consistently applied in the preparation of an opening IFRS statement of financial position at January 1, 2017 (the “Transition Date”).

For periods up to and including the year ended December 31, 2017, PELSA originally prepared its financial statements in accordance with AR GAAP.

When preparing the first financial statements under IFRS, PELSA adjusted the amounts previously reported in its financial statements prepared in accordance with AR GAAP. The explanation of the transition from AR GAAP to IFRS has affected the financial situation, results of operations and cash flows as explained below.

Accordingly, the Company has prepared financial statements that comply with the IFRS applicable as of and for the period ended December 31, 2018, as described in the summary of significant accounting policies. In preparing these financial statements, PELSA’s opening statement of financial position was prepared as of January 1, 2017, PELSA’s date of transition to IFRS. This note explains the principal adjustments made by PELSA in restating its AR GAAP financial statements, including the statement of financial position as of January 1, 2017 and December 31, 2017 and the results of operations for the year ended December 31, 2017.

F-46

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Exemptions applied

Pursuant to IFRS 1 First-time Adoption of International Financial Reporting Standards, PELSA has applied IFRS on a retrospective basis, subject to the following relevant mandatory exceptions and voluntary exemptions to retrospective application of IFRS:

Estimates

IFRS 1 provides that estimates in accordance with IFRS at the date of transition shall be consistent with estimates made in accordance with previous GAAP (after adjustment to reflect differences in accounting policies); unless there is objective evidence those estimates were in error. The estimates used by the Company´s management to present these amounts in accordance with IFRS reflect conditions at January 1, 2017, the date of transition to IFRS, and as of December 31, 2017. There were no adjustments made to previous GAAP estimates.

Exemption for assets and liabilities of subsidiaries, associates and joint ventures

PELSA became a first-time adopter after its former controlling shareholder, Petrobras Argentina S.A which adopted IFRS as of December 31, 2012 with a transition date on January 1, 2011.

IFRS 1 allows a first-time adopter that adopts IFRS later than its parent to measure assets and liabilities in its financial statements at either:

(i) the carrying amounts included in the parent’s consolidated financial statements, based on the parent’s IFRS transition date, if no adjustments were made for consolidation procedures and effects of the business combination in which the parent acquired the subsidiary; or

(ii) the carrying amounts based on the Company’s own transition date, which could differ from (i) when exemptions result in measurements that depend on transition date or when accounting policies used differ from those used by the parent.

PELSA has elected to use the carrying value of its assets and liabilities based upon the assets and liabilities derived from the transition date of Petrobras Argentina S.A.

F-47

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Reconciliation of Shareholders’ equity at January 1, 2017 and December 31, 2017


	January 1, 2017		December 31, 2017		Reference
Shareholders’ Equity under AR GAAP in AR$		3,053,424		3,483,304
Exchange rate (*)		15.89		18.65
Shareholders’ Equity under AR GAAP in U.S$		192,160		186,782
Effect of application of the functional currency:						a	)
• Effect of Property, Plant and Equipment		162,435		150,378		b	)
• Effect of Income Tax		(43,398)		(63,697)		c	)
• Effect of inventory		1,783		1,548		f	)
• Impairment (loss)/recovery of Property, plant and equipment		(39,620)		5,290

Shareholders’ equity under IFRS		273,360		280,301

(*)	At the exchange rate from AR$ to US$ at January 1, 2017 and at December 31, 2017, respectively.

Reconciliation of Total comprehensive income for the year ended December 31, 2017


	December 31, 2017			Reference
Net income under AR GAAP in AR$		537,679
Exchange rate (*)		16.604
Net income under AR GAAP in US$		32,383
Effect of application of the functional and reporting currency:					a	)
• Effect of depreciation of Property, Plant and equipment		(30,100	)		b	)
• Deferred Income Tax		14,062			c	)
• Effect of pension plan (net of deferred income tax)		231			d	)
• Exchange rate differences in AR GAAP		(7,961	)		e	)
• Recovery of impairment of property, plant and equipment		5,290
Profit for the year under IFRS in US$		13,905
• Effect of pension plan (net of deferred income tax)		(231	)		d	)
Total comprehensive income under IFRS in US$		13,674

(*)	Average exchange rate for the year 2017.

F-48

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Effect of application of the functional and reporting currency

Under AR GAAP, the financial statements were measured and presented in pesos (reporting currency) recognizing the effects of variations in the purchasing power of money by applying the method of restatement in constant currency established by Resolution No. 6 and considering the provisions of the Decree 664/03, which established the suspension of the restatement of financial statements in constant currency as from March 1, 2003. Foreign currency transactions were recorded in pesos at the exchange rate prevailing at the date of each transaction. Exchange differences arising on monetary items in foreign currencies were recognized as financial income (expense) in the year in which they arise.

Under IFRS, companies should determine their functional currency according to the criteria established by IAS 21, “The Effects of Changes in Foreign Exchange Rates”, which may differ from their reporting currency. According to the provisions of that standard, the Company´s management has defined the U.S. dollar as its functional currency. Accordingly, the shareholders’ equity as of January 1 and December 31, 2017, prepared under AR GAAP, have been remeasured into U.S. dollars according to the procedure set out in IAS 21, with the objective of generating the same accounting information that would have been reported if the accounting records were kept in that functional currency.

According to the established procedures, monetary assets and liabilities are remeasured at the relevant closing exchange rates. Non-monetary items, which are measured in terms of historical cost, as well as income and expenses, are remeasured using the exchange rate at the date of the relevant transaction. The results of the remeasurement into U.S. dollars of monetary assets and liabilities in currencies different from U.S. dollar are recognized as income (expense) in the year in which they arise.

PELSA’s investments in Joint Arrangements are classified as Joint Operations in accordance with IFRS 11 Joint Arrangements (interests in oil and gas exploration and production agreements). PELSA has also determined that the functional currency of those joint arrangements is the U.S. dollar.

Valuation of property, plant and equipment (“PP&E”)

PELSA has elected to value property, plant and equipment at depreciated cost at January 1, 2017, measured in the functional currency defined by PELSA in accordance with IFRS. After adopting IFRSs for the first time, the IFRS allow PELSA to choose the treatment for the measurement of PP&E components. The International Accounting Standard 16 – Property Plant and Equipment (“IAS 16”) provides that an entity shall choose either the “cost model” or the “revaluation model”. PELSA chose to continue applying the cost model for all components of PP&E.

Income Tax effect:

Corresponds to the income tax effect of the adjustments under IFRS.

Results related to defined benefit plans

Under AR GAAP, the actuarial losses arising from the remeasurement of the defined benefit obligation of pension plans were recognized under “Other (expense) income, net” account of the statement of profit or loss.

F-49

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Under IFRS, according to the provisions of IAS 19, “Employee benefits” remeasurements of the net defined benefit obligation are recognized in Other Comprehensive Income, and shall not be reclassified to profit or loss in a subsequent period and shall be transferred directly to retained earnings.

Exchange differences in AR GAAP

Corresponds to the elimination of exchange differences recorded under AR GAAP originated by monetary assets and liabilities denominated in U.S. Dollars, and the recognition of the exchange differences representing the measurement of monetary assets and liabilities denominated in currencies other than U.S. dollar, as a result of the application of the functional currency concept previously mentioned.

Inventory

Under both IFRS and AR GAAP inventories are carried at Production cost. Production cost comprises direct purchase costs, cost of production, transportation and manufacturing expenses.

Additionally, commodity inventories and spare parts are stated at the lower of cost and net realisable value under both IFRS and AR GAAP.

The effect in inventory between AR GAAP and IFRS as stated in the reconciliation is due to effect of the change in the functional currency.

Main reclassifications

The main areas that originated reclassifications as a result of the first-time adoption of IFRS are listed below:

Statement of Financial Position:

Mutual funds and certificates of deposits amounting to 2,260 were classified as Short-term Investments under AR GAAP while under IFRS are classified as Cash and cash equivalents.

Checks to be deposited amounting to 8,322 were classified as Cash and banks under AR GAAP while under IFRS are classified as Trade receivables.

Software licenses amounting to 1,019 was classified under Property, Plant and equipment under AR GAAP while under IFRS is classified under Intangible Assets.

Deferred Income tax amounting to (2,151) was classified under other assets under AR GAAP while under IFRS it is classified as Deferred Income Tax liabilities.

Pension plan liability amounting to 4,683 was classified under other payables under AR GAAP while under IFRS is classified under Employee defined benefits plan obligation.

Statement of profit or loss and other comprehensive Income for the year ended December 31, 2017

Surplus gas injection compensation received from the Argentine Government amounting to 15,664 was classified as Revenues under AR GAAP while under IFRS is classified as Other operating income.

F-50

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Exchange differences of 787 (gain) were classified as income tax under AR GAAP and are classified as finance income under IFRS.

Summarized statement of cash flows

Non-Cash transactions were not disclosed under previous ARGAAP. IFRS requires the disclosure of non-cash transactions.

Accordingly, the following reclassification was identified:

Checks to be deposited which were presented as cash and cash equivalent under AR GAAP, under IFRS are disclosed under Trade receivables amounting to 8,321 and 1,164 as of December 31, 2017 and January 1, 2017, respectively.

The cash and cash equivalents at the beginning and end of the year ended December 31, 2017 and the summarized statement of cash flow for the year then ended, remeasured into U.S. dollar under IFRS:


	2017
Net cash flow provided by operating activities		45,867
Net cash flow used in investing activities		(46,570	)
Net cash flow used in financing activities		(6,733	)
Decrease in cash and equivalents		(7,436	)
Cash and equivalents at the beginning of the year		7,649
Translation differences from cash and cash equivalents		2,231
Cash and equivalents at the end of the year		2,444

2.6

Regulatory framework

A-

Argentina

Oil and gas

2.6.1 Amendment of the Argentine Hydrocarbons Law

On October 29, 2014, the Argentine National Congress enacted Law No. 27,007 amending Hydrocarbons Law No. 17,319. This Law incorporates new drilling techniques available in the oil industry, as well as changes mainly related to terms and extensions of exploration permits and exploitation concessions, canons and royalty rates, new legal concepts for the exploration and exploitation of unconventional hydrocarbons in the Continental Shelf and the Territorial Sea, and a promotion regime pursuant to the Executive Branch Order No. 929/13, among other key factors for the industry.

The main changes introduced by Law No. 27,007 are detailed below:

It establishes terms for exploration permits and exploitation and transportation concessions, making a distinction between conventional and unconventional, and continental shelf and territorial sea reservoirs.

F-51

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The 12 percentage payable as royalties to the grantor by exploitation concessionaires on the proceeds derived from liquid hydrocarbons extracted at wellhead and the production of natural gas will remain effective. In case of extension, additional royalties for up to 3% on the royalties applicable at the time of the first extension, up to a maximum of 18%, will be paid for the following extensions.

It provides for two types of non-binding commitments between the National Government and the Provinces aiming to establish a uniform environmental legislation and to adopt a uniform tax treatment to encourage hydrocarbon activities.

It restricts the National Government and the Provinces from reserving new areas in the future in favor of public or mixed companies or entities, irrespective of their legal form. Thus, contracts entered into by provincial companies for the exploration and development of reserved areas before this amendment are safeguarded.

The extension of the Investment Promotion Regime for the Exploitation of Hydrocarbons (Decree No. 929/2013) is established for projects representing a direct investment in foreign currency of at least 250,000, increasing the benefits for other type of projects.

Reversion and transfer of hydrocarbon exploitation permits and concessions in national offshore areas is established when no association contracts subscribed with Energía Argentina S.A. (“ENARSA”) to the National Secretariat of Energy exist.

2.6.1.1 Withholdings for hydrocarbon exports

On September 4, 2018, pursuant to Decree No. 793/2018, the Argentine Government established until December 31, 2020, a 12% export tax duty on commodities with a cap of ARS 4 for each U.S. Dollar for primary commodities (including oil and gas) and ARS 3 for other manufactured products. Although the Company does not actually export hydrocarbons, the domestic prices are influenced by this regulation.

2.6.2 Gas Market

During the last few years, the National Government has created different programs seeking to encourage and increase gas injection into the domestic market.

2.6.2.1 Natural Gas Surplus Injection Promotion Program for Companies with Reduced Injection (the “IR Program”)

In November 2013, pursuant to Resolution No. 60/13, the Commission created the IR Program covering companies with no previous production or with a 3.5 MMm3/day production cap, establishing price incentives for production increases and NGL importation penalties in case of breach of the committed volumes. Furthermore, companies benefiting from this Program and meeting the applicable conditions may request the interruption of their participation in that program and their incorporation into the current one. Resolution No. 60/13 (as amended by the Secretariat of Energy Resolution N° 22/14 and N° 139/14), established a price ranging from 4 US$/MMBTU to 7.5 US$/MMBTU, based on the highest production curve attained.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

On March 6, 2014 and January 30, 2015, PELSA was registered with this program pursuant to Resolutions No. 20/14, of the Secretariat of Economic Policies and Development Planning of the Ministry of Economy and Public Finances.

On January 4, 2016, the Executive Branch Decree No. 272/15 dissolved the Commission created pursuant to Executive Decree No. 1,277/12 and provided that the powers assigned to it would be exercised by the Ministry of Energy and Mining (“MEyM”).

On May 20, 2016, Executive Decree No. 704/16 authorized the delivery of bonds denominated in U.S. Dollars issued by the Argentine Government (BONAR 2020) for a face value of 6,211 for the settlement of amounts outstanding as at December 31, 2015 under the Program. Furthermore, the Executive Decree imposed restrictions on the transferability of such bonds, with a limit of up 3% per month without penalty until December 31, 2017, except to subsidiaries and/or affiliates, and required the filing of information on a monthly basis.

On April 3, 2018, the MEyM issued Resolution No. 97/18 approving the procedure for the settlement of the outstanding compensations under this program. The beneficiary companies that elected for the application of the procedure included in the aforementioned resolution must declare their adhesion to it within the term of twenty business days, waiving all right, action, appeal and claim, present or future, both in administrative and judicial jurisdiction, in relation to the payment of the obligations arising from the Program.

On May 2, 2018, the Group filed with the MEyM the adhesion form, stating its consent and acceptance of the terms and scope of the aforementioned resolution. The balances outstanding as of December 31, 2017, subject to this settlement, amount to 14,366 for PELSA and 4,667 for APCO Argentina Branch that was acquired in April 4, 2018 (Note 31). The resolution establishes an estimated compensation amount of 13,569 for PELSA and of 4,700 for APCO Argentina Branch due to the recognition of higher amounts in terms of U.S. dollars than the original amounts in Argentine pesos converted at the prevailing exchange rate. The settlement procedure foreseen by the Resolution establishes that the amounts will be paid in thirty equal monthly and consecutive installments as from January 1, 2019. Because of this resolution, the Group recognized during the period beginning April 4, 2018 through December 31, 2018, a net loss of approximately 1,760 for the receivable recognized, the Extraordinary canon on SGIC and the recognition of the present value of this receivable according to the new terms net of the gain recognized on the present value of the liability of the Extraordinary canon within financial results. The balance outstanding as of December 31, 2018 is 15,948 and is included in Note 16.

2.6.2.2 Agreement for gas supply to distributors

On November 29, 2017, PELSA, together with the main Argentine gas producers, executed with the MEyM the terms for the supply of natural gas to distributors aiming to establish basic conditions for the purchase of gas supply by distributors, effective from January 1, 2018 through December 31, 2019 (the “transition period”).

Moreover, it established the continuity of the gradual and progressive path of reduction of subsidies, all within the framework of the process of normalization of the natural gas market, which occurs within the period of validity of such Terms and Conditions until December 31, 2019 considered as the “transition period” until the price of natural gas supply agreements will be the price resulting from the free interaction of supply and demand.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The guidelines established in the Terms and Conditions include, among others, the recognition of the right to transfer to the gas canon the cost of gas acquisition paid by users and consumers; establishes the available volumes that each producer and each basin must make available daily to the distributors for each month, who may express their lack of interest before a certain date set forth in the Terms and Conditions; establishes penalties for non-compliance for any of the parties regarding their obligation to deliver or take gas; establishes gas prices for each basin for the next two years between 2018 and 2019, in US dollars, the parties being able to set prices lower than those established under the applicable free negotiations; establishes payment guidelines for the purchases made by the Distributors to producers; ENARSA assumes the obligation to supply the demand corresponding to areas reached by the subsidies of residential gas consumption contemplated in article 75 of Law 25,565 (corresponding to the areas of lower price of residential gas charged to users and consumers), during the period of transition.

The Terms and Conditions constitute the terms and conditions to consider in the negotiations of their respective individual agreements, without this being construed as an obligation. Additionally, the Terms and Conditions establish guidelines for early termination in the event of non-compliance by the parties.

2.6.3 Oil Market

2.6.3.1 Oil Plus Program (“Petróleo Plus”)

PELSA participated in the Oil Plus Program, which provided for certain incentives to production companies. On July 13, 2015, the Decree No. 1,330/15 abrogated this program created by Decree 2,014/2008, which rewarded oil production companies that have increased production and reserves and provided that incentives pending liquidation would be settled through the issuance of Government bonds. On November 30, 2016, Decree No. 1,204/16 was published in the Official Gazette, expanding the issuance of Government bonds for the same purpose.

On September 15, 2015, PELSA received the amount of 2,020 with BONAD 2018 bonds with a face value of one US dollar each and the amount of 8,081 with BONAR 2024 bonds with a nominal value of one US dollar each, based on Decree 1,330/2015 mentioned above.

2.6.3.2 Argentine Hydrocarbons Industry Transition to International Price Agreement

In December 2015, after then new government assumed office, official exchange rate significantly depreciated, thus directly affecting on crude oil costs for refiners. On this regard, the Government jointly with Argentine´s producers and refiners, agreed domestic crude oil prices for 2016-year. A price of U.S. Dollars 67.5 and U.S. Dollars 54.9 per barrel was defined for Medanito variety and Escalante variety, respectively for the first seven months and the application of a 2%, 4%, 6%, 8% and 10% discount on the mentioned prices for the rest of the months, respectively.

On January 11, 2017, the Government and Argentine´s producers and refiners signed the Argentina Hydrocarbons Industry Transition to International Price Agreement, aiming to achieve international parity for domestic crude oil price produced and traded in Argentina during 2017.

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PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

On March 21, 2017, Executive Order No. 192/2017 created the Crude Oil and Oil Derivatives Import Operations Registry and established canon positions for certain products subject to registration and authorization requirements.

Notwithstanding the foregoing, the agreement provided for the power of either party to abandon the agreement during its term, which was also subject to compliance with certain variables such as the exchange rate or price of Brent crude oil within certain established parameters. During the last quarter of 2017, the price agreement was suspended because it considered this suspension in case the average international price of 10 days exceeds the local price, but it also states that it may be restored if the average price of Brent crude is positioned below the local price for more than 10 days.

Since then, the market players—producers and refiners—began to freely agree on domestic oil prices, generally valid on a calendar-month basis and linked to the Brent international benchmark, while maintaining limits on the exchange rate.

2.6.4 Royalties and other canons

Royalties are applied to the total production of the concessions, and are calculated by applying 12% to production, after discounting certain expenses in order to bring the value of the cubic meter of crude oil, natural gas and liquefied gas at a price from wellhead. Royalties are recorded within the cost of sales.

As of July 2009, as part of the agreement to extend concessions with the Province of Neuquén, mentioned in Note 29.3, an extraordinary canon on production of 3% was included, for the production corresponding to the Neuquén province of the Entre Lomas and Bajada del Palo oil and gas properties.

Likewise, up to the declaration of commerciality of the fields Charco del Palenque and Jarilla Quemada in Agua Amarga, in November 2009 and August 2015, respectively, the joint operation paid to the Province of Río Negro a 6.5% royalty on the monthly production of these fields.

Finally, also as part of the extension agreement of the concession with the Province of Río Negro, mentioned in Note 29.3, an additional amount equivalent to 3% of the production corresponding to the Río Negro territory of the Entre Lomas area was included.

B-

Mexico

Upstream activities

In 2013, Mexico introduced certain amendments to the Mexican Constitution, which led to the opening of the oil, natural gas, and power sectors to private investment.

As part of energy reform, Petróleos Mexicanos (Pemex) was transformed from a decentralized public entity into a productive state-owned company. In August 2014, the Mexican Congress passed secondary laws to implement the reforms. The reforms allow the Mexican government to grant contracts to private-sector entities in the

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

upstream sector through public tenders. These amendments also allow private-sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons, including the processing, compression, liquefaction, regasification, transportation, distribution, marketing and retail of natural gas, the transportation, storage, distribution, marketing and retail of oil products, including NGL, and the transportation (through pipelines) and related storage of petrochemicals, including ethane.

Authorized Governmental Agency

The Ministry of Energy (SENER) is responsible for developing the country’s upstream policy, including the determination of which areas will be made available through public tenders. They decide the bidding schedule and the contract models that are to apply. Additionally, they approve all non-fiscal terms of the contract. The Ministry of Finance (SHCP) approves all fiscal terms that apply to the contracts. The Ministry of Finance also participates in the audits.

The National Hydrocarbons Commission (CNH) conducts the bidding rounds that award contracts to oil companies and consortiums of companies. They interface with Pemex and private companies and manage all E&P contracts. Contracts for the transportation, storage, distribution, compression, liquefaction, decompression, regasification, marketing, and sale of crude oil, oil products, and natural gas are granted by the Energy Regulatory Commission (CRE).

Market Regulations

In accordance with the Ley de Ingresos de la Federación para el Ejercicio Fiscal de 2017 (2017 Federal Revenue Law), during 2017 the Mexican Government gradually removed price controls on gasoline and diesel as part of the liberalization of fuel prices in Mexico. To the date of issuance of these financial statements, sales prices of gasoline and diesel have been fully liberalized and are determined by the market.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Federal Environmental Law

The Mexican Federal Environmental Liability Law ( Ley Federal de Responsabilidad Ambiental ) enacted on July 7, 2013 regulates environmental liability arising from damages to the environment including remediation and compensation. This liability regime is independent from administrative, civil or criminal liability regimes.

Note 3. Significant accounting judgements, estimates and assumptions

The preparation of financial statements requires the Company’s Management to make future estimates and assessments, to apply critical judgment and to establish assumptions affecting the application of accounting policies and the amounts of disclosed assets and liabilities, income and expenses.

The estimates and accounting judgments used in the preparation of these financial statements are evaluated on a continuous basis and are based on past experiences and other reasonable factors under the existing circumstances. Actual future results might differ from the estimates and evaluations made at the date of preparation of these financial statements.

3.1 Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations (see Note 3.2 below), that the management have made in the process of applying the Group’s and predecessor accounting policies and that have the most significant effect on the amounts recognized in the financial statements.

3.1.1 Contingencies

The Company is subject to various claims, lawsuits and other legal proceedings that arise during the ordinary course of its business. The Company’s liabilities with respect to such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Periodically, the Company reviews the status of each contingency and assesses potential financial liability, applying the criteria indicated in Note 21.3, for which elaborates the estimates mainly with the assistance of legal advisors, based on information available to the Management at financial statements date, and taking into account the Company’s litigation and resolution/settlement strategies.

Contingencies include outstanding lawsuits or claims for possible damages to third parties in the ordinary course of the Company’s business, as well as third party claims arising from disputes concerning the interpretation of legislation.

The Company evaluates whether there would be additional expenses directly associated to the ultimate resolution of each contingency, which will be included in the provision if they may be reasonably estimated.

3.1.2 Environmental remediation

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PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

pollution is prevented or limited; or (c) the costs are incurred to prepare the assets for sale and the book value (which considers those costs) of such assets does not exceed their respective recoverable value.

Liabilities related to future remediation costs are recorded when, based on environmental assessments, such liabilities are probable to materialize, and costs can be reasonably estimated. The actual recognition and amount of these provisions are generally based on the Company’s commitment to an action plan, such as an approved remediation plan or the sale or disposal of an asset. The provision is recognized on the basis that a future remediation commitment will be required.

The Company measures liabilities based on its best estimation of present value of future costs, using currently available technology and applying current environmental laws and regulations as well as the Company’s own internal environmental policies.

3.1.3 Business Combinations

The acquisition method involves the measurement at fair value of the identifiable assets acquired and the liabilities assumed in the business combination at the acquisition date.

For the purpose to determine the fair value of identifiable assets, the Company uses the valuation approach considered the most representative for each asset. These include the i) income approach, through indirect cash flows (net present value of expected future cash flows) or through the multi-period excess earnings method, ii) cost approach (replacement value of the good adjusted for loss due to physical deterioration, functional and economic obsolescence) and iii) market approach through comparable transactions method.

Likewise, in order to determine the fair value of liabilities assumed, the Company’s Management considers the probability of cash outflows that will be required for each contingency, and elaborates the estimates with assistance of legal advisors, based on the information available and taking into account the strategy of litigation and resolution / liquidation.

Management´s critical judgment is required in selecting the approach to be used and estimating future cash flows. Actual cash flows and values may differ significantly from the expected future cash flows and related values obtained through the mentioned valuation techniques.

3.1.4 Joint arrangements

Judgement is required to determine when the Group has joint control over an arrangement, that requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. The Group has determined that the relevant activities for its joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work programme and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity’s joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, as set out in Note 2.3.

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PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Group to assess their rights and obligations arising from the arrangement. Specifically, the Group considers:

•

The structure of the joint arrangement—whether it is structured through a separate vehicle.

•

When the arrangement is structured through a separate vehicle, the Group also considers the rights and obligations arising from:

•

The legal form of the separate vehicle.

•

The terms of the contractual arrangement.

•

Other facts and circumstances, considered on a case-by-case basis.

This assessment often requires significant judgement. A different conclusion about both joint control and whether the arrangement is a joint operation or a joint venture, may materially affect the accounting, as set out in Note 2.3.

3.1.5 Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. The functional currency of each entity in the Group is the U.S. Dollar. Determination of functional currency may involve certain judgements to identify the primary economic environment and the parent entity reconsiders the functional currency of its entities if there is a change in events and conditions, which determined the primary economic environment.

3.2 Key sources of estimation uncertainty

The estimates, which have a significant risk of producing adjustments on the amounts of the assets and liabilities during the following year, are detailed below:

3.2.1 Impairment of Goodwill

Goodwill is reviewed for impairment annually or more frequently, if events or changes in circumstances indicate the recoverable amount of the Group of CGUs to which the Goodwill relates should be assessed. In assessing whether goodwill has been impaired, the carrying amount of the Group of CGUs to which Goodwill has been allocated is compared with its recoverable amount. Where the recoverable amount of the Group of CGUs is less than the carrying amount (including goodwill), an impairment is recognized.

The Group carries a Goodwill of 28,484 on its statement of financial position as of December 31, 2018, and nil and nil as of December 31, 2017 and January 1, 2017 (Note 14), respectively, principally relating to the Initial Business Combination (Note 31). For impairment testing purposes, the goodwill generated through the PELSA and APCO business combinations (Notes 31.1 and 31.3) has been allocated to the Bajada del Palo CGU, while the goodwill generated through the JDM / Medanito business combination (Note 31.2) has been allocated to the JDM / Medanito CGU.

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PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Determination as to whether a CGU or Group of CGUs containing Goodwill is impaired involves management estimates on highly uncertain matters including determining the appropriate Grouping of CGUs for Goodwill impairment testing purposes. The Company monitors Goodwill for internal management purposes based on its single business segment.

In testing goodwill for impairment, the Group uses the approach described Note 3.2.2

As of December 31, 2018, the CGU’s with allocated Goodwill were not at risk of impairment according to the impairment test performed as of that date (Note 3.2.2). No impairment losses were recognized during the period beginning April 4, 2018 through December 31, 2018.

3.2.2 Impairment of non-financial assets other than Goodwill

Non-financial assets, including identifiable intangible assets, are reviewed for impairment at the lowest level at which there are separately identifiable cash flows that are largely independent of the cash flows of other Groups of assets or CGUs. For this purpose, each owned or jointly operated oil and gas property has been considered a single CGU, as all of each of their assets jointly contribute to the generation of independent cash inflows, which are derived from a single product; thus cash inflows cannot be attributed to individual assets.

In order to evaluate if there is evidence that a CGU could be impaired, both external and internal sources of information are analized, whenever events or changes in circumstances indicate that the carrying amount of an asset or CGU may not be recoverable. Examples of these events are: changes in the Group’s business plans, changes in the Group’s assumptions about commodity prices and discount rates, evidence of physical damage or, for oil and gas assets, significant downward revisions of estimated reserves or increases in estimated future development expenditure or decommissioning costs, the cost of raw materials, the regulatory framework, the projected capital investments and the evolution of the demand. If any such indication of impairment exists, the Group makes an estimate of the asset’s or CGU’s recoverable amount.

A CGU’s recoverable amount is the higher of its fair value less costs of disposal and its value in use (“VIU”). Where the carrying amount of a CGU exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. Given the nature of the Group’s activities, information on the fair value of an asset or CGU is usually difficult to obtain unless negotiations with potential purchasers or similar transactions are taking place. Consequently, unless indicated otherwise, the recoverable amount used in assessing impairment is value in use.

The value in use of each CGU is estimated based on the present value of future net cash flows that these CGUs will generate. The business plans for each CGU, which are approved on an annual basis by executive management, are the primary source of information for the determination of value in use. They contain forecasts for oil, NGL and natural gas production, sales volumes, costs and capital expenditure. As an initial step in the preparation of these plans, various assumptions regarding market conditions, such as oil prices, natural gas prices, foreign currency exchange and inflation rates are set by executive management. These assumptions take into account existing prices, global supply-demand equilibrium for oil and natural gas, other macroeconomic

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PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

factors and historical trends and variability. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the asset Group and are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money.

Determination as to whether, and by how much, an asset or CGU is impaired involves management estimates on highly uncertain matters such as the effects of inflation and deflation on operating expenses, discount rates, production profiles, reserves and resources, and future commodity prices, including the outlook for global or regional market supply-and-demand conditions for crude oil and natural gas. Judgement is required when determining the appropriate Grouping of assets into a CGU. The actual cash flows and the values may differ significantly from the expected future cash flows and the related values obtained through discount techniques and could result in a material change to the carrying values of the Group’s assets.

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PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Key assumptions used

The calculation of value in use made by PELSA for the Bajada del Palo CGU, Agua Amarga CGU and Entre Lomas CGU, and made by the Company for the Bajada del Palo CGU, Agua Amarga CGU, Entre Lomas CGU, Jagüel de los Machos CGU, 25 de Mayo – Medanito CGU, Coirón Amargo Sur Oeste CGU, Coirón Amargo Norte CGU, Acambuco CGU, Sur Río Deseado Este CGU is more sensitive to the following assumptions:


	Successor— December 31, 2018			Predecessor April 3, 2018			Predecessor— December 31, 2017			Predecessor— January 1, 2017
Discount rates (post-tax)		11.90	%		11.25	%		10.10	%		10.66	%
Crude oil, NGL and natural gas prices Crude oil—Brent (USD/bbl.)
2017		—			—			—			55.00
2018		—			64.50			64.50			62.00
2019		70			65.00			65.00			65.00
2020		71.30			66.00			66.00			63.00
2021		69.60			65.90			65.90			65.00
2022		70			65.00			65.00			65.00
Onwards		67.50			65.00			65.00			65.00
Natural Gas—Local prices (US$/MMBTU)
2017		—			—			—			4.60
2018		—			4.60			4.60			4.60
2019		4.60			4.50			4.50			4.50
2020		4.60			4.50			4.50			4.50
2021		4.60			4.50			4.50			4.50
2022		4.60			4.50			4.50			4.50
Onwards		4.60			4.50			4.50			4.50
NGL—Local prices (US$/Tn.)
Onwards		430			439			439			439
Foreign Exchange rate (ARS/USD)
2017		—			—			—			18.00
2018		—			24.20			24.20			24.20
2019		47.00			30.40			30.40			30.40
2020		54.00			34.80			34.80			34.80
2021		60.00			38.60			38.60			38.60
2022		74.60			38.60			38.60			38.60
Onwards		74.60			38.60			38.60			38.60
Argentina Inflation Rate (2018-2021 from IMF)
2017		—			—			—			—
2018		—			28	%		28	%		28	%
2019		28.80	%		17	%		17	%		17	%
2020		13	%		13	%		13	%		13	%
2021 and onwards		9	%		9	%		9	%		9	%
US Inflation Rate Onwards		+0	%		+2	%		+2	%		+2	%

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Discount rates: Discount rates represent the current market assessment of the risks specific to PELSA or the Group, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of PELSA or the Group and is derived from its weighted average cost of capital (WACC), with appropriate adjustments made to reflect the risks and to determine the post-tax rate. The income tax rate used is the current statutory tax rate in Argentina of 30% for 2018 and 2019 and of 25% for 2020 onwards (based on the modification of the year 2017 income tax law explained in Note 32). The WACC takes into account both cost of debt and cost of equity. For the calculation of the WACC, public market data of certain companies that are considered similar to VISTA according to the industry, region and specialty were used (“Comparables”). The cost of equity is derived from the expected return on investment by the Group’s investors that arise from the Capital Asset Pricing Model. The cost of debt is derived from the cost of Comparables’ corporate bonds.

Crude oil, natural gas and NGL prices: Forecast commodity prices are based on management’s estimates and available market data.

For crude oil prices, management considered discounts or premium depending on the quality of the crude oil or natural gas produced in each of the CGUs. The evolution of Brent prices was estimated with the median projections of analysts from different banks on the Brent Price for the next five years.

In order to forecast the local price of natural gas at 9,300 kcal/m3 (“Gas Price”), given that it is decoupled from the international price of gas and is influenced by the Argentina level of supply and demand balances, management used an average of the price received for the sale of gas in each of the CGUs. The Gas Price is adjusted linearly by the calorific value of the gas produced from each of the CGUs.

VISTA’s long-term assumption for oil prices is similar to the recent market prices reflecting the judgement that recent prices are consistent with the market being able to produce sufficient oil to meet global demand sustainably in the longer term.

Production and reserves volumes: The estimated future level of production in all impairment tests is based on assumptions about future commodity prices, production and development costs, field decline rates, current fiscal regimes and other factors. Reserves assumptions for value-in-use tests are restricted to proved and probable reserves. To estimate the future level of production the reserve reports audited by external engineers were used adjusting by the temporality of the activity (e.g. drilling new wells and workovers) to adapt to the Vista plans. These assumptions reflect all reserves and resources that management believes a market participant would consider when valuing the asset. In determining the recoverable amount, risk factors may be applied to reserves and resources, which do not meet the criteria to be treated as proved. For each type of reserve, management used a risk factor between 70% and 100% of success from their estimated full potential value.

Foreign exchange and inflation rates: For the evolution of the foreign exchange rate and Argentina inflation rate in ARS, an integral analysis was carried out, incorporating the Company´s own projections, market expectations and the Argentina Executive Branch estimates. With respect to the U.S. inflation rate in U.S. dollars management considered the forecasts of the Board of Governors of the FED (United States Federal Reserve).

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PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Sensitivity to changes in assumptions

With regard to the assessment of value in use as of December 31, 2018, management believes that there are no reasonably possible changes in any of the above key assumptions that would cause the carrying value of the any CGU to materially exceed its recoverable amount.

With regard to the assessment of value in use as of December 31, 2017 and January 1, 2017, the sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.


	Predecessor As of December 31, 2017	Predecessor As of January 1, 2017
Discount rate	+/- 100 basis points	+/- 100 basis points
Carrying amount	(0,100) / 0,900	(3,500) / 3,700

Expected crude oil, natural gas and NGL prices	+/- 10%	+/- 10%
Carrying amount	4,000 / (3,100)	39,100 / (40,400)

Foreign exchange rate (ARS/U.S. Dollars)	+/- 10%	+/- 10%
Carrying amount	1,800 / (1,100)	12,900 / (15,800)

Argentina inflation rate	+/- 10%	+/- 10%
Carrying amount	(1,000) / 1,900	(1,500) / 1,200

The sensitivity analysis presented above may not be representative of the actual change in the carrying amount as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

As of December 31, 2018, December 31, 2017 and January 1, 2017, the net book value of Property, Plant and Equipment and Intangible Assets are shown in Note 13 and 14, respectively.

No impairment losses or recoveries were recognized during the period beginning April 4, 2018 through December 31, 2018.

During the period beginning January 1, 2018 through April 3, 2018, the year ended December 31, 2017 and as of January 1, 2017, total (recovery)/ impairment loss of nil, (5,290) and 39,620 were recognized in respect of producing oil and gas properties mainly corresponding to Agua Amarga and Entre Lomas CGUs.

The triggers for the impairment tests of the CGUs were primarily the effect of variability of prices, the macroeconomic situation of Argentina during those periods and variability of the discount rate. The recoverable amount was based on management’s estimate of VIU as of December 31, 2018, April 3, 2018, December 31, 2017 and January 1, 2017.

F-64

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

3.2.3 Current and deferred Income tax

The Company Management has to assess regularly the positions stated in the tax returns as regards those situations where the applicable tax regulations are subject to interpretation and, if necessary, establish provisions according to the estimated amount that the Company will have to pay to the tax authorities. When the final tax result of these items differs from the amounts initially recognized, those differences will have an effect on the income tax and on the deferred tax provisions in the fiscal year when such determination is made.

There are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for eventual tax claims based on estimates of whether additional taxes will be due in the future.

Deferred tax assets are reviewed at each reporting date and reduced in accordance with the probability that the sufficient taxable base will be available to allow for the total or partial recovery of these assets. Deferred tax assets and liabilities are not discounted. In assessing the realization of deferred tax assets, Management considers that it is likely that a portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income in the periods in which these temporary differences become deductible. To make this assessment, Management takes into consideration the scheduled reversal of deferred tax liabilities, the projections of future taxable profits and tax planning strategies.

Assumptions about the generation of future taxable profits depend on Management’s estimates of future cash flows. These estimates of future taxable profits are based on forecast cash flows from operations (which are impacted by production and sales volumes, oil and gas prices, reserves, operating costs, decommissioning costs, capital expenditure, dividends and other capital management transactions) and judgement about the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the reporting date could be impacted.

In addition, future changes in tax laws in the jurisdictions in which the Group operates could limit the ability of the Group to obtain tax deductions in future periods.

The carrying amount as of December 31, 2018, December 31, 2017 and January 1, 2017 of the Deferred income tax liability, net is 133,757, 28,840 and 38,559 and for the Income tax liability is 22,429, 1,401 and 5,454, respectively.

3.2.4 Asset retirement obligations

Asset retirement obligations after completion of operations require the Company’s Management to estimate the number of wells, long-term well abandonment costs and the time remaining until abandonment. Technology, costs, political, environmental and safety considerations constantly change and may result in differences between actual future costs and estimates.

Asset retirement obligations estimates are adjusted when it is justified by changes in the evaluation criteria or at least once a year.

F-65

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The carrying amount as of December 31, 2018, December 31, 2017 and January 1, 2017 of the Asset retirement obligation is 16,253, 15,642 and 13,740, respectively.

3.2.5 Oil and gas reserves

Oil and gas properties are depreciated using the units of production (“UOP”) method over total proved developed and undeveloped hydrocarbon reserves. Reserves mean oil and gas volumes that are economically producible, in the areas where the Company operates or has a (direct or indirect) interest and over which the Company has exploitation rights, including oil and gas volumes related to those service agreements under which the Company has no ownership rights on the reserves or the hydrocarbons obtained and those estimated to be produced for the contracting company under service contracts.

The Company uses the information obtained from the calculation of reserves in the determination of depreciation of assets used in the areas of oil and gas, as well as assessing the recoverability of these assets (Note 3.2.1, Note 3.2.2, Note 13 and Note 35).

3.2.6 Share-based payments

For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Group uses a Black & Sholes model. The carrying amount, assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 33.

Note 4. Segment information

The Executive Management Committee (the “Committee”) of the Company has been identified as the CODM, which is responsible for the allocation of resources and evaluating the performance of the operating segment. The Committee monitors the operating results of its oil and gas properties, based on its separate production, due to the purpose of making decisions about the allocation of the resources and performance indicators.

F-66

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The Committee considers the business as one single segment, the exploration and production of natural gas, liquid gas and crude oil (includes all upstream business activities), through its own activities, subsidiaries and share holdings in joint operations, and based on the business nature, customer portfolio and risks involved. The company did not aggregate any segment, as it has only one.

For the period beginning April 4, 2018 through December 31, 2018, January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017, all its revenues and operations are derived from external Argentine customers, the depreciation of oil and gas properties and property, plant and equipment is fully associated with Argentina.

Accounting criteria used by the subsidiaries to measure results, assets and liabilities of the segment is consistent with that used in these financial statements.

The following table summarizes non-current assets other than deferred taxes by jurisdiction:


	Consolidated Successor As of December 31, 2018		Predecessor As of December 31, 2017		Predecessor As of January 1, 2017
Argentina		871,313		260,547		288,676
Mexico		29,684		—		—

Total		900,997		260,547		288,676

Note 5. Revenue from contracts with customers


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Sales of goods and services		331,336		44,463		198,075

Revenue from contracts with customers		331,336		44,463		198,075

The Group’s transactions and the main revenues steams are described in Note 2.4.7. The Group’s revenues are derived from contracts with customers.

F-67

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

5.1 Disaggregated revenue information


Types of goods	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Revenue from crude oil		260,079		31,501		146,635
Revenue from natural gas		65,164		11,418		45,947
Revenue from NGL		6,093		1,544		5,477
Revenue from other goods and services		—		—		16

Revenue from contracts with customers		331,336		44,463		198,075


Sales Channel	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Refineries		260,079		31,501		146,635
Retail distributors of natural gas		10,254		—		893
Natural gas for electricity generation		3,670		2,689		18,374
Industries		51,240		8,729		26,680
Commercialization of NGL		6,093		1,544		5,477
Other sales channels		—		—		16

Revenue from contracts with customers		331,336		44,463		198,075

5.2

Performance obligations

The Group’s performance obligations relate to transfer goods to their customers. The Group´s upstream business carries out all activities relating to the exploration, development and production of oil and natural gas. Revenue from customers is generated mainly from the sale of produced oil, natural gas and NGL to third parties at a point in time.

F-68

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 6. Crude oil stock fluctuation and operating expenses

Note 6.1 Crude oil stock fluctuation


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Inventories of crude oil at the beginning of the period/year		2,201	⁽¹⁾		1,468			9,024

Plus: Charges for the period/year
Incorporation of inventories for acquisition of companies ⁽²⁾		2,398			—			—

Less: Inventories of crude oil at the end of the period/year		(5,840	)		(2,201	)		(1,468	)

Total Crude oil stock fluctuation		(1,241	)		(733	)		7,566

(1)	The inventory of crude oil acquired from PELSA for an amount of 2,201 are included in the inventories at the beginning of the period held by the Successor entity.

(2)	This amount includes the inventory of crude oil acquired from APCO for an amount of 1,977 and acquired from the 3.85% for an amount of 422. There was no inventory acquired from JdM nor Medanito.

Note 6.2 Operating expenses


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Consumption of materials and repairs		44,363		4,028		15,416
Fees and compensation for services		21,144		10,956		47,371
Salaries and social security charges		7,353		1,515		7,714
Easements and canons		7,147		1,329		4,082
Transportation		2,204		113		531
Employee benefits		1,421		270		1,240
General expenses		2,613		156		1,107

Total Operating expenses		86,245		18,367		77,461

F-69

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 7. Selling expenses


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Taxes, rates and contributions		10,349		1,506		6,739
Transportation		5,878		787		3,593
Tax on bank transactions		4,390		648		2,367
Allowances for expected credit losses		539		49		—
Fees and compensation for services		158		101		542
Other		27		—		23

Total selling expenses		21,341		3,091		13,264

Note 8. General and administrative expenses


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Fees and compensation for services		9,067		67		293
Salaries and social security charges		6,493		375		2,913
Share-based payments expense		4,021		—		—
Employee benefits		2,366		253		639
Taxes, rates and contributions		951		18		27
Other personnel expenses		696		—		—

F-70

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Directors’ and Statutory Auditor’s fees		289		—		—
Institutional advertising and promotion		272		—		—
Depreciation of Property, plant and equipment		—		518		2,066
Other		47		235		836

Total General and administrative expenses		24,202		1,466		6,774

Note 9. Exploration expenses


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Geological and geophysical expenses		637		44		320
Salaries and social security charges		—		74		642
Employee benefits		—		16		87

Total Exploration expenses		637		134		1,049

F-71

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 10. Other operating income and expenses

Note 10.1 Other operating income


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Services to third parties ⁽¹⁾		2,699		763		412
Surplus Gas Injection Compensation (SGIC)		—		291		16,938
Gain on sale of property, plant and equipment		—		—		384
Reversal of allowance for expected credit losses		—		—		13
Other		—		186		55

Total other operating income		2,699		1,240		17,802

(1)	Corresponds to services provided to customers that does not correspond to the main activity of the Company, these revenues are recognized as disclosed in Note 2.4.7.2.

10.2 Other operating expenses


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Restructuring expenses ⁽¹⁾		12,018		—		—
Transaction cost related to the business combinations (Note 31)		2,380		—		—
Provision for environmental remediation		1,168		—		—
Allowance for obsolesce of inventories		1,125		—		491
Provision for contingencies (Note 21)		240		2		2,566
Extraordinary tariff on SGIC		—		133		1,711
Other		1,166		—		357

Total other operating expenses		18,097		135		5,125

F-72

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

(1)	During the period from April 4, 3018 through December 31, 2018 the Company recorded restructuring charges that includes severance payments and other related fees, such charges relates principally to reorganization in the structure of the Group.

Note 11. Financial results

11.1

Interest income


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Interests on government notes at amortized costs		407		239		166
Financial interests		2,125		—		—

Total Finance income		2,532		239		166

11.2 Interest expense


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018		Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Borrowing interest (Note 17.1.1)		15,546		—		—
Other interest		200		23		18

Total Finance costs		15,746		23		18

F-73

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

11.3 Other financial results


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Foreign currency exchange difference, net		3,005			(995	)		(1,506	)
Changes in the fair value of government bonds and notes and mutual funds		1,415			69			1,885
Changes in the fair value of Warrants (Note 17.2)		(8,860	)		—			—
Unwinding of discount on asset retirement obligation		(897	)		(233	)		(815	)
Effect of discount of assets and liabilities at present value		(2,743	)		—			—
Costs of early settlements of borrowings and other financing costs (Note 17.1.1)		(14,474	)		—			—
Other		(366	)		—			—

Total Other financial results		(22,920	)		(1,159	)		(436	)

Note 12. Earnings per share

a) Basic

Basic earnings (loss) per share are calculated by dividing the result attributable to the Company’s and its Predecessor’s equity interest holders, respectively, by the weighted average of outstanding common shares during the period / year of the Company and its Predecessor, respectively.

b) Diluted

Diluted earnings (loss) per share are calculated by adjusting the weighted average of outstanding common shares of the Company and its Predecessor, respectively, to reflect the conversion of all dilutive potential common shares.

Potential common shares will be deemed dilutive only when their conversion into common shares may reduce the earnings per share or increase losses per share of the continuing business. Potential common shares will be deemed anti-dilutive when their conversion into common shares may result in an increase in the earnings per share or a decrease in the losses per share of the continuing operations.

F-74

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

higher than the average price of common shares during the period, no dilutive effect is recorded, being the diluted earnings (loss) per share equal to the basic.

As of April 3, 2018 and December 31, 2017, the Predecessor Company does not hold any potential dilutive shares nor any antidilutive potential dilutive share; therefore, there are no differences with the basic earnings (loss) per share.


	Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Net (loss) profit for the period/year		(6,649	)		13,905
Weighted average number of outstanding common shares (number of shares)		95,443,572			95,443,572

Basic and diluted (losses) earnings per common share (U.S. Dollar per share)		(0.07	)		0.14

As of December 31, 2018, VISTA has shares that can potentially be dilutive. The basic loss per share (LPS) is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. The diluted loss per share (LPS) is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, plus the weighted average number of common shares they would be issued upon the conversion of all instruments with dilution potential in common shares unless such shares are anti-dilutive.


	Successor For the period from April 4, 2018 through December 31, 2018
Net loss for the period		(26,382	)
Weighted average number of outstanding common shares (number of shares)		70,409,317

Basic and diluted loss per common share (U.S. Dollar per share)		(0.37	)

As of December 31, 2018, VISTA has the following potential common shares that are anti-dilutive and are therefore excluded from the weighted average number of common shares for the purpose of diluted earnings per share:

21,666,667 Series A shares related to the 65,000,000 to the Series A Warrants (as defined below) (Note 20.1),

ii.

9,893,333 related to the 29,680,000 Warrants (as defined below) (Note 20.1),

iii.

6,666,667 Series A shares related to the 5,000,000 forward purchase agreement (“FPA”) Warrants (as defined below) (Note 20.1),

F-75

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

iv.

500,000 Series A shares, related to a certain private subscription agreement (Note 20.1.2), and

8,750,000 related to the share-based payments granted to employee (Note 33).

Due to the anti-dilutive nature of the potential common shares disclosed above there are no differences with the basic loss per share.

There have been no other transactions involving common shares or potential common shares between the reporting date and the date of authorization of these financial statements.

F-76

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 13. Property, plant and equipment

Changes in property, plant and equipment for the periods from April 4, 2018 through December 31, 2018, for the period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 are as follows:


Cost	Land and buildings			Vehicles, machinery, installations, computer equipment and furniture			Oil and gas properties			Wells and production facilities			Work in progress			Materials			Total
As of January 1, 2017		351			15,898			61,991			967,931			5,508			1,796			1,053,475

Additions		—			1,189			—			1,290			28,354			3,093			33,926
Transfers		—			—			—			29,951			(29,951	)		—			—
Disposals		—			(91	)		—			—			—			(3,614	)		(3,705	)

As of December 31, 2017		351			16,996			61,991			999,172			3,911			1,275			1,083,696

Additions		—			—			—			—			3,999			4,564			8,563
Transfers		—			644			—			2,995			(3,639	)		—			—
Disposals		—			—			—			(288	)		—			(1,241	)		(1,529	)

As of April 3, 2018		351			17,640			61,991			1,001,879			4,271			4,598			1,090,730

Accumulated depreciation from business combination of PELSA to arrive to net book value		(69	)		(10,698	)		(50,152	)		(778,061	)		—			—			(838,980	)
Additions from PELSA’s acquisition (Note 31.1)		14			409			47,725			12,588			225			17			60,978
Additions from business combination of JdM and Medanito (Note 31.2)		1,818			1,726			—			78,298			4,254			—			86,096
Additions from business combination of APCO (Note 31.3)		89			2,188			300,997			73,275			1,675			2,162			380,386
Additions		18			1,116			9,000			4,732			117,348	⁽²⁾		18,085			150,299
Transfers		—			3,459			—			44,090			(32,178	)		(15,371	)		—
Disposals		—			(175	)		(18,255	) ⁽¹⁾		(11,839	)		(4,902	)		—			(35,171	)

As of December 31, 2018		2,221			15,665			351,306			424,962			90,693			9,491			894,338

F-77

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


Cost	Land and buildings			Vehicles, machinery, installations, computer equipment and furniture			Oil and gas properties			Wells and production facilities			Work in progress		Materials		Total
Accumulated depreciation and impairment
As of January 1, 2017		(62	)		(9,165	)		(54,666	)		(703,433	)		—		—		(767,326	)

Depreciation and depletion charge for the year		(6	)		(1,305	)		(1,417	)		(59,794	)		—		—		(62,522	)
Impairment loss (recovery)		—			—			6,467			(1,177	)		—		—		5,290
Eliminated on disposals		—			91			—			—			—		—		91

As of December 31, 2017		(68	)		(10,379	)		(49,616	)		(764,404	)		—		—		(824,467	)

Depreciation and depletion charge for the period		(1	)		(319	)		(536	)		(13,657	)		—		—		(14,513	)

As of April 3, 2018		(69	)		(10,698	)		(50,152	)		(778,061	)		—		—		(838,980	)

Reversal of Accumulated depreciation from business combination of PELSA		69			10,698			50,152			778,061			—		—		838,980
Depreciation and depletion charge for the period		(14	)		(1,529	)		(1,426	)		(71,006	)		—		—		(73,975	)
Eliminated on disposals		—			175			—			184			—		—		359

As of December 31, 2018		(14	)		(1,354	)		(1,426	)		(70,822	)		—		—		(73,616	)

Net book value
As of December 31, 2018		2,207			14,311			349,880			354,140			90,693		9,491		820,722

As of December 31, 2017		283			6,617			12,375			234,768			3,911		1,275		259,229

As of January 1, 2017		289			6,733			7,325			264,498			5,508		1,796		286,149

(1)	Disposals of Oil and Gas properties of the year 2018 are related to CASO-Aguila Mora swap agreement. This transaction did not generate cash flow

(2)	Additions of work in progress of year 2018 includes wells related to Águila Mora oil and gas property for 13,157. This transaction did not generate cash flows (Note 29.3.5).

F-78

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Please refer to Note 3 for the details on impairment testing of oil and gas properties.

Note 14. Goodwill and other intangible assets

Changes in goodwill and other intangible assets for the periods from April 4, 2018 through December 31, 2018, for the period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 are as follows:


			Other intangible assets
Cost	Goodwill		Software licenses			Exploration rights		Total
As of January 1, 2017		—		5,042			—		5,042

Additions		—		240			—		240

As of December 31, 2017		—		5,282			—		5,282

Additions		—		13			—		13

As of April 3, 2018		—		5,295			—		5,295

Additions				1,805			29,681		31,486
Additions from business combinations (note 31)		28,484		75			—		75
Accumulated depreciation from business combination of PELSA to arrive to net book value		—		(4,459	)		—		(4,459	)

As of December 31, 2018		28,484		2,716			29,681		32,397

Accumulated amortization
As of January 1, 2017		—		(3,506	)				(3,506	)

Amortization charge for the year		—		(755	)				(755	)

As of December 31, 2017		—		(4,261	)				(4,261	)

Amortization charge for the period		—		(198	)				(198	)

As of April 3, 2018		—		(4,459	)				(4,459	)

Reversal of accumulated depreciation from business combination of PELSA		—		4,459					4,459
Amortization charge for the period				(797	)				(797	)

As of December 31, 2018				(797	)				(797	)

Net book value
As of December 31, 2018		28,484		1,919			29,681		31,600

As of December 31, 2017		—		1,021					1,021

As of January 1, 2017		—		1,536					1,536

F-79

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Goodwill arises from the business combinations (see Note 31) principally because of the following factors:

The Company’s ability to capture unique synergies that can be realized from managing a portfolio of the acquired oil and gas fields, and

The recognition of a net deferred tax liability for the differences between the fair values and the tax bases of the assets acquired and liabilities assumed in the business combinations, in excess of the deferred tax liability, net, previously recorded by the acquired businesses.

Software licenses are being amortized over the useful economic life of three years.

For impairment testing purposes, the goodwill generated through the PELSA and APCO business combinations (Notes 31.1 and 31.3) has been allocated to the Bajada del Palo CGU, while the goodwill generated through the JDM / Medanito business combination (Note 31.2) has been allocated to the JDM / Medanito CGU.

Exploration rights relates to the acquisition of 50% working interest in three oil and gas properties in which Jaguar Exploration and Production of Hydrocarbons S.A.P.I. de C.V. (“Jaguar”) and Pantera Exploración y Producción, S.A.P.I. de C.V. (“Pantera”) were licensees (See Note 1.1).

Note 15. Deferred income tax assets and liabilities and income tax expense

The composition of the deferred tax assets and liabilities is as follows:


	Predecessor April 3, 2018			Change due to business combination			Profit (loss)			Other comprehensive income (loss)		Successor December 31, 2018
Trade and other receivables		479			44			1,253			—		1,776
Employee defined benefit plans		1,403			438			(2,133	)		891		599
Provisions and contingencies		4,046			1,300			263			—		5,609

Deferred income tax asset		5,928			1,782			(617	)		891		7,984

Property, plant and equipment		(37,618	)		(92,289	)		(10,329	)		—		(140,236	)
Intangible assets		(74	)		—			19			—		(55	)
Financial assets at FVTPL		—			(1	)		1			—		—
Borrowings’ transaction costs								(1,351	)		—		(1,351	)
Inventory								(40	)		—		(40	)
Other		(401	)		—			342			—		(59	)

Deferred income tax liabilities		(38,093	)		(92,290	)		(11,358	)		—		(141,741	)

Net deferred income tax liability		(32,165	)		(90,508	)		(11,975	)		891		(133,757	)

F-80

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Predecessor January 1, 2018			Profit (loss)			Other comprehensive income (loss)		Predecessor April 3, 2018
Trade and other receivables		263			216			—		479
Defined benefit plans		956			425			22		1,403
Inventory		288			(288	)		—		—
Provisions and contingencies		4,593			(547	)		—		4,046

Deferred income tax asset		6,100			(194	)		22		5,928

Property, plant and equipment		(34,550	)		(3,068	)		—		(37,618	)
Intangible assets		(83	)		9			—		(74	)
Financial assets at FVTPL		(76	)		76			—		—
Other		(231	)		(170	)		—		(401	)

Deferred income tax liabilities		(34,940	)		(3,153	)		—		(38,093	)

Net deferred income tax liability		(28,840	)		(3,347	)		22		(32,165	)


	Predecessor January 1, 2017			Profit (loss)			Other comprehensive income (loss)		Predecessor December 31, 2017
Trade and other receivables		2,145			(1,882	)		—		263
Defined benefit plans		1,175			(343	)		124		956
Inventory		232			56			—		288
Provisions and contingencies		5,203			(610	)		—		4,593
Other		160			(160	)		—		—

Deferred income tax asset		8,915			(2,939	)		124		6,100

Property, plant and equipment		(47,353	)		12,803			—		(34,550	)
Intangible assets		(114	)		31			—		(83	)
Financial assets at FVTPL		(6	)		(70	)		—		(76	)
Other		(1	)		(230	)		—		(231	)

Deferred income tax liabilities		(47,474	)		12,534			—		(34,940	)

Net deferred income tax liability		(38,559	)		9,595			124		(28,840	)

F-81

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Deferred tax assets and liabilities are offset in the following cases: a) when there is a legally enforceable right to offset tax assets and liabilities; and b) when deferred income tax charges are associated with the same fiscal authority. The following amounts, determined after their offset, are disclosed in the statement of financial position:


	Successor December 31, 2018			Predecessor December 31, 2017			Predecessor January 1, 2017
Deferred income tax asset		7,984			6,100			8,915
Deferred income tax liabilities		(141,741	)		(34,940	)		(47,474	)

Deferred income tax liabilities, net		(133,757	)		(28,840	)		(38,559	)

The breakdown of income tax charge is as follows:


	Consolidated— Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Current income tax
Current income tax income / (charge)		(35,450	)		(4,212	)		(16,117	)
Difference in the estimate of previous fiscal year income tax and the income return		—			(401	)		161
Deferred income tax
Relating to origination and reversal of temporary differences		(11,975	)		(3,347	)		9,595

Income tax (expense) / benefit reported in the statement of profit or loss		(47,425	)		(7,960	)		(6,361	)

Deferred tax charged to OCI		891			22			124

Total income tax charge		(46,534	)		(7,938	)		(6,237	)

F-82

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Below is a reconciliation between income tax expense and the amount resulting from application of the tax rate on the (loss) profit before income taxes:


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Profit before income tax		21,043			1,311			20,266
Current statutory income tax rate		30	%		30	%		35	%

Income tax at the statutory income tax rate		(6,313	)		(393	)		(7,093	)

Items that adjust the income tax (expense) / benefit:
Non-deductible expenses		(5,824	)		(3	)		(17	)
Non-taxable income		—			—			(661	)
Effect of the measurement of property, plant and equipment and intangible assets in their functional currency		(39,187	)		(7,163	)		(10,976	)
Effect of statutory income tax rate change in deferred income tax (Note 32)		21,491			—			10,372
Unrecognized Tax losses and other assets		(23,176	)		—			—
Difference in the estimate of previous fiscal year income tax and the income tax statement		—			(401	)		161
Effect of the impairment recovery of property, plant and equipment		—			—			1,851
Issuance expenses		5,651			—			—
Other		(67	)		—			—

Total income tax expense		(47,425	)		(7,960	)		(6,361	)

As of December 31, 2018, unrecognized accumulated tax losses (NOLs) of VISTA amount to 64,001, of which 7,110 and 56,891 will expire on 2027 and 2028, respectively. As of December 31, 2017 and January 1, 2017 there are no accumulated tax losses for PELSA.

F-83

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Breakdown of the income tax liability:


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Current
Income tax, net of withholdings and advances		22,429		1,401		5,454

Total current		22,429		1,401		5,454

Note 16. Trade and other receivables


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Other receivables:
Prepayments, tax receivables and others:
Prepaid expenses and other receivables		10,646		90		174
Turnover tax credit		496		—		—

		11,142		90		174
Financial assets:
Natural gas surplus injection stimulus program credit ⁽¹⁾		9,049		—		—
Mandatory save credit		—		207		241
Advances to suppliers of property, plant and equipment		—		—		512

		9,049		207		753

Total non-current trade and other receivables		20,191		297		927

F-84

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Successor— December 31, 2018			Predecessor— December 31, 2017			Predecessor— January 1, 2017
Trade:
Current
Receivables from oil and gas sales (net)		55,289			10,059			19,966
Related parties (Note 26)		—			26,720			11,858
Checks to be deposited		883			8,321			1,164
Allowance for expected credit losses		(257	)		(6,161	)		(6,294	)

Trade receivables, net		55,915			38,939			26,694
Other receivables :
Prepayments, tax receivables and others:
Value Added Tax (“VAT”) credit		10,127			—			2,457
Income tax credit		3,826			—			—
Turnover tax credit		1,938			—			—
Prepaid expenses		572			83			229

		16,463			83			2,686
Financial assets:
Natural gas surplus injection stimulus program credit ⁽¹⁾		6,899			14,366			8,217
Receivables from services to third parties		2,850			1,252			582
Advances and loans to employees		1,818			22			56
Grants on propane credit		982			753			769
Related parties (Note 26)		186			575			445
Price stability program of NGL credit		151			218			311
Cash-calls in excess in joint operations		—			38			277
Other		786			26			137

		13,672			17,250			10,794

Other receivables		30,135			44,053			25,338
Total current trade and other receivables, net		86,050			56,274			40,174

(1)	As of December 31, 2018, December 31, 2017 and January 1, 2017 corresponds to balances pending collection for compensations under the IR Program (Note 1.2.2.3 and Note 2.6.2.1).

Due to the short-term nature of the current trade and other receivables, their carrying amount is considered to be the same as their fair value. For the non-current trade and other receivables, the fair values are also not significantly different to their carrying amounts.

Trade receivables are non-interest bearing and are generally on terms of 30 to 45 days. No interest is charged on outstanding trade receivables.

F-85

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

During the period beginning April 4, 2018 through December 31, 2018, the period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017, 257, 49 and nil was recognized as provision for expected credit losses on trade receivables.

There has been no change in the estimation techniques or significant assumptions made during the period beginning on April 4, 2018 through December 31, 2018, the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. None of the trade receivables that have been written off is subject to enforcement activities. As of December 31, 2017 and January 1, 2017, the allowance for expected credit losses of trade receivables recognized by PELSA corresponds mainly to the amount of the credit included in the reorganization proceeding initiated by Oil Combustibles S.A. The Company has recognized a loss allowance of 100% against all receivables over 90 days past due because historical experience has indicated that these receivables are generally not recoverable.

As of December 31, 2018, December 31, 2017 and January 1, 2017, trade receivables that were past due amounted to 11,798, 6,839 and 8,364, respectively, which were due and net for an allowance for expected credit losses of trade receivables of 257, 6,161, and 6,294, respectively.

The movements in the allowance for the expected credit losses of trade receivables are as follows:


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
At the beginning of period / year		—			6,161			6,294
Net remeasurement of loss allowance		(539	)		49			—
Decreases		—			—			(13	)
Foreign exchange translation gains and losses		282			(49	)		(120	)

At the end of the period/year		(257	)		6,161			6,161

As of the date of these financial statements, the maximum exposure to credit risk corresponds to the carrying amount of each class of receivables.

F-86

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 17. Financial Assets and financial liabilities

17.1 Other financial assets by category: Financial assets at FVTPL and financial assets at amortized costs


	Successor December 31, 2018		Predecessor December 31, 2017		Predecessor January 1, 2017
Non-current
Financial assets at amortized cost
Corporate securities		—		—		64

Total non-current		—		—		64

17.2 Financial liabilities: Borrowings


	Successor December 31, 2018		Predecessor December 31, 2017		Predecessor January 1, 2017
Non-Current
Borrowings		294,415		—		—

Total non-current		294,415		—		—

Current
Borrowings		10,352		—		—

Total current		10,352		—		—

The maturities of the Company’s borrowings (excluding finance lease liabilities) and its exposure to interest rates are as follow:


	Successor December 31, 2018		Predecessor December 31, 2017		Predecessor January 1, 2017
Fixed rate
Less than one year		4,841		—		—
One to two years		14,721		—		—
Three to five years		132,486		—		—
Floating rates
Less than one year		5,511		—		—
One to two years		14,721		—		—
Three to five years		132,487		—		—

See note 17.5 for information regarding the fair value of the borrowings.

F-87

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Details of borrowings:

Type of instrument

Company

Currency

Amount of
principal

Interest

Rate

Expiration

Carrying
amount as of
December 31,
2018

Financial Borrowings:

Vista Oil & Gas
Argentina, S.A.

US dollar

300,000

LIBOR

8.06%

July 20, 2023

304,767

(1)

On April 4, 2018, the Company subscribed a bridge loan agreement with Citibank, NA, Credit Suisse AG and Morgan Stanley Senior Funding, Inc., as co-lenders, for an amount of 260,000 in order to pay a portion of the price of acquisition of the shares of APCO and APCO Argentina. Such loan originated transaction costs for an amount of 11,904. The loan had an expiration date on February 11, 2019 and bore interest of 3.25% to be increased on a quarterly basis reaching 5% at the expiration date. The repayment of the entire principal would occur on the final maturity date. The repayment of the entire principal and interest accrued occurred on July 19, 2018. During the term of the loan, a collateral on 100% of Vista’s subsidiaries´ shares was put in place.

The loan agreement included affirmative and negative covenants, as it is usual in the market.

During the term the loan was effective, there was no non-compliance on said affirmative, negative and financial covenants.

This loan was prepaid on July 19, 2018, when a new financing was obtained through its Argentine subsidiary as explained in item 2). Consequently, the collateral in favor of the lenders was released. As of that date, the remaining amount of deferred expenses related to this loan for 11,904 were recognized in profit or loss.

(2)

On July 19, 2018, the Company, through its Argentine subsidiary (Vista Oil & Gas Argentina, S.A.), subscribed a Syndicated Term Loan agreement with Banco de Galicia y Buenos Aires, S.A.U., Itaú Unibanco S.A. Nassau Branch, Banco Santander Río, S.A. and Citibank, N.A. for 5 years for an amount of 300,000 guaranteed by VISTA and another one of its subsidiaries. The loan was granted for a term of 5 years. An amount of 150,000 bears interest on a fixed rate interest of 8.00% on an annual basis, while the remaining amount of 150,000, bears interest on an annual basis at an annual nominal LIBOR plus a 450 bps margin per annum. The repayment of the entire principal is due on the final maturity date. During the term of the loan, 100% of VISTA Argentina, APCO and APCO Argentina shares were pledged as collateral.

The loan agreement includes affirmative and negative covenants, as it is usual in the market.

During the term of the loan, the Company has to comply with the following financial covenants:

(i)

Consolidated Total Debt (all Indebtedness of Vista and its Restricted Subsidiaries as of such date on a Consolidated basis) to Consolidated EBITDA (as defined in the agreement).

(ii)

Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter, beginning with the fiscal quarter ending December 31, 2018:

F-88

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

(or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date) to (b) Consolidated Interest Expense of Vista and its Restricted Subsidiaries for such period.

(iii) Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio of Vista Holding I.

This credit facility includes covenants restricting, but no prohibiting, among other things, Vista Argentina, Vista Holding I, APCO Argentina, APCO International, Vista Holding II and the Group’s ability to:

•

incur or guarantee additional debt

•

create liens on its assets to secure debt

•

dispose of assets

•

merge or consolidate with another person or sell or otherwise dispose of all or substantially all of its assets

•

change their existing line of business

•

declare or pay any dividends or return any capital, other than certain limited payments

•

make investments

•

enter into transactions with affiliates and

•

change their existing accounting practices

As of December 31, 2018, there was no non-compliance of said affirmative, negative and financial covenants.

F-89

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

17.2.1 Changes in liabilities arising from financing activities

The movements in the borrowings are as follows:


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018		Predecessor For the year ended December 31, 2017
Balance at the beginning of the periods/year		—			—		—
Balance of financial liability as of April 4, 2018 of VISTA related to Series A shares ⁽¹⁾		647,083			—		—
Proceeds from the bridge loan		260,000			—		—
Payment of bridge loan transaction costs		(11,904	)		—		—
Payment of bridge loan		(260,000	)		—		—
Proceeds from the Syndicated term loan		300,000			—		—
Payment of Syndicated term loan transaction costs		(8,333	)		—		—
Payment of redemption of Series A shares (Note 20.1)		(204,590	)		—		—
Capitalization of liability related to Series A shares (Note 20.1) ⁽¹⁾		(442,491	)		—		—
Accrued interest (Note 11.2) ⁽¹⁾		15,546			—		—
Payment of borrowings’ interests		(5,018	)		—		—
Costs of early settlements of borrowings (1)		14,474			—		—

At the end of the period/year		304,767			—		—

(1)

Non-cash movement

17.3 Warrants

Along with the issuance of the Series A common shares at the IPO, the Company placed 65,000,000 warrants to purchase one-third of a Series A common share at a strike price of 11.5 U.S. Dollar per share (the “Series A Warrants”). These Series A Warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for a class A common share for any 20 trading days within an applicable 30-trading day period shall equal or exceed the peso equivalent of 18.00 U.S. Dollar and the Company decides to early terminate the exercise period of the warrants. In the event the Company declares an early termination, Vista will have the right to declare that the exercise of the Series A Warrants to be made on a “cashless basis”. If the Company elects the cashless exercise, holders of Series A Warrants electing to exercise such warrants shall do so by surrendering warrants

F-90

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

and receiving a variable number of Series A shares resulting from the formula set forth in the warrant indenture, which captures the average of the U.S. dollar equivalent of the closing price of the class A shares during a 10-day period.

Substantially at the same time, the Company’s sponsors purchased a total of 29,680,000 warrants to purchase one-third of a Series A common share at a strike price of 11.5 U.S. Dollar per share (the “Warrants”) for 14,840 in a private placement that was made simultaneously with the closing of the Initial Public Offering in Mexico. The Warrants are identical to and fungible with the Series A Warrants; however, the Warrants may be exercised for cash or on a cashless basis for a variable number of Series A shares at the discretion of VISTA’s sponsors or their permitted transferees. If the Warrants are held by other persons, then they will be exercisable by on the same basis as the other warrants.

In accordance with IFRS, a contract to issue a variable number of shares should be classified as a financial liability and measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss and comprehensive income.

On August 15, 2018, the exercise period of the aforementioned Warrants commenced.

The liability associated with the warrant will eventually be converted to the Company’s equity (Series A common shares) when the warrants are exercised, or will be extinguished upon the expiry of the outstanding warrants, and will not result in the payment of any cash by the Company.


	Successor December 31, 2018		Predecessor December 31, 2017		Predecessor January 1, 2017
Non-Current
Warrants		23,700		—		—

Total non-current		23,700		—		—

F-91

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

17.4 Financial instruments by category

The following chart presents financial instruments by category:


As of December 31, 2018	Financial assets/liabilities at amortized cost			Financial assets/liabilities at FVTPL		Total financial assets/liabilities
Assets
Natural gas surplus injection stimulus program credit (Note 16)		9,049			—		9,049
Total non-current Financial assets		9,049			—		9,049
Receivables from oil and gas sales (Note 16)		55,289			—		55,289
Checks to be deposited (Note 16)		883			—		883
Allowance for expected credit losses (Note 16)		(257	)		—		(257	)
Natural gas surplus injection stimulus program credit (Note 16)		6,899			—		6,899
Receivables from services to third parties (Note 16)		2,850			—		2,850
Advances and loans to employees (Note 16)		1,818			—		1,818
Grants on propane credit (Note 16)		982			—		982
Related parties (Note 26)		186			—		186
Price stability program of NGL credit (Note 16)		151			—		151
Other (Note 16)		786			—		786
Cash and bank balances (Note 19)		13,254			—		13,254
Short term investments (Note 19)		56,197			11,457		67,654

Total current financial assets		138,135			11,457		149,612

Liabilities
Accounts payable and accrued liabilities and others		1,008			—		1,008
Borrowings		294,415			—		294,415
Warrants		—			23,700		23,700
Total non-current Financial liabilities		295,422			23,700		319,122
Accounts payable and accrued liabilities and others		84,334			—		84,334
Borrowings		10,352			—		10,352
Warrants		—			—		—

Total current Financial liabilities		94,686			—		94,686

F-92

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


As of December 31, 2017	Financial assets/liabilities at amortized cost			Financial assets/liabilities at FVTPL		Total financial assets/liabilities
Assets
Natural gas surplus injection stimulus program credit (Note 16)		—			—		—
Mandatory save credit (Note 16)		207			—		207

Total non-current Financial assets		207			—		207
Receivables from oil and gas sales (Note 16)		10,059			—		10,059
Checks to be deposited (Note 16)		8,323			—		8,323
Allowance for expected credit losses (Note 16)		(6,161	)		—		(6,161	)
Natural gas surplus injection stimulus program credit (Note 16)		14,366			—		14,366
Receivables from services to third parties (Note 16)		1,252			—		1,252
Advances and loans to employees (Note 16)		22			—		22
Grants on propane credit (Note 16)		753			—		753
Related parties (Note 26)		27,295			—		27,295
Price stability program of NGL credit (Note 16)		218			—		218
Cash-calls in excess in joint operations (Note 16)		38			—		38
Other (Note 16)		26			—		26
Cash and bank balances (Note 19)		184			—		184
Short term investments (Note 19)		17,180			19,471		36,651

Total current financial assets		73,555			19,471		93,026

Liabilities
Accounts payable and accrued liabilities and others		20,587			—		20,587
Borrowings		—			—		—
Warrants		—			—		—

Total non-current Financial liabilities		20,587			—		20,587
Accounts payable and accrued liabilities and others		32,143			—		32,143
Borrowings		—			—		—
Warrants		—			—		—

Total current Financial liabilities		32,143			—		32,143

F-93

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


As of January 1, 2017	Financial assets/liabilities at amortized cost			Financial assets/liabilities at FVTPL		Total financial assets/liabilities
Assets
Natural gas surplus injection stimulus program credit (Note 16)		—			—		—
Advances to suppliers of property, plant and equipment (Note 16)		512			—		512
Mandatory save credit (Note 16)		241			—		241

Total non-current Financial assets		753			—		753
Receivables from oil and gas sales (Note 16)		19,966			—		19,966
Allowance for expected credit losses (Note 16)		(6,294	)		—		(6,294	)
Checks to be deposited (Note 16)		1,164			—		1,164
Natural gas surplus injection stimulus program credit (Note 16)		8,217			—		8,217
Receivables from services to third parties (Note 16)		582			—		582
Advances and loans to employees (Note 16)		56			—		56
Grants on propane credit (Note 16)		769			—		769
Related parties (Note 26)		12,303			—		12,303
Price stability program of NGL credit (Note 16)		311			—		311
Cash-calls in excess in joint operations (Note 16)		277			—		277
Other (Note 16)		137			—		137
Corporate securities		64			—		64
Cash and bank balances (Note 19)		1,428			—		1,428
Short term investments (Note 19)		2,266			21,023		23,289

Total current financial assets		41,246			21,023		62,269

Liabilities
Accounts payable and accrued liabilities and others		18,944			—		18,944
Borrowings		—			—		—
Warrants		—			—		—
Total non-current Financial liabilities		18,944			—		18,944
Accounts payable and accrued liabilities and others		39,629			—		39,629
Borrowings		—			—		—
Warrants		—			—		—

Total current Financial liabilities		39,629			—		39,629

F-94

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The income, expenses, gains and losses derived from each of the financial instrument categories are indicated below:

For the period from April 4, 2018 through December 31, 2018:


	Financial assets/liabilities at amortized cost			Financial assets/liabilities at FVTPL			Total
Interest income (Note 11.1)		2,532			—			2,532
Interest expense (Note 11.2)		(15,746	)		—			(15,746	)
Foreign exchange, net (Note 11.3)		3,005			—			3,005
Results from financial instruments at fair value (Note 11.3)		—			(7,445	)		(7,445	)
Changes in the fair value of government bonds (Note 11.3)
Cost of early settlements of borrowings (Note 11.3)		(14,474	)		—			(14,970	)
Effect on discount on assets and liabilities at present value (Note 11.3)		(2,743	)		—			(2,743	)
Unwinding of discount on asset retirement obligation (Note 11.3)		(897	)		—			(897	)
Other		(366	)		—			(366	)

Total		(28,689	)		(7,445	)		(36,630	)

For the period from January 1, 2018 through April 3, 2018:


	Financial assets/liabilities at amortized cost			Financial assets/liabilities at FVTPL		Total
Interest income (Note 11.1)		239			—		239
Interest expense (Note 11.2)		(23	)		—		(23	)
Foreign exchange, net (Note 11.3)		(995	)		—		(995	)
Results from financial instruments at fair value (Note 11.3)		—			69		69
Changes in the fair value of government bonds (Note 11.3)		—			—		—
Cost of early settlements of borrowings (Note 11.3)		—			—		—
Effect on discount on assets and liabilities at present value (Note 11.3)		—			—		—
Unwinding of discount on asset retirement obligation (Note 11.3)		(233	)		—		(233	)
Other

Total		(1,012	)		69		(943	)

F-95

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

For the year ended December 31, 2017:


	Financial assets / liabilities at amortized cost			Financial assets / liabilities at FVTPL		Total
Interest income (Note 11.1)		166			—		166
Interest expense (Note 11.2)		(18	)		—		(18	)
Foreign exchange, net (Note 11.3)		(1,506	)		—		(1,506	)
Results from financial instruments at fair value (Note 11.3)		—			1,206		1,206
Changes in the fair value of government bonds (Note 11.3)		—			—		—
Cost of early settlements of borrowings (Note 11.3)		—			—		—
Effect on discount on assets and liabilities at present value (Note 11.3)		—			—		—
Unwinding of discount on asset retirement obligation (Note 11.3)		(815	)		—		815
Other		679			—		679

Total		(1,494	)		1,206		(288	)

17.5 Fair values

This note provides information about how the Group determines fair values of various financial assets and financial liabilities.

17.5.1 Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis

The Company classifies the fair value measurements of financial instruments using a fair value hierarchy, which reflects the relevance of the variables used to perform those measurements. The fair value hierarchy has the following levels:

Level 1: quoted prices (not adjusted) for identical assets or liabilities in active markets.

Level 2: data different from the quoted prices included in Level 1 observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices).

Level 3: Asset or liability data based on information that cannot be observed in the market (i.e., unobservable data).

F-96

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table shows the Company’s financial assets and liabilities measured at fair value as of December 31, 2018, December 31, 2017 and January 1, 2017:


As of December 31, 2018	Level 1		Level 2		Level 3		Total
Assets
Financial assets at FVTPL
Government bonds and notes		11,457		—		—		11,457
Mutual funds		—		—		—		—

Total assets		11,457		—		—		11,457

As of December 31, 2018

Level 1

Level 2

Level 3

Total

Liabilities

Financial liabilities at FVTPL

Warrants – Related Parties (Note 26)

—

23,700

Total liabilities

—

23,700


As of December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
Financial assets at FVTPL
Government bonds and notes		17,349		—		—		17,349
Mutual funds		2,122		—		—		2,122

Total assets		19,471		—		—		19,471


As of January 1, 2017	Level 1		Level 2		Level 3		Total
Assets
Financial assets at FVTPL
Government bonds and notes		17,068		—		—		17,068
Mutual funds		3,955		—		—		3,955

Total assets		21,023		—		—		21,023

The value of the financial instruments negotiated in active markets is based on the market quoted prices as of the date of these financial statements. A market is considered active when the quoted prices are regularly available through a stock exchange, broker, sector-specific institution or regulatory body, and those prices reflect regular and current market transactions between parties that act in conditions of mutual independence. The market quotation price used for the financial assets held by the Company is the current offer price. These instruments are included in level 1.

F-97

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

rely as little as possible on specific estimates of the Company. If all significant variables to establish the fair value of a financial instrument can be observed, the instrument is included in level 2.

If one or more variables used to determine the fair value could not be observed in the market, the financial instrument is included in level 3.

There were no transfers between Level 1 and Level 2 during the period from April 4, 2018 through December 31, 2018, the period from January 1, 2018 through April 3, 2018 and during the year ended December 31, 2017.

The fair value of the Series A warrants and Sponsor Warrants is determined using the Black & Scholes warrant pricing model by taking into consideration the expected volatility of the Company’s common shares in estimating the Company’s future stock price volatility. The risk-free interest rate for the expected life of the Sponsor Warrants is based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of the grant. The expected life is based upon the contractual term.

The following weighted average assumptions were used to estimate the fair value of the warrant liability as of December 31, 2018:


	December 31, 2018
Annualized volatility		26.675	%
Domestic risk-free interest rate		8.5751	%
Foreign risk-free interest rate		2.5377	%
Expected life of warrants in years		4.27 years
Fair value per Warrant	U.S.$	0.250

This is a Level 3 recurring fair value measurement. The key level 3 inputs used by management to determine the fair value are the market price and the expected volatility. If the market price were to increase by U.S.$ 0.10 this would increase the obligation by approximately U.S.$ 820 as of December 31, 2018. If the market price were to decrease U.S.$ 0.10 this would decrease the obligation by approximately U.S.$ 828. If the volatility were to increase by 50 basis points this would increase the obligation by approximately U.S.$ 245. If the volatility were to decrease by 50 basis point, this would decrease the obligation by approximately U.S.$ 259 as of December 31, 2018.

Reconciliation of Level 3 fair value measurements:


	December 31, 2018		December 31, 2017		January 1, 2017
Balance of warrant liability as of April 4, 2018 of VISTA		14,840		—		—
Total gains or losses:
– in profit or loss (Note 11.3)		8,860		—		—

Closing balance (Note 17.2)		23,700		—		—

F-98

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

17.5.2 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

Except as detailed in the following table, the management consider that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values as explained in the correspondent notes.


As of December 31, 2018	Carrying amount		Fair Value		Level
Liabilities
Borrowings		304,767		286,734		2

Total liabilities		304,767		286,734

17.6 Financial instruments risk management objectives and policies

17.6.1 Financial Risk Factors

The Company’s activities are subject to several financial risks: market risk (including the exchange rate risk, the interest rate risk and the price risk), credit risk and liquidity risk.

Financial risk management is encompassed within the Company’s global policies, there is an integrated risk management methodology focused on monitoring risks affecting the whole Group. The Company’s risk management strategy seeks to achieve a balance between profitability targets and risk exposure levels. Financial risks are those derived from financial instruments the Company and PELSA is exposed to during or at the closing of each period/year. The Company or PELSA did not use derivative instruments to hedge any risk according to its risk management internal policies in the periods/year presented.

Financial risk management is controlled by the Financial Department, which identifies, evaluates and covers financial risks. Risk management systems and policies are reviewed on a regular basis to reflect changes in market conditions and the Company’s activities. This section includes a description of the main risks and uncertainties, which may adversely affect the Company’s strategy, performance, operational results and financial position.

17.6.1.1 Market risks

Foreign exchange risk

The Company’s financial situation and the results of its operations are sensitive to variations in the exchange rate between the U.S. Dollars and Argentina peso (“ARS”) and other currencies. The Company or PELSA does not use derivative financial instruments to mitigate associated exchange rate risks in the periods/year presented.

The majority of the Company´s and PELSA’s sales are directly denominated in dollars or the evolution of its price follows the evolution of the quotation of this currency. The Company and PELSA collect a significant portion of its revenues in ARS pursuant to prices which are indexed to the U.S. dollar, mainly revenues resulting from the sale of gas and crude oil.

F-99

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

During the period from April 4, 2018 through December 31, 2018, the period from January 1, 2018 through April 3, 2018 and during the year ended December 31, 2017, the Argentine Peso depreciated by approximately 105%, 8% and 17%.

The following tables demonstrate the sensitivity to a reasonably possible change in ARS exchange rates against U.S. Dollars, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and monetary liabilities denominated in currencies other that the U.S. Dollar, the functional currency of the Company. As of December 31, 2018, December 31, 2017 and January 1, 2018, there is no additional impact on PELSA´s or the Company´s pre´tax equity because it does not have any item that directly affects equity. The Group’s exposure to foreign currency changes for all other currencies is not material.


	Consolidated Successor As of December 31, 2018	Predecessor As of April 3, 2018	Predecessor As of December 31, 2017
Change in Argentine Peso Rate	+/- 28%	+/- 30%	+/- 17%
Effect in profit before tax	(12,697) / 12,697	(10,381) / 10,381	(5,617) / 5,617
Effect in pre-tax equity	(12,697) / 12,697	(10,381) / 10,381	(5,617) / 5,617

Argentine inflationary environment

Inflation in Argentina has been high for several years, but consumer price inflation (CPI) was not reported consistently. Given the differences in geographical coverage, weights, sampling, and methodology of various inflation series, the average CPI inflation for 2014, 2015, and 2016, and end-of-period inflation for 2015 and 2016 were not reported in the IMF’s April 2018 World Economic Outlook. The 3-year cumulative inflation using different combinations of retail price indices has been in excess of 100% since late 2017. However, the wholesale price index, which had been available consistently for the past three years, was about 75% on a 3-year cumulative basis in December 2017.

During 2018, the Argentine Peso devalued approximately 100%, annual interest rates were raised in excess of 60%, and wholesale price inflation accelerated considerably. The 3-year cumulative rate of inflation reach a level of around 140%.

Price risk

The Company’s financial instruments are not significantly exposed to hydrocarbon international price risks because of the current regulatory, economic, governmental and other policies in force, gas domestic prices are not directly affected in the short-term due to variations in the international market.

Additionally, the Company’s investments in financial assets classified as “FVTPL” are sensitive to the risk of changes in the market prices resulting from uncertainties as to the future value of such financial assets.

F-100

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The Company estimates that provided all other variables remain constant, a revaluation/(devaluation) of each market price detailed below would generate the following increase/(decrease) in the fiscal year’s income/(loss) in relation to financial assets at FVTPL detailed in Note 17.1 to these financial statements:


	Consolidated Successor For the period from April 4, 2018 through December 31, 2018			Predecessor For the period from January 1, 2018 through April 3, 2018			Predecessor For the year ended December 31, 2017
Change in Government bonds		+/- 10	%		+/- 10	%		+/- 10	%
Effect in profit before tax		1,329			1,213			1,513
Change in Mutual funds		+/- 10	%		+/- 10	%		+/- 10	%
Effect in profit before tax		5,096			1,587			212

Cash flow and fair value interest rate risk

The management of the interest rate risk seeks to reduce financial costs and limit the Company’s exposure to interest rate increases.

Indebtedness at variable rates exposes the Company to the interest rate risk on its cash flows due to the possible volatility they may experience. Indebtedness at fixed rates exposes the Company to the interest rate risk on the fair value of its liabilities, since they may be considerably higher than variable rates. As of December 31, 2018, approximately 50% of the indebtedness was subject to variable interest rates, mainly denominated in US dollar, at Libor rate plus an applicable margin. As of December 31, 2018, the variable interest rate was 8.06%. As of December 31, 2017 and January 1, 2017, the Company does not have any borrowings.

The Company seeks to mitigate its interest-rate risk exposure through the analysis and evaluation of (i) the different liquidity sources available in the financial and capital market, both domestic and (if available) international; (ii) interest rates alternatives (fixed or variable), currencies and terms available for companies in a similar sector, industry and risk than the Company; (iii) the availability, access and cost of interest-rate hedge agreements. On doing this, the Company evaluates the impact on profits or losses resulting from each strategy over the obligations representing the main interest-bearing positions.

In the case of fixed rates and in view of the market’s current conditions, the Company considers that the risk of a significant decrease in interest rates is low and, therefore, does not foresee a substantial risk in its indebtedness at fixed rates.

In the period from April 4, 2018 through December 31, 2018, the period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017, the Company did not use derivative financial instruments to mitigate risks associated with fluctuations in interest rates.

F-101

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following chart shows the breakdown of the Company’s and VISTA Argentina borrowings classified by interest rate and the currency in which they are denominated:


	Successor December 31, 2018		Predecessor December 31, 2017		Predecessor January 1, 2017
Fixed interest rate:
U.S dollar		152,048		—		—

Subtotal loans granted at a fixed interest rate		152,048		—		—
Floating interest rates:
U.S dollar		152,719		—		—

Subtotal loans granted at a floating interest rate		152,719		—		—

Based on the conducted simulations, and provided all other variables remain constant, a 1% increase/decrease in variable interest rates would generate the following (decrease)/increase in the period’s results of U.S$ 680.

17.6.1.2 Credit risk

The Company establishes individual credit limits according to the limits defined by the Commercial Department based on internal or external ratings. The Company only operates with high quality credit companies. The Company makes constant credit assessments on its customers’ financial capacity, which minimizes the potential risk for bad debt losses. Customer credit risk is managed centrally subject to the Group’s established policy, procedures and controls relating to customer credit risk management. Outstanding customer receivables are regularly monitored. See below the credit concentration risk of PELSA and the Group.

The credit risk represents the exposure to possible losses resulting from the breach by commercial or financial counterparties of their obligations taken on with the Company or VISTA Argentina. This risk stems mainly from economic and financial factors or a possible counterparty default.

The credit risk is associated with the Company’s or VISTA Argentina commercial activity through customer trade receivables, as well as available funds and deposits in banking and financial institutions.

The Company and VISTA Argentina has established an allowance for expected credit losses. This allowance represents the best estimate by the Company of possible losses associated with trade receivables.

As of December 31, 2018, December 31, 2017 and January 1, 2017, the Company’s and VISTA Argentina´s trade receivables net of their corresponding ECL totaled 78,636, 38,939 and 26,694, out of which 100% are short-term receivables.

F-102

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The Company and VISTA Argentina has the following credit risk concentration regarding its participation on all trade receivables as of and on revenues for the periods/year:


	Successor— December 31, 2018			Predecessor— December 31, 2017			Predecessor— January 1, 2017
Percentages on total trade receivables:
Oil Market
Trafigura Argentina S.A.		35	%		—			—
Shell Cía. Argentina de Petróleo S.A.		31	%		—			—
Pampa Energía S.A.		—	%		52	%		44	%
Natural Gas
Pampa Comercializadora S.A.		—	%		16	%		—
Rafael G. Albanesi S.A.		—	%		—			—


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018			Predecessor for the period from January 1, 2018 through April 3, 2018			Predecessor for the year ended December 31, 2017
Percentages on total revenues from contracts with customers
Oil Market
Shell Cía. Argentina de Petróleo S.A.		40	%		—	%		—	%
Trafigura Argentina S.A.		34	%		—	%		—	%
Pampa Energía S.A.		13	%		100	%		78	%
YPF S.A.		12	%		—	%		—	%
Oil Combustibles S.A.		—	%		—	%		22	%
Natural Gas
Rafael G. Albanesi S.A.		26	%		—	%		—	%
San Atanasio Energía S.A.		10	%		—	%		—	%
Cía. Inversora de Energía S.A.		13	%		—	%		—	%
Pampa Comercializadora S.A.		—	%		23	%		41	%
Pampa Energía S.A.		—	%		66	%		19	%
Total Gas Marketing Cono Sur S.A.		—	%		11	%		9	%
CAMMESA		—	%		—	%		20	%

No other single client has a participation on the total amount of these receivables or revenues exceeding 10% in each of the periods presented.

F-103

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables as high, as its customers are concentrated as detailed above.

Set out below is the information about the credit risk exposure on the Group’s trade receivables:


Successor—December 31, 2018
	Current		<90 days		90–365 days			>365 days		Total
Estimated total gross carrying amount at default		44,374		7,965		3,833			—		56,172
Expected credit loss		—		—		(257	)		—		(257	)


Predecessor—December 31, 2017
Days past due	Current		<90 days		90–365 days		>365 days		Total
Estimated total gross carrying amount at default		38,261		678		—		6,161		45,100
Expected credit loss		—		—		—		6,161		6,161

Predecessor—January 1, 2017
	Current		<90 days		90–365 days		>365 days		Total
Estimated total gross carrying amount at default		25,143		753		7,092		—		32,988
Expected credit loss		—		—		6,294		—		6,294

The credit risk of liquid funds and other financial investments is limited since the counterparties are high credit quality banking institutions. If there are no independent risk ratings, the risk control area evaluates the customer’s creditworthiness, based on past experiences and other factors.

Additionally, the Company’s Natural Gas Promotion Program compensation depends on the Argentine Government’s ability and willingness to pay. Before the Government authorized the issuance of dollar-denominated sovereign bonds or an instalments settlement plan to cancel outstanding debts under the Program, VISTA Argentina suffered certain delays in the collection of such compensation. Afterwards, during June and July 2016 VISTA Argentina received BONAR 2020 as compensation for amounts due as at December 2015. During 2017 the collection of the compensations by VISTA Argentina were delayed beyond original terms. The Company may not guarantee that it will be able to properly collect the offered compensations, which might give rise to a claim to the Argentine Government. The Natural Gas Promotion Program is no longer in place; therefore, the Company is not generating any new receivables from the Argentina Governments.

17.6.1.3 Liquidity risk

The liquidity risk is associated with the Company’s capacity to finance its commitments and conduct its business plans with stable financial sources, as well as with the indebtedness level and the financial debt maturities profile. The cash flow projection is made by the Financial Department.

F-104

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

not breach indebtedness levels or the Covenants, if applicable, of any credit facility. Those projections take into consideration the Company’s debt financing plans, the compliance of the covenants and, if applicable, the external regulatory or legal requirements such as, for example, restrictions on the use of foreign currency.

Excess cash and balances above working capital management requirements are managed by the Company’s Treasury Department, which invests them in term deposits, mutual funds, selecting instruments having proper currencies and maturities, and an adequate credit quality and liquidity to provide a sufficient margin as determined in the previously mentioned projections.

The Company keeps its sources of financing diversified between banks and the capital market, and it is exposed to the refinancing risk at maturity.

The determination of the Company’s liquidity index as of December 31, 2018, December 31, 2017 and January 1, 2017 is detailed below:


	Successor— December 31, 2018		Predecessor - December 31, 2017		Predecessor— January 1, 2017
Current assets		185,145		101,324		81,815
Current liabilities		134,118		32,143		39,629
Index		1.38		3.15		2.06

The following table includes an analysis of the Company financial liabilities, grouped according to their maturity dates and considering the period remaining until their contractual maturity date from the date of the financial statements.

The amounts shown in the table are the contractual undiscounted cash flows.


As of December 31, 2018	Financial liabilities excluding borrowings		Borrowings		Total
Not yet due:
Less than three months		—		10,352		10,352
Three months to one year		84,334		—		84,334
One to two years		1,008		26,471		27,478
Two to five years		23,700		267,944		291,644

Total		109,042		304,767		413,808

F-105

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


As of December 31, 2017	Financial liabilities excluding borrowings		Borrowings		Total
Not yet due:
Less than three months		29,890		—		29,890
Three months to one year		1,401		—		1,401
One to two years		852		—		852
Two to five years		4,945		—		4,945
More than five years		15,642		—		15,642

Total		52,730		—		52,730


As of January 1, 2017	Financial liabilities excluding borrowings		Borrowings		Total
Not yet due:
Less than three months		33,315		—		33,315
Three months to one year		5,454		—		5,454
One to two years		860		—		860
Two to five years		5,204		—		5,204
More than five years		13,740		—		13,740

Total		58,573		—		58,573

Note 18. Inventories


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Materials and spare parts		15,465		6,747		7,900
Crude oil		2,722		1,468		9,024

Total		18,187		8,215		16,924

Note 19. Cash, bank balances and short term investments


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Cash		—		1		1
Banks		13.254		183		1,427
Mutual funds		52,793		2,122		3,955
Government bonds		14,861		34,391		17,068
Government notes		—
Time deposits		—		138		2,266

Total		80,908		36,835		24,717

F-106

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, mutual funds and time deposits with a maturity less than three month used by the Company and its Predecessor as part of its cash management. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as follows:


	Successor— December 31, 2018			Predecessor— December 31, 2017			Predecessor— January 1, 2017
Cash, banks and short term investments		80,908			36,835			24,717
Less
Government bonds		(14,861	)		(34,391	)		(17,068	)
Government notes		—			—			—

Cash and cash equivalents		66,047			2,444			7,649

Note 20. Share Capital and Capital Risk Management

20.1.1 Share capital

The following chart shows a reconciliation of the movements in equity of the Company from April 4, 2018 through December 31, 2018:


	Series A— Publicly traded shares (1)			Series A— Private Offering (2)		Series B (3)			Series C (4)		Total
Balances as of April 4, 2018		—			—		25			—		25
Number of shares		—			—		16,250,000			2		16,250,002

Net value of Series A shares on April 4, 2018		627,582			90,238		—			—		717,820
Number of shares		65,000,000			9,500,000		—			—		74,500,000
Net value of Series A shares redeemed on April 4, 2018		(204,590	)		—		—			—		(204,590	)
Number of shares		(20,340,685	)		—		—			—		(20,340,685	)
Net value of Series B shares converted into Series A shares on April 4, 2018		25					(25	)				—
Number of shares		16,250,000					(16,250,000	)				—

Balance as of December 31, 2018		423,017			90,238		—			—		513,255
Number of shares		60,909,315			9,500,000		—			2		70,409,317

1) Series A Publicly Traded Shares

On August 15, 2017, the Company concluded its IPO in the Mexican Stock Exchange. As a result of this IPO, the Company issued on that date 65,000,000 Series A common shares for an amount of 650,017 minus the offering

F-107

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

fees of 9,988. This Series A common shares were redeemable during the first 24 months of the IPO or at the shareholders election once the Initial Business Combination were approved.

The funds received form the Initial Public Offering on the Mexican Stock Exchange for 650,017 on August 15, 2017 were invested in a security deposit account located in the United Kingdom (the “Escrow Account”) with Citibank N.A. London branch acting as depository. Those funds were deposited in an interest-bearing account and the Company used those amounts in connection with the Initial Business Combination or for reimbursements to Series A shareholders that exercised their redemption rights.

After the initial recognition, the funds received from the Series A shares, net of offer expenses, were measured subsequently at their amortized cost using the effective interest rate method. Profits and losses were recognized in profit or loss when the liabilities are written off, as well as through the amortization process through the method of the effective interest rate.

On April 4, 2018, the Company consummated its Initial Business Combination and consequently the monies accumulated in the Escrow Account for an amount of 653,781 were used to complete the acquisitions related thereto and perform reimbursements of Series A shareholders that elect to do so.

About 31.29% of the holders of the Series A redeemable common shares exercised their redemption rights aforementioned; as a result, 20,340,685 shares were redeemed for an amount of 204,590 (Note 17.1.1). The resources came from the cash held in the Escrow Account. The holders of remaining Series A redeemable common shares decided not to exercise their redemption right and, as a result, an amount of 442,491 net of offering expenses paid for an amount of 19,500, was capitalized on that date. . In addition on the same date the Company paid deferred offering expenses at IPO for 19,500. The capitalization of 442,491 did not generate cash flow, while the payment of offering expenses was made using the proceeds held in the Escrow Account (Note 17.1.1).

2) Series A Private Offering

On December 18, 2017, the shareholders’ meeting approved an increase in the variable capital stock for an amount of 1,000,000 through the subscription of 100,000,000 Series A common shares as a result of a potential Initial Business Combination disclosed in Note 31. On April 4, 2018 an amount of 9,500,000 Series A common shares were fully paid and subscribed for an amount of 95,000 through a shares’ subscription process approved by the shareholders. In addition, 500,000 Series A common shares amounting for 5,000,000 were also committed as part of the same subscription process, Aggregate costs associated with the shares’ subscription process amount for 4,073 with a share issue cost of 4.07.

As disclosed in Note 33, on March 22, 2018, the Company shareholders’ meeting approved 8,750,000 common shares to be held in treasury to be used to implement the Long Term Incentive Plan (LTIP), at the discretion of the Administrator of the Plan, based on the opinion of independent experts.

The remaining Series A common shares issued on December 18, 2017 not used for purposes of completing the shares’ subscription process described above or for the LTIP, were cancelled on April 4, 2018 pursuant to the

F-108

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

terms approved by the shareholders on December 18, 2017. As part of the LTIP, the Company will enter into a trust agreement (the “Administrative Trust”) to deposit the Series A shares to be used thereunder. As of the issuance date of these financial statements, the Company is in the process to execute such Administrative Trust.

3) Series B

Prior to the Company´s initial global offering, by means of unanimous shareholders’ resolutions dated May 30, 2017, the shareholders of the Company, among other matters, resolved to increase the variable portion of the capital stock of the Company in the amount of 25,000, through the issuance of common, nominative, shares, with no expression of their nominal par value.

As of December 31, 2018, the Company´s variable share capital consists of 70,409,315 Series A common shares with no face value each and each granting the right to one vote, issued and fully paid. As of December 31, 2018, the authorized common capital of the Company includes 47,476,668 Series A common shares in its treasury; which can be used in connection with the Warrants, the Forward Purchase Agreements and LTIP.

4) Series C

The variable portion of the Company´s capital stock is of unlimited amount pursuant to the bylaws and the applicable laws, whereas, the fixed portion of the Company´s capital stock is divided into two class C shares.

20.1.2 Forward purchase agreement

On August 15, 2017, the Company agreed to entered into a forward purchase agreement (the “FPA”) pursuant to which Riverstone Vista Capital Partners, L.P. (“RVCP”) agreed to purchase a total of up to 5,000,000 series A shares and up to 5,000,000 warrants (“FPA Warrants”) for a total purchase price of 50,000 (or 10 per unit) in exchange for an advance payment of RCVP. The FPA warrants when issued, will be subject to the same terms than the Warrants.

On February 15, 2018 (as amended and restated on March 29, 2018), the Company entered into a subscription agreement (the “Subscription Agreement”) with Kensington Investments, B.V. (“Kensington”), whereby it agreed to purchase 500,000 additional series A shares for an aggregate amount of 5,000. As disclosed in Note 34, on February 13, 2019 the Company performed the closing of the transaction.

20.2 Capital risk management

On managing capital, the Company aims to safeguard its capacity to continue operating as an on-going business with the purpose of generating return for its shareholders and benefits to other stakeholders, and keeping an optimal capital structure to reduce the cost of capital.

F-109

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

current and non-current indebtedness) minus cash, bank balances and short term investments. The total capital corresponds to the shareholders’ equity as shown in the statement of financial position including all reserves, plus the net debt.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares, conduct stock purchase programs or sell assets to reduce its debt.

Financial leverage ratios as at December 31, 2018, is as follows:


	Successor— December 31, 2018
Total borrowings		304,767
Less: cash, bank balances and short term investments		(80,908	)

Net debt		223,859
Total capital attributable to owners		479,656

Leverage ratio		47	%

No changes were made in the objectives, policies or processes for managing capital during the period from April 4, 2018 through December 31, 2018.

This ratio was not calculated for PELSA as of December 31, 2017 and January 1, 2017, as PELSA did not have any indebtness as of those dates.

Note 21. Provisions

Successor—
December 31,
2018

Predecessor—
December 31,
2017

Predecessor—
January 1,
2017

Non-Current

Asset retirement obligation

15,430

15,642

13,740

Environmental remediation

756

260

831

Total Non-current provision

16,186

15,902

14,571

F-110

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Current
Provisions for contingencies		349		55		375
Asset retirement obligation		823		—		—
Environmental remediation		2,968		852		860
Others		—		—		380

Total Current provisions		4,140		925		1,615

Movements of the period/year on the provision for contingencies:


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018			Predecessor for the period from January 1, 2018 through April 3, 2018			Predecessor for the year ended December 31, 2017
At the beginning of the period/year		51			55			375
Increases (Note 10.2)		151			2			2,566
Unwinding of discount		240
Increases for business combination (Note 30)		—
Amounts incurred due to payments/utilization		(9	)		(6	)		(2,886	)
Exchange differences		(84	)

At the end of the period/year		349			51			55

F-111

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Movements of the period/year on the provision for asset retirement obligation:


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018			Predecessor for the period from January 1, 2018 through April 3, 2018			Predecessor for the year ended December 31, 2017
At the beginning of the period/year		15,587			15,642			13,740
Increases for business combination (Note 31)		11,201			—			—
Unwinding of discount (Note 11.3)		897			233			815
Reclassification		—			—			73
Decreases (*)		(11,839	)		—			(55	)
Amounts incurred due to payments/utilization		—			—			(221	)
Increase / (Decrease) from change in estimates capitalized		407			(288	)		1,290
Reversal of unused amounts (Note 10.1)		—			—			—

At the end of the period/year		16,253			15,587			15,642

(*)	Mainly related to the increase in the discount rate due to the change in the macroeconomic conditions and cost efficiencies.

Movements of the period/year on the provision for environmental remediation:


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018			Predecessor for the period from January 1, 2018 through April 3, 2018			Predecessor for the year ended December 31, 2017
At the beginning of the period/year		1,002			1,112			1,691
Increases for business combinations (Note 31)		4,044			—			—
Increases (Note 11.3)		1,168			12			—
Reclassification		—			—			(571	)
Decreases (*)		(2,490	)		(122	)		(8	)

At the end of the period/ year		3,724			1,002			1,112

(*)	Includes exchange differences

21.1 Provision for Environmental remediation

The Company undertakes environmental impact studies for new projects and investments and, to date, environmental requirements and restrictions imposed on these new projects have not had any material adverse impact on the Company´s business.

F-112

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The Company has performed a sensitivity analysis relating to the discount rate. The 1% increase or decrease in the discount rate would not have a significant impact on the Company’s results of operations.

21.2 Provision for asset retirement obligation

In accordance with the regulations applicable in the countries where the Company (directly or indirectly through subsidiaries) performs oil and gas exploration and production activities, the Company must incur costs associated with asset retirement obligation. The Company has not pledged any assets for settling such obligations.

The asset retirement obligation provision represents the present value of decommissioning costs relating to oil and gas properties, which are expected to be incurred up to the end of each concession, when the producing oil and gas wells are expected to cease operations. These provisions have been created based on the Group’s internal estimates or Operator’s estimates, as applicable. Assumptions based on the current economic environment have been made, which management believes form a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual asset retirement obligation costs will ultimately depend upon future market prices for the necessary asset retirement obligation works required that will reflect market conditions at the relevant time. Furthermore, the timing of asset retirement obligation is likely to depend on when the fields cease to produce at economically viable rates. This, in turn, will depend upon future oil and gas prices, which are inherently uncertain.

The discount rate used in the calculation of the provision as of December 31, 2018, December 31, 2017 and January 1, 2017 equaled to 10.03%, 4.83% and 5.93%, respectively.

21.3 Provision for contingencies

The Company (directly or indirectly through subsidiaries) is a party to several civil, commercial, tax and labor proceedings and claims that arise in the ordinary course of its business. In determining a proper level of provision to estimate the amounts and probability of occurrence, the Company has considered its best estimate with the assistance of legal and tax advisors.

The determination of estimates may change in the future due to new developments or unknown facts at the time of evaluation of the provision. As a consequence, the adverse resolution of the evaluated proceedings and claims could exceed the established provision.

As of December 31, 2018, December 31, 2017 and January 1, 2017, the Group and the Predecessor Company are involved in various claims and legal actions arising in the ordinary course of business. Out of the total claims and legal actions in the aggregate claimed amount of 391, 22,373 and 26,601, respectively as of such dates, management has estimated a probable loss of 349, 55 and 375, respectively. These amounts have been accrued for in the statements of financial position within “Provisions for contingencies”.

F-113

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

In addition, certain proceedings are considered to be contingent liabilities related to labor, civil, commercial and other actions which, based on the plaintiffs’ claims, as of December 31, 2018, December 31, 2017 and January 1, 2017, amount to a total of 42, 22,169 and 957, respectively, and which the Company has not recognized them as it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. See note 27 for additional details on the main contingent liability as of December 31, 2018 and December 31, 2017.

There are no individual claims or other matters, that individually or in the aggregate, have not been provisioned or disclosed by the Company, which amounts are material to the financial statements.

The Company, bearing in mind the opinion of the Group’s legal counsel, considers that the amount of the provision is sufficient to afford the contingencies that may occur.

Note 22. Employee defined benefits plans obligation

The main characteristics of benefit plans granted only to certain employees from the Entre Lomas joint operation are detailed below.

Compensatory plan : Benefit plan whereby Company employees meeting certain conditions, who have participated in the defined benefit plan in an uninterrupted manner and who, having joined the Company before May 31, 1995, have the required number of years of service, are eligible to receive upon retirement a certain amount according to the provisions of the plan. The benefit is based on the last computable salary and the number of years working for the Company after deducting the benefits from the Argentine pension system managed by Administración Nacional de Seguridad Social (“ANSES”). At the time of retirement, employees are entitled to receive a monthly payment at constant value, which is updated at the end of each year by the Consumer Price Index (CPI) published by the Institute of National Statistics and Census (Instituto Nacional de Estadísticas y Censos or “INDEC”) of Argentina. In case that during a certain year the variation of it exceeds 10%, the payment is adjusted provisionally once this percentage has been exceeded.

This plan requires the Company to contribute to a trust fund. The plan calls for a contribution to a fund exclusively funded by the Company and without any contribution by the employees. The assets of the fund are contributed to a trust fund and invested in US dollar-denominated money market instruments or fixed term deposits in order to preserve the accumulated capital and obtain a return in line with a moderate risk profile. In addition, although there is no target asset allocation for the following years, funds are mainly invested in U.S. government bonds and U.S. treasury notes, commercial papers rated A1 or P1, AAAm-rated mutual funds and time deposits in banks rated A+ or higher in the United States of America, in accordance with the Trust Agreement dated on March 27, 2002 entered with The Bank of New York Mellon, duly amended by the Permitted Investment Letter dated on September 14, 2006. The Bank of New York Mellon is the trustee and Willis Towers Watson is the managing agent. In case there is an excess (duly certified by an independent actuary) of the funds to be used to settle the benefits granted by the plan, the Company will be entitled to choose how to use such excess, in which case it may have to notify the trustee thereof. As of December 31, 2018, the funds of the plan were deposited in a bank account belonging to the trust fund and are not invested in any money market instrument. The Company cannot dispose of such funds.

F-114

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following tables summarize the components recognized in the statement of profit or loss and other comprehensive income for defined benefit plans and the evolution of the obligations for defined benefit plans in the statement of financial position:


	Successor—December 31, 2018
	Present value of the obligation			Fair value of plan assets			Net liability at the end of the year
Liabilities at the beginning of period		(10,481	)		5,656			(4,825	)
Increase for business combination		(3,847	)		2,076			(1,771	)
Items classified in profit or loss
Current services cost		(99	)		—			(99	)
Cost for interest		(446	)		(20	)		(466	)
Reductions		177			—			177
Exchange differences on translation gain (loss)		257			—			257
Items classified in other comprehensive income
Actuarial gains		2,698			—			2,698
Benefit payments		727			(727	)		—
Contributions paid		—			727			727

At the end of period		(11,014	)		7.712			(3,302	)


	Predecessor—April 3, 2018
	Present value of the obligation			Fair value of plan assets			Net liability at the end of the year
Liabilities at the beginning of period		(10,317	)		5,634			(4,683	)
Items classified in profit or loss
Current services cost		(38	)		—			(38	)
Cost for interest		(126	)		—			(126	)
Return on plan assets		—			56			56
Exchange differences on translation		(57	)		(34	)		(91	)
Items classified in other comprehensive income
Actuarial losses (gains) ⁽²⁾		(89	)		—			(89	)
Benefit payments		146			(146	)		—
Contributions paid		—			146			146

At the end of period		(10,481	)		5,656			(4,825	)

F-115

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Predecessor – December 31, 2017
	Present value of the obligation			Fair value of plan assets			Net liability at the end of the year
Liabilities at the beginning of the year		(9,962	)		5,596			(4,366	)
Items classified in profit or loss
Current services cost		(161	)		—			(161	)
Cost for interest		(484	)		—			(484	)
Return on plan assets		—			38			38
Exchange differences on translation		243			—			243
Items classified in other comprehensive income
Actuarial losses (gains)		(355	)					(355	)
Benefit payments		402			(402	)		—
Contributions paid		—			402			402

At the end of the year		(10,317	)		5,634			(4,683	)

The fair value of the plan assets at the end of each reporting period by category, are as follows:


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Cash and cash equivalents		7,712		69		1,265
Debt instruments categorized by issuers’ credit rating:
- AAA (U.S. Treasury notes)		—		5,565		4,331

Total		7,712		5,634		5,596

Estimated expected benefits payments for the next ten years are shown below. The amounts in the table represent the undiscounted cash flows and therefore do not reconcile to the obligations recorded at the end of the year.


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Less than one year		743		507		444
One to two years		825		516		439
Two to three years		811		635		438
Three to four years		800		669		562
Four to five years		783		666		587
Six to ten years		3,869		3,678		3,237

F-116

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Significant actuarial assumptions used were as follows:


	Successor— December 31, 2018			Predecessor— December 31, 2017			Predecessor— January 1, 2017
Discount rate		5.00	%		5.00	%		5.00	%
Assets return rate		—			5.00	%		5.00	%
Salaries increase
Up to 35 years old		1.00	%		1.00	%		1.00	%
From 36 to 49 years old		1.00	%		1.00	%		1.00	%
More than 50 years old		1.00	%		1.00	%		1.00	%

The following sensitivity analysis shows the effect of a variation in the discount rate and salaries increase on the obligation amount.

If the discount rate would be 100 basis points higher (lower), the defined benefit obligation would decrease by 1,011 (increase by 1,203) as of December 31, 2018, decrease by 1,011 (increase by 1,203) as of December 31, 2017 and decrease by 1,074 (increase by 1,300) as of January 1, 2017.

If the expected salary growth increases (decreases) by 1%, the defined benefit obligation would increase by 197 (decrease by 183) as of December 31, 2018, increase by 197 (decrease by 183) as of December 31, 2017 and increase by 621 (decrease by 557) as of January 1, 2017.

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of each reporting period, based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. Therefore, the presented analysis may not be representative of the actual change in the defined benefit obligation. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of each reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the statement of financial position.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

F-117

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 23. Salaries and social security payable


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Current
Salaries and social security contributions		925		249		253
Short-term employee benefits		1,052		681		891
Provision for gratifications and bonus		4,371		1,610		1,243

Total current		6,348		2,540		2,387

Note 24. Other taxes and royalties payable


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Non-current
Payment plans		—		2		7

Total non-current		—		2		7


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Current
Value added tax		—		486		—
Tax withholdings payable		909		974		1,054
Royalties		5,467		2,452		2,436
Extraordinary canon (Note 1.2.4 and Note 10.2)		—		2,251		2,072
Turnover tax		139		124		284

Total current		6,515		6,287		5,846

F-118

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 25. Accounts payable and accrued liabilities


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Non-Current
Accrued liabilities:
Extraordinary canon on SGIC		1,008
Total non-current accounts payable and accrued liabilities		1,008
Current
Accounts payable:
Suppliers		73,609		19,764		17,733
Customer advances		—		—		5,850
Related parties (Note 26)		—		1,226		744
Total current accounts payable		73,609		20,990		24,327
Accrued liabilities:
Concession extension bonus Bajada del Palo payable (Note 29.3.2)		7,899		—		—
Extraordinary canon on SGIC		769		—		—
Balances with joint operations		1,023		—		—
Directors’ fees		1,034		—		—

Total current accrued liabilities		10,725		20,990		24,327

Total current accounts payable and accrued liabilities		84,334		20,990		24,327

Due to the short-term nature of the current payables and other payables, their carrying amount is considered to be the same as their fair value. The carrying amount of the non-current accrued liabilities does not differ significantly from its fair value.

Note 26. Related parties transactions and balances

Note 2.3 provides information about the Group’s structure, including details of the subsidiaries, the holding company (Successor) and the Predecessor Company.

F-119

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/year.


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018		Predecessor for the period from January 1, 2018 through April 3, 2018			Predecessor for the year ended December 31, 2017
Revenue from crude oil
Pampa Energía S.A. (former Parent of PELSA)		—		31,501			114,564
Revenue from natural gas
Pampa Energía S.A. (former Parent of PELSA)		—		2,647			8,832
Transportadora Gas del Sur S.A. (Subsidiary of the former Parent of PELSA)		—		—			684
Central Térmica Güemes S.A. (Subsidiary of the former Parent of PELSA)		—		—			455
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)				7,726			18,886
Exploitation services
Veta Escondida y Rincón de Aranda U.T.E. (Joint operation in which the former parent of PELSA participate)		—		32			412
Purchases of goods and services
SHM S. de R.L. de C.V. (affiliate of Riverstone Holdings, LLC —Shareholder of VISTA)		186		—			—
Pampa Energía S.A. (former Parent of PELSA)		—		(546	)		(1,767	)
Selling expenses
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		(91	)		(364	)
Oleoductos del Valle S.A. (Subsidiary of the former Parent of PELSA)		—		(610	)		(2,962	)

F-120

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Key management personnel remuneration


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018		Predecessor for the period from January 1, 2018 through April 3, 2018		Predecessor for the year ended December 31, 2017
Short-term employee benefits		5,368		235		2,417
Termination benefits		—		—		1,167
Share-based payments		3,533		—		—

Total		8,902		235		3,584

The amounts disclosed in the table are the amounts recognized as an expense during the reporting period/year related to key management personnel.

As disclosed in Note 20.1, on May 30, 2017, VISTA entered into a private placement agreement with VISTA´s independent directors and former independent director for the purposes of selling them 132,000 series B shares that were later converted into and as of December 31, 2018 are in the form of 132,000 series A shares representing VISTA´s capital stock.

Finally, as disclosed in Note 20.1, on August 1, 2017 Vista’s Sponsor, comprised by Vista Sponsor Holdings, L.P. and the Management Team, purchased of 29,680,000 warrants. Vista Sponsor Holdings, L.P., a limited partnership organized under the laws of Ontario, Canada, is controlled by senior professionals of Riverstone Investment Group LLC (“Riverstone”), a Delaware limited liability company, together with its affiliates and affiliated funds.

Balances with related parties:


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Trade receivables
Pampa Energía S.A. (former Parent of PELSA)		—		20,331		11,858
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		6,389		—

Total		—		26,720		11,858
Other receivables
Pampa Energía S.A. (former Parent of PELSA)		—		20		57
Veta Escondida y Rincón de Aranda U.T.E. (Joint operation in which the former parent of PELSA participate)		—		303		321

F-121

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
APCO Oil and Gas International Inc. Suc.Arg. (Entity with significant influence over the Group)		—		69		67
APCO Oil and Gas International Inc. (Entity with significant influence over the Group)		—		183		—

Riverstone Vista Capital Partners L.P.

Total		—		575		445
Trade payable and accrued liabilities
Pampa Energía S.A. (former Parent of PELSA)		—		674		348
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		32		—
Oleoductos del Valle S.A. (Subsidiary of the former Parent of PELSA)		—		266		232
APCO Oil and Gas International Inc. Suc. Arg.		—		254		164

Total		—		1,226		744

Outstanding balances at the period-end/year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the period beginning April 4, 2018 through December 31, 2018, for the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017, the Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each period/ year-end through examining the financial position of the related party and the market in which the related party operates.

Term Purchase Contract

As disclosed in Note 20.1.2, in August 2017, the Company entered into the FPA, pursuant to which RVCP agreed to purchase a total of up to 5,000,000 shares of the common capital of Series A of the Company, plus a total of up to 5,000,000 optional warrants to purchase one-third of a Series A share at a strike price of 11.5 U.S. Dollar per share (“FPA Warrants”), for a total purchase price of up to 50,000 or 10 U.S. Dollars per unit (as a whole, the “Units of the Term Purchase”) in exchange for an advance payment of RCVP as consideration for the execution of the FPA. Each of the FPA Warrants has the same terms as each one of the Sponsor Warrants.

There are no other related party transactions.

Note 27. Commitments and contingencies

For a description of the Company’s investment commitments regarding their oil and gas properties, see note 29.4.

F-122

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

27.1 Producers and Refiners Agreement

In January 2003, the Argentine Executive branch required oil producers and refiners to sign an agreement to set the price of West Texas Intermediate (WTI), which is used as a basis to determine PELSA’s oil sales prices at U.S. Dollars 28.50 per barrel through April 30 of 2004, the date on which the agreement ended. According to the provisions of the agreement, the differences that were generated between the price of the WTI and the reference limit of 28.50 would be paid at the time that the WTI was below U.S. Dollars 28.50 and VISTA Argentina continued charging U.S. Dollars 28.50, for the time necessary for the payment of the same.

As of December 31, 2018, December 31, 2017 and January 1, 2017, the cumulative differences between the actual WTI prices and the reference limit of $28.50 was deemed as a contingent asset for the Company of approximately 11,608; and for VISTA Argentina of 11,210 and 10,813, respectively, thus it has not been recorded since its collection has been assessed as not virtually certain.

27.2 Asociación de Superficiarios de la Patagonía (ASSUPA)

On July 1, 2004, VISTA Argentina was notified about a complaint filed against it. In August 2003, ASSUPA sued 18 companies operating exploitation concessions and exploration permits in the Neuquén Basin, VISTA Argentina being one of them, claiming the remediation of the general environmental damage purportedly caused in the execution of such activities, in addition to the establishment of an environmental restoration fund, and the implementation of measures to prevent environmental damages in the future. The plaintiff requested that the Argentine Government, the Federal Environmental Council (Consejo Federal de Medio Ambiente), the Provinces of Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza and the Ombudsman of the Nation be summoned. It requested, as a preliminary injunction, that the defendants refrain from carrying out activities affecting the environment. Both the Ombudsman’s summons as well as the requested preliminary injunction were rejected by the Supreme Court of Justice of Argentina (“CSJN”). PELSA has answered the demand requesting its rejection, opposing failure of the plaintiff. The CSJN gave the plaintiffs a term to correct the defects in the complaint. On August 26, 2008, the CSJN decided that such defects had already been corrected and on February 23, 2009, ordered that certain provinces, the Argentine Government and the Federal Environmental Council be summoned. Therefore, pending issues were deferred until all third parties impleaded appear before the court. As of the date of issuance of these financial statements, the provinces of Río Negro, Buenos Aires, Neuquén, Mendoza, and the Argentine government have made their presentations, which are not available to PELSA nor the Company, yet. The Provinces of Neuquén and La Pampa have claimed lack of jurisdiction, which was answered by the plaintiff.

On December 30, 2014, the CSJN issued two interlocutory judgments. The one related to PELSA supported the claim of the Provinces of Neuquén and La Pampa, and declared that all environmental damages related to local and provincial situations were outside the scope of its original jurisdiction, and that only “inter-jurisdictional situations” (such as the Colorado River basin) would fall under its jurisdiction. The Court also rejected precautionary measures and other proceedings related to such request.

PELSA and the Group, considering the opinion of the Group’s legal counsel, concluded that it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

F-123

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 28. Leases

Operating leases as lessee

As of December 31, 2018, the Company has entered into operating leases for buildings, office equipment and items of plant and machinery. These leases have an average life from 3 to 5 years for real estate lease and 2 to 3 years for office equipment and items of plant and machinery. In the cases of real estate lease with renewal terms at the option of the lessee, whereby the Company can extend at lease terms based on market prices at the time of renewal. There are no restrictions placed upon the Company as a result of entering into these leases.

The common terms of these lease contracts are that payments (installments) are fixed amounts; there are neither purchase option clauses, except for the cases of machinery lease agreements that have an automatic renewal clause for the term thereof; and there are prohibitions such as: transferring or sub-leasing the building, changing its use and/or making any kind of modifications thereto. All leases have cancelable terms and a term in average of 2 to 3 years. The general terms and conditions of the leases preview possibility of anticipated termination.

As of December 31, 2018, December 31, 2017 and January 1, 2017 future minimum payments with respect to non-cancellable operating leases of use are as follow:


	Successor – December 31, 2018		Predecessor - December 31, 2017		Predecessor— January 1, 2017
2017		—		—		276
2018		—		10		12
2019		8,973		—		—
2020		2,776		—		—
2021		3,690		—		—
2022		2,729		—		—
2023		363		—		—

Total future minimum lease payments		18,531		10		288

Total expenses for operating leases of use for the period beginning April 4, 2018 through December 31, 2018, for the period beginning January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 were 12,307, 10 and 276, respectively.

Note 29. Operations in hydrocarbon consortiums

29.1 General considerations

The Company is jointly and severally liable with the other participants for meeting the contractual obligations under these arrangements.

The production areas in Argentina are operated pursuant to concession production agreements with free hydrocarbons availability.

F-124

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

According to Law No.17,319, royalties equivalent to 12% of the wellhead price of crude oil and natural gas are paid in Argentina. The wellhead price is calculated by deducting freight and other sales related expenses from the sale prices obtained from transactions with third parties.

In the event of an extension, the payment of an additional royalty of up to 3% will be applicable at the time of the first extension. The rate of royalty for first extension will be 15%. For the following extensions the royalties will be increased to a maximum of 18%.

29.2 Oil and gas properties and participation in joint-operations

As of December 31, 2018, the Company is part of the joint operations and consortia for the exploration and production of oil and gas as indicated below:


	Location		Working interest							Duration Up To
Name	Location		Direct		Indirect			Operator		Duration Up To
Argentine production
25 de Mayo—Medanito S.E.		Río Negro		—		100	%		VISTA Argentina		2026

Jagüel de los Machos		Río Negro		—		100	%		VISTA Argentina		2025

Bajada del Palo Este		Neuquén		—		100	%		VISTA Argentina		2053

Bajada del Palo Oeste		Neuquén		—		100	%		VISTA Argentina		2053

Entre Lomas		Río Negro and Neuquén		—		100	%		VISTA Argentina		2026

Agua Amarga (“Charco del Palenque” y “Jarilla Quemada”)		Río Negro		—		100	%		VISTA Argentina		2034/2040

Coirón Amargo Sur Oeste		Neuquén		—		10	%		O&G Development Ltd. S.A.		2053

Coirón Amargo Norte		Neuquén		—		55	%		APCO		2036

Acambuco		Salta		—		1,5	%		Pan American Energy		2036

Sur Río Deseado Este		Santa Cruz		—		16,95	%		Petrolera Argentina S.A.		2021

Águila Mora		Neuquén		—		90	%		APCO		2019

F-125

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Location

Working interest

Duration
Up To

Name

Direct

Indirect

Operator

México production

Cuenca del Sureste Basin (Bloque CS-01)

Tabasco

—

Vista II

2047

Cuenca del Sureste Basin (Bloque A-10)

Tabasco

—

Vista II

2047

Tampico- Misantla (Bloque TM-01)

Tabasco

—

Jaguar

2047

As of December 31, 2017 and January 1, 2017, PELSA is part of the joint operations and consortia for the exploration and production of oil and gas as indicated below:

Location

Working interest

Duration
Up To

Name

Direct

Indirect

Operator

Argentine production

Bajada del Palo

Neuquén

73.15

—

PELSA

2025

Entre Lomas

Río Negro and Neuquén

73.15

—

PELSA

2026

Agua Amarga

Río Negro

73.15

—

PELSA

2034/2040

Summarized financial information in respect of the Group’s and Vista Argentina´s material joint operations which assets, liabilities, revenues and expenses are not accounted for at 100% in the Group´s and Vista Argentina´s financial statements is set out below. The summarized financial information below represents amounts prepared in accordance with IFRSs at their respective working interests, adjusted by the Group for accounting purposes.


	Successor— December 31, 2018		Predecessor— December 31, 2017		Predecessor— January 1, 2017
Assets
Non-current assets		14,950		257,009		284,324
Current assets		1,488		12,626		15,793
Liabilities
Non-current liabilities		483		8,151		5,071
Current liabilities		3,307		28,757		26,982

F-126

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018			Predecessor for the period from January 1, 2018 through April 3, 2018			Predecessor for the year ended December 31, 2017
Cost of sales		(12,120	)		(40,846	)		(195,200	)
Selling expenses		(46	)		(5,304	)		(23,439	)
General and administrative expenses		(230	)		(1,494	)		(6,949	)
Exploration expenses		(2	)		(134	)		(1,049	)
Other operating income and expenses, net		(390	)		51			5,943
Financial results, net		988			1,706			2,078

Total costs and expenses for the period/year		(11,800	)		(46,021	)		(218,616	)

29.3 Concession and changes in working interest oil and gas properties

29.3.1 Entre Lomas area

Entre Lomas joint operation partners are VISTA Argentina and APCO SAU with a working interest of 77% and 23%, respectively. VISTA Argentina is the operator and participates in the concession for the exploitation of hydrocarbons in the Entre Lomas area, located in the provinces of Río Negro and Neuquén. The concession contract, renegotiated in 1991 and 1994, granted the availability of crude oil and natural gas produced, and determined the term of the concession until January 21, 2016.

VISTA Argentina reached a renegotiation agreement with the Province of Río Negro for the concession of the Entre Lomas Area, signed on December 9, 2014, approved by Provincial Decree No. 1,706 / 2014 and ratified by the Honorable Provincial Legislature in its session of December 30, 2014. Through this agreement PELSA agreed to extend the Entre Lomas Area Concession until January 2026, committing, among other conditions, the payment of a Fixed Bond and a Contribution to Social Development and Institutional Strengthening, the complementary contribution equivalent to 3% of oil and gas production and an important plan for the development and exploration of reserves and resources, and environmental remediation.

In 2009, the Neuquén provincial government negotiated and granted ten-year extension period with various companies. In the third-quarter of 2009, the concession contract for the portion of the Entre Lomas concession located in the Neuquén province was extended to January 2026. This extension agreement does not apply to the portion of the Entre Lomas concession located in Río Negro province that was negotiated separately. Pursuant to the extension agreement, PELSA and its partners agreed to spend ARS 237 million for future exploitation and exploration activities in that portion of Entre Lomas located in Neuquén province and Bajada del Palo over a 17 year period. Provincial production taxes were increased from the previous rate of 12 percent to 15 percent and could increase up to a maximum of 18% depending on future increases in product price realizations.

F-127

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

29.3.2 Bajada del Palo area

Prior to December 21, 2018, the Bajada del Palo operating concession, located in the Province of Neuquén, was granted to Vista Argentina, with 77% participation and APCO SAU with the remaining 23%, being Vista Argentina the operator This concession had been extended for a period of 10 years, through Decree No. 1,117/09, expiring accordingly in the year 2026.

On December 21, 2018, the Province of Neuquén approved the transformation of the exploitation concession in the Bajada del Palo area, operated by Vista Argentina, into two, Bajada del Palo Oeste (“BPO”) and Bajada del Palo Este (“BPE”). The two concessions are for a term of 35 years, include the payment of fixed royalties of 12% for new production from the shale (shale rock) formations, and this permission replace the concession of conventional exploitation of this area.

The Company committed to pay the Province of Neuquén the following concepts in the framework of the granting of unconventional exploitation concessions for both areas: (i) exploitation bonus for a total of approximately 1,167, (ii) Infrastructure Bond for a total of approximately 2,796; (iii) Corporate Social Responsibility for an amount of approximately 3,935; (iv) an important plan for the development and exploration of reserves (see Note 29.4). Likewise, VISTA paid the amount of approximately 1,102 as stamp tax at the closing of the transaction.

29.3.3 Agua Amarga Area (“Charco del Palenque” y “Jarilla Quemada”)

Agua Amarga “Charco del Palenque” and “Jarilla Quemada” joint operation partners as of January 1, 2017 and December 31, 2017 were VISTA Argentina, and APCO Argentina Branch and Pampa with a working interest of 73.15%, 23%, and 3.85%, respectively. Since the business acquisition performed by the Company on April 4, 2018 described in Note 31, the Agua Amarga operating concession, located in the Province of Neuquén, the joint operation partners were VISTA Argentina with 77% participation and APCO SAU with the remaining 23%, being Vista Argentina the operator.

In 2007, VISTA Argentina obtained the exploration permit on the Agua Amarga Area located in the Province of Río Negro. Provincial Decree 557/07 and the signing of the respective contract on May 17 of the same year formalized the agreement. Based on the results of the exploration carried out in the Agua Amarga Area, the Province of Río Negro granted the Concession of Exploitation of the Charco del Palenque field, on October 28, 2009, by means of the Provincial Decree N ° 874 and its rectification No. 922, dated November 13, 2009, for exploitation for a term of 25 years.

The enforcement authority of the Province of Río Negro accepted the inclusion of the “Meseta Filosa” sector to the concession previously granted by Charco del Palenque, through Provincial Decree N° 1,665 dated November 8, 2011, published in the Official Gazette N° 4,991 of December 1, 2011.

Subsequently, the enforcement authority of the Province of Río Negro approved the inclusion of the Charco del Palenque Sur sector to the previously granted concession of Charco del Palenque, by means of Provincial Decree No. 1,199 dated August 6, 2015. In addition, in the same date the Provincial Decree No. 1,207 gave PELSA the Exploitation Concession for Exploitation the Jarilla Quemada field.

F-128

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Both Decrees were published in Official Gazette No. 5,381 of August 17, 2015, whereby the Agua Amarga Exploration Area is divided into the two exploitation concessions mentioned.

The exploitation concession Charco del Palenque is effective until 2034 and the exploitation concession Jarilla Quemada is effective until 2040.

29.3.4 Coirón Amargo Sur Oeste y Coirón Amargo Norte oil and gas properties

Coirón Amargo Joint arrangement (“CA”) had an exploitation concession in the North Area (“Coirón Amargo Norte”) and an evaluation field in the South Area (“Coirón Amargo Sur”), effective until the year 2036 and 2018, respectively.

On July 11, 2016, the joint operators entered into an agreement for assignment of participating interest, through which the area was divided into three oil and gas properties: Coirón Amargo Norte (“CAN”), Coirón Amargo Sur Oeste (“CASO”) and Coirón Amargo Sur Este (“CASE”).

The Company decided not to participate in the CASE join operation.

CA changed its name to CAN. CAN join operators are APCO SAU with a 55% working interest, Madalena Energy S.R.L. (“Madalena”) with 35% working interest and Gas y Petróleo de Neuquén S.A. (“G&P”) with the remaining 10%. APCO SAU is the operator since that date. The expiration date of the exploitation concession remains in 2036.

Additionally, the CASO joint operation was established and the joint operators were APCO SAU with 45% of working interest, O&G Developments Ltd. S.A. with a 45% working interest and Gas y Petróleo de Neuquén S.A. with the remaining 10%. The last one is the designated operator and the expiration date is June 30, 2018, according to the MEyRN resolution N° 032/2018 dated March 2, 2018.

The province of Neuquén issued Decree N° 1,363, published in the Official Gazette on October 7, 2016, approving this arrangement.

The joint arrangement CA (whose continuation is the joint arrangement CAN) established that all the disbursements in terms of expenses and investments that were incurred during the exploratory stage until the filed was declared commercially exploitable, were contributed, at exclusive risk, by the partners, with the exception of GyP, and in no case GyP have to reimburse the rest of the partners of the UTE, such expenses and investments. Therefore, they were recognized by the Company in the proportion in which they were financed.

F-129

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Consequently, the parties agreed that the contributions made and to be made in the future be recognized as greater assets and / or expenses, as appropriate, for the Company and Madalena in terms of the amounts actually disbursed by them, regardless of the contractual participation percentages.

Consequently, APCO SAU acquired the net assets that GyP owned in the joint operation CAN for a value of 3,123 corresponding to the other receivable that APCO SAU had with GyP, detailed above, as of September 1, 2017, which proceeded to derecognized. Given that the carrying amount of these assets as of the date of acquisition amounted to 1,809, APCO SAU recognized the difference of 1,313 as Oil and Gas Property.

Consequently, as of September 1, 2017, APCO SAU proceeded to include its participation in this joint operation as 61.11%, which is comprised of its contractual share of 55% plus the incremental participation acquired from GyP, previously described, of 6.11%.

On August 22, 2018, APCO SAU entered into a cross assignment of rights agreement, the “Aguila Mora Swap Agreement”, whereby: (i) APCO SAU assigned to O&G, a subsidiary of Royal Dutch Shell PLC (“Shell”), 35% non-operated working interest in the CASO oil and gas property, (ii) O&G assigned to APCO a 90% operated working interest in the Águila Mora oil and gas property.

Joint operators of CASO are actually APCO SAU, O&G and GyP with working interests of 10%, 80% y 10% respectively, being O&G the designated operator. On September 25, 2018 though Decree No. 1,578/18, the evaluation lot of CASO became in an unconventional exploitation concession (“CENCH” by its initials in spanish) for a term of 35 years, expiring accordingly in the year 2053.

As in the CAN area, the CASO joint operators maintain a “Carry Petrolero” agreement for the participation of GyP, accounting APCO SAU its participation in this joint operation for 61.11%.

29.3.5 Águila Mora

On August 22, 2018, APCO SAU entered into a cross assignment of rights agreement, the Aguila Mora Swap Agreement, whereby: (i) APCO SAU assigned to O&G, a subsidiary of Royal Dutch Shell PLC (“Shell”), 35% non-operated working interest in the CASO oil and gas property, (ii) O&G assigned to APCO a 90% operated working interest in the Águila Mora oil and gas property, plus a 10,000 contribution for the upgrade of an existing water infrastructure for the benefit of the operations of Shell and Vista. The Aguila Mora Swap Agreement was approved by the province of Neuquén on November 22, 2018. Therefore, as of such date, Vista retained a 10% working interest in the CASO oil and gas property and held a 90% working interest in the Águila Mora oil and gas property, becoming the operator of the latter, being the remaining 10% of GyP. This transaction was measured at the fair value of participant interest assigned to O&G and no gain or loss was recorded as a result of the transaction.

Located in the province of Neuquén, Águila Mora is an oil and gas property with an exploratory permit until June 2019, which is found in the shale oil window of the Vaca Muerta formation.

APCO SAU maintains a “Carry Petrolero” for the participation of GyP, accounting APCO SAU its participation in this joint operation for 100%.

F-130

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

29.3.6. Jagüel de los Machos

Decree 1769/90 granted an exploitation concession for 25 years over the “Jagüel de los Machos” area to Compañía Naviera Perez Companc S.A.C.F.I.M.F.A (actually, Pampa Energía S.A.). Subsequently, by means of Decree 1708/08 of the Province of Rio Negro, the exploitation concession was extended for ten (10) years, expiring accordingly on September 6, 2025.

On April 4, 2018, 100% of the participation in the area was ceded by Pampa Energía to Vista Argentina, and to date it has been pending approval by the Province of Rio Negro, under the terms of article 72 of Law 17,319.

Jagüel de los Machos is an exploitation concession located in the province of Rio Negro.

29.3.7. 25 de Mayo – Medanito S.E.

Decree 2164/91 reconverted the existing contract to that date on the area “25 de Mayo-Medanito SE” in an exploitation concession for 25 years. Subsequently, by means of Decree 1708/08 of the Province of Rio Negro, the exploitation concession was extended for ten (10) years, expiring accordingly on October 28, 2026.

25 de Mayo – Medanito S.E. is an exploitation concession located in the province of Rio Negro

29.3.8. Acambuco

The Company holds a 1.5% participation interest in the unincorporated joint venture for the exploitation concession for Acambuco in the Noroeste basin located in the Province of Salta. The operator of this assessment oil and gas property is Pan American Energy LLC (Argentina Branch) which holds a 52% interest. The remaining interests are held by three other partners, YPF which holds 45% interest, and a subsidiary of WPX Energy, Northwest Argentina Corporation, which holds the remaining 1.5% interest. The concession expires in 2036. There are no pending capital commitments.

29.3.9. Sur Río Deseado Este

Although we consider Sur Río Deseado Este oil and gas property to be a single oil and gas property, we have broken down the information into Sur Río Deseado Este explotation and Sur Río Deseado Este exploration as detailed below.

F-131

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

We hold a 44% participation interest relating to an SRDE exploration contractof a portion of Sur Río Deseado Este concession. The operator of this assessment oil and gas property is Quintana E&P Argentina S.R.L.

The concessions expires in 2021 and there are no pending capital commitments.

29.3.10 Mexico oil and gas properties

As disclosed in Note 1, on October 30, 2018, VISTA through its Mexican subsidiary VISTA II completed the acquisition, of 50% working interest in the following oil and gas properties:

(i)

CS-01 and A-10 (Cuenca del Sureste Basin), both to be operated by VISTA (subject to CNH’s approval of the transfer of operation expected to be obtained approximately on mid-year 2019); and

(ii)

TM-01 (Tampico-Misantla Basin) to be operated by Jaguar.

As of the date of these consolidated financial statements the addendum to the license agreements of the three oil and gas properties between CNH, Jaguar, Pantera and VISTA necessary to formalize the acquisition was executed.

The concessions expires in 2047.

29.4 Investment Commitment

As of December 31, 2017, PELSA, the predecessor company, was committed with the Province of Río Negro to drill and complete 12 development wells, 2 step-out wells and 1 exploration well, in the Entre Lomas oil and gas property, during the period from 2018 through 2020. PELSA’s best estimate of the cost to fulfil this commitment is 31,500 (23,040 at PELSA’s working interest). In addition, PELSA committed to perform 21 well workovers and abandon 4 wells, in the Entre Lomas oil and gas property, during the period from 2018 through 2020. PELSA’s best estimate of the cost to fulfil this commitment is 11,300 (8,270 at PELSA’s working interest). Such investment activities were related to the 73.15% working interest that PELSA had in the Entre Lomas UTE. Of the aforementioned activities, 3 development wells were pending commitments from 2017.

As of December 31, 2018, the Company committed to drill and complete (a) in the Province of Río Negro, 20 development wells, 5 step-out wells and 2 exploration wells in the 25 de Mayo – Medanito S.E and Jagüel de los Machos oil and gas properties for an estimated cost to fulfil this commitment of 43,500 (same at the Company’s working interest) until 2021; (b) in the Province of Río Negro, 12 development wells, 2 step-out wells and 1 exploration well, in the Entre Lomas oil and gas property, for an estimated cost to fulfil this commitment of 30,500 (same at the Company’s working interest) until 2022; and (c) in the Province of Neuquén, 3 horizontal wells for a total of 35,000 (3,800 at the Company’s working interest) in 2019 in the Coiron Amargo Sur Oeste oil and gas property.

In addition, the Company committed to perform (a) 19 well workovers and abandon 22 wells, in 25 de Mayo – Medanito S.E and Jagüel de los Machos oil and gas properties for an estimated cost to fulfill this commitment of

F-132

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

13,900 (same at the Company’s working interest) until 2021; and (b) 13 well workovers and abandon 3 wells, in the Entre Lomas oil and gas property, for an estimated cost to fulfill this commitment of 7,400 million (same at the Company’s working interest) until 2020.

Finally in connection to the granting of CENCH in the Bajada del Palo, the Company committed: (a) in Bajada del Palo Oeste área to drill 8 horizontal wells with its related facilities by an estimated amount of 105,600 until June 2020, out of which 53,800 were already disbursed as of December 31, 2018 (in 2018 Vista drilled (i) 4 horizontal wells in Bajada del Palo Oeste for 40,393 and (ii) intermediate sections of additional 9 wells with its related facilities for 13,420); and (b) in Bajada del Palo Este to drill 5 horizontal wells with its related facilities by an estimated amount of 51,800 until December 2021.

29.5 Exploratory well costs

There are no balances nor activity for exploratory well costs during the period beginning April 4, 2018 through December 31, 2018, for the period beginning January 1, 2018 through April 3, 2018 and for year ended December 31, 2017.

Note 30. Regularization regime (moratorium)

Between the 29 and the 31 of March 2017, PELSA adhered to the regularization regime (moratorium) provided for Law No. 27,260 in relation to certain tax claims and provisions. PELSA related liabilities were mainly attributable to contingencies identified including interpretation differences with the Argentine tax authority regarding the time of recording well abandonment expenses for income tax purposes and the exemption from the Tax on Personal Assets as Substitute Taxpayer for a shareholder in Spain. As of January 1, 2017 and December 31, 2017, the carrying amount of the matters that were included in the moratorium amounted to 7 and 2 were disclosed as “Non-current tax and tax royalties payable”:

Although the adhesion to the regularization regime established benefits of releasing tax fines and reducing compensatory interests, PELSA did not recognize any gain for the year ended December 31, 2017.

Note 31. Business Combinations

On April 4, 2018, the Company completed its Initial Business Combination that was recorded using the acquisition accounting method. The results of the operations acquired have been included in the consolidated financial statements since the date on which the Company obtained control of the respective businesses, as disclosed below.

31.1 Acquisition of PELSA (currently known as Vista Argentina) and the 3.85% direct interest in the oil and gas properties operated by PELSA from Pampa Energía S.A.

On January 16, 2018, Pampa Energía S.A. (“PAMPA”) agreed to sell VISTA its direct interest in PELSA and its direct interests in the Entre Lomas, Bajada del Palo and Agua Amarga oil and gas properties.

F-133

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

On April 4, 2018, PAMPA and the Company, through its Mexican subsidiary Vista I, executed a share purchase agreement (the “Share Purchase Agreement PELSA”), for the acquisition of Pampa’s direct interest of

58.88% in PELSA, an Argentine company that holds a 73.15% direct operating interest in the Entre Lomas (“EL”), Bajada del Palo (“BP”), and Agua Amarga (“AA”) oil exploitation concessions in the Neuquina Basin in the provinces of Neuquén and Río Negro, Argentina (the “EL-AA-BP Concessions”) (the “PELSA Transaction”); and

ii)

3.85% direct interest in the EL-AA-BP Concessions operated by PELSA.

On the same date, VISTA assigned all the rights and obligations of the Purchase Agreement related to the acquisition of the 3.85% direct interest in the EL-AA-BP Concessions to PELSA in order for such subsidiary to perform the purchase.

The main purpose of the business combination was to acquire an upstream business, which became the main activity of the Company after these business combinations, since the Company was established as a special purpose entity until this date (Note 1).

31.1.1 Consideration transferred

This business combination was performed in exchange for a total consideration of 297,588 in cash at the closing date.

The costs related to the transaction of 967 were recognized in profit or loss by the Company as they were incurred, and were recorded as “other operating expenses” in the accompanying consolidated statements of profit or loss and other comprehensive income. The operating results of the acquired business have been included in the consolidated operating results of the Company as of the date of acquisition.

31.1.2 Assets acquired and liabilities assumed as of April 4, 2018

As a result of the business combination, the Company identified a goodwill amounting to 11,999, attributable to the future synergies of the Company and PELSA combined business and assembled workforce. The Goodwill has been fully allocated to the Company’s single business segment, since is the only one which the Company operates, as described above. As of December 31, 2018, goodwill is not deductible in Mexico, consequently if these circumstances do not change, it is not expected that there will be tax deductions in the future.

F-134

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table details the fair value of the transferred consideration, the fair values of the acquired assets, the assumed liabilities and the non-controlling interest corresponding to PELSA’s acquisitions as of April 4, 2018:


	Notes
Assets				Total
Property, plant and equipment		[A	]		312,728
Other intangible assets					494
Trade and other receivables		[B	]		27,857
Other financial assets					19,712
Inventories					3,952
Cash and cash equivalents					10,216

Total assets acquired					374,959


	Notes
Liabilities
Deferred income tax liabilities				56,396
Provisions		[C	]	11,085
Employee defined benefits plan obligation				2,856
Salaries and social security payable				1,178
Income tax liability				2,914
Other taxes and royalties payable				3,394
Accounts payable and accrued liabilities				10,240

Total liabilities assumed				88,063

Net assets acquired				286,896

Goodwill				11,999

Non-controlling interest				(1,307	)

Total consideration (Note 31.1.1)				297,588

[A]	Property, plant and equipment:

Oil and gas Property: The Company has valued its interests in proved reserves (both developed and to be developed) and probable reserves in different acquired oil and gas properties. To estimate the future level of reserves, a report audited by external engineers was used adjusting by the temporality of the activity (e.g. drilling new wells and workovers) to adapt to VISTA’s plans. These assumptions reflect all reserves and resources that management believe a market participant would consider when valuing the asset. In all cases, the approach used to determine the oil and gas property’s fair value was a combination of the income-based approach through the Indirect Cash Flow method and a valuation methodology for comparable transactions using the multiple US Dollar/acre. The projection period was determined based on the termination of the respective concession contracts. For each type of reserve or resource, management used a risk factor between 100% and 30% of success from their estimated full

F-135

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

potential value. An 11.25% discount rate has been used, which was estimated taking the WACC rate in U.S. dollars as a parameter. The other main assumptions used to project cash flows were associated with crude oil, natural gas and NGL prices, foreign exchange and inflation rates, which were based on market participant assumptions.

[B]	Acquired Receivables: The fair value of acquired trade and other receivables amounts to 27,857. The gross contractual amount of receivables is 31,504, out of which 3,647 are not expected to be collected.

[C]

Contingent Liabilities, provision for Environmental remediation and asset retirement obligation: The Company has recorded 30, 646 and 10,071 to reflect the fair value of possible and probable tax, civil and labor contingencies, Environmental remediation and Asset retirement obligation as of the acquisition date, respectively. PELSA is (whether directly or indirectly) involved in several legal, tax and labor proceedings in its ordinary course of business. The fair value was calculated considering the level of probability of cash outflows that would be required for each contingency or provision.

31.1.3 Non-controlling interest

The non-controlling interest (0.32% ownership interest in PELSA) recognized at the acquisition date was measured at its fair value. The Company acquired the remaining 40.80% ownership interest in PELSA through the acquisition of APCO on the same acquisition date (Note 31.3).

31.1.4 Net cash outflow on acquisition of subsidiaries

In the consolidated statement of cash flows:


Cash consideration transferred	297,588
Cash and cash equivalents acquired	(10,216	)

Net cash outflow on acquisition of subsidiaries ^(*)	287,372

(*)	In the statement of cash flows 297,458 have been presented as Net cash outflow on acquisition of subsidiaries and 10,086 are included in the ‘‘Cash and cash equivalents at the beginning of the period’’ held by the Successor entity.

31.1.5 Effect of acquisitions on the results of the Group

Included in the loss for the period there is a loss of 36,816 attributable to the additional business generated by PELSA. Revenue for the period includes 86,941 attributable to the additional revenues generated by the ownership interest acquired in PELSA.

Had these business combinations been effected at January 1, 2018, the revenue of the Group for the year would have been 360,026 and the loss for the year would have been 28,835. The directors consider these ‘pro-forma’ numbers to represent an approximate measure of the performance of the combined Group on an annualized basis and to provide a reference point for comparison in future periods.

F-136

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

In determining the ‘pro-forma’ revenue and net profit of the Group had been acquired at the beginning of the current year, the management have calculated depreciation of plant and equipment acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements.

31.2 Acquisition of oil and gas properties Jagüel de los Machos and 25 de Mayo-Medanito SE, by PELSA from Pampa Energía S.A.

On January 16, 2018, Pampa Energía S.A. (“PAMPA”) agreed to sell VISTA its direct interest 25 de Mayo-Medanito and Jagüel de los Machos oil and gas properties, in the Neuquina Basin in the Province of Río Negro, Argentina. On April 4, 2018, PAMPA and the Company, through its Mexican subsidiary Vista I, executed a purchase agreement (the “Purchase Agreement Oil and Gas Properties”), for the acquisition of the following (the “Oil and gas properties Transaction”):

100% interest in the 25 de Mayo-Medanito (“Medanito”) oil exploitation concession area; and

ii.

100% interest in the Jagüel de los Machos (“Jagüel” or “JDM”) oil exploitation concession area.

On the same date, VISTA assigned all the rights and obligations of the Purchase Agreement oil and gas properties to PELSA in order for such subsidiary to perfom the purchase.

The main purpose of the business combination was to acquire an upstream business, which became the main activity of the Company, after these two business combinations, since the Company was established as a special purpose entity until this date (Note 1).

31.2.1 Consideration transferred

This business combination was performed in exchange for a total consideration of 85,435 in cash

The costs related to the transaction of 277 were recognized in profit or loss by the Company as they were incurred, and were recorded as “other operating expenses” in the accompanying consolidated statements of profit or loss and other comprehensive income. The operating results of the acquired business have been included in the consolidated operating results of the Company as of the date of acquisition.

31.2.2 Assets acquired and liabilities assumed as of April 4, 2018

As a result of the business combination, the Company has identified a goodwill for an amount of 5,542 related to this transaction. As of December 31, 2018, goodwill is not deductible in Argentina, consequently any change in the recognition of the business combination, and if these circumstances do not change, it is not expected that there will be tax deductions in the future.

F-137

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table details the fair value of the transferred consideration, the fair values of the acquired assets and the assumed liabilities corresponding to Oil and gas properties’ acquisitions as of April 4, 2018:


	Notes			Fair value
Assets
Property, plant and equipment		[A	]		86,096
Deferred income tax asset					1,226

Total assets acquired					87,322


	Notes
Liabilities
Provisions		[B	]	6,406
Salaries and social security payable				1,023

Total liabilities assumed				7,429

Net assets acquired				79,893

Goodwill				5,542

Total consideration (Note 31.1.1)				85,435

[A]	Property, plant and equipment:

Oil and gas property: The Company has valued its interests in proved reserves (both developed and to be developed) and probable reserves in different acquired oil and gas properties. To estimate the future level of reserve, a report audited by external engineers was used adjusting by the temporality of the activity (e.g. drilling new wells and workovers) to adapt to the VISTA’s plans. These assumptions reflect all reserves and resources that management believe a market participant would consider when valuing the asset.. In all cases, the approach used to determine the Oil and gas property’s fair value was a combination of the income-based approach through the Indirect Cash Flow method. The projection period was determined based on the termination of the respective concession contracts. For each type of reserve or resource, management used a risk factor between 100% and 30% of success from their estimated full potential value. An 11.25% discount rate has been used, which was estimated taking the WACC rate in U.S. dollars as a parameter. The other main assumptions used to project cash flows were associated with Crude oil, natural gas and NGL prices, foreign exchange and inflation rates, which were based on market participant assumptions.

[B] Provision for Environmental remediation and asset retirement obligation: The Company has recorded 3,676 and 2,730 to reflect the fair value of possible and probable environmental remediation and asset retirement obligation as of the acquisition date, respectively. The fair value was calculated considering the level of probability of cash outflows that would be required for each provision.

F-138

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

31.2.3 Net cash outflow on acquisition of subsidiaries

In the consolidated statement of cash flows:


Cash consideration transferred			85,435
Cash and cash equivalents acquired			—

Net cash outflow on acquisition of subsidiaries			85,435

31.2.4 Effect of acquisitions on the results of the Group

Included in the loss for the period there is a profit of 69,016 attributable to the additional business generated by the acquisition of Jagüel de los Machos and 25 de Mayo – Medanito SE. Revenues for the period include 130,015 attributable to the additional revenues generated by Jagüel de los Machos and 25 de Mayo – Medanito SE.

Had this business combination been effected at January 1, 2018, the revenue of the Group for the year would have been 371,132 and the loss for the year would have been 10,090. The directors consider these ‘pro-forma’ numbers to represent an approximate measure of the performance of the combined Group on an annualized basis and to provide a reference point for comparison in future periods.

In determining the ‘pro-forma’ revenue of the Group had this business combination been acquired at the beginning of the current year, the management have calculated depreciation of plant and equipment acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements.

31.3 Acquisition of APCO from Pluspetrol

On April 4, 2018, Pluspetrol Resources Corporation established in Cayman Island (“Pluspetrol”) and the Company, through its Mexican subsidiary VISTA I, executed a share purchase agreement (the “Share Purchase Agreement APCO”), for the acquisition of 100% of APCO Oil & Gas International, Inc. (“APCO O&G”) and 5% of APCO Argentina, S.A. (“APCO Argentina”) (together “APCO Transaction”).

APCO O&G holds (a) 39.22% of the capital stock of PELSA; (b) 95% of the capital stock of APCO Argentina, which holds a 1.58% direct equity interest in PELSA,; and (c) 100% of the capital stock of APCO Oil & Gas International Inc. Argentina Branch (“APCO Argentina Branch”).

Through APCO Argentina Branch, APCO O&G indirectly holds: (1) a 23% interest in the EL-AA-BP Concessions operated by PELSA; (2) a 45% non-operating interest in an oil and gas property in the Neuquina Basin in the Province of Neuquén, Argentina, which is denominated “Coirón Amargo Sur Oeste”; (3) a 55% operating interest in an exploitation concession in the Neuquina Basin in the Province of Neuquén, Argentina, which is denominated “Coirón Amargo Norte”; (4) a 1.5% non-operating interest in an exploitation concession in the Noroeste Basin in the Province of Salta, Argentina, which is denominated “Acambuco”; (5) a 16.95% non-operating interest in an exploitation concession in the Golfo San Jorge Basin in the Province of Santa Cruz, Argentina, which is denominated “Sur Río Deseado Este” (“SRDE”); and (6) a 44% non-operating interest in an exploration contract of a portion of SRDE.

F-139

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

As of the date of this business combination, VISTA directly and indirectly holds 99.68% of PELSA. The 0.32% remaining equity interest was directly acquired by the Company from PELSA’s minority shareholders, to account for 100% of the capital stock of PELSA on April 25, 2018.

31.3.1 Consideration transferred

This business combination was performed in exchange for a total cash consideration of 349,761.

The costs related to the transaction of 1,136 were recognized in profit or loss by the Company as incurred, and were recorded as “other operating expenses” in the accompanying consolidated statements of profit or loss and other comprehensive income. The results of operations of APCO and APCO Argentina have been included in the consolidated operating results of the Company as of the date of acquisition.

In connection with this transaction, as described in Note 17.2, the Company obtained a bank loan in the amount of 260,000 net of the transaction costs of 11,904.

31.3.2 Assets acquired and liabilities assumed as of April 4, 2018

As a result of the business combination, the Company has identified a goodwill for an amount of 10,943 related to this transaction. As of December 31, 2018, goodwill is not deductible in Mexico, consequently, even any change in the recognition of the business combination, and if these circumstances do not change, it is not expected that there will be tax deductions in the future.

F-140

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Notes			Fair value
Assets
Property, plant and equipment		[A	]		380,386
Other intangible assets					417
Trade and other receivables		[B	]		34,076
Other financial assets					13,579
Inventories					4,409
Cash and cash equivalents					14,432

Total assets acquired					447,299


	Notes
Liabilities
Deferred income tax liabilities				67,503
Provisions		[C	]	12,881
Employee defined benefits plan obligation				3,483
Other taxes and royalties payable				3,349
Salaries and social security payable				1,312
Income tax liability				6,458
Accounts payable and accrued liabilities				13,495

Total liabilities assumed				108,481

Net assets acquired (1)				338,818

Goodwill				10,943

Total consideration (Note 31.1.1)				349,761

(1)	The remaining total net assets acquired from APCO Oil & Gas International, Inc., after consolidation process and purchase price allocation corresponds to an amount of 851 of total assets related to cash and cash equivalents and receivables, and no liabilities.

[A]	Property, plant and equipment:

F-141

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

methodology for comparable transactions using the multiple US Dollar/acre. The projection period was determined based on the termination of the respective concession contracts. For each type of reserve or resource, management used a risk factor between 100% and 30% of success from their estimated full potential value. An 11.25% discount rate has been used, which was estimated taking the WACC rate in U.S. dollars as a parameter. The other main assumptions used to project cash flows were associated with Crude oil, natural gas and NGL prices, foreign exchange and inflation rates, which were based on market participant assumptions.

[B]	Acquired Receivables: The fair value of acquired trade and other receivables amounts to 34,076. The gross contractual amount of receivables is 36,590, out of which 2,514 are not expected to be collected.

[C]

Contingent Liabilities, provision for Environmental remediation and asset retirement obligation: The Company has recorded 122, 600 and 12,159 to reflect the fair value of possible and probable tax, civil and labor contingencies, environmental remediation and asset retirement obligation as of the acquisition date, respectively. APCO is (whether directly or indirectly) involved in several legal, tax and labor proceedings in its ordinary course of business. The fair value was calculated considering the level of probability of cash outflows that would be required for each contingency or provision.

31.3.3 Net cash outflow on acquisition of subsidiaries

In the consolidated statement of cash flows:


Cash consideration transferred	349,761
Cash and cash equivalents acquired	(14,432	)

Net cash outflow on acquisition of subsidiaries ^(*)	335,329

(*)	In the statement of cash flows have been presented 342,281 as Net cash outflow on acquisition of subsidiaries and 6,952 are included in the ‘‘Cash and cash equivalents at the beginning of the period’’ held by the Successor entity line.

31.3.4 Effect of acquisitions on the results of the Group

Included in the loss for the period there is a loss of 32,546 attributable to the additional business generated by APCO Argentina Branch. Revenue for the period includes 114,380 attributable to the additional revenues generated by APCO Argentina Branch. During the successor period APCO Oil & Gas International, Inc., did not generate any revenue .

Had this business combination been effected at January 1, 2018, the revenue of the Group for the year would have been 367,167 and the loss for the year would have been 25,505. The directors consider these ‘pro-forma’ numbers to represent an approximate measure of the performance of the combined Group on an annualized basis and to provide a reference point for comparison in future periods.

F-142

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

In determining the ‘pro-forma’ revenue and net profit of the Group had been acquired at the beginning of the current year, the management have:

•

calculated depreciation of plant and equipment acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements; and

•

calculated borrowing costs on the funding levels, credit ratings and debt/equity position of the Group after the business combination.

31.4 Effect of all acquisitions on the cash flow, Goodwill and results of the Group

If all business combinations (Note 31.1, 31.2 and 31.3) were made as of January 1, 2018, the Group’s consolidated revenues for the period would have increased to 435,653 and the loss for the year would have been 11,666.

In the consolidated statement of cash flows:


Cash consideration transferred	732,784
Cash and cash equivalents acquired	(24,648	)

Net cash outflow on acquisition of subsidiaries ^(*)	708,136

(*)	In the statement of cash flows have been presented 725,174 as Net cash outflow on acquisition of subsidiaries and 17,038 are included in the ‘‘Cash and cash equivalents at the beginning of the period’’ held by the Successor entity line.

The Composition of Goodwill is


PELSA			11,999
JDM and Medanito			5,542
APCO			10,943

Total Goodwill			28,484

Note 32. Tax reform in Argentina

A—Argentina

On December 29, 2017, the National Executive Branch passed Act No. 27,430 – Income Tax. This Act introduced several modifications in the income tax treatment, the key components of which are described below:

32.1 Income tax

32.1.1. Income tax rate

F-143

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The income tax rate for Argentine companies will be gradually reduced for undistributed earnings from 35% to 30% for fiscal years beginning as from January 1, 2018 until December 31, 2019, and to 25% for fiscal years beginning as from January 1, 2020.

The effect of the application of the income tax rate changes on deferred tax assets and liabilities pursuant to the above-mentioned tax reform was recognized, based on their expected realization year, in “Effect of tax rate change in deferred tax” under Income tax of the Consolidated Statement of profit or loss and other comprehensive income (Note 15).

32.1.2. Tax on dividends

The tax on dividends or earnings distributed by, among others, Argentine companies or permanent establishments to individuals, undivided estates or beneficiaries residing abroad is introduced based on the following considerations: (i) dividends resulting from earnings accrued during fiscal years beginning as from January 1, 2018 until December 31, 2019, will be subject to a 7% withholding; and (ii) dividends resulting from earnings accrued during fiscal years beginning as from January 1, 2020 will be subject to a 13% withholding.

Dividends resulting from benefits gained until the fiscal year prior to that beginning on January 1, 2018 will remain subject to the 35% withholding on the amount exceeding the untaxed distributable retained earnings (equalization tax’ transition period) for all beneficiaries.

32.1.3. Transfer prices

Controls are established for the import and export of goods through international intermediaries different from the exporter at the point of origin or the importer at destination.

Furthermore, the Act sets out the obligation to provide documentation allowing for the verification of the characteristics of the transaction for the import and export of goods and the export of commodities, in both cases when they are conducted through an international intermediary different from the exporter at the point of origin or the importer at destination.

32.1.4. Tax and accounting revaluation

The Act provides that Companies may opt to make a tax revaluation of assets located in Argentina and subject to the generation of taxable earnings. The special tax on the revaluation amount depends on the asset, and will amount to 8% for real estate not accounted for as inventories, 15% for real estate accounted for as inventories, and 10% for personal property and other assets. Once the option is exercised for a certain asset, all assets within the same category should be revalued. The tax result from the revaluation will not be subject to income tax, and the special tax on the amount of the revaluation will not be deductible from such tax.

The Company is currently analyzing the impact of the above-mentioned option.

F-144

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

32.1.5. Adjustment

The reform sets out the following rules for the application of the income tax inflation adjustment mechanism: (i) a cost adjustment for goods acquired or investments made during fiscal years beginning after January 1, 2018 taking into consideration the variations in the Wholesale Domestic Price Index (IPIM) published by the National Institute of Statistics and Censuses (INDEC); and (ii) the application of a comprehensive adjustment when the IPIM variation exceeds 100% in the 36 months preceding the closing of the fiscal period.

The adjustment of acquisitions or investments made in fiscal years beginning as from January 1, 2018 will increase the deductible depreciation and its computable cost in case of sale.

On December 4, 2018, Argentina enacted Law 27,468 which modifies the inflationary adjustment rules for income tax purposes.

The new rules change the index used for purposes of measuring inflation and modify the parameters that need to be verified to trigger an adjustment. The inflation adjustment for tax purposes will now be based on the Consumer Price Index (IPC), and an adjustment will only be triggered for tax years 2018, 2019 and 2020 if the index exceeds 55%, 30% and 15% respectively.

According to that, the inflation adjustment has not been applied to 2018 because the index did not exceed 55%.

In addition, Law 27,468 states that the resulting negative or positive inflation adjustment, corresponding to the first, second or third tax year beginning January 1, 2018, must be allocated one third to the tax year for which the adjustment is calculated and the remaining two thirds, in equal parts, to the following two tax years.

32.2 Value-added tax

Reimbursement of favorable balances from investments.

A procedure is established for the reimbursement of tax credits originated in investments in property, plant and equipment, which, after 6 months as from their assessment, have not been absorbed by tax debits generated by the activity.

32.3 Fuel tax

Certain modifications are introduced to the fuel tax, incorporating a tax on the emission of carbon dioxide. The reform simplifies the fuel taxation structure, keeping the same tax burden effective prior to the reform.

B—México

On January 1, 2019, the Mexican government eliminated the right to offset any tax credit against any tax payable (general compensation or universal compensation). From that date, the right to offset the tax credits will be with taxes of the same nature and payable by the same entity (tax credits can not be offset against taxes paid by third parties). Additionally, by executive decree, certain tax benefits related to the value added tax and income tax were provided to companies located on the northern border of Mexico.

F-145

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 33—Share-based payments

As of December 31, 2017 and January 1, 2017, PELSA did not have any share-based payment scheme.

On March 22, 2018 the Shareholders of the Company authorized the existence of a Long Term Incentive Plan (LTIP) to retain key employees and vested the Board of Directors with authority to administer such plan. On the same Shareholder’s Meeting the Shareholders resolved to reserve 8,750,000 out of 100,000,000 Series A shares issued in December 18, 2017 to be used thereunder.

As per the LTIP approved by the Board, such plan started on April 4, 2018. As part of the LTIP the Company will enter into the Administrative Trust) to deposit the Series A shares to be used thereunder, As of the issuance date of these financial statements, the Company is in the process to execute such Administrative Trust.

The plan has the following benefits paid to certain executives and employees that are considered share-based payments:

33.1 Stock Options (Equity Settled)

The stock option gives the participant the right to buy a quantity of shares over certain period of time at a defined strike price. Stock options will be vested as follows (i) 33% the first year, (ii) 33% the second year and (iii) 34% the third year with respect to the date to which the stock options are provided to the participants. Stock Options are exercisable up to 5 years from the date they are granted. The plan establishes that the number of options to be granted will be determined using a Black Sholes Model. Employees can exercise the option by paying the exercise price or through cashless exercise.

33.1.1 Movements during the year of Series A shares

The following table illustrates the number of Series A shares and weighted average exercise prices (WAEP) of, and movements in, share options during the year:


	Consolidated— Successor for the period from April 4, 2018 through December 31, 2018
	Number of Series A shares		WAEP
Outstanding as of beginning of period/year		—		—
Granted during the period/year		1,330,541		10.0

At the end of the period/year		1,330,541		10.0

F-146

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table list the inputs to the models used for the plan for the periods/years:


	Consolidated—Successor for the period from April 4, 2018 through December 31, 2018
Dividend yield (%)		0.0	%
Expected volatility (%)		40	%
Risk–free interest rate (%)		1,5	%
Expected life of share options (years)		5
Weighted average excercise price (USD)		10.0
Model used		Black-Scholes-Merton

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

The weighted average fair value of options granted during the period beginning April 4, 2018 through December 31, 2018 was 3.7.

In accordance with IFRS 2, the share purchase plans are classified as equity-settled transactions on the grant date. This valuation is the result of multiplying the total number of Series A shares that will be deposited in the Administrative Trust and the price per share.

For the period from April 4 to December 31, 2018, the compensation expense recorded in the consolidated statement of operations amounted to 1,238.

All shares are considered outstanding for both basic and diluted (loss) earnings per share purposes, since the shares are entitled to dividend if and when declared by the Company.

33.2 Restricted Stock (Equity Settled)

One or more shares that are given to the participants of the plan for free or a minimum value once the conditions are achieved. Restricted Stock is vested as follows (i) 33% the first year, (ii) 33% the second year and (iii) 34% the third year with respect to the date to which the Restricted Stock are granted to the participants.

F-147

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

33.2.1 Movements during the period

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share during the successor period:


	Consolidated—Successor for the period from April 4, 2018 through December 31, 2018
	Number of Series A shares		WAEP
Outstanding as of beginning of period/year		—		—
Granted during the period/year		854,750		10,0

At the end of the period/year		854,750		10,0

For the period from April 4 to December 31, 2018, the compensation expense recorded in the consolidated statement of profit or loss and other comprehensive income amounted to 2,783.

All shares are considered outstanding for both basic and diluted (loss) earnings per share purposes, since the shares are entitled to dividend if and when declared by the Company.

Note 34. Events after the reporting period

The Group has evaluated events subsequent to December 31, 2018 in order to assess the need for potential recognition or disclosure in these financial statements. The Company assessed such events until March 29, 2019, the date these financial statements were available to be issued. Based on this evaluation, it was determined that there were no subsequent events requiring recognition or disclosure in these financial statements except for the following:

a) On February 13, 2019 the Company completed the sale of 5,500,000 of series A shares and 5,000,000 million of warrants to purchase series A shares for an aggregate amount of 55,000 to Kensington Investments B.V., pursuant to a Forward Purchase Agreement and certain subscription commitment, disclosed in Note 20.1.1.

After giving effect to this transaction, Vista has:

•

75,909,315 series A shares outstanding, which represent the variable portion of Vista’s capital stock, all of which are registered with the Mexican National Securities Registry (Registro Nacional de Valores) and listed on the Mexican Stock Exchange;

•

2 series C shares outstanding, which represent the fixed portion of Vista’s capital stock, all of which are registered with the Mexican National Securities Registry and listed on the Mexican Stock Exchange; and

•

99,680,000 warrants to purchase series A shares outstanding, which exercise period commenced on August 15, 2018, three of which may be exercised to purchase one series A share at a price of 11.50 per share.

F-148

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

b) On March 14, 2019, the Company subscribed a loan agreement with Banco Macro S.A. for an amount of 15,000 for a 180-day term accruing interest at an annual rate of 6.75%. In addition, on the same date, the Company subscribed a loan agreement with Banco Itaú Argentina S.A. for an amount of 10,000 for a 210-day term accruing interest at an annual rate of 6.50%. Lastly, on March 29, 2019, the Company subscribed three loan agreements with Banco de la Ciudad de Buenos Aires for an amount of 1,500, 1,500 and 7,000, respectively. The term for the first two loans was 180 days and the annual interest rate was 8% and 0%, respectively. The term for the last loan is 360 days and accrues interest at an annual interest rate of 7%.

Note 35. SUPPLEMENTARY INFORMATION ON OIL AND GAS ACTIVITIES (UNAUDITED)

The following information on oil and gas activities has been prepared in accordance with the methodology prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 932 “Extractive Activities—Oil and Gas”, as amended by Accounting Standards Update (“ASU”) 2010—03 “Oil and Gas Reserves, Estimation and Disclosures”, issued by FASB in January 2010 in order to align the current estimation and disclosure requirements with the requirements set in the SEC final rules and interpretations, published on December 31, 2008. This information includes the Company’s oil and gas production activities carried out in Argentina and Mexico.

Costs incurred

The following table presents those costs capitalized as well as expensed that were incurred during the period from April 4 to December 31, 2018 (Successor) and from January 1, 2018 to April 3, 2018 and year ended as of December 31, 2017 (Predecessor). The acquisition of properties includes the cost of acquisition of proved or unproved oil and gas properties. Exploration costs include costs necessary for retaining undeveloped properties, seismic acquisition cost, seismic data interpretation, geological modeling, exploration well drilling costs and testing of drilled wells. Development costs include drilling costs and equipment for development wells, the construction of facilities for extraction, treatment and storage of hydrocarbons and all necessary costs to maintain facilities for the existing developed technical volumes.


	Successor For the period from April 4 to December 31, 2018						Predecessor For the period from January 1, 2018 to April 3, 2018			Predecessor For the year ended December 31, 2017
	Argentina			Mexico			Argentina			Argentina
Acquisition of properties
Proved		(555,944	)		—			—			—
Unproved		—			(29,681	)		—			—

Total property acquisition		(555,944	)		(29,681	)		—			—

Exploration		(637	)		—			(134	)		(1,049	)
Development		(131,080	)		—			(3,999	)		(29,543	)

Total costs incurred		(687,661	)		(29,681	)		(4,133	)		(30,592	)

There are no Vista’s nor Vista Argentina’s share in equity method investees’s costs incurred during the periods/years above mentioned. There are not costs incurred directly associated with oil and gas producing activities in Mexico during the predecessors’ periods.

F-149

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Capitalized cost

The following table presents the capitalized costs as of December 31, 2018 and 2017 and January 1, 2017, for proved and unproved oil and gas properties, and the related accumulated depreciation as of those dates.


	Successor - December 31, 2018					Predecessor - December 31, 2017			Predecessor - January 1, 2017
	Argentina			Mexico		Argentina			Argentina
Proved properties ⁽¹⁾
Equipment, camps and other facilities		20,602			—		16,996			15,898
Oil and gas properties and wells		804,752			—		1,061,163			1,029,922
Other uncompleted projects		77,536			—		3,911			5,508
Unproved properties		13,157			29,681		—			—

Gross capitalized costs		916,047			29,681		1,082,070			1,051,328
Accumulated depreciation		(74,413	)		—		(824,399	)		(767,264	)

Total net capitalized costs		841,634			29,681		257,671			284,064

⁽¹⁾	Includes capitalized amounts related to assets retirement obligations and impairment loss / recovery.

There are no Vista’s nor Vista Argentina’s share in equity method investees’s capitalized costs during the periods/years above mentioned. There are not capitalize costs directly associated with oil and gas producing activities in Mexico during the predecessors’ periods.

Results of operations

The breakdown of results of the operations shown below summarizes revenues and expenses directly associated with oil and gas producing activities for the periods from April 4 to December 31, 2018 (Successor) and from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 (Predecessor). Income tax for the periods presented was calculated utilizing the statutory tax rates.


	Successor For the period from April 4 to December 31, 2018			Predecessor For the period from January 1, 2018 to April 3, 2018			Predecessor For the year ended December 31, 2017
	Argentina			Argentina			Argentina
Revenue from contract with customers		331,336			44,463			198,075
Surplus Gas Injection Compensation		—			291			16,938

Revenue and other income		331,336			44,754			215,013
Production costs, excluding depreciation
Operating costs and others		(86,245	)		(18,367	)		(77,461	)
Royalties		(50,323	)		(6,795	)		(28,163	)

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Successor For the period from April 4 to December 31, 2018			Predecessor For the period from January 1, 2018 to April 3, 2018			Predecessor For the year ended December 31, 2017
	Argentina			Argentina			Argentina
Total production costs		(135,568	)		(25,162	)		(105,624	)
Exploration expenses		(637	)		(134	)		(1,049	)
Impairment recovery of Property, Plant and equipment		—			—			5,290
Accreation expenses		(897	)		(233	)		(815	)
Depreciation, depletion and amortization		(74,772	)		(14,194	)		(61,211	)

Results of operations before income tax		118,462			5,031			51,604
Income tax		(35,539	)		(1,509	)		(18,061	)

Results of oil and gas operations		82,923			3,522			33,543

There is no Vista’s nor Vista Argentina’s share in equity method investee’s results of operations during the periods/year abovementioned. There are no operations directly associated with oil and gas producing activities in Mexico during the periods/year abovementioned.

Estimated oil and gas reserves

Before April 4, 2018 Vista had no ownership in the oil and gas fields that are subject of this information. Technical volumes as of January 1, 2017 and December 31, 2017 are predecessor’s net (at working interest) reserves volumes, and those volumes are not reserves to the interest of Vista before that date. However, Gaffney, Cline & Associates did carry out a reserves audit at the same properties for Pampa and APCO according to the SEC regulations, and it is those volumes, adjusted to 100% working interest, that are discussed in the following sections. Proved reserves as of December 31, 2018, are Vista’s net proved reserves including PELSA’s predecessor net proved reserves and additional acquisitions and developments.

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. In some cases, substantial investments in new wells and related facilities may be required to recover proved reserves.

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VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

period prior to the ending date of December 31, 2018, 2017 and January 1, 2017 report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such periods. Additionally, since there are no benchmark market natural gas prices available in Argentina, Vista and Vista Argentina used average realized gas prices during the year to determine its gas reserves.

The Company’s and its predecessor’s proved reserves and technical volumes estimation as of December 31, 2018 and 2017 and January 1, 2017 was audited by Gaffney, Cline & Associates. Gaffney, Cline & Associates is an independent petroleum engineering consulting firm. The independent audit covered 100% of the estimated reserves located in areas operated and non-operated by the Company. Gaffney, Cline & Associates audited the proved oil and natural gas reserve estimates in accordance with Rule 4-10 of Regulation S-X, promulgated by the SEC, and in accordance with the oil and gas reserves disclosure provisions of ASC Topic 932 of the FASB. We provided all information required during the course of the audit process to Gaffney, Cline & Associates’ satisfaction.

Reserves estimations, as well as future production profiles, are often different from the quantities of hydrocarbons which are finally recovered. The accuracy of such estimations depends, in general, on the assumptions on which they are based.

Royalties payable to Provinces have not been deducted from reported proved reserves/technical volumes. Gas includes Gas Sales and Consumption.

Hydrocarbon liquid volumes represent crude oil, condensate, gasoline and LPG to be recovered in field separation and plant processing and are reported in millions of stock tank barrels (MMBbl). Natural gas volumes represent expected gas sales and field’s fuel usage, and are reported in billion (109) standard cubic feet (Bcf) at standard condition of 14.7 psia and 60°F. Gas volumes results from field separation and processing, being reduced by injection, flare and shrinkage, and include the volume of gas consumed at the field for production operations.

F-152

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table sets forth the estimated oil (including crude oil, condensate and natural gas liquids) and natural gas proved reserves and technical volumes as of December 31, 2018 and 2017 and January 1, 2017 to the working interest of Vista and Vista Argentina in the concessions:


	Proved Reserves as of December 31, 2018
Argentina	Crude oil, condensate and natural gas liquids		Consumption plus Natural Gas sales		Consumption plus Natural Gas sales
Reserves category	(millions of barrels)		(billion cubic feet)		(millions of barrels of oil equivalent)
PROVED Developed		27.1		103.4		18.4
PROVED Undeveloped		7.1		28.2		5.0

Total proved reserves (developed and undeveloped)		34.2		131.6		23.4


	Technical volumes as of December 31, 2017
Argentina	Crude oil, condensate and natural gas liquids		Consumption plus Natural Gas sales		Consumption plus Natural Gas sales
Reserves category	(millions of barrels)		(billion cubic feet)		(millions of barrels of oil equivalent)
PROVED Developed		12.0		51.0		9.1
PROVED Undeveloped		2.4		17.6		3.1

Total proved reserves (developed and undeveloped)		14.4		68.6		12.2


	Technical volumes as of January 1, 2017
Argentina	Crude oil, condensate and natural gas liquids		Consumption plus Natural Gas sales		Consumption plus Natural Gas sales
Reserves category	(millions of barrels)		(billion cubic feet)		(millions of oil equivalent)
PROVED Developed		15.0		53.2		9.5
PROVED Undeveloped		3.4		11.5		2.0

Total proved reserves (developed and undeveloped)		18.4		64.7		11.5

There are no proved developed and undeveloped reserves in the oil & gas property in Mexico as at December 31, 2018, 2017 and January 1, 2017.

F-153

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table sets forth the reconciliation of the Company’s reserves data between January 1, 2018 and December 31, 2018:


	Crude oil, condensate and natural gas liquids ⁽⁵⁾			Consumption plus Natural Gas sales ⁽⁶⁾			Consumption plus Natural Gas sales
Argentina	(millions of barrels)			(billion cubic feet)			(millions of barrels of oil equivalent)
Proved reserves (developed and undeveloped)
Consolidated Entities
*Reserves as of January 1, 2018 ^()**		14.45			68.6			12.2
Increase (decrease) attributable to:
Revisions of previous estimates ⁽¹⁾		(0.6	)		7.5			1.3
Extension and discoveries ⁽²⁾		4.0			34.2			6.1
Purchases of proved reserves in place ⁽³⁾		21.1			41.3			7.3
Production for the year ⁽⁴⁾		(4.8	)		(20.0	)		(3.6	)

*Reserves as of December 31, 2018 ^()**		34.2			131.6			23.4

Equity-accounted entities
Reserves as of January 1, 2018		—			—			—
Increase (decrease) attributable to:		—			—			—
Revisions of previous estimates		—			—			—
Extension and discoveries		—			—			—
Purchases of proved reserves in place		—			—			—
Production for the year		—			—			—

Reserves as of December 31, 2018		—			—			—

(*) Includes proved developed reserves: As of January 1, 2018		12.0			51.0			9.1
As of December 31, 2018		27.1			103.4			18.4

(1)	Revisions of previous estimates are mainly driven by a reduction of well performance of proved undeveloped oil-prone wells, and an increase of well performance of proved undeveloped gas-prone wells in Entre Lomas and Agua Amarga blocks.

(2)

Includes proved reserves from succesor’s developments in unconventional concessions Coirón Amargo Sur Oeste and the unconventional development in Bajada del Palo Oeste. Includes conventional natural gas reserves in Lotena formation in Bajada del Palo Oeste (“BDPO”). Extensions include BDPO and Bajada del Palo Este (“BDPE”) concession extension additional reserves of Crude oil, condensate and natural gas from September 2025 to November 2053.

(3)

Includes proved reserves from succesor’s purchases of additional working interest in Agua Amarga concession (Charco del Palenque and Jarrilla Quemada fields), Bajada del Palo (subsequently in November 2018 splitted into two concessions BDPO and BDPO), and Entre Lomas (Rio Negro and Neuquen concession), 55% interest in Coirón Amargo Norte, and 1.5% in Acambuco field.

F-154

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

(4)	Considers predecessor PELSA’s production plus production from the rest of the fields since its acquisition on April 4, 2018.

(5)

Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 8.6% and 3.1% of our proved developed and undeveloped reserves as of January 1, 2018 and December 31, 2018, respectively.

(6)	Natural gas consumption represented 30.1% of consumption plus natural gas sale reported reserves volumes as of January 1, 2018, and 16.9% as of December 31, 2018.

The following table sets forth the reconciliation of the Company’s reserves data between January 1, 2017 and December 31, 2017:


	Crude oil, condensate and natural gas liquids ⁽¹⁾			Consumption plus Natural Gas sales ⁽²⁾			Consumption plus Natural Gas sales
Argentina	(millions of barrels)			(billion cubic feet)			(millions of barrels of oil equivalent)
Technical volumes / Proved reserves (developed and undeveloped)
Consolidated entities
Technical volumes as of January 1, 2017		18.4			64.7			11.5
Increase (decrease) attributable to:
Revisions of previous estimates ⁽³⁾		(2.1	)		14.4			2.6
Extension and discoveries		—			—			—
Purchases of proved reserves in place		—			—			—
Production for the year		(1.8	)		(10.3	)		(1.8	)

Technical volumes as of December 31, 2017		14.5			68.6			12.2


Equity-accounted entities
Reserves as of January 1, 2017		—			—			—
Increase (decrease) attributable to:		—			—			—
Revisions of previous estimates		—			—			—
Extension and discoveries		—			—			—
Purchases of proved reserves in place		—			—			—
Production for the year		—			—			—

Reserves as of December 31, 2017		—			—			—

(*) Includes proved developed reserves: As of January 1, 2017		15.0			53.2			9.5
As of December 31, 2017		12.0			51.0			9.1

(1)

Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 7.6% and 8.6% of our proved developed and undeveloped reserves as of January 1, 2017 and December 31, 2017, respectively.

F-155

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

(2)	Natural gas consumption represented 35.4% of consumption plus natural gas sale reported reserves volumes as of January 1, 2017, and 30.1% as of December 31, 2017.

(3)	Revisions of previous estimates are mainly driven by a reduction of well performance of proved undeveloped oil-prone wells and workovers, and an increase of well performance of proved undeveloped gas-prone wells.

Standardized measure of discounted future net cash flows

The following table discloses estimated future cash flows from future production of proved developed and undeveloped reserves of crude oil, condensate, natural gas liquids and natural gas. As prescribed by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (ASC) relating to Extractive Activities—Oil and Gas (formerly SFAS no. 69 Disclosures about Oil and Gas Producing Activities), such future net cash flows were estimated using the twelve-month average of the first-day-of-the-month reference prices as adjusted for location and quality differentials and using a 10% annual discount factor. Future development and abandonment costs include estimated drilling costs, development and exploitation installations and abandonment costs. These future development costs were estimated based on evaluations made by PELSA. The future income tax was calculated by applying the statutory tax rates in effect in Argentina in each period.

This standardized measure is not intended to be and should not be interpreted as an estimate of the market value of the Company’s reserves. The purpose of this information is to give standardized data to help the users of the financial statements to compare different companies and make certain projections. It is important to point out that this information does not include, among other items, the effect of future changes in prices costs and tax rates, which past experience indicates that are likely to occur, as well as the effect of future cash flows from reserves which have not yet been classified as proved reserves, of a discount factor more representative of the value of money over the lapse of time and of the risks inherent to the production of oil and gas. These future changes may have a significant impact on the future net cash flows disclosed bellow. For all these reasons, this information does not necessarily indicate the perception the Company has on the discounted future net cash flows from the reserve of hydrocarbons.


Million US$—Argentina	Successor— December 31, 2018			Predecessor— December 31, 2017			Predecessor— January 1, 2017
Future cash inflows		2,714			982			1,423
Future production costs		(1,338	)		(711	)		(868	)
Future development and abandonment costs		(258	)		(94	)		(184	)
Future income tax		(267	)		(20	)		(89	)

Undiscounted future net cash flows		851			157			282
10% annual discount		(243	)		(40	)		(82	)

Standardized measure of discounted future net cash flows		608			116			200

F-156

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

There is no Vista’s nor Vista Argentina’s share in equity method investees’ standardized measure of discounted future net cash flows during the years ended December 31, 2018, 2017 and January 1, 2017. There are not estimated cash flows directly associated with oil and gas producing activities in Mexico during the periods/years abovementioned.

Changes in the standardized measure of discounted future net cash flows

The following table discloses the changes in the standardized measure of discounted future net cash flows for the period from April 4 to December 31, 2018 (Successor) and for the period from January 1, 2018 to April 3, 2018 and from January 1, 2017 to December 31, 2017 (Predecessor):


Million US$	Successor For the period from April 4, 2018 to December 31, 2018			Predecessor For the period from January 1, 2018 to April 3, 2018			Predecessor For the year ended December 31, 2017
Standardized measure of discounted future net cash flows at beginning of year		124			116			200
Net change in sales prices and production costs related to future production ⁽¹⁾		188			—			(148	)
Net change in estimated future development costs ⁽²⁾		(145	)		—			36
Net change due to revisions in quantity estimates ⁽³⁾		35			—			17
Net change due to extensions, discoveries and improved recovery ⁽⁴⁾		16			—			—
Accretion of discount		10			3			24
Net Change due to purchases and sales of minerals in place ⁽⁵⁾		385			—			—
Other		20			1			10
Sales of crude oil, NGLs and natural gas produced, net of production costs		(67	)		(6	)		(109	)
Previously estimated development costs incurred		99			10			30
Net change in income tax ⁽⁶⁾		(57	)		1			56

Change in Standardized measure of discounted future net cash flows of the year		484			8			(84	)

Standardized measure of discounted future net cash flows at end of year		608			124			116

Mainly driven by an increase in prevailing oil prices from 54.55 US$/bbl by April 4, 2018 to 60.20 US$/bbl by December 31, 2018 and a reduction in production costs. During such period, average production costs went from 27 US$/bbl to 21 US$/bbl. Mainly driven by a decrease in prevailing oil prices from 64.2 US$/bbl by year end 2016 to 54.5 US$/bbl by year end 2017.

F-157

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Due to an increase in future activity Charco del Palenque (addition of two new locations), Entre Lomas Río Negro (recategorization of two probable gas workovers to proved developed) and Bajada del Palo Oeste targeting Vaca Muerta formation (start of development) for the period from April 4 to December 31, 2018 (Sucessor). Due to a reduction in future activity because of the above-mentioned decrease in prevailing prices for the period from January 1, 2017 to December 31, 2017 (Predecessor).

c.	Due to an increase in wells locations to be drilled and changes in declining rates for the period from April 4 to December 31, 2018 (Successor). Due to an increase in gas well types for the period from January 1, 2017 to December 31, 2017 (Predecessor).

d.	Due to the initiation of the development of Vaca Muerta formation in Bajada del Palo Oeste and the extension of the concession.

e.	Due to the acquisition of: APCO, the non-controlling interest in PELSA, and Medanito-25 de Mayo and Jagüel de los Machos for the period from April 4 to December 31, 2018 (Sucessor).

Due to an increase of the expected cash inflows before taxes for the period from April 4 to December 31, 2018 (Sucessor). Due to a change in income tax rate which was introduced by the above-mentioned tax reform and a reduction of expected cash inflows for the period from January 1, 2017 to December 31, 2017 (Predecessor). Said tax reform reduces the income tax for Argentine companies for undistributed earnings from 35% to 30% for fiscal years beginning as from January 1, 2018 until December 31, 2019, and to 25% for fiscal years beginning as from January 1, 2020.

F-158

Report of Independent Auditors

To the Board of Directors of APCO Oil & Gas S.A.U.:

We have audited the accompanying financial statements of APCO Oil & Gas International Inc. Argentina Branch (“APCO” or “the Company”), which comprise the statement of financial position as of April 3rd, 2018; the related statements of profit or loss and other comprehensive income, changes in Head Office account and cash flows for the period beginning January 1st, 2018 and ended on April 3rd, 2018 and, the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”); this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion

As discussed in Notes 1.3 and 2.1 to the financial statements, APCO has not presented the statements of profit or loss and other comprehensive income, changes in Head Office Account and cash flows for the comparable period of the preceding financial year, which are required by International Financial Reporting Standards issued by the International Accounting Standards Board, because such comparatives are not required by Rule 3-05 of the United States Securities and Exchange Commission Regulation S-X.

Qualified Opinion

In our opinion, except for the omission of comparative information as referred to in the Basis for Qualified

Opinion paragraph, the financial statements present fairly, in all material respects, the financial position of the Company as of April 3rd, 2018, and the results of its operations and its cash flows for the period beginning January 1st, 2018 and ended on April 3rd, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

F-159

Other Matters

Note 30 to the accompanying financial statements presents Supplemental Oil & Gas Reserves Information. U.S. Securities and Exchange Commission (SEC) Regulation requires that entities engaged in oil and gas producing activities present the Supplemental Oil & Gas Reserves Information, in conformity with the disclosure requirements of U.S. generally accepted accounting principles (US GAAP), to supplement the financial statements. Such information, although not a part of the financial statements, is required by the SEC and Financial Accounting Standards Board who consider it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic, or historical context. While the disclosures included in the supplemental information are pursuant to US GAAP, the financial amounts presented therein are based on the Company’s financial statements and underlying accounting records, which are prepared in accordance with International Financial Reporting Standards. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the financial statements, and other knowledge we obtained during our audit of the financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

Member of Ernst & Young Global

City of Buenos Aires, Argentina

January 23, 2019

except for the Other Matters described above, as to which the date is

April 5, 2019

F-160

Report of Independent Auditors

To the Board of Directors of APCO Oil & Gas S.A.U.:

We have audited the accompanying financial statements of APCO Oil & Gas International, Inc. (Argentina Branch), which comprise the statements of financial position as of December 31, 2017 and January 1, 2017, and the related statements of profit or loss and other comprehensive income, of changes in Head Office account and of cash flows for the year ended December 31, 2017.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

As discussed in Note 2.1., the accompanying financial statements are not presented in accordance with International Financial Reporting Standard 1, First-time Adoption of International Financial Reporting Standards, as they do not include comparative figures, which constitute departures from International Financial Reporting Standards as issued by the International Accounting Standards Board.

Qualified Opinion

In our opinion, except for the effects of the matter described in the basis for qualified opinion, the financial statements referred to above present fairly, in all material respects, the financial position of APCO Oil & Gas International, Inc. (Argentina Branch) as of December 31, 2017 and January 1, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ Ezequiel Luis Mirazón

Ezequiel Luis Mirazón (Partner)

/s/ Price Waterhouse & Co. S.R.L.

Price Waterhouse & Co. S.R.L.

Buenos Aires, Argentina

January 23, 2019

F-161

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

Statements of profit or loss and other comprehensive income for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017

(In thousands of U.S. Dollars)


	Notes	For the period from January 1, 2018 to April 3, 2018			For the year ended December 31, 2017
Revenue from contracts with customers	5		17,690			66,059
Cost of revenues
Crude oil stock fluctuation	6.1		786			(22	)
Operating expenses	6.2		(6,868	)		(32,261	)
Depreciation, depletion and amortization			(5,614	)		(18,506	)
Royalties			(2,909	)		(11,371	)

Gross profit			3,085			3,899

Selling expenses	7		(789	)		(3,302	)
General and administrative expenses	8		(1,154	)		(4,909	)
Exploration expenses	9		(26	)		(148	)
Impairment loss of property, plant and equipment	12		(435	)		(1,080	)
Other operating income	10.1		588			5,165
Other operating expenses	10.2		—			(69	)

Operating profit / (loss)			1,269			(444	)

Interest income	11.1		5			629
Interest expense	11.2		(28	)		(811	)
Other financial results	11.3		128			3,541

Financial results, net			105			3,359

Profit before income tax			1,374			2,915
Income tax expense	13		(2,813	)		(3,642	)

Loss for the period/year			(1,439	)		(727	)

Other comprehensive loss
Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods
— Remeasurements loss related to defined benefits plans	20		—			(332	)
— Income Tax benefit	13		—			39

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods			—			(293	)

Other comprehensive loss for the period/year, net of income tax			—			(293	)

Total comprehensive loss for the period/year			(1,439	)		(1,020	)

Notes 1 to 30 are an integral part of these financial statements

F-162

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

Statements of financial position as of April 3, 2018, December 31, 2017 and January 1, 2017

(In thousands of U.S. Dollars)


	Notes		April 3, 2018		December 31, 2017		January 1, 2017
Assets
Non-current assets
Property, plant and equipment		12		73,741		78,078		85,943
Intangible assets				76		101		124
Trade and other receivables		14		24		29		130

Total non-current assets				73,841		78,208		86,197

Current assets
Inventories		16		1,977		1,191		1,213
Other financial assets		15.1		—		19		—
Trade and other receivables		14		14,798		12,266		36,559
Cash and cash equivalents		17		6,755		7,241		9,033

Total current assets				23,530		20,717		46,805

Total assets				97,371		98,925		133,002

Notes 1 to 30 are an integral part of these financial statements

F-163

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

Statements of financial position as of April 3, 2018, December 31, 2017 and January 1, 2017 (cont’d)

(In thousands of U.S. Dollars)


	Notes		April 3, 2018			December 31, 2017			January 1, 2017
Head Office account and liabilities
Head Office account
Head Office contributions		18.1		14,457			14,457			14,457
Operating account with Head Office		18.3		65,156			65,156			89,885
Accumulated losses				(7,704	)		(6,265	)		(6,265	)
Accumulated other comprehensive losses				(880	)		(880	)		(587	)

Total Head Office account				71,029			72,468			97,490

Liabilities
Non-current liabilities
Deferred income tax liabilities, net		13		5,764			4,358			10,554
Provisions		19		5,778			5,796			5,116
Employee defined benefits plan obligation, net		20		1,514			1,473			1,372
Salaries and social security payable				—			—			4

Total non-current liabilities				13,056			11,627			17,046

Current liabilities
Provisions		19		278			300			232
Borrowings		15.2		—			—			3,978
Salaries and social security payable		21		564			828			776
Income tax liability		13		4,449			4,390			1,162
Other taxes and royalties payable		22		1,071			1,081			1,785
Accounts payable and accrued liabilities		23		6,924			8,231			10,533

Total current liabilities				13,286			14,830			18,466

Total liabilities				26,342			26,457			35,512

Total Head Office account and liabilities				97,371			98,925			133,002

Notes 1 to 30 are an integral part of these financial statements

F-164

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

Statements of changes in Head Office account for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017

(In thousands of U.S. Dollars)


	Head Office contributions		Operating account with Head Office (Note 18.3)			Accumulated Earnings			Accumulated other comprehensive losses			Total Head Offices’ balances
Balances as of January 1, 2017		14,457		89,885			(6,265	)		(587	)		97,490

Loss for the year		—		—			(727	)		—			(727	)
Other comprehensive loss for the year		—		—			—			(293	)		(293	)

Total comprehensive loss		—		—			(727	)		(293	)		(1,020	)

— Assignment in favor of the Head Office of the loan receivable that the Branch had with Pluspetrol S.A. (Note 18.3)		—		(24,002	)		—			—			(24,002	)
— Transfer from Accumulated earnings to Operating account with Head Office		—		(727	)		727			—			—

Balances as of December 31, 2017		14,457		65,156			(6,265	)		(880	)		72,468

Loss for the period		—		—			(1,439	)		—			(1,439	)

Total comprehensive loss		—		—			(1,439	)		—			(1,439	)

Balances as of April 3, 2018		14,457		65,156			(7,704	)		(880	)		71,029

Notes 1 to 30 are an integral part of these financial statements

F-165

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

Statements of cash flows for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017

(In thousands of U.S. Dollars)


	For the period from January 1, 2018 to April 3, 2018			For the year ended December 31, 2017
Cash flows from operating activities
Loss for the period/year		(1,439	)		(727	)
Adjustments to reconcile loss for the period/year to net cash flows provided by operating activities:
Depreciation and depletion		5,592			18,412
Amortization of intangible assets		22			23
Loss on sale or disposal of property, plant and equipment		37			224
Impairment of oil and gas properties, exploration and evaluation assets		435			1,080
Recovery of allowances, net		(151	)		(230	)
Charge for provisions, net		—			(19	)
Accrued interests		—			151
Unwinding of discount on asset retirement obligation provision		86			287
Net exchange difference and other financial results		(400	)		(1,411	)
Accrued income tax		2,813			3,642
Accrued defined employees’ benefits plans		75			(693	)
Changes in working capital:
Increase in trade and other receivables		(2,356	)		(1,250	)
(Increase)/Decrease in inventories		(786	)		22
Decrease in accounts payable and accrued liabilities and other payables		(1,307	)		(2,302	)
(Decrease)/Increase in employee defined benefits obligation		(34	)		501
(Decrease)/Increase in salaries and social security payable		(264	)		48
Decrease in taxes and royalties payable		(103	)		(1,743	)
Increase/(Decrease) in provisions		9			(645	)
Income tax paid		(1,254	)		(5,572	)

Net cash flows provided by operating activities		975			9,798
Cash flows from investing activities
Payments for acquisition of property, plant and equipment		(1,727	)		(9,150	)
Proceeds from sales of property, plant and equipment		—			298
Payments for acquisition of other financial assets		—			(19	)
Proceeds from sales of other financial assets		19			—

Net cash flows used in investing activities		(1,708	)		(8,871	)

F-166

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

Statements of cash flows for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 (cont’d)


	For the period from January 1, 2018 to April 3, 2018			For the year ended December 31, 2017
Cash flows from financing activities
Payments of borrowings		—			(4,115	)
Payments of borrowings´ interests		—			(151	)

Net cash flows used in financing activities		—			(4,266	)

Net decrease in cash and cash equivalents		(733	)		(3,339	)

Cash and cash equivalents at the beginning of the period/year		7,241			9,033
Effects of exchange rate changes on cash and cash equivalents		247			1,547
Net decrease in cash and cash equivalents		(733	)		(3,339	)

Cash and cash equivalents at the end of the period/year		6,755			7,241

Significant non-cash transactions
Acquisition of property, plant and equipment through Carry Petrolero (Note 12 and Note 27.3.1)		—			4,418
Increase in asset retirement obligation provision		—			669
Assignment in favor of the Head Office of the other receivable that the Branch had with Pluspetrol S.A.		—			24,002

Notes 1 to 30 are an integral part of these financial statements

F-167

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Note 1. Corporate and general information

1.1 General information and activities

APCO Oil and Gas International Inc. Argentina Branch (the “Branch” or the “Company”) was established as a branch of APCO Oil and Gas International Inc. (“APCO Inc.”), its Head Office stablished in Cayman Island. The Branch was organized under the laws of the Republic of Argentina on September 20, 1973. However, as of the date of issuance of these financial statements and after the business acquisition by Vista Oil & Gas, S.A.B de C.V (“VISTA”) described below, the Company does not have any controlling ultimate parent company or party.

The current registered address and the main office of the Company are located in Buenos Aires province (Argentina), in Del Libertador Avenue No. 101, Vicente López.

The Company´s main purpose is the exploration and exploitation of hydrocarbons in the Republic of Argentina through its participation in joint operations (Note 27). The main activity of the Company is the production and trading of oil and gas ( Upstream ).

On April 4, 2018, VISTA, through its Mexican subsidiary Vista Holding I, S.A. of C.V. (VISTA I), acquired a 100% equity interest in APCO Inc. and a 5% equity interest in APCO Argentina, S.A. (“APCO Argentina”) for a total cash consideration of 349,761.

The Company has interests in the following oil and gas properties:

iv.

In the Neuquén basin:

A 61.11% operating interest in the Coirón Amargo Norte (“CAN”) exploitation concessions (operated by the Company);

A 45% non-operating interest in the Coiron Amargo Sur Oeste (“CASO”) evaluation lot (operated by O&G Development Ltd. S.A.) (see Note 29.2);

A 23% non-operating interest in the concessions for exploitation Entre Lomas, Bajada del Palo and Agua Amarga (operated by Vista Argentina S.A. – formerly Petrolera Entre Lomas S.A. or “PELSA”).

In the Golfo San Jorge basin:

a 16.94% non-operating interest in the concessions for exploitation Sur Río Deseado Este I (operated by Roch S.A. as of April 3, 2018. On April 30, 2018, the operator changed to Pentanova Energy);

a 44% non-operating interest in the Sur Río Deseado Este exploitation contract (operated by Roch S.A. as of April 3, 2018. On April 30, 2018, the operator changed to Quintana E&P Argentina S.R.L.).

vi.

In the Northwest basin a 1.5% non-operating interest in the concession for exploitation in Acambuco (operated by Pan American Energy LLC (Sucursal Argentina)).

F-168

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

1.3

Regulatory framework

Oil and gas

1.2.1 Amendment to the Argentine Hydrocarbons Law

On October 29, 2014, the Argentine National Congress enacted Law No. 27,007 amending Hydrocarbons Law No. 17,319. This Law incorporates new drilling techniques available in the oil industry, as well as changes mainly related to terms and extensions of exploration permits and exploitation concessions, canons and royalty rates, new legal concepts for the exploration and exploitation of unconventional hydrocarbons in the Continental Shelf and the Territorial Sea, and a promotion regime pursuant to Executive Order No. 929/13, among other key factors for the industry.

The main changes introduced by Law No. 27,007 are detailed below:

The 12% payable as royalties to the grantor by exploitation concessionaires on the proceeds derived from liquid hydrocarbons extracted at wellhead and the production of natural gas will remain effective. In case of extension, additional royalties for up to 3% on the royalties applicable at the time of the first extension, up to a maximum of 18%, will be paid for the following extensions.

It provides for two types of non-binding commitments between the Argentine National Government and the Provinces aiming to establish a uniform environmental legislation and to adopt a uniform tax treatment to encourage hydrocarbon activities.

It restricts the Argentine National Government and the Provinces from reserving new areas in the future in favor of public or mixed companies or entities, irrespective of their legal form. Thus, contracts entered into by provincial companies for the exploration and development of reserved areas before this amendment are safeguarded.

The extension of the Investment Promotion Regime for the Exploitation of Hydrocarbons (Decree No. 929/2013) is established for projects representing a direct investment in foreign currency of at least US$ 250 million, increasing the benefits for other type of projects.

Reversion and transfer of hydrocarbon exploitation permits and concessions in national offshore areas is established when no association contracts subscribed with Integración Energética Argentina S.A. (“IEASA”, formerly Energía Argentina S.A. or “ENARSA”) to the Argentine National Secretariat of Energy exist.

1.2.2 Gas Market

During the last few years, the Argentine National Government has created different programs seeking to encourage and increase gas injection into the domestic market.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

1.2.2.1 Natural Gas Surplus Injection Promotion Program for Companies with Reduced Injection (the “IR Program”)

In November 2013, pursuant to Resolution No. 60/13, the Commission of Strategic Planning and Coordination of the National Hydrocarbon Investment Plan (the “Commission”) created the IR Program covering companies with no previous production or with a 3.5 MMm3/day production cap, establishing price incentives for production increases and Liquefied Petroleum Gas (“NGL”) importation penalties in case of breach of the committed volumes. Furthermore, companies benefiting from this Program and meeting the applicable conditions may request the interruption of their participation in that program and their incorporation into the current one. Resolution No. 60/13 (as amended by the Secretariat of Energy Resolution N° 22/14 and N° 139/14), established a price ranging from 4 US$/MMBTU to 7.5 US$/MMBTU, based on the highest production curve attained.

On January 4, 2016, Executive Decree No. 272/15 was passed dissolving the Commission created pursuant to Executive Decree No. 1,277/12 and providing that the powers assigned to it would be exercised by the Ministry of Energy and Mining (“MEyM”).

During 2016, the Company received bonds denominated in U.S. Dollars issued by the Argentine Government (BONAR 2020) for an amount of U.S. Dollars 8.3 million for the cancellation of debts outstanding as of December 31, 2015 under the Program. Furthermore, the Executive Decree imposed restrictions on the transferability of such bonds, with a limit of up 3% per month without penalty until December 31, 2017, except to subsidiaries and/or affiliates, and required the filing of information on a monthly basis. All BONAR 2020 received during 2016 from this program were used to settle intragroup debts during 2016.

During 2017, the Company received ARS 36.5 million, ARS 21.8 million and ARS 26.2 million related to this program corresponding to the second, third and fourth quarters of 2016, respectively, representing a total amount of approximately 4.7 million.

The Company has recognized the income from the subsidies of this program at the date of filing before the MEyM in the line item “Surplus Gas Injection Compensation (SGIC) within Other operating income. As of December 31, 2017, the presentations for fiscal year 2017 amounted to ARS 81.8 million (approximately 4.4 million).

On April 3, 2018, the MEyM issued Resolution No. 97/18 approving the procedure for the settlement of the outstanding compensations under this program. The beneficiary companies that elect for the application of the procedure included in the aforementioned resolution must declare their adhesion to it within the term of twenty business days, waiving all right, action, appeal and claim, present or future, both in administrative and judicial jurisdiction, in relation to the payment of the obligations arising from the Program. (See Note 29.1)

1.2.2.2 Agreement for gas supply to distributors

On November 29, 2017, the Company, together with the main Argentine gas producers, executed with the MEyM the terms for the supply of natural gas to distributors aiming to establish basic conditions for the purchase of gas supply to distributors, effective from January 1, 2018 to December 31, 2019 (the “transition period”).

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The guidelines established in the Terms and Conditions include, among others, the recognition of the right to transfer to the gas tariff the cost of gas acquisition paid by users and consumers; establishes the available volumes that each producer and each basin must make available daily to the distributors for each month, who may express their lack of interest before a certain date set forth in the Terms and Conditions; establishes penalties for non-compliance for any of the parties regarding their obligation to deliver or take gas; establishes gas prices for each basin for the next two years between 2018 and 2019, in US dollars, the parties being able to set prices lower than those established under the applicable free negotiations; establishes payment guidelines for the purchases made by the Distributors to producers; ENARSA assumes the obligation to supply the demand corresponding to areas reached by the subsidies of residential gas consumption contemplated in article 75 of Law 25,565 (corresponding to the areas of lower price of residential gas charged to users and consumers), during the period of transition.

1.2.3 Oil Market

1.2.3.1 Oil Plus Program (“Petróleo Plus”)

The Company participated in the Petróleo Plus Program, which provided for certain incentives to production companies.

Since October 1, 2008, the Argentina government implemented a program denominated “Petróleo Plus” with the objective of increasing crude oil production and investments in crude oil reserves in Argentina. The program awarded fiscal credits to production companies based on two different criteria: i) production growth and ii) replacement of total proved reserves.

Crude oil producers were able to earn fiscal credit certificates awarded on a quarterly basis, which could be applied to the payment of hydrocarbons export taxes or traded to third party exporters. The benefits of the program are recognized by the Company once the fiscal credits are receivable and there is reasonably certainty that they will be applied or sold in a determined period of time.

In the third quarter of 2015, the Executive Branch of Argentina through Decree N° 1,330/2015 abrogated this program and provided that outstanding incentives pending settlement would be settled through the issuance of Government bonds.

On September 15, 2015, the Company received a total of Government Bonds with a face value of U.S. Dollars 3.6 million of BONAR 2024 and U.S. Dollars 0.9 million of BONAD 2018.

On November 30, 2016, Executive Branch Decree No. 1,204/2,016 was published in the Official Gazette, expanding the issuance of Government bonds for the same purpose. The companies benefiting from the compensations pending cancellation of the Petróleo Plus that adhere to this Decree must allocate an amount equivalent to that received to investments in exploration and exploitation of hydrocarbon in Argentina within 18 month after the receipt of the corresponding bonds. There was a restriction on the ability of companies to sell BONAR 2020 up to 3% per month until December 2017, inclusive. Starting in 2018, there was no restriction on

F-171

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

the sale of the BONAR 2020. In the months in which companies do not exercise their right to sell BONAR 2020 up to the aforementioned percentage, they may accumulate any remaining bonds for sale in the following months. In no case, the sale in a given month shall exceed 12% of the Total BONAR 2020 received. In case of failure to comply with the aforementioned limit, companies would be subject to a fine equivalent to 10% of the total BONAR 2020 received. However, the bond may be transferred to subsidiaries or affiliates above the established limits.

On December 28, 2016, the Company filed the respective adhesion letter. Consequently, on January 16, 2017, the Company received the amount of U.S. Dollars 12.5 million of BONAR 2020. All BONAR 2020 received from this program were used to settled intragroup debts during 2016.

1.2.3.2 Argentine Hydrocarbons Industry Transition to International Price Agreement

In December 2015, after the new Argentine government assumed office, the official exchange rate significantly depreciated, thus directly affecting crude oil costs for refiners. As a result, the Argentine Government jointly with Argentine´s producers and refiners, agreed to specific domestic crude oil prices for 2016. A price of U.S. Dollars 67.5 and U.S. Dollars 54.9 per barrel was determined for Medanito variety and Escalante variety, respectively, for the first seven months and the application of a 2%, 4%, 6%, 8% and 10% discount on such prices for the rest of the months, respectively.

On January 11, 2017, the Argentine Government and Argentine´s producers and refiners signed the Argentina Hydrocarbons Industry Transition to International Price Agreement (the “Price Agreement”), aiming to achieve international parity for domestic crude oil price produced and traded in Argentina during 2017.

On March 21, 2017, Executive Order No. 192/2017 created the Crude Oil and Oil Derivatives Import Operations Registry and established tariff positions for certain products subject to registration and authorization requirements.

Since then, the market players — producers and refiners — began to freely agree on domestic oil prices, generally valid on a calendar-month basis and linked to the Brent international benchmark, while maintaining limits on the exchange rate.

1.2.3.3 Withholdings for hydrocarbon exports

On September 4, 2018, pursuant to Decree No. 793/2018, the Argentine government reestablished until December 31, 2020, a 12% export tax on commodities with a cap of ARS 4 for each U.S. Dollar for primary commodities (including oil and gas) and ARS 3 for other manufactured products. Although the Company does not actually export hydrocarbons, the domestic prices are influenced by this regulation.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

1.2.4 Royalties and tariffs

The royalties are applied to the total production of the concessions, and are calculated by applying a 12% rate to production, after discounting certain expenses in order to bring the value of the cubic meter of crude oil, natural gas and NGL at a price from wellhead.

As of July 2009, as part of the agreement to extend concessions with the Province of Neuquén, as mentioned in Note 27.3, an extraordinary tariff on production of 3% was imposed to the production corresponding to the Neuquén territory of the Entre Lomas and the Bajada del Palo areas.

The Branch paid to the Province of Río Negro an additional extraordinary tariff of 6.5% on the monthly production of the Charco del Palenque and Jarilla Quemada oil and gas properties in Agua Amarga, from November 2009 to August 2015, respectively, date of the commercial viability was declared by such Province.

Additionally, as part of the extension agreement of the concession with the Province of Río Negro, as mentioned in Note 27.3, a complementary tariff of 3% of the production corresponding to the Río Negro territory of the Entre Lomas area was imposed.

Finally, the royalties applied to the production of CAN is 12%, the royalties related to CASO are 15%, the royalties related to Sur Río Deseado Este I is 12% and Sur Río Deseado Este II is 15%.

1.4 Purpose of the financial statements

These financial statements were prepared for its inclusion by VISTA, the Company’s current indirect controlling shareholder (Note 1.1), in connection with the filing by VISTA of a Registration Statement with the Securities and Exchange Commission (‘‘SEC’’) of the United States of America, in compliance with Rule 3-05 of Regulation S-X under the Securities Act (“Rule 3-05”).

Note 2. Basis of preparation and significant accounting policies

2.1 Basis of preparation and presentation

These financial statements as of April 3, 2018, December 31, 2017 and January 1, 2017 and for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 (hereinafter referred to as the “financial statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The financial statements as of December 31, 2017 and for the year then ended are the first set of financial statements prepared in accordance with IFRS as issued by the IASB. Note 2.4 presents the effects of the adoption of IFRS by the Company. An additional statement of financial position as of January 1, 2017 is presented in these financial statements due to the adoption of IFRS by the Company.

Considering the purpose of preparation of these financial statements, the Company has presented the statements of profit or loss and other comprehensive income, changes in Head Office account and cash flows for the period from January 1, 2018 to April 3, 2018 (the latter being the date prior to the acquisition by VISTA), with comparative information for the full year ended December 31, 2017. International Accounting Standard (“IAS”) 1 requires the presentation of comparative information in respect of the preceding period for all the amounts

F-173

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

reported in the current period’s financial statements with the purpose to provide information that is useful in analyzing an entity’s financial statements. Considering the purpose of preparation of these financial statements, the presentation referred to above did not include that comparative information.

The financial statements have been prepared on a historical cost basis, except for certain financial assets that have been measured at fair value. The financial statements are presented in U.S. Dollars and all values are rounded to the nearest thousand (U.S. Dollars ‘000), except when otherwise indicated.

These financial statements have been approved for issue by the Board of Directors of APCO Oil & Gas S.A.U. on January 23, 2019.

2.2 New accounting standards, amendments and interpretations issued by the IASB, which are not yet effective and have not been early adopted by the Company

- IFRS 16, Leases — IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees — leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

The right-of-use asset is initially measured at cost and subsequently measured at cost (subject to certain exceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at that date. Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, among others. Furthermore, the classification of cash flows will also be affected as operating lease payments under IAS 17 are presented as operating cash flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and an interest portion and will be presented as financing cash flows. Variable lease payments that do not depend on an index or rate are not included in the lease liability and will continue to be presented as operating cash flows.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

IFRS 16, which is effective for annual periods beginning on or after January 1, 2019, requires lessees and lessors to make more extensive disclosures than under IAS 17. The Company will adopt IFRS 16 on January 1, 2019 and will apply the modified retrospective method.

The Company is in the process of quantifying the effects of IFRS 16 and developing its accounting policy under the new standard. This process includes evaluating the different lease agreements as well as other contracts in which the definition of lease could be fulfilled regardless of its legal form, those that may qualify under the accounting exceptions provided by the standard (low value and short term) and developing their corresponding judgment on potentially subjective issues, particularly with respect to the definition of the lease and the evaluation of the term of the lease.

Information on the Company’s leases currently classified as operating leases, which are not recognized on the statement of financial position, is presented in Note 26 and provides an indication of the magnitude of assets and liabilities that will be recognized on the statement of financial position from 2019. However, the commitments information provided in Note 26 is on an undiscounted basis whereas the amounts recognized under the new standard will be on a discounted basis.

- IFRIC 23 “Uncertainty over Income Tax Treatments”: issued in June 2017 clarifies how to apply IAS 12 when there is uncertainty over income tax treatments to determine income tax. According to the interpretation, an entity shall reflect the effect of the uncertain tax treatment by using the method that better predicts the resolution of the uncertainty, either through the most likely amount method or the expected value method. Additionally, an entity shall assume that the taxation authority will examine the amounts and has full knowledge of all related information in assessing an uncertain tax treatment in the determination of income tax. The interpretation shall apply for annual reporting periods beginning on or after January 1, 2019, early application is permitted. The Company is analyzing the impact of the application of IFRIC 23; however, it estimates that it will not have any material impact on the Company’s results of operations or financial position.

- Amendments to IFRS 9 “Prepayment Features with Negative Compensation”: The amendments to IFRS 9 clarify that for the purpose of assessing whether a prepayment feature meets the solely payments of principal and interest (“SPPI”) condition, the party exercising the option may pay or receive reasonable compensation for the prepayment irrespective of the reason for prepayment. In other words, prepayment features with negative compensation do not automatically fail SPPI. The amendment applies to annual periods beginning on or after 1 January 2019, with earlier application permitted. There are specific transition provisions depending on when the amendments are first applied, relative to the initial application of IFRS 9. The Company is analyzing the impact of its application; however, it estimates that it will not have any impact on the Company´s results of operations or financial position as it does not have any prepayment features.

- Amendments to IFRS 10 and IAS 28 — Sale or Contribution of Assets between an Investor and its Associate or Joint Venture: The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors’ interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively.

F-175

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The Company will apply these amendments when they become effective and is in assessing the impact on its consolidated financial statements.

- Amendments to IAS 19: Plan Amendment, Curtailment or Settlement.

•

The amendments apply to plan amendments, curtailments, or settlements occurring on or after the beginning of the first annual reporting period that begins on or after January 1, 2019, with early application permitted. These amendments will apply only to any future plan amendments, curtailments, or settlements of the Company.

- Improvements to IFRSs — 2015-2017 Cycle:

These improvements include:

•

IFRS 3 Business Combinations

•

IFRS 11 Joint Arrangements

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

•

IAS 12 Income Taxes

The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognizes the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

An entity applies those amendments for annual reporting periods beginning on or after January 1, 2019, with early application permitted. When an entity first applies those amendments, it applies them to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period. Since the Company’s current practice is in line with these amendments, the Company does not expect any effect on its financial statements.

- IAS 23 Borrowing Costs

An entity applies those amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after January 1, 2019, with early application permitted. Since the Company’s accounting policy is in line with these amendments, the Company does not expect any effect on its financial statements.

2.3 Summary of significant accounting policies

2.3.1 Segment reporting

The Company’s sole business is the exploration and production of oil and natural gas in Argentina. As a result, management views the Company´s business and operations as one segment. The one segment presentation is consistent with the internal reporting provided to the Company’s chief operating decision-maker, which is the highest decision-making authority, responsible for allocating resources and setting the performance of the entity’s segment.

2.3.2. Joint arrangements

Under IFRS 11 “Joint Arrangements”, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The Company has joint operations arrangements but does not have any joint venture.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

When the Company undertakes its activities under joint operations, the Company as a joint operator recognizes in relation to its interest in a joint operation:

•

its assets, including its share of any assets held jointly;

•

its liabilities, including its share of any liabilities incurred jointly;

•

its revenue from the sale of its share of the output arising from the joint operation;

•

its share of the revenue from the sale of the output by the joint operation; and

•

its expenses, including its share of any expenses incurred jointly.

The Company accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Interest in joint operations and other agreements have been calculated based upon the latest available financial statements or financial information as of the end of each period/year, taking into consideration significant subsequent events and transactions as well as management information available. When necessary, adjustments are made to the financial statements or financial information to bring their accounting policies into line with the Company’s accounting policies.

When the Company transacts with a joint operation in which a group entity is a joint operator (such as a sale or contribution of assets), the Company is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognized in the Company´s financial statements only to the extent of other parties’ interests in the joint operation. When a group entity transacts with a joint operation in which a group entity is a joint operator (such as a purchase of assets), the Company does not recognize its share of the gains and losses until it resells those assets to a third party.

The main joint operations are described in Note 27.

2.3.3 Property, plant and equipment

Property, plant and equipment is measured following the cost model. It is recognized at cost less depreciation and less any subsequent accumulated impairment losses.

Subsequent acquisition costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Works in progress are valued according to their degree of progress. Works in progress are recorded at cost, less any loss due to impairment, if applicable.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount.

2.3.3.1 Depreciation methods and useful lives

The Company depreciates drilling costs applicable to productive wells and to developmental dry holes, productive wells, machinery and fields related to conventional reserves in the oil and gas production areas according to the units of production method, by applying the ratio of oil and gas produced to estimated proved developed oil and gas reserves, except in the case of assets whose useful life is less than the life of the reserve, in which case, the straight-line method is applied. The acquisition cost of property with proved reserves, including mineral properties, is depreciated by applying the ratio of oil and gas produced to estimated total proved oil and gas reserves. Acquisition costs related to properties with unproved reserves and unconventional resources are valued at cost with recoverability periodically assessed based on geological and engineering estimates of reserves and resources that are expected to be proved over the life of each concession and are not depreciated.

Production facilities (including any significant identifiable component) are depreciated under the unit of production method considering proved develop reserves.

The Company´s remaining items of property, plant and equipment (including any significant identifiable component) are depreciated by the straight-line method based on estimated useful lives, as detailed below.

Land is not depreciated.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The useful lives of the assets not related with the above-mentioned activities are estimated as follows:


Buildings			50 years
Vehicles			5 years
Machinery and installations			10 years
Computer equipment			3 years
Furnitures			10 years
Production facilities			10 years

2.3.3.2 Assets for oil and gas exploration

The Company uses the successful efforts method of accounting for its oil and gas exploration and production activities.

Drilling costs of exploratory wells are capitalized until it is determined that proved reserves exists and they justify the commercial development. If reserves are not found, such drilling costs are expensed as an unproductive well. Occasionally, an exploratory well may determine the existence of oil and gas reserves but they cannot be classified as proved when drilling is complete, subject to an additional appraisal activity (for example, the drilling of additional wells) but it is probable that they can be developed commercially. In those cases, such costs continue to be capitalized insofar as the well has allowed determining the existence of sufficient reserves to warrant its completion as a production well and the Company is making sufficient progress in evaluating the economic and operating feasibility of the project.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

When proven oil and gas reserves are identified and the administration approves the start-up, the corresponding capitalized expense is evaluated first in terms of its impairment and (if required) loss due to impairment is recognized; then the remaining balance is transferred to Wells and Production Facilities. With the exception of licensing costs, no amortization is charged during the phase of exploration and evaluation.

2.3.3.3 Rights and Concessions

2.3.4 Impairment of non-financial assets

Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset´s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset´s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are largely independent of the cash inflows from other assets or groups of assets (cash generating units or “CGU”). Non-financial assets that have been impaired, as applicable, are reviewed for possible reversal of the impairment at the end of each reporting period (see note 3.2.1).

2.3.5 Foreign currency translation

2.3.5.1 Functional and presentation currency

Information included in the financial statements is measured in the functional and presentation currency of the Company, which is the currency of the primary economic environment in which the entity operates. The functional currency is the U.S. Dollar, which is the Company’s presentation currency.

2.3.5.2 Transaction and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the date of the transaction. Foreign exchange gain and loss resulting from the settlement of any transaction and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, unless they have been capitalized.

F-181

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

2.3.6 Financial instruments

2.3.6.1 Other financial assets

2.3.6.1.1 Classification

2.3.6.1.1.1 Financial assets at amortized cost

Financial assets are classified and measured at amortized cost only if the following criteria have been met:

iii.

the objective of the Company’s business model is to hold the asset to collect the contractual cash flows;

iv.

the contractual terms, on specified dates, have cash flows that are solely payments of principal and interest on the outstanding principal.

2.3.6.1.1.2 Financial assets at fair value

If any of the above mentioned criteria has not been met, the financial asset is classified and measured at fair value through profit or loss (“FVTPL”).

2.3.6.1.2 Recognition and measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.

The Company reclassifies financial assets if and only if its business model to manage financial assets is changed.

Trade and other receivables

Receivables arising from hydrocarbons delivered but unbilled at the closing date of each reporting period are initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method.

Where applicable, allowances for tax credits expected losses have been recognized based on estimates on their un-collectability within their statutory limitation period.

F-182

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

2.3.6.1.3 Impairment of financial assets

The Company recognizes an allowance for Expected Credit Losses (“ECL”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate.

For trade receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on ECLs at each reporting date. The Company analyzes each of its clients considering its historical credit loss experience, adjusted for forward-looking factors specific to the debtor and the economic environment.

ECLs, when applicable, are provided for credit losses that result from default events. For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default.

The Company considers a financial asset in default when contractual payments are more than 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

2.3.6.1.4 Offsetting of financial instruments

Financial assets and financial liabilities are presented gross in the statement of financial unless both of the following criteria are met: the Company currently has a legally enforceable right to set off the recognized amounts; and the Company intends to either settle on a net basis or realize the asset and settle the liability simultaneously. A right of set off is the Company’s legal right to settle an amount payable to a creditor by applying against it an amount receivable from the same counterparty.

The relevant legal jurisdiction and laws applicable to the relationships between the parties are considered when assessing whether a current legally enforceable right to set off exists.

2.3.6.2 Financial liabilities and equity instruments

2.3.6.2.1 Classification as debt or equity

Debt and equity instruments issued by an entity are classified either as financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2.3.6.2.2 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by an entity are recognized at the proceeds received, net of direct issue costs.

F-183

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

2.3.6.2.3 Financial liabilities

The Company did not have any financial liability measured at FVTPL as of April 3, 2018, December 31, 2017 and January 1, 2017.

2.3.6.2.4 De-recognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

When an existing financial liability is replaced with another from the same lender in substantially different terms, or the terms of an existing liability are significantly modified, such exchange or modification is treated as a de-recognition of the original liability and recognition of a new liability. The difference in the respective book values is recognized in profit or loss.

2.3.7 Revenue from contract with customers and other income recognition

Revenue from contracts with customers

Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.

The revenue recognition criteria of the main activities of the Company includes revenue for the exploration and exploitation of oil and gas. Revenue from sale of crude oil, natural gas and NGL is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the inventory. The normal credit term is 30 to 45 days upon delivery.

F-184

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Revenues from oil and natural gas production in which the Company has a joint interest with other producers are recognized when sales are made to customers and production costs will be accrued or deferred to reflect differences between volumes taken and sold to customers and the group’s ownership interest in total production volumes resulting from the Company’s contractual interest in the consortium.

Based on the revenue analysis carried out by the Company’s Management, Note 5 has been broken down by (i) type of good and (ii) sales channels. All the revenues of the Company are recognized at a point in time.

Contract balances

Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.

Trade receivables

A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in note 2.3.6.1.

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company performs under the contract.

Other operating income — Government grants — Recognition of compensation for injection of surplus gas

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions. There are no unfulfilled conditions or other contingencies attaching to the following grants.

The Company did not benefit directly from any other forms of government assistance.

Interest income

Interest income is recognized using the effective interest method. When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the

F-185

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognized using the original effective interest rate.

2.3.8 Inventories

This line item includes crude oil stock, raw materials and materials and spare parts, as describe below.

The net realizable value is the estimated selling price in the ordinary course of business less the estimated direct costs to make the sale.

The portion of materials and spare parts for maintenance or improvements on existing assets is disclosed under the heading “Property, plant and equipment”.

2.3.9 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. If any, bank overdrafts are shown within borrowings in current liabilities in the statement of financial position and there are not disclosed under Cash and cash equivalents in the statement of cash flows since they are not part of the Company’s cash management.

2.3.10 Head Office account

Head Office account’s movements have been accounted for in accordance with the pertinent decisions of the Head Office Shareholders’ meetings and legal or regulatory standards.

a. Assigned capital

Assigned capital represents the capital assigned to the Branch by the Head Office, comprised of the contributions that were made by the Head Office.

b. Retained earnings

Retained earnings comprise accumulated profits or losses without a specific appropriation. Retained earnings can be distributable by the decision of the Head Office Shareholders’ meeting as dividends, as long as they are not subject to legal restrictions. These retained earnings / (accumulated losses) comprise prior years’ earnings that were not distributed or losses and the amounts transferred from other comprehensive income.

F-186

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

In accordance with Law No. 25,063, dividends distributed in cash or in kind, in excess of the accumulated tax profits at the close of the fiscal year immediately prior to the date of payment or distribution, were subject to a 35% withholding tax as a sole and definitive payment (equalization tax).

The sanction of Law No. 27,430, published on December 29, 2017 (See Note 28), removed this withholding tax on dividends for new profits generated from fiscal years beginning on or after January 1, 2018. That law replaces it with a withholding tax of 7% for fiscal years 2018 and 2019 and 13% for subsequent fiscal years, on dividends distributed by capital companies in favor of their shareholders, when they are individuals or undivided successions residents of Argentina or beneficiary residing abroad of Argentina.

c. Other comprehensive income

It includes gains and losses from the actuarial gains and losses for defined benefit plans and the related tax effect.

d. Earnings distribution

Earnings distribution to Head Office is recognized as a liability in the financial statements in the year in which the dividends are approved by the Head Office Shareholders’ Meeting and included in the line item “Operating account with Head Office”.

2.3.11 Employee benefits

2.3.11.1 Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current salaries and social security payable in the statement of financial position.

The costs related to compensated absences, such as vacation and holiday bonus and the cost of the bonus, are recognized as they are accrued.

2.3.11.2 Defined benefit plans

Labor costs liabilities are accrued in the periods in which the employees provide the services that trigger the consideration.

The cost of defined contribution plans is periodically recognized in accordance with the contributions made by the Company. Additionally, the Company operates several defined benefit plans. Defined benefit plans define an amount of pension benefit that an employee will receive on retirement, depending on one or more factors, such as age, years of service and compensation. In accordance with conditions established in each plan, the benefit may consist in a single payment, or in making complementary payments to those made by the pension system.

F-187

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using future actuarial assumptions about demographic and financial variables that affect the determination of the amount of such benefits.

2.3.12 Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other borrowing costs are expensed in the period in which they are incurred.

During the period beginning January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 the Company did not capitalize any borrowing costs as it does not have qualifying assets or borrowing costs incurred during those period/year.

2.3.13 Provisions and contingent liabilities

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle that obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the present obligation, taking into account the best available information as of the date of the financial statements based on assumptions and methods considered appropriate and taking into account the opinion of the Company’s legal advisors. As additional information becomes available to the Company, estimates are revised and adjusted periodically. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as financial costs.

F-188

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

the entity; or ii) present obligations that arise from past events but it is not probable that an outflow of resources will be required to its settlement; or whose amount cannot be measured with sufficient reliability.

Contingent liabilities are not recognized. The Company discloses in notes to the financial statements a brief description of the nature of material contingent liabilities.

Contingent liabilities, whose possibility of any outflow in settlement is remote, are not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.

2.3.13.1 Provision for asset retirement obligation

The Company recognizes a provision for asset retirement obligation or well plugging and abandonment when there is a current legal or implicit obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.

Changes in estimated times or the cost of well plugging and abandonment are treated prospectively by recording an adjustment to the provision and a corresponding adjustment to the properties for oil and gas extraction. Any reduction in the liability for well plugging and abandonment and, therefore, any deduction of the asset to which it relates may not exceed the carrying amount of that asset. If it does, any surplus with respect to the carrying amount is immediately transferred to profit or loss.

If the change in the estimate results in an increase in the decommissioning liability and, therefore, an addition to the carrying amount of the asset, the Company considers whether or not there is an indication of impairment of the asset in an integral manner and, be so, it undergoes impairment testing. For mature deposits, if the estimate of the revised value of assets for oil and gas extraction, net of well plugging and abandonment provisions, exceeds the value recoverable, that part of the increase is charged directly to expenses.

Over time, the discounted liability increases with the change in present value, based on the discount rate that reflects the current market assessments and the specific risks of the liability. The periodic reversion of the discount is recognized in the income statement and other comprehensive income as a financial cost.

F-189

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The Company recognizes deferred tax assets with respect to the temporary difference between the well plugging and abandonment provisions and the corresponding deferred tax liability with respect to the temporary difference in a asset retirement obligation asset.

2.3.13.2 Provision for environmental remediation

Provision for environmental costs are recognized when it is probable that a cleanup will be carried out and the estimated costs can be estimated reliably. Generally, the timing of recognition of these provisions concur with the commitment of a formal action plan or, if it is before, at the time of the divestment or the closure of the inactive sites.

2.3.14 Income tax and minimum presumed income tax

2.3.14.1 Current and deferred income tax

The tax expenses for the period/year include current and deferred tax. Tax is recognized in the income statement of profit or loss and other comprehensive income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, based on amounts expected to be paid to the tax authorities. Where tax treatments are uncertain, if it is considered probable that a taxation authority will accept the Company’s proposed tax treatment, income taxes are recognized consistent with the Company’s income tax filings. If it is not considered probable, the uncertainty is reflected using either the most likely amount or an expected value, depending on which method better predicts the resolution of the uncertainty.

Deferred income tax is recognized, using the liability method, on temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are generally recognized for all taxable temporary differences. However, deferred tax liabilities are not recognized if they come from the initial recognition of goodwill.

F-190

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Current and deferred tax assets and liabilities have not been discounted, and are stated at their nominal values.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Income tax rates prevailing as of April 3, 2018 in Argentina (see Note 28) are 30% (December 31, 2017: 35% and January 1, 2017: 35%).

2.3.14.2 Minimum presumed income tax

The Company assesses the minimum presumed income tax in Argentina by applying the current 1% rate over the assets computable at the closing of the year.

Additionally, the Company calculates tax on minimum presumed income tax applying the current 1% tax rate to taxable assets estimated at the end of each reporting period. This tax is complementary to income tax in Argentina. The Company´s tax liability will be the higher between the liability of income tax and the liability determined as explained above for this tax. However, if the minimum presumed income tax exceeds income tax during one fiscal year, such excess may be computed against any income tax excess over the minimum presumed income tax that may be generated in the following ten years.

On July 22, 2016, Law No. 27,260 was published, which eliminates the minimum presumed income tax for the years beginning on January 1, 2019 and later in Argentina.

As of April 3, 2018, December 31, 2017 and January 1, 2017, the income tax determined was in excess of the presumed income tax determined for those periods, as such no presumed income tax was recognized as of those dates. The Company does not have any presumed income tax asset deferred as other receivables related to previous years.

2.3.15 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the asset (or assets), even if that asset is (or those assets are) not explicitly specified in an arrangement.

F-191

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

2.3.15.1 The Company as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease.

Finance leases are capitalized at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the statement of profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Company’s general policy on borrowing costs. Contingent rentals are recognized as expenses in the periods in which they are incurred.

A finance leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

2.4 First-time adoption of IFRS

As indicated in note 1.1., the Company is a branch of APCO Inc., its Head Office stablished in Cayman Island. The Company evaluated that it is a Reporting Entity separate from its Head Office and accordingly, it issues separate financial statements under IFRS.

The Company has applied IFRS as of and for the first time for the year ended December 31, 2017 with a transition date as of January 1, 2017 and it consistently applied the accounting policies set out in Note 2.3 in preparing its financial statements as of April 3, 2018 and for the period from January 1, 2018 to April 3, 2018, and as of December 31, 2017 and for the year ended on that date. The Company has applied all the IFRS that are mandatorily effective in the fiscal year beginning January 1, 2018. In addition, those accounting policies were consistently applied in the preparation of an opening IFRS statement of financial position at January 1, 2017 (the “Transition Date”).

For periods up to and including the year ended December 31, 2017, the Company originally prepared its financial statements in accordance with Argentine Generally Accepted Accounting Principles (“AR GAAP”).

When preparing the first financial statements under IFRS, the Company adjusted the amounts previously reported in its financial statements prepared in accordance with AR GAAP. The explanation of the transition from AR GAAP to IFRS has affected the financial situation, results of operations and cash flows as explained below.

F-192

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Accordingly, the Company has prepared financial statements that comply with the IFRS applicable as of and for the period ended April 3, 2018, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening statement of financial position was prepared as of January 1, 2017, the Company’s date of transition to IFRS. This note explains the principal adjustments made by the Company in restating its AR GAAP financial statements, including the statement of financial position as of January 1, 2017 and as of December 31, 2017 and the results of operations for the year ended December 31, 2017.

Exemptions applied

Pursuant to IFRS 1 First-time Adoption of International Financial Reporting Standards, the Company has applied IFRS on a retrospective basis, subject to the following relevant mandatory exceptions and voluntary exemptions to retrospective application of IFRS:

Estimates

IFRS 1 provides that estimates in accordance with IFRS at the date of transition shall be consistent with estimates made in accordance with previous GAAP (after adjustment to reflect differences in accounting policies), unless there is objective evidence those estimates were in error. The estimates used by Vista’s management to present these amounts in accordance with IFRS reflect conditions at 1 January 2017, the date of transition to IFRS, and as of December 31, 2017. There were no adjustments made to previous GAAP estimates.

Exemption for assets and liabilities of subsidiaries, associates and joint ventures

The Company became a first-time adopter after its Head Office, APCO Inc., which adopted IFRS as of December 31, 2015 with a transition date on January 1, 2014.

IFRS 1 allows a first-time adopter that adopts IFRS later than its parent to measure assets and liabilities in its financial statements at either:

The Company has elected to use the carrying values of its assets and liabilities based upon the assets and liabilities derived from the transition date of APCO Inc.

F-193

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Reconciliation of Head Office account at January 1, 2017 and December 31, 2017


	January 1, 2017			December 31, 2017			Reference
Head Office account under AR GAAP in thousands of AR$		1,327,415			934,589
Exchange rate (*)		15.89			18.65
Head Office account under AR GAAP in US$		83,538			50,115
Effect of application of the functional currency over:								a	)
• Property, Plant and Equipment		49,427			57,362			b	) and c)
• Inventory		442			9			g	)
• Others		(310	)		15
• Impairment of Property, Plant and Equipment due to adoption in functional currency		(24,535	)		(25,615	)		c	)
Effect of Government Grants		5,722			—			h	)
Income tax effect		(16,794	)		(9,418	)		d	)

Head Office account under IFRS		97,490			72,468

(*)	At the exchange rate from AR$ to US$ at January 1, 2017 and at December 31, 2017, respectively.

Reconciliation of Total comprehensive income for the year ended December 31, 2017


	December 31, 2017			Reference
Net income under AR GAAP in thousands of AR$		68,043
Exchange rate (*)		16.55
Net income under AR GAAP in US$		4,110
Effect of application of the functional and reporting currency over:					a	)
• Property, Plant and equipment		7,595			b	)
• Effect of impairment of Property, Plant and equipment		(1,080	)		c	)
• Inventory		—			g	)
• Exchange rate differences in ARGAAP		(4,903	)		f	)
Effect of Recognition of government grant		(5,722	)		h	)
Deferred Income Tax effect		(727	)		d	)

Net loss for the year under IFRS in US$		(727	)
• Effect of pension plan (net of deferred income tax)		(293	)		e	)

Total comprehensive loss under IFRS in US$		(1,020	)

(*)	Average exchange rate for the year 2017

Effect of application of the functional and reporting currency

Under AR GAAP, the financial statements were measured and presented in argentine pesos (reporting currency) recognizing the effects of variations in the purchasing power of money by applying the method of restatement in

F-194

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

constant currency established by Technical Resolution No. 6 and considering the provisions of the Decree 664/03, which established the suspension of the restatement of financial statements in constant currency as from March 1, 2003. Foreign currency transactions were recorded in argentine pesos at the exchange rate prevailing at the date of each transaction. Exchange differences arising on monetary items in foreign currencies were recognized as financial income (expense) in the year in which they arise.

Under IFRS, companies should determine their functional currency according to the criteria established by IAS 21, “The Effects of Changes in Foreign Exchange Rates”, which may differ from their reporting currency. According to the provisions of that standard, the Company´s management has defined the U.S. dollar as its functional currency. Accordingly, the Head Office account as of January 1 and December 31, 2017, prepared under AR GAAP, have been remeasured into U.S. dollars according to the procedure set out in IAS 21, with the objective of generating the same accounting information that would have been reported if the accounting records were kept in that functional currency.

The Company’s investments in Joint Arrangements are classified as Joint Operations in accordance with IFRS 11 Joint Arrangements (interests in oil and gas exploration and production agreements). The Company has also determined that the functional currency of those joint arrangements is the U.S. dollar.

Valuation of property, plant and equipment (“PP&E”)

The Company has elected to value property, plant and equipment at depreciated cost at January 1, 2017, measured in the functional currency defined by the Company in accordance with IFRS. After adopting IFRSs for the first time, the IFRSs allow the Company to choose the treatment for the measurement of PP&E components. The International Accounting Standard 16 — Property Plant and Equipment (“IAS 16”) provides that an entity shall choose either the “cost model” or the “revaluation model”. The Company chose to continue applying the cost model for all components of PP&E.

Impairment of property, plant and equipment

Corresponds to the effect of the measurement of the impairment of property, plant and equipment in the functional currency defined by the Company in accordance with IFRS (see additionally Note 3.2.1).

Income Tax effect:

Corresponds to the income tax effect of the adjustments under IFRS.

Results related to defined benefit plans

Under AR GAAP, the actuarial losses arising from the remeasurement of the defined benefit obligation of pension plans were recognized under the “Other (expense) income, net” account of the statement of profit or loss.

F-195

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Exchange differences in AR GAAP

Inventory

Under both IFRS and AR GAAP, inventories are carried at Production cost. Production cost comprises direct purchase costs, cost of production, transportation and manufacturing expenses.

Additionally, commodity inventories and spare parts are stated at the lower of cost and net realizable value under both IFRS and AR GAAP.

The effect in inventory between AR GAAP and IFRS as stated in the reconciliation is due to effect of the change in the functional currency.

Natural Gas Surplus Injection Promotion Program for Companies with Reduced Injection (the “IR Program”)

Under ARGAAP, the Company recognized during 2017 the price incentives received for an amount of ARS 36.5 million, ARS21.8 million and ARS 26.2 million actually collected during the year related to the IR program explained in note 1.2.2.1 corresponding to the second, third and fourth quarters of 2016, respectively.

Under IFRS, those amounts were recognized on an accrual basis.

Main reclassifications

The main areas that originated reclassifications as a result of the first-time adoption of IFRS are listed below:

Statement of Financial Position:

Mutual funds and certificates of deposits amounting to 2,445 were classified as Short-term Investments under AR GAAP while under IFRS are classified as Cash and cash equivalents

Receivables with related parties amounting to $ 215 was classified under advances to suppliers while under IFRS is classified under related parties.

Software licenses amounting to $ 100 was classified under Property, Plant and equipment while under IFRS is classified under Intangible Assets.

Advances to vendors amounting to $ 140 was classified under Property, Plant and equipment while under IFRS is classified under other assets.

F-196

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Deferred Income tax amounting to $ (2,809) was classified under other assets while under IFRS it is classified as Deferred Income Tax liabilities.

Pension plan liability amounting to $ 1,473 was classified under other payables while under IFRS is classified under Employee defined benefits plan obligation.

Accrued Income tax liability was classified under taxes and royalties payable while under IFRS is classified under Income Tax payable.

Statement of cash flows

Checks to be deposited which were presented as cash and cash equivalents under AR GAAP, were disclosed under IFRS as Trade receivables.

Note 3. Significant accounting judgements, estimates and assumptions

The preparation of financial statements requires the Company’s management to make future estimates and assessments, to apply critical judgment and to establish assumptions affecting the application of accounting policies and the amounts of disclosed assets and liabilities, income and expenses.

The applied estimates and accounting judgments are evaluated on a continuous basis and are based on past experiences and other reasonable factors under the existing circumstances. Actual future results might differ from the estimates and evaluations made at the date of preparation of these financial statements.

3.1 Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations (see Note 3.2 below), that the management have made in the process of applying the Company´s accounting policies and that have the most significant effect on the amounts recognized in the financial statements.

3.1.1 Contingencies

The Company is subject to various claims, lawsuits and other legal proceedings that arise during the ordinary course of its business. The Company’s liabilities with respect to such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Periodically, the Company reviews the status of each contingency and assesses potential financial liability, applying the criteria indicated in Note 2.3.13, for which elaborates the estimates mainly with the assistance of legal advisors, based on information available to the Management at financial statements date, and taking into account litigation and resolution/settlement strategies.

F-197

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

3.1.2 Joint arrangements

Judgement is required to determine when the Company has joint control over an arrangement, which requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. The Company has determined that the relevant activities for its joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work program and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity’s joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries (Power over the entity (for example, present rights that give it the ability to direct the relevant activities of the entity receiving the investment), exposure or rights to variable returns from their involvement with the entity; and the ability to use its power over the entity to affect its returns).

Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Company to assess their rights and obligations arising from the arrangement. Specifically, the Company considers:

•

The structure of the joint arrangement – whether it is structured through a separate vehicle.

•

When the arrangement is structured through a separate vehicle, the Company also considers the rights and obligations arising from:

•

The legal form of the separate vehicle.

•

The terms of the contractual arrangement.

•

Other facts and circumstances, considered on a case-by-case basis.

3.1.3 Functional currency

The functional currency for the Company is the currency of the primary economic environment in which the entity operates. The functional currency of each entity in the Company is the U.S. Dollar. Determination of functional currency may involve certain judgements to identify the primary economic environment and the parent entity reconsiders the functional currency of its entities if there is a change in events and conditions, which determined the primary economic environment.

3.2 Key sources of estimation uncertainty

The estimates, which have a significant risk of producing adjustments on the amounts of the assets and liabilities during the following year, are detailed below:

3.2.1 Impairment of non-financial assets

F-198

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

In order to evaluate if there is evidence that a CGU could be impaired, both external and internal sources of information are analysed, whenever events or changes in circumstances indicate that the carrying amount of an asset or CGU may not be recoverable. Example of these events are, changes in the group’s business plans, changes in the group’s assumptions about commodity prices and discount rates, evidence of physical damage or, for oil and gas assets, significant downward revisions of estimated reserves or increases in estimated future development expenditure or decommissioning costs, the cost of raw materials, the regulatory framework, the projected capital investments and the evolution of the demand. If any such indication of impairment exists, the Group makes an estimate of the asset’s or CGU’s recoverable amount.

A CGU’s recoverable amount is the higher of its fair value less costs of disposal and its value in use (“VIU”). Where the carrying amount of a CGU exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. Given the nature of the Group’s activities, information on the fair value of an asset or CGU is usually difficult to obtain unless negotiations with potential purchasers or similar transactions are taking place. Consequently, unless indicated otherwise, the recoverable amount used in assessing impairment is value in use.

The value in use of each CGU is estimated based on the present value of future net cash flows that these CGU will generate. The business plans for each CGU, which are approved on an annual basis by executive management, are the primary source of information for the determination of value in use. They contain forecasts for oil, NGL and natural gas production, sales volumes, costs and capital expenditure. As an initial step in the preparation of these plans, various assumptions regarding market conditions, such as oil prices, natural gas prices, foreign currencies exchange and inflation rates are set by executive management. These assumptions take into account existing prices, global supply-demand equilibrium for oil and natural gas, other macroeconomic factors and historical trends and variability. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the asset group and are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money.

Determination as to whether, and by how much, an asset or CGU is impaired involves management estimates on highly uncertain matters such as the effects of inflation and deflation on operating expenses, discount rates, production profiles, reserves and resources, and future commodity prices, including the outlook for global or regional market supply-and-demand conditions for crude oil and natural gas. Judgement is required when determining the appropriate grouping of assets into a CGU. The actual cash flows and the values may differ significantly from the expected future cash flows and the related values obtained through discount techniques and could result in a material change to the carrying values of the group’s assets.

F-199

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Key assumptions used

The calculation of value in use made by the Company for the Bajada del Palo CGU, Agua Amarga CGU, Entre Lomas CGU, , Coirón Amargo Sur Oeste (“CASO”) CGU, Coirón Amargo Norte (“CAN”) CGU, Acambuco CGU, Sur Río Deseado Este CGU is most sensitive to the following assumptions:


	April 3, 2018			December 31, 2017			January 1, 2017
Discount rates		11.25	%		10.10	%		10.66	%
Crude oil, NGL and natural gas prices
Crude oil — Brent (USD/bbl.)
2017		—			—			55.00
2018		64.50			64.50			62.00
2019		65.00			65.00			65.00
2020		66.00			66.00			63.00
2021		65.90			65.90			65.00
2022		65.00			65.00			65.00
Onwards		65.00			65.00			65.00
Natural Gas — Local prices (US$/MMBTU)
2017		—			—			4.60
2018		4.60			4.60			4.60
2019		4.50			4.50			4.50
2020		4.50			4.50			4.50
2021		4.50			4.50			4.50
2022		4.50			4.50			4.50
Onwards		4.50			4.50			4.50
GLP — Local prices (US$/Tn.)
Onwards		439			439			439
Foreign Exchange rate (ARS/USD)
2017		—			—			18.00
2018		24.20			24.20			24.20
2019		30.40			30.40			30.40
2020		34.80			34.80			34.80
2021		38.60			38.60			38.60
2022		38.60			38.60			38.60
Onwards		38.60			38.60			38.60
Argentina Inflation Rate (2018-2021 from IMF)
2017		—			—			—
2018		28	%		28	%		28	%
2019		17	%		17	%		17	%
2020		13	%		13	%		13	%
2021 and onwards		9	%		9	%		9	%
US Inflation Rate
Onwards		+2	%		+2	%		+2	%

F-200

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Discount rates: Discount rates represent the current market assessment of the risks specific to the Company, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and is derived from its weighted average cost of capital (WACC), with appropriate adjustments made to reflect the risks and to determine the post-tax rate. The income tax rate used is the current statutory tax rate in Argentina of 30% for 2018 and 2019 and of 25% for 2020 onwards (based on the modification of the year 2017 income tax law explained in Note 28). The WACC takes into account both cost of debt and cost of equity. For the calculation of the WACC, public market data of certain companies that are considered similar to the Branch according to the industry, region and specialty were used (“Comparables”). The cost of equity is derived from the expected return on investment by the Company’s investors that arise from the Capital Asset Pricing Model. The cost of debt is derived from the cost of Comparables’ corporate bonds.

Crude oil, natural gas and GLP prices: Forecast commodity prices are based on management’s estimates and available market data.

In order to forecast local price of natural gas at 9,300 kcal/m3 (“Gas Price”), given that it is decoupled from the international price of gas and is influenced by the Argentina level of supply and demand balances, management used an average of the price received for the sale of gas in each of the CGUs. The Gas Price is adjusted linearly by the calorific value of the gas produced from each of the CGUs.

The Company’s long-term assumption for oil prices is similar than recent market prices reflecting the judgement that recent prices are consistent with the market being able to produce sufficient oil to meet global demand sustainably in the longer term.

Production and reserves volumes: The estimated future level of production in all impairment tests is based on assumptions about future commodity prices, production and development costs, field decline rates, current fiscal regimes and other factors. Reserves assumptions for value-in-use tests are restricted to proved and probable reserves. To estimate the future level of production the reserve reports audited by external engenieers were used adjusting by the temporality of the activity (e.g. drilling new wells and workovers) to adapt to the Company’s plans. These assumptions reflect all reserves and resources that management believe a market participant would consider when valuing the asset. In determining the recoverable amount, risk factors may be applied to reserves and resources, which do not meet the criteria to be treated as proved. For each type of reserve, management used a risk factor between 70% and 100% of success from their estimated full potential value.

F-201

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Sensitivity to changes in assumptions

With regard to the assessment of value in use, management believes that there are no reasonably possible changes in any of the above key assumptions that would cause the carrying value of the any CGU to materially exceed its recoverable amount. With regard to the assessment of value in use as of April 3, 2018, December 31, 2017 and January 1, 2017, the sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.


	As of April 3, 2018	As of December 31, 2017	As of January 1, 2017
Discount rate	+/- 100 basis points	+/- 100 basis points	+/- 100 basis points
Carrying amount	(136) / 85	(566) / 829	(975) / 1,353

Expected crude oil, natural gas and GLP prices	+/- 10%	+/- 10%	+/- 10%
Carrying amount	1,760 / (1,825)	2,675 / (1,294)	13,244 / (10,113)

Foreign exchange rate (ARS/U.S. Dollars)	+/- 10%	+/- 10%	+/- 10%
Carrying amount	679 / (896)	1,463 / (250)	4,535 / (5,223)

Argentina inflation rate	+/- 10%	+/- 10%	+/- 10%
Carrying amount	(906) / 583	(288) / 1,328	(4,794) / 4,805

As of April 3, 2018, December 31, 2017 and January 1, 2017, the net book value of Property, Plant and Equipment are shown in Note 12.

During the period beginning January 1, 2018 to April 3, 2018, for the year ended December 31, 2017 and as of January 1, 2017, total impairment losses of 435, 1,080 and 24,535 were recognised in respect of producing oil and gas properties mainly corresponding to Agua Amarga, Entre Lomas and CAN CGUs.

The triggers for the impairment tests of the CGUs were primarily the effect of variability of prices, the macroeconomic situation of Argentina during those periods and variability of the discount rate. The recoverable amount was based on management’s estimate of VIU as of April 3, 2018, December 31, 2017 and January 1, 2017.

3.2.2 Current and deferred Income tax

F-202

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

result of these items differs from the amounts initially recognized, those differences will have an effect on the income tax and on the deferred tax provisions in the fiscal year when such determination is made.

Deferred tax assets are reviewed at each reporting date and reduced in accordance with the probability that the sufficient taxable base will be available to allow for the total or partial recovery of these assets. Deferred tax assets and liabilities are not discounted. In assessing the realization of deferred tax assets, Management considers that it is likely that a portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income in the periods in which these temporary differences become deductible. To make this assessment, Management takes into consideration the scheduled reversal of deferred tax liabilities, the projections of future taxable profits and tax planning strategies.

Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These estimates of future taxable profits are based on forecast cash flows from operations (which are impacted by production and sales volumes, oil and gas prices, reserves, operating costs, decommissioning costs, capital expenditure, dividends and other capital management transactions) and judgement about the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.

In addition, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods.

The carrying amount as of April 3, 2018, December 31, 2017 and January 1, 2017 of the Deferred income tax liability, net is 5,764, 4,358 and 10,554, and for the Income tax liability is 4,449, 4,390 and 1,162, respectively.

3.2.3 Asset retirement obligations

Asset retirement obligations estimates are adjusted when it is justified by changes in the evaluation criteria or at least once a year.

The carrying amount as of April 3, 2018, December 31, 2017 and January 1, 2017 of the Asset retirement obligation is 5,752, 5,774 and 4,839, respectively.

3.2.4 Actuarial assumptions in defined benefit plans

Actuarial commitments with defined benefit plans to employees are recognized as liabilities in the statement of financial position based on actuarial estimates revised annually by an independent actuary, using the projected unit credit method.

F-203

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The present value of pension plan obligations depends on multiple factors that are determined according to actuarial estimates, which are revised annually by an independent actuary, net of the fair value of the plan assets, when applicable. For this purpose, certain assumptions are used including the discount rate and wage growth rate assumptions (Note 20).

The carrying amount as of April 3, 2018, December 31, 2017 and January 1, 2017 of the Employee defined benefits plan obligation, net is 1,514, 1,473 and 1,372, and for the reserve recognized in accumulated other comprehensive income is 880, 880 and 587, respectively.

3.2.5 Oil and gas reserves

Oil and gas properties are depreciated using the units of production (“UOP”) method over total proved developed and undeveloped hydrocarbon reserves when applicable. Reserves mean oil and gas volumes that are economically producible, in the areas where the Company operates or has a (direct or indirect) interest and over which the Company has exploitation rights, including oil and gas volumes related to those service agreements under which the Company has no ownership rights on the reserves or the hydrocarbons obtained and those estimated to be produced for the contracting company under service contracts.

Reserves estimates depend on the quality of the available engineering and geological data as of the estimation date and on the interpretation and judgment thereof.

Note 4. Segment information

The Company’s Chief Operating Decision-Maker (“CODM”) is responsible for the allocation of resources and evaluating the performance of the operating segment by monitoring the operating results of the oil & gas properties, based on its separate production, due to the purpose of making decisions about the allocation of the resources and performance indicators.

The Company’s CODM considers the business as one single segment, the exploration and production of natural gas, liquid gas and crude oil (includes all upstream business activities), through its own activities and share holdings in joint operations, and based on the business nature, customer portfolio and risks involved. The Company did not aggregate any segment, as it has only one.

F-204

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

For the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017, all its revenues and operations are derived from external argentine customers, the depreciation of oil & gas properties and property, plant and equipment is fully associated with Argentina. As of April 3, 2018, December 31, 2017 and January 1, 2017, all the Company’s non-current assets are located in Argentina.

Accounting criteria used to measure results, assets and liabilities of the segment is consistent with that used in these financial statements.

Note 5. Revenue from contracts with customers


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Sales of goods and services		17,690		66,059

Revenue from contracts with customers		17,690		66,059

The Company’s transactions and the main revenues steams are described in Note 2.3.7. The Company’s revenues are derived from contracts with customers.

5.1 Disaggregated revenue information


Types of goods or services	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Revenue from crude oil		13,386		48,939
Revenue from natural gas		3,830		15,432
Revenue from NGL		474		1,682
Revenue from other goods and services		—		6

Revenue from contracts with customers		17,690		66,059


Sales Channel	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Refineries		17,111		59,348
Other sales channels		579		6,711

Revenue from contracts with customers		17,690		66,059

F-205

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

5.2 Performance obligations

The Company’s performance obligations relates to the upstream business. The Upstream business carries out all activities relating to the exploration, development and production of oil and natural gas. Revenue from customers is generated mainly from the sale of produced oil, natural gas and NGL to third parties at a point in time.

Note 6. Crude oil stock fluctuation and operating expenses

Note 6.1 Crude oil stock fluctuation


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
Inventories of crude oil at the beginning of the period/year		1,191			1,213
Less: Inventories of crude oil at the end of the period/year		(1,977	)		(1,191	)

Total Crude oil stock fluctuation		(786	)		22

Note 6.2 Operating expenses


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Salaries and social security charges		604		3,861
Employee benefits		143		503
Fees and compensation for services		153		614
Consumption of materials		1,284		3,119
Maintenance		4,307		22,457
Rental and insurance		89		327
Surveillance and Security		32		251
Taxes, rates and contributions		14		55
Transportation		222		1,032
Other		20		42

Total Operating expenses		6,868		32,261

F-206

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Note 7. Selling expenses


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Salaries and social security charges		15		119
Fees and compensation for services		3		—
Taxes, rates and contributions		552		2,059
Transportation		219		1,078
Other		—		46

Total selling expenses		789		3,302

Note 8. General and administrative expenses


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Salaries and social security charges		137		379
Employee benefits		198		226
Fees and compensation for services		277		2,107
Rental and insurance		11		55
Taxes, rates and contributions		466		1,790
Communications		40		214
Other		25		138

Total General and administrative expenses		1,154		4,909

Note 9. Exploration expenses


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Salaries and social security charges		6		50
Fees and compensation for services		11		—
Communications		9		98

Total Exploration expenses		26		148

F-207

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Note 10. Other operating income and expenses

Note 10.1 Other operating income


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Reversal of allowances for expected credit losses		171		320
Surplus Gas Injection Compensation (SGIC) (Note 1.2.2.1)		350		4,845
Other		67		—

Total other operating income		588		5,165

10.2 Other operating expenses


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Provision for contingencies		—		19
Other		—		50

Total other operating expenses		—		69

Note 11. Financial results

11.1 Interest income


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Commercial interest		5		70
Financial interest		—		559

Total Interest income		5		629

F-208

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

11.2 Interest expense


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
Commercial interest		—			(158	)
Other financial expenses		(28	)		(653	)

Total Interest expense		(28	)		(811	)

11.3 Other financial results


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
Foreign currency exchange difference, net		98			3,098
Changes in the fair value of financial instruments		116			730
Unwinding of discount on Asset retirement obligation		(86	)		(287	)

Total Other financial results		128			3,541

Note 12. Property, plant and equipment

Changes in property, plant and equipment for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 are as follows:


	Land and buildings		Vehicles, machinery, installations, computer equipment and furniture			Mineral properties		Wells and production facilities			Work in progress			Materials			Total
Cost
As of January 1, 2017		64		3,550			12,527		217,903			1,321			4,299			239,664

Additions ⁽¹⁾		14		91			1,587		4,887			7,721			611			14,911
Transfers		—		(99	)		—		7,361			(7,210	)		(52	)		—
Disposals		—		(19	)		—		(131	)		(104	)		(574	)		(828	)

As of December 31, 2017		78		3,523			14,114		230,020			1,728			4,284			253,747

Additions		—		277			—		381			653			416			1,727
Transfers		—		1			—		856			(856	)		(1	)		—
Disposals		—		—			—		(21	)		(16	)		—			(37	)

As of April 3, 2018		78		3,801			14,114		231,236			1,509			4,699			255,437

F-209

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)


	Land and buildings			Vehicles, machinery, installations, computer equipment and furniture			Mineral properties			Wells and production facilities			Work in progress		Materials		Total
Accumulated depreciation and impairment
As of January 1, 2017		(9	)		(2,424	)		(12,527	)		(138,761	)		—		—		(153,721	)

Depreciation charge for the year		(3	)		(298	)		—			(18,111	)		—		—		(18,412	)
Impairment loss		—			—			(118	)		(962	)		—		—		(1,080	)
Other ⁽¹⁾		—			(9	)		—			(2,447	)		—		—		(2,456	)

As of December 31, 2017		(12	)		(2,731	)		(12,645	)		(160,281	)		—		—		(175,669	)

Depreciation charge for the period		—			(128	)		(115	)		(5,349	)		—		—		(5,592	)
Impairment loss		—			—			—			(435	)		—		—		(435	)

As of April 3, 2018		(12	)		(2,859	)		(12,760	)		(166,065	)		—		—		(181,696	)

Net book value
As of April 3, 2018		66			942			1,354			65,171			1,509		4,699		73,741

As of December 31, 2017		66			792			1,469			69,739			1,728		4,284		78,078

As of January 1, 2017		55			1,126			—			79,142			1,321		4,299		85,943

(1)	For the year ended December 31, 2017 includes 4,418 in increases in cost and 2,443 in “other” increasing the accumulated depreciation mainly in the wells and mineral property line item (4,284 and 24 respectively) related to the change of the working interest in Coirón Amargo Norte. See Note 27.3.

Please refer to Note 3.2.1 for the details on impairment testing of oil and gas properties.

Note 13. Deferred income tax assets and liabilities and income tax expense and liability

The composition of the deferred tax assets and liabilities is as follows:


	January 1, 2018			Profit (loss)			Other comprehensive income (loss)		April 3, 2018
Trade and other receivables		48			(4	)		—		44
Trade and other payables		50			(5	)		—		45
Defined benefit plans		71			(33	)		—		38
Provisions and contingencies		1,355			(100	)		—		1,255
Inventory		163			(163	)		—		—

Deferred income tax asset		1,687			(305	)		—		1,382

Property, plant and equipment		(6,044	)		(1,101	)		—		(7,145	)
Financial assets at FVTPL		(1	)		—			—		(1	)

Deferred income tax liabilities		(6,045	)		(1,101	)		—		(7,146	)

Deferred income tax liabilities, net		(4,358	)		(1,406	)		—		(5,764	)

F-210

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)


	January 1, 2017			Profit (loss)			Other comprehensive income (loss)			December 31, 2017
Trade and other receivables		—			48			—			48
Trade and other payables		90			(40	)		—			50
Defined benefit plans		56			54			(39	)		71
Provisions		1,859			(504	)		—			1,355
Inventory		231			(68	)		—			163

Deferred income tax asset		2,236			(510	)		(39	)		1,687

Property, plant and equipment		(6,603	)		559			—			(6,044	)
Trade and other receivables		(4,175	)		4,175			—			—
Financial assets at FVTPL		(9	)		8			—			(1	)
Government Grants		(2,003	)		2,003			—			—

Deferred income tax liabilities		(12,790	)		6,745			—			(6,045	)

Deferred income tax liabilities, net		(10,554	)		6,235			(39	)		(4,358	)

Deferred tax assets and liabilities are offset in the following cases: a) when there is a legally enforceable right to offset tax assets and liabilities; and b) when deferred income tax charges are associated with the same fiscal authority. The following amounts, determined after their adequate offset, are disclosed in the statement of financial position:


	April 3, 2018			December 31, 2017			January 1, 2017
Deferred income tax asset		1,382			1,687			2,236
Deferred income tax liabilities		(7,146	)		(6,045	)		(12,790	)

Deferred income tax liabilities, net		(5,764	)		(4,358	)		(10,554	)

The breakdown of income tax charge is as follow:


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Current income tax
Current income tax charge		1,407		9,916

Deferred income tax loss (gain)
Relating to origination and reversal of temporary differences		1,406		(6,235	)

Income tax expense reported in the statement of profit or loss		2,813		3,681

Other comprehensive income		—		(39	)

Deferred tax charged to OCI		—		(39	)

Total income tax expense		2,813		3,642

F-211

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Below is a reconciliation between income tax expense and the amount resulting from application of the tax rate on the income before taxes:


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
Profit before income tax		1,374			2,915
Current statutory income tax rate		30	%		35	%

Income tax at the statutory income tax rate		(412	)		(1,020	)

Items that adjust the income tax (expense) gain:
Non-deductible cost		—			106
Effect of statutory income tax rate change in deferred income tax (Note 28)		—			2,571
Exchange differences — Functional currency		(2,401	)		(5,299	)

Total income tax (expense)		(2,813	)		(3,642	)

Breakdown of the income tax and minimum presumed income tax liability:


	April 3, 2018		December 31, 2017		January 1, 2017
Current
Income tax, net of withholdings and advances		4,449		4,390		1,162

Total current		4,449		4,390		1,162

Nota 14. Trade and other receivables


	April 3, 2018			December 31, 2017			January 1, 2017
Trade
Non-current
Receivables from oil and gas sales		43			191			597
Allowance for doubtful accounts		(43	)		(191	)		(597	)

Trade receivables, net		—			—			—
Other
Prepaid expenses		—			29			55
Other		24			—			75

Other receivables, net		24			29			130

Total non-current trade and other receivables, net		24			29			130

F-212

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)


	April 3, 2018		December 31, 2017		January 1, 2017
Trade
Current
Receivables from oil and gas sales		6,995		3,919		7,310
Related parties (Note 24)		—		1,661		1,276

Trade receivables, net		6,995		5,580		8,586
Other
Tax credits		586		1,168		1,134
Advances to suppliers		367		546		518
Advances to employees		5		7		18
Related parties (Note 24)		—		—		612
Prepaid expenses		248		125		148
Natural gas additional injection stimulus program receivable ⁽¹⁾		4,395		4,667		18,245
Expenses to be recovered ⁽²⁾		2,187		143		7,148
Other		15		30		150

Other receivables, net		7,803		6,686		27,973

Total current trade and other receivables, net		14,798		12,266		36,559

As of April 3, 2018, December 31, 2017 and January 1, 2017 corresponds to balances pending collection for compensations under the IR Programs (Note 1.2.2.1 and Note 29.1).

ii.

As of April 3, 2018 and December 31, 2017 and January 1, 2017 includes the cash-calls related to the joint operations the Company participates. Additionally, as of January 1, 2017, includes the financing provided to Gas y Petróleo de Neuquen S.A. for 3,718 (Note 27.3).

Due to the short-term nature of the current trade and other receivables, their carrying amount is considered to approximate their fair value. For the non-current trade and other receivables, the fair values are also not significantly different to their carrying amounts.

Trade receivables are non-interest bearing and are generally on terms of 30 to 45 days. During the period beginning January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 the Company did not recognize any allowance for expected credit losses and recognized a reversal of 171 and 320, respectively, on trade receivables.

The Company measures the loss allowance for trade receivables at an amount equal to Expected Credit Losses (“ECL”). The expected credit losses on trade receivables are estimated on a case by case basis by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

There has been no change in the estimation techniques or significant assumptions made during the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017.

F-213

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. None of the trade receivables that have been written off is subject to enforcement activities.

As of April 3, 2018, December 31, 2017 and January 1, 2017, trade receivables that were past due amounted to 104, 1,892 and 2,450, respectively, which were due and net for an allowance for expected credit losses of trade receivables of 43, 191 and 597, respectively.

The movements in the allowance for the expected credit losses of trade receivables are as follows:


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
At the beginning		191			597
Reversal of unused amounts		(171	)		(320	)
Foreign exchange translation gains and losses		23			(86	)

At the end of the period / year		43			191

As of April 3, 2018, the maximum exposure to credit risk corresponds to the carrying amount of each class of receivables.

Note 15. Financial Assets and financial liabilities

15.1 Other financial assets by category: Financial assets at fair value through profit or loss and Financial assets at amortized costs


	April 3, 2018		December 31, 2017		January 1, 2017
Current
Financial assets at amortized cost
Corporate Securities		—		19		—

Total current		—		19		—

15.2 Financial liabilities: Borrowings


	April 3, 2018		December 31, 2017		January 1, 2017
Current
Related parties (Note 24)		—		—		3,978

Total Current		—		—		3,978

F-214

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The maturities of the Company’s borrowings (excluding finance lease liabilities) and its exposure to interest rates are as follows:

April 3,
2018

December 31,
2017

January 1,
2017

Fixed rate

Less than one year

—

3,978

The carrying amounts of short-term borrowings as of January 1, 2017, approximate their fair value due to their short-term maturity.

Details of borrowing:

In April 2015, the Company subscribed a loan agreement with Pluspetrol S.A. (a related party of the former parent of the Company) through an ARS 200,000,000 line of credit (approximately 22,472 at such date). In January 2016, an addendum for an additional ARS 200,000,000 (approximately 14,493 at such date) was signed.

This loan had a term of 3 years, with capital payable at maturity and interest payable annually. The funds were used to finance capital and working capital expenses, among others.

The Company prepaid the amount of capital plus interest of the loan in February 2017 with no penalties.

15.2.1 Changes in liabilities arising from financing activities

The movements in the borrowings are as follows:


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
At the beginning of the year		—		3,978
Payment of borrowings		—		(4,115	)
Accrued interest ⁽¹⁾		—		151
Payment of borrowings’ interests		—		(151	)
Net foreign currency exchange difference ⁽¹⁾		—		137

At the end of the year		—		—

(1)	Non-cash movement

F-215

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

15.3 Financial instruments by category

The following chart presents financial instruments by category:


As of April 3, 2018	Financial assets/liabilities at amortized cost		Financial assets/liabilities at fair value through profit or loss		Total
Assets
Trade receivables and other receivables		13,621		—		13,621
Cash and cash equivalents		4,181		2,574		6,755

Total		17,802		2,574		20,376

Liabilities
Trade and other liabilities		15,812		—		15,812

Total		15,812		—		15,812


As of December 31, 2017	Financial assets/liabilities at amortized cost		Financial assets/liabilities at fair value through profit or loss		Total
Assets
Trade receivables and other receivables		10,427		—		10,427
Other financial assets
Corporate Securities		19		—		19
Cash and cash equivalents		4,823		2,418		7,241

Total		15,269		2,418		17,687

Liabilities
Trade and other liabilities		17,600		—		17,600

Total		17,600		—		17,600


As of January 1, 2017	Financial assets/liabilities at amortized cost		Financial assets/liabilities at fair value through profit or loss		Total
Assets
Trade receivables and other receivables		34,222		—		34,222
Cash and cash equivalents		1,739		7,294		9,033

Total		35,961		7,294		43,255

Liabilities
Trade and other liabilities		19,986		—		19,986
Borrowings		3,978		—		3,978

Total		23,964		—		23,964

F-216

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The income, expenses, gains and losses derived from each of the financial instrument categories are indicated below:

For the period from January 1, 2018 through April 3, 2018:


	Financial assets/liabilities at amortized cost			Financial assets/liabilities at fair value through profit or loss		Total
Interest income		5			—		5
Foreign exchange, net		98			—		98
Other financial results		(28	)		—		(28	)

Total		75			—		75

For the year ended December 31, 2017:


As of December 31, 2017	Financial assets/liabilities at amortized cost			Financial assets/liabilities at fair value through profit or loss		Total
Interest expense		(158	)		—		(158	)
Foreign exchange, net		3,098			—		3,098
Results from financial instruments at fair value		—			629		629
Other financial results		(940	)		—		(940	)

Total		2,000			629		2,629

15.4 Fair values

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

15.4.1 Fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis

Level 1: quoted prices (not adjusted) for identical assets or liabilities in active markets.

Level 2: data different from the quoted prices included in Level 1 observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices).

Level 3: Asset or liability data based on information that cannot be observed in the market (i.e., unobservable data).

F-217

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The following table shows the Company’s financial assets and liabilities measured at fair value as of April 3, 2018, December 31, 2017 and January 1, 2017:


As of April 3, 2018	Level 1		Level 2		Level 3		Total
Assets
Financial assets at FVTPL
Mutual funds		2,574		—		—		2,574

Total assets		2,574		—		—		2,574


As of December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
Financial assets at FVTPL
Mutual funds		2,418		—		—		2,418

Total assets		2,418		—		—		2,418


As of January 1, 2017	Level 1		Level 2		Level 3		Total
Assets
Financial assets at FVTPL
Mutual funds		7,294		—		—		7,294

Total assets		7,294		—		—		7,294

The fair value of financial instruments that are not negotiated in active markets is determined using valuation techniques. These valuation techniques maximize the use of market observable information, when available, and rely as little as possible on specific estimates of the Company. If all significant variables to establish the fair value of a financial instrument can be observed, the instrument is included in level 2.

If one or more variables used to determine the fair value could not be observed in the market, the financial instrument is included in level 3.

There were no transfers between Level 1 and Level 2 during the period from January 1, 2018 through April 3, 2018 and during the year ended December 31, 2017.

15.4.2 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

The directors consider that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values as explained in the correspondent notes.

F-218

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

15.5 Financial instruments risk management objectives and policies

15.5.1 Financial Risk Factors

The Company’s activities are subject to several financial risks: market risk (including the exchange rate risk, the interest rate risk and the price risk), credit risk and liquidity risk.

Financial risk management is encompassed within the Company’s global policies, there is an integrated risk management methodology focused on monitoring risks affecting the whole portfolio. The Company’s risk management strategy seeks to achieve a balance between profitability targets and risk exposure levels. Financial risks are those derived from financial instruments the Company is exposed to during or at the closing of each period/year. The Company did not use derivative instruments to hedge any risk according to its risk management internal policies in the period/year presented.

15.5.1.1 Market risks

Foreign exchange risk

The Company’s financial situation and the results of its operations are sensitive to variations in the exchange rate between the U.S. Dollars and Argentina peso (“ARS”) and other currencies. The Company did not use derivative financial instruments to mitigate associated exchange rate risks in the period /year presented.

The majority of the Company´s sales are directly denominated in dollars or the evolution of its price follows the evolution of the quotation of this currency. The Company collects a meaningful portion of its revenues in ARS pursuant to prices, which are indexed to the U.S. dollar, mainly revenues resulting from the sale of gas and crude oil.

Additionally, the Company has made several investment commitments as of April 3, 2018, December 31, 2017 and January 1, 2017 (Note 27.4), most of which are denominated in USD, which does not expose the Company to a risk of loss resulting from the devaluation of the Argentine peso.

During the period from January 1, 2018 through April 3, 2018 and during the year ended December 31, 2017, the Argentine Peso depreciated by approximately 8% and 17%, respectively.

The following tables demonstrate the sensitivity to a reasonably possible change in ARS exchange rates against U.S. Dollars, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and monetary liabilities denominated in currencies other that the U.S. Dollar, the functional currency of the Company. For the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017, there is no additional impact on the Company´s pretax equity because it

F-219

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

does not have any item that directly affects equity. The Company’s exposure to foreign currency changes for all other currencies is not material.


	As of April 3, 2018	As of December 31, 2017
Change in Argentine Peso Rate	+/- 30%	+/- 17%
Effect in profit before tax	(3,268) / 3,268	(1,957) / 1,957
Effect in pre-tax equity	(3,268) / 3,268	(1,957) / 1,957

Argentine Inflationary environment.

Inflation in Argentina has been high for several years, but consumer price inflation (CPI) was not reported consistently. Given the differences in geographical coverage, weights, sampling, and methodology of various inflation series, the average CPI inflation for 2014, 2015, and 2016, and end-of-period inflation for 2015 and 2016 were not reported in the International Monetary Fund´s (“IMF”) April 2018 World Economic Outlook. The 3-year cumulative inflation using different combinations of retail price indices has been in excess of 100% since late 2017. However, the wholesale price index, which had been available consistently for the past three years, was about 75% on a 3-year cumulative basis in December 2017.

Price risk

The Company’s financial instruments are not significantly exposed to hydrocarbon international price risks because of the current regulatory, economic, governmental and other policies in force, crude oil and gas domestic prices are not directly affected in the short-term due to variations in the international market.

Additionally, the Company’s investments in financial assets classified as “at fair value through profit or loss” are sensitive to the risk of changes in the market prices resulting from uncertainties as to the future value of such financial assets. Due to the low or nil carrying amounts of this type of investment as of April 3, 2018, December 31, 2017 and January 1, 2017, the Management consider that any change in the fair value will have no significant impact in the results of the Company.

Cash flow and fair value interest rate risk

The management of the interest rate risk seeks to reduce financial costs and limit the Company’s exposure to interest rate increases.

Indebtedness at variable rates exposes the Company to the interest rate risk on its cash flows due to the possible volatility they may experience. Indebtedness at fixed rates exposes the Company to the interest rate risk on the fair value of its liabilities, since they may be considerably higher than variable rates. As of April 3, 2018 and December 31, 2017 the Company did not have any borrowing. As of January 1, 2017, the Company’s indebtedness was subject to fixed interest rate, denominated in ARS.

F-220

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

As of January 1, 2017, in the case of fixed rates and in view of the market’s conditions as of that date, the Company considers that the risk of a significant decrease in interest rates was low and, therefore, did not foresee a substantial risk in its indebtedness at fixed rates.

As of April 3, 2018, December 31, 2017 and January 1, 2017, the Company was not exposed to any interest rate risk, as the Company did not have any indebtness.

In the period/year ended April 3, 2018 and December 31, 2017, the Company did not use derivative financial instruments to mitigate risks associated with fluctuations in interest rates.

15.5.1.2 Credit risk

The Company establishes individual credit limits according to the limits defined by the Commercial Department based on internal or external ratings. The Company only operates with high quality credit companies. The Company makes constant credit assessments on its customers’ financial capacity, which minimizes the potential risk for bad debt losses. Customer credit risk is managed centrally subject to the Company’s established policy, procedures and controls relating to customer credit risk management. Outstanding customer receivables are regularly monitored. See below the credit concentration risk of the Company.

The credit risk represents the exposure to possible losses resulting from the breach by commercial or financial counterparties of their obligations taken on with the Company. This risk stems mainly from economic and financial factors or a possible counterparty default.

The credit risk is associated with the Company’s commercial activity through customer trade receivables, as well as available funds and deposits in banking and financial institutions.

The Company has established an allowance for expected credit losses. This allowance represents the best estimate by the Company of possible losses associated with trade receivables.

As of April 3, 2018, December 31, 2017 and January 1, 2017, the Company’s trade receivables amounted to 7,038, 5,771 and 9,183, out of which 6,995, 5,580 and 8,586 are short-term receivables and the remaining 43, 191 and 597 are classified as non-current and an allowance for the total amount of the non-current portion was recognized.

The major client, represents 67%, 51% and 64% of total accounts receivables as of April 3, 2018, December 31, 2017 and January 1, 2017, respectively. No other client has a meaningful percentage of the total amount of these receivables.

F-221

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

An impairment analysis is performed at each reporting date on a case-by-case basis to measure expected credit losses. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as high, as its customers are concentrated as detailed above.

Set out below is the information about the credit risk exposure on the Company’s trade receivables:


April 3, 2018
	Current		<90 days			90–365 days			>365 days			Total
Estimated total gross carrying amount at default		6,934		100			4			—			7,038
Expected credit loss		—		(39	)		(4	)		—			(43	)

December 31, 2017
Days past due	Current		<90 days			90–365 days			>365 days			Total
Estimated total gross carrying amount at default		3,879		1,681			—			191			5,751
Expected credit loss		—		—			—			(191	)		(191	)

January 1, 2017
	Current		<90 days			90–365 days			>365 days			Total
Estimated total gross carrying amount at default		6,733		1,853			—			597			9,183
Expected credit loss		—		—			—			(597	)		(597	)

The Company has set Investment Policies and Procedures to monitor and manage the counterparty credit risk in each investment. These policies are reviewed and approved by the Chief Financial Officer and the Branch’s Legal Representative periodically or in market distress events.

Surplus cash is invested in a range of short-term, high credit quality and liquid instruments including short-term bank deposits, money market funds, and bonds. The portfolio is highly diversified in order to avoid concentrating risk in any credit, assets class, country or industry. Management monitors the investment regularly and adjusts the investment portfolio in light of new market information where necessary to ensure credit exposure is effectively diversified.

Additionally, our Natural Gas Promotion Program compensation depends on the Argentine Government’s ability and willingness to pay. Before the Government authorized the issuance of dollar-denominated sovereign bonds or an instalments settlement plan to cancel outstanding debts under the Program, the Company suffered certain delays in the collection of such compensation. Afterwards, during 2016 the Company received BONAR 2020 as compensation for amounts due as of December 2015. During 2017, the collection by the Company of the compensations by the Company was delayed beyond their original terms.

F-222

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Management does not expect additional losses from non-performance by its customers. The maximum exposure to credit risk at each reporting date in the carrying amount of each class of financial assets as shown in the statement of financial position.

15.5.1.3 Liquidity risk

The Company management supervises updated projections on liquidity requirements to guarantee the sufficiency of cash and liquid financial instruments to meet operating needs while keeping at all times a sufficient margin for unused credit facilities. In this way, the aim is that the Company does not breach indebtedness levels or the Covenants, if applicable, of any credit facility. Those projections take into consideration the Company’s debt financing plans, the meeting of the covenants and, if applicable, the external regulatory or legal requirements such as, for example, restrictions on the use of foreign currency.

The Company keeps its sources of financing diversified between banks and the capital market, and it is exposed to the refinancing risk at maturity.

The determination of the Company’s liquidity index as of April 3, 2018, December 31, 2017 and January 1, 2017 is detailed below:


	April 3, 2018		December 31, 2017		January 1, 2017
Current assets		23,530		20,717		46,805
Current liabilities		13,286		14,830		18,466
Index		1.77		1.40		2.53

The amounts shown in the table are the contractual undiscounted cash flows.


As of April 3, 2018	Account payable and accrued liabilities and other		Borrowings		Total
Overdue		1,937		—		1,937
One year or less		11,349		—		11,349
One to three years		—		—		—
More than three years		—		—		—
With no term		7,292				7,292

Total		20,578		—		20,578

F-223

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)


As of December 31, 2017	Account payable and accrued liabilities and other		Borrowings		Total
Overdue		1,155		—		1,155
One year or less		13,544		—		13,544
One to three years		1,827		—		1,827
More than three years		5,441		—		5,441
With no term		131		—		131

Total		22,098		—		22,098


As of January 1, 2017	Account payable and accrued liabilities and other		Borrowings		Total
Overdue		873		—		873
One year or less		13,484		3,978		17,462
One to three years		5,810		—		5,810
More than three years		683		—		683
With no term		131		—		131

Total		20,981		3,978		24,959

Note 16. Inventories


	April 3, 2018		December 31, 2017		January 1, 2017
Materials and spare parts		1		1		1
Crude oil		1,976		1,190		1,212

Total		1,977		1,191		1,213

Note 17. Cash and cash equivalents


	April 3, 2018		December 31, 2017		January 1, 2017
Cash		1		2		4
Banks		4,153		4,793		1,506
Mutual funds		2,574		2,418		7,294
Time deposits		27		28		229

Total		6,755		7,241		9,033

Note 18. Head Office Contributions

18.1 Assigned capital and reserves

As of April 3, 2018, December 31, 2017 and January 1, 2017, the Company has an assigned capital of ARS 123,631,557, equivalent to 14,457 thousands. The assigned capital is fully paid-in and registered in the Public Registry of Commerce of the City of Buenos Aires.

F-224

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

18.2 Capital risk management

On managing capital, the Company aims to safeguard its capacity to continue operating as an on-going business with the purpose of generating return for its Head Office and benefits to other stakeholders, and keeping an optimal capital structure to reduce the cost of capital.

To keep or adjust its capital structure, the Company may adjust the amount of the earnings paid to its Head Office, reimburse capital to its Head Office, issue new shares, conduct stock repurchase programs or sell assets to reduce its debt.

In line with industry practices, the Company monitors its capital based on the leverage ratio. This ratio is calculated by dividing the net debt by the total capital. The net debt equals the total indebtedness (including current and non-current indebtedness) minus cash and cash equivalents. The total capital corresponds to the head office account as shown in the statement of financial position, plus the net debt.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the payments to the Head Office, return capital to Head Office or contributions made by the Head Office.

This ratio was not calculated for the Company as of April 3, 2018, December 31, 2017 and January 1, 2017, as the Company did not have any indebtness as of those dates or the carrying amount of cash and cash equivalents exceeded the amount of the indebtness.

No changes were made in the objectives, policies or processes for managing capital during the period/year ended April 3, 2018 and December 31, 2017.

18.3 Head Office operating account

Represents the movements between the Company and the Head office, including distribution of earnings, contributions made by the Head Office besides of the assigned capital, allocation of the net profit of the period/year to the Head Office, among others.

On December 29, 2017, the Company distributed earnings to the Head Office for an amount of 24,002 through the transfer of a loan receivable that the Company had with Pluspetrol S.A.

Note 19. Provisions


	April 3, 2018		December 31, 2017		January 1, 2017
Non-Current
Asset retirement obligation		5,752		5,774		4,839
Environmental remediation		14		9		255
Other provisions		12		13		22

Total Non-current provision		5,778		5,796		5,116

F-225

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)


	April 3, 2018		December 31, 2017		January 1, 2017
Current
Provisions for contingencies		101		109		107
Environmental remediation		177		191		125

Total Current provisions		278		300		232

Movements of the period/year on the provision for contingencies:


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
At the beginning of the period/year		109			107
Increases (Note 10.2)		—			19
Exchange differences on translation		(8	)		(17	)

At the end of the period/year		101			109

Movements of the period/year on the provision for asset retirement obligation:


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
At the beginning of the period/year		5,774			4,839
Increases ⁽¹⁾		—			1,125
Unwinding of discount (Note 11.3)		86			287
Decreases ⁽¹⁾		(108	)		(395	)
Exchange differences on translation		—			(82	)

At the end of the period/year		5,752			5,774

(1)	Included within increases of Property, Plant and Equipment (Wells).

Movements of the period/year on the provision for environmental remediation:


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
At the beginning of the period/year		200			380
Increases		41			482
Decreases		(41	)		—
Reversal of unused amounts		—			(720	)
Exchange differences on translation		(9	)		58

At the end of the period/year		191			200

F-226

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

19.1 Provision for Environmental remediation

The Company is subject to environmental regulations in Argentina. The Company undertakes environmental impact studies for new projects and investments and, to date, environmental requirements and restrictions imposed on these new projects have not had any material adverse impact on the Company’s business.

19.2 Asset Retirement Obligations

In accordance with the regulations applicable in the countries where the Company (directly or indirectly through it joint operations) performs oil and gas exploration and production activities, the Company must incur costs associated with well plugging and abandonment. The Company has not pledged any assets for settling such obligations.

The well plugging and abandonment provision represents the present value of decommissioning costs relating to oil and gas properties, which are expected to be incurred up to the end of each concession, when the producing oil and gas wells are expected to cease operations. These provisions have been created based on the Company’s internal estimates or Operator’s estimates, as applicable. Assumptions based on the current economic environment have been made, which management believes form a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual well plugging and abandonment costs will ultimately depend upon future market prices for the necessary well plugging and abandonment works required that will reflect market conditions at the relevant time. Furthermore, the timing of well plugging and abandonment is likely to depend on when the fields cease to produce at economically viable rates. This, in turn, will depend upon future oil and gas prices, which are inherently uncertain.

The discount rate used in the calculation of the provision as of April 3, 2018, December 31, 2017 and January 1, 2017 equaled to 5.89%, 5.93% and 4.83%, respectively.

19.3 Provision for contingencies

The Company (directly or indirectly through its joint operations) could be a party to civil, commercial, tax and labor proceedings and claims that arise in the ordinary course of its business. In determining a proper level of provision to estimate the amounts and probability of occurrence, the Company has considered its best estimate with the assistance of legal and tax advisors.

As of April 3, 2018, December 31, 2017 and January 1, 2017, the Company is involved in one claim and legal action arising in the ordinary course of business. This amount estimated as probable has been accrued for in the

F-227

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

statements of financial position within “Provisions for contingencies”. This amount was updated for interests at the reporting date. See Note 25 for additional details.

There are no individual claims or other matters, that individually or in the aggregate, have not been provisioned or disclosed by the Company, which amounts are material to the financial statements.

The Company, bearing in mind the opinion of the Company’s legal counsel, considers that the amount of provision is sufficient to afford the contingencies that may occur.

Note 20. Employee defined benefits plan obligation

The main characteristics of benefit plans granted to Company employees are detailed below.

Compensatory plan of Yacimiento Entre Lomas’s employees : All employees of the Yacimientos Entre Lomas concession, who have participated in the defined benefit plan in an uninterrupted manner and who, having joined the Company before May 31, 1995, have the required number of years of service, are eligible to receive upon retirement a certain amount according to the provisions of the plan. The benefit is based on the last computable salary and the number of years working for the Company after deducting the benefits from the Argentine pension system managed by Administración Nacional de Seguridad Social (“ANSES”). At the time of retirement, employees are entitled to receive a monthly payment at constant value, which is updated at the end of each year by the Consumer Price Index (CPI) published by the Institute of National Statistics and Census (Instituto Nacional de Estadísticas y Censos or “INDEC”) of Argentina. In case that during a certain year the variation of it exceeds 10%, the payment is adjusted provisionally once this percentage has been exceeded.

This plan requires the partners of the joint operation to contribute to a trust fund. The plan calls for a contribution to a fund exclusively by the partners of the joint operation and without any contribution by the employees. The assets of the fund are contributed to a trust fund and invested in US dollar-denominated money market instruments or fixed term deposits in order to preserve the accumulated capital and obtain a return in line with a moderate risk profile. In addition, although there is no target asset allocation for the following years, funds are mainly invested in US government bonds and treasury notes, commercial papers rated A1 or P1, AAAm-rated mutual funds and time deposits in banks rated A+ or higher in the United States of America, in accordance with the Trust Agreement dated on March 27, 2002 entered with The Bank of New York Mellon, duly amended by the Permitted Investment Letter dated on September 14, 2006. The Bank of New York Mellon is the trustee and Willis Towers Watson is the managing agent. In case there is an excess (duly certified by an independent actuary) of the funds to be used to settle the benefits granted by the plan, the Company will be entitled to choice to use it, in which case it may have to notify the trustee thereof.

F-228

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

As of the end of each reporting period, the most relevant actuarial information corresponding to the described benefit plans is the following:


	April 3, 2018
	Present value of the obligation			Fair value of plan assets			Net liability at the end of the period
Liabilities at the beginning of the period		3,244			(1,771	)		1,473
Items classified in profit or loss
Current services cost		12			—			12
Cost for interest		40			—			40
Return on plan assets		—			(7	)		(7	)
Exchange differences on translation		42			—			42
Benefit payments		(46	)		46			—
Contributions paid		—			(46	)		(46	)

At the end of period		3,292			(1,778	)		1,514


	December 31, 2017
	Present value of the obligation			Fair value of plan assets			Net liability at the end of the year
Liabilities at the beginning of the year		3,131			(1,759	)		1,372
Items classified in profit or loss
Current services cost		51			—			51
Cost for interest		153			—			153
Return on plan assets		—			(306	)		(306	)
Exchange differences on translation		(533	)		294			(239	)
Items classified in other comprehensive income
Actuarial losses (gains)		569			—			569
Benefit payments		(127	)		127			—
Contributions paid		—			(127	)		(127	)

At the end of year		3,244			(1,771	)		1,473

The fair value of the plan assets at the end of each reporting period by category, are as follows:


	April 3, 2018		December 31, 2017		January 1, 2017
Cash and cash equivalents		22		22		399
Debt instruments categorized by issuers’ credit rating:
— AAA (U.S. Treasury Notes)		1,756		1,749		1,360

Total		1,778		1,771		1,759

F-229

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)


	April 3, 2018		December 31, 2017		January 1, 2017
Less than one year		114		160		139
One to two years		162		162		138
Two to three years		200		200		138
Three to four years		210		210		177
Four to ten years		1,366		1,366		1,202

Significant actuarial assumptions used were as follows:


	April 3, 2018			December 31, 2017			January 1, 2017
Discount rate		5.00	%		5.00	%		5.00	%
Assets return rate		5.00	%		5.00	%		5.00	%
Salaries increase
Up to 35 years old		1.00	%		1.00	%		1.00	%
From 36 to 49 years old		1.00	%		1.00	%		1.00	%
More than 50 years old		1.00	%		1.00	%		1.00	%

The following sensitivity analysis shows the effect of a variation in the discount rate and salaries increase on the obligation amount.

If the discount rate would be 100 basis points higher (lower), the defined benefit obligation would decrease by 341 (increase by 411) as of April 3, 2018, decrease by 341 (increase by 411) as of December 31, 2017 and decrease by 338 (increase by 410) as of January 1, 2017.

If the expected salary growth increases (decreases) by 1%, the defined benefit obligation would increase by 154 (decrease by 141) as of April 3, 2018, increase by 154 (decrease by 141) as of December 31, 2017 and increase by 196 (decrease by 175) as of January 1, 2017.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

F-230

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Note 21. Salaries and social security payable


	April 3, 2018		December 31, 2017		January 1, 2017
Current
Salaries and social security contributions		143		108		107
Short-term employee benefits		198		214		280
Provision for gratifications and bonus		223		506		389

Total current		564		828		776

Note 22. Other taxes and royalties’ payable


	April 3, 2018		December 31, 2017		January 1, 2017
Current
Value added tax		—		2		—
Tax withholdings payable		102		160		885
Royalties		783		782		775
Turnover tax		111		85		123
Other		75		52		2

Total current		1,071		1,081		1,785

Note 23. Accounts payable and accrued liabilities


	April 3, 2018		December 31, 2017		January 1, 2017
Current
Suppliers		5,091		6,746		6,752
Customer advances		216		—		—
Accrual for invoices to be received and other accruals		19		22		755

Accounts payables		5,326		6,768		7,507
Related parties (Note 24)		—		562		446
Other creditors		1,174		434		2,564
Other		424		467		16

Accrued liabilities		1,598		1,463		3,026

Total current		6,924		8,231		10,533

Due to the short-term nature of the current payables and other payables, their carrying amount is considered to approximate their fair value.

F-231

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Note 24. Related parties transactions and balances

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/year.


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Revenue from crude oil
Petrolera Entre Lomas S.A. (Associate of current parent Company)		—		1,704
Pluspetrol S.A. (Related party of former ultimate parent of the Company)		3,830		15,432
Purchases of goods and services
Pluspetrol S.A. (Related party of former ultimate parent of the Company) ⁽¹⁾		—		(339	)
Pluspetrol Resources Corporation B.V. (Related party of former ultimate parent of the Company) ⁽²⁾		251		(1,891	)
Petrolera Entre Lomas S.A.		—		(30	)
Finance Income
Pluspetrol S.A.		—		337
Reimbursement of expenses
Pluspetrol S.A.		—		(3	)
Petrolera Entre Lomas S.A.		—		(900	)

(1)

The Company entered into a Technical assistant agreement with Pluspetrol S.A. on January 6, 2017 for a term of one year. The contract provides for the assistance regarding exploration, exploitation, marketing, transportation, industrialization, and other assistance related to the oil and gas activities so the Company can develop the activities of the oil and gas properties that the Company owns. This amount is included in “Fees and compensation for services” within the General and administrative expenses in the statement of profit or loss and other comprehensive income.

(2)

The Company celebrated a management support agreement with Pluspetrol Resources Corporation B.V. (Related party of former parent of the Company) on June 9, 2015, with an effective date from January 29, 2015 and for a term of five years unless early terminated by either party. This agreement was effective until April 3, 2018, date that was cancelled. The services provided by this contract consisted in assisting the local management team to oversee the operation, including the reporting information provided to joint operation partners and government authorities, assisting with the accounting, administrative, tax, information technology, supply chain, treasury, human resources, legal and other similar corporate services, supporting and assisting with long-term financing indebtedness and capital structure. Additionally, the contract included support to insurance, credit and risk management, mergers and acquisitions, legal assistance, planning, taxes, environmental and community affairs, portfolio strategies, among others. This amount is included in “Fees and compensation for services” within the General and administrative expenses in the statement of profit or loss and other comprehensive income.

F-232

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Key management personnel remuneration

The Branch did not have any directors nor key management employees. The Company only has a legal representative, who was not included in the Company´s payroll. The key management functions were performed by Pluspetrol Resources Corporation B.V.

Balances with related parties:


	April 3, 2018		December 31, 2017			January 1, 2017
Trade receivables
Pluspetrol S.A.(Related party of former parent of the Company)		—		1,447			1,175
Petrolera Entre Lomas S.A. (Associate of Company)		—		214			101

Total		—		1,661			1,276

Other receivables
APCO Oil & Gas International Inc.		—		—			612

Other payables
Pluspetrol S.A. (Related party of former parent of the Company)		—		(59	)		(53	)
Pluspetrol Resources Corporation B.V. (Related party of former parent of the Company)		—		(375	)		(345	)
Petrolera Entre Lomas S.A. (Associate of Company)		—		(128	)		(48	)

Total		—		(562	)		(446	)

Borrowings
Pluspetrol S.A. (Related party of former parent of the Company)		—		—			(3,978	)

Outstanding balances at the period-end/year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each period/ year-end through examining the financial position of the related party and the market in which the related party operates.

There are no other related party transactions.

Note 25. Commitment and contingencies

25.1 Claim by the tax authority of the Province of Chubut

During 2011, the Company received a claim from the Tax Authority of the province of Chubut (“D.G.R”) for an alleged failure to pay exploration tariff related to the Cañadón Ramirez concession (of which the Company was

F-233

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

an operator at that time) for the years 2009, 2010 and 2011. The Company sold its participation in this concession at the end of 2010.

The D.G.R. has argued that the concession owed additional tariff in the amount of ARS 4,384,201 (approximately 218 at the exchange rate in force as of April 3, 2018). In this determination, the D.G.R. did not consider that certain portions of the original surface of the concession area were reverted to the province during the years 2009 and 2010.

Therefore, the Company, considering the opinion of their legal counsel, considers that the claim has no basis, and that the exploration tariff originally paid was correct. However, the appeal before the Ministry of Economy and Public Credit of the Province of Chubut was rejected. Subsequently, several actions were initiated at the provincial and national levels to continue appealing the claim of the D.G.R.

In March 2015, the Company (as an Operator of the joint operation) paid the claim as a mandatory requirement to continue advancing in the judicial system. As a result, the Company filed the claim before the Superior Court of Justice of Chubut. In May 2017, said court issued a decision concluding its lack of jurisdiction, arguing that the Company had not initiated the corresponding legal challenge. As of the date of issuance of these financial statements, the aforementioned challenge action is in process and if it is resolved in favor of the Company, it will allow the subsequent action to have the fee paid returned to it. As of April 3, 2018, December 31, 2017 and January 1, 2017, the Company had not recognized any receivable.

On the other hand, in October 2014, the Provincial Government of Chubut approved the reversals to the province made by the Company in 2009 and 2010. This approval became effective in April 2013 and the DGR understood that the join operation should also pay the additional exploration fees for the years 2012 and 2013, generating another claim from the DGR.

On August 28, 2016, APCO and Roch S.A. filed a complaint challenging Provincial Decree No. 1,191/14 whereby the Governor of the Province accepted the reversion on April 23, 2013 and ordered the DGR to revalue the exploration tariffs at that date. The claim was filed with the Supreme Court of Justice of the Province of Chubut (“STJ”).

APCO and Roch S.A. requested, as a precautionary measure, the suspension of all the effects of Decree No. 1,191/14 and the aggregation of this proceeding with the one in place before the STJ for contesting the exploration tariffs for the 2009-2011 periods. The lawsuit seeks to revoke the effects of Decree No. 1,191 / 14. In the event that the STJ revokes the Decree, this resolution will have effects on the law suit initiated for the 2009-2011 tariffs, now completed, and on the administrative record for the 2012-2013 tariffs. On February 2, 2017, the requested precautionary measure was rejected, without costs.

On February 2, 2018, the Company filed a brief with the STJ requesting the resolution of the case. On March 12, 2018, the Attorney General issued his opinion, under which he considers that the claim must be rejected. As of the date of these financial statements, the Company is awaiting resolution of this matter.

As of April 3, 2018, December 31, 2017 and January 1, 2017, the amounts corresponding to this claim amounted to ARS 2,814 thousands (US$ 140), ARS 2,814 thousands (US$ 151) and ARS 2,381 thousands (US$ 150), respectively, for the year 2012, and ARS 429 thousands (US$ 22), ARS 429 thousands (US$ 23) and

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

ARS 351 thousands (US$ 22), respectively, for the year 2013. The amount of the provision corresponding to the Company’s participation in the former joint operation amounts to ARS 2,032 thousands (US$ 101), ARS 2,032 thousands (US$ 109) and ARS 1,712 thousands (US$ 107) as of April 3, 2018, December 31, 2017 and January 1, 2017, respectively. This provision is recognized in the caption Provisions of the Statement of Financial Position.

The Company is discussing this claim in administrative jurisdiction and maintains its right to request the refund of the amount paid, in case of success in the appeals initiated.

25.2 Asociación de Superficiarios de la Patagonia (ASSUPA)

On July 1, 2004, the Company was notified about a complaint filed against it. In August 2003, ASSUPA sued 18 companies operating exploitation concessions and exploration permits in the Neuquén Basin, including the Company, claiming the remediation of the general environmental damage purportedly caused in the performance of such activities, in addition to the establishment of an environmental restoration fund, and the implementation of measures to prevent environmental damages in the future. The plaintiff requested that the Argentine Government, the Federal Environmental Council (Consejo Federal de Medio Ambiente), the Provinces of Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza and the Ombudsman of the Nation be summoned. It requested, as a preliminary injunction, that the defendants refrain from carrying out activities affecting the environment. Both the Ombudsman’s summons as well as the requested preliminary injunction were rejected by the Supreme Court of Justice of Argentina (“CSJN”). The Company has answered the demand requesting its rejection, opposing failure of the plaintiff. The CSJN gave the plaintiffs a term to correct the defects in the complaint. On August 26, 2008, the CSJN decided that such defects had already been corrected and on February 23, 2009, ordered that certain provinces, the Argentine Government and the Federal Environmental Council be summoned. Therefore, pending issues were deferred until all third parties involved appeared before the court. As of the date of issuance of these financial statements, the provinces of Río Negro, Buenos Aires, Neuquén, Mendoza, and the Argentine government have made their presentations, which are not available to the Company yet. The Provinces of Neuquén and La Pampa have claimed lack of jurisdiction, which was answered by the plaintiff.

On December 30, 2014, the CSJN issued two interlocutory judgments. The one related to the Company supported the claim of the Provinces of Neuquén and La Pampa, and declared that all environmental damages related to local and provincial situations were outside the scope of its original jurisdiction, and that only “inter-jurisdictional situations” (such as the Colorado River basin) would fall under its jurisdiction. The Court also rejected precautionary measures and other proceedings related to such request.

The Company, considering the opinion of the Company´s legal counsel, concluded that it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation and consequently did not book any provision related to this proceeding.

Note 26. Leases — Operating leases — As lessee

The Company has entered into operating leases for motor vehicles and machinery. These leases have an average life of 3 years, with renewal terms at the option of the lessee, whereby the Company can extend at lease terms based on market prices at the time of renewal. There are no restrictions placed upon the Company as a result of

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

entering into these leases. The features that these assignments of use have in common are that payments (installments) are established as fixed amounts; there are neither purchase option clauses; and there are prohibitions such as: transferring or sub-leasing the motor vehicles and machinery, changing its use and/or making any kind of modifications thereto.

As of April 3, 2018, December 31, 2017 and January 1, 2017 future minimum payments with respect to non-cancellable operating leases of use are as follow:


	April 3, 2018		December 31, 2017		January 1, 2017
2017		—		—		193
2018		3		34		34
2019		2		3		3

Total future minimum lease payments		5		37		230

Total expenses for operating leases of use for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 were 32 and 193, respectively.

Note 27. Operations in hydrocarbon joint operations

27.1 General considerations

The Company is jointly and severally liable with the other participants for meeting the contractual obligations under these arrangements.

The production areas in Argentina are operated pursuant to concession production agreements with free hydrocarbons availability.

In the event of an extension, the payment of an additional royalty of up to 3% will be applicable at the time of the first extension. The rate of royalty for first extension will be 15%. For the following extensions, the royalties will be increased to a maximum of 18%.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

27.2 Oil and gas properties and participation in joint-operations

As of April 3, 2018, December 31, 2017 and January 1, 2017, the Company is part of the joint operations and consortia for the exploration and production of oil and gas as indicated below:


Name	Location	Direct working interest	Operator	Duration Up To
Bajada del Palo	Neuquén	23.00%	PELSA	2025
Entre Lomas	Río Negro and Neuquén	23.00%	PELSA	2026
Agua Amarga	Río Negro	23.00%	PELSA	2034/2040
Coirón Amargo Sur Oeste	Neuquén	45%	O&G Development Ltd. S.A.	2018 ⁽¹⁾
Coirón Amargo Norte	Neuquén	61.11% (55% ⁽²⁾ )	APCO Branch	2036
Acambuco	Salta	1.5%	Pan American Energy	2034/2040
Sur Río Deseado Este I	Santa Cruz	16.94%	Roch ⁽³⁾	2021
Sur Río Deseado Este II	Santa Cruz	44%	Roch ⁽⁴⁾	2021

(1)	As of the date of these financial statements, the joint operators are in the process of extension of this concession agreement.

(2)	As of January 1, 2017 (Note 27.3.1).

(3)	During April 2018, the operator changed to Pentanova Energy.

(4)	During April 2018, the operator changed to Quintana E&P Argentina S.R.L.

Summarized financial information in respect of the Company’s material joint operations is set out below. The summarized financial information below represents amounts prepared in accordance with IFRSs adjusted by the Company for accounting purposes at the working interest of the Company.


	April 3, 2018		December 31, 2017		January 1, 2017
Assets
Non-current assets		67,505		76,776		90,930
Current assets		15,014		7,152		17,011

Liabilities
Non-current liabilities		6,998		6,945		6,209
Current liabilities		8,338		9,794		11,666

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
Cost of revenues		(16,054	)		(62,300	)
Selling expenses		(773	)		(3,143	)
General and administrative expenses		(561	)		(1,412	)
Exploration expenses		(26	)		(148	)
Other operating income and expenses, net		306			(6,796	)
Financial results, net		77			(577	)

Total costs and expenses for the period/year		(17,031	)		(74,376	)

27.3 New concession and changes in working interest in oil and gas properties

27.3.1 Coirón Amargo Sur Oeste y Coirón Amargo Norte oil and gas properties

Coirón Amargo Joint arrangement (“CA”) had an exploitation concession in the North Area (“Coirón Amargo Norte”) and an evaluation field in the South Area (“Coirón Amargo South”), effective until the year 2036 and 2018, respectively.

CA changed its denomination to CAN. CAN join operators are the Company with 55% of working interest, Madalena Ventures Inc. Argentina Branch (“Madalena”) with 35% of working interest and Gas y Petróleo de Neuquén S.A. (“GyP”) with the remaining 10%. The Branch is the operator since that date. The expiration date of the exploitation concession remains in 2036.

Additionally, the CASO joint operation was established and the joint partners are the Company with 45% of working interest, O&G Developments Ltd. S.A. with a 45% working interest and Gas y Petróleo de Neuquén S.A. with the remaining 10%. O&G Developments Ltd. S.A. is the designated operator and the expiration date is June 30, 2018 (see additionally Note 29.2), according to the MEyRN resolution N° 032/2018 dated March 2, 2018.

The Company decided not to participate in the CASE join operation.

The province of Neuquén issued Decree N° 1,363, published in the Official Gazette on October 7, 2016, approving this arrangement. The joint arrangement CA (whose continuation is the joint arrangement CAN) established that all the disbursements in terms of expenses and investments that were incurred during the exploratory stage until the field was declared commercially exploitable, were contributed, at exclusive risk, by the partners, with the exception of GyP, and in no case GyP has to reimburse the rest of the partners of the joint operation, such expenses and investments. Therefore, they were recognized by the Company in the proportion in which they were financed.

F-238

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The rest of the partners make the contribution corresponding to the participation of GyP in the joint arrangement (10%) during the exploitation stage. These partners will recover the receivable, without interest, by withholding a percentage of the net income that it would be appropriate for GyP to receive from the sale of the hydrocarbons proportional to its participation. The UTE operator will make said retention. As of January 1, 2017, the Company recognized a receivable regarding this financing provided to GyP of 3,718, presented in “Current — Other receivable”, in the line item “Expenses to be recovered”.

On December 28, 2017, the partners of the joint arrangement CAN signed an Operating Committee Minute whereby they approved the implementation of the “Carry Petrolero” retroactive to September 1, 2017. Consequently, the parties agreed that the contributions made and to be made in the future be recognized as greater assets and / or expenses, as appropriate, for the Company and Madalena in terms of the amounts actually disbursed by them, regardless of the contractual participation percentages.

Consequently, the Company acquired the net assets that GyP owned in the joint operation CAN for a value of 3,123 corresponding to the other receivable that the Company had with GyP, detailed above, as of September 1, 2017, which proceeded to be derecognized. Given that the carrying amount of these assets as of the date of acquisition amounted to 1,964, the Company recognized the difference of 1,159 as Mineral Property.

Consequently, as of September 1, 2017, the Company proceeded to include its participation in this joint operation as 61.11%, which is comprised of its contractual share of 55% plus the incremental participation acquired from GyP, of 6.11%.

27.3.2 Entre Lomas Area oil and gas property

Entre Lomas joint operation partners are the Company and Vista Argentina S.A. (formerly Petrolera Entre Lomas S.A.) (“Vista Argentina”) with a working interest of 23% and 77 %, respectively. Vista Argentina is the operator and the joint operation participates in the concession for the exploitation of hydrocarbons in the Entre Lomas area, located in the provinces of Río Negro and Neuquén. The concession contract, renegotiated in 1991 and 1994, granted the availability of crude oil and natural gas produced, and determined the term of the concession until January 21, 2016.

The Entre Lomas concession had a primary term of 25 years that expired in the year 2016 with an option to extend for an additional ten-year period with the consent of the government. In 2009, the Neuquén provincial government negotiated and granted ten-year extension periods with various companies. In third-quarter 2009, the concession contract for the portion of the Entre Lomas concession located in the Neuquén province was extended to January 2026. This extension agreement does not apply to the portion of the Entre Lomas concession located in Río Negro province that was negotiated separately.

In the third quarter of 2009, the province of Neuquén agreed to extend the concession terms of the Entre Lomas and Bajada del Palo concessions for additional ten-year periods. Pursuant to the extension agreement, Apco and its partners at the time agreed to spend ARS 237 million (ARS 54.5 million net to the Branch’s direct working interest) for future exploitation and exploration activities in that portion of Entre Lomas located in Neuquén province and Bajada del Palo over a 17 year period. Provincial production taxes were increased from the previous rate of 12 percent to 15 percent and could increase up to a maximum of 18 percent depending on future increases in product price realizations.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The joint operators reached a renegotiation agreement with the Province of Río Negro for the concession of the Entre Lomas Area, signed on December 9, 2014, approved by Provincial Decree No. 1,706 / 2014 and ratified by the Honorable Provincial Legislature in its session of December 30, 2014. Through this agreement the joint operators agreed to extend the Entre Lomas Area Concession until January 2026, committing, among other conditions, the payment of a Fixed Bond and a Contribution to Social Development and Institutional Strengthening, the complementary contribution equivalent to 3% of oil and gas production and an important plan for the development and exploration of reserves and resources, and environmental remediation.

27.3.3 Bajada del Palo oil and gas property

Bajada del Palo joint operation partners are the Company and Vista Argentina with a working interest of 23% and 77 %, respectively. Vista Argentina is the operator.

Bajada del Palo joint operation is the concessionaire of the hydrocarbons exploitation Bajada del Palo, located in the province of Neuquén. This concession was extended until September 7, 2015.

Law 26,197 of Hydrocarbons, published on January 5, 2007, that modified Law 17,319, provides the legal framework for the provinces to assume the jurisdiction that corresponds to the exercise of the original domain and the administration of the hydrocarbon deposits in their respective territories. Given this power, the Province of Neuquén called to renegotiate the extension of the concessions. On July 23, 2009, the Province of Neuquén notified PELSA and the Company of Provincial Decree No. 1,117 / 09 granting the extension for 10 years of the operating concession of the Entre Lomas area, for the portion of the territory corresponding to said province, and the Bajada del Palo area.

27.3.4 Agua Amarga oil and gas property

Agua Amarga joint operation partners are the Company and Vista Argentina, with a working interest of 23%, 77%, respectively. Vista Argentina is the operator.

In 2007, the joint operators obtained the exploration permit on the Agua Amarga Area located in the Province of Río Negro. Provincial Decree 557/07 and the signing of the respective contract on May 17 of the same year formalized the agreement. Based on the results of the exploration carried out in the Agua Amarga Area, the Province of Río Negro granted the Concession of Exploitation of the Charco del Palenque field, on October 28, 2009, by means of the Provincial Decree N ° 874 and its rectification No. 922, dated November 13, 2009, for exploitation for a term of 25 years.

The application authority of the Province of Río Negro accepted the inclusion of the “Meseta Filosa” sector to the concession previously granted by Charco del Palenque, through Provincial Decree N° 1,665 dated November 8, 2011, published in the Official Gazette N° 4,991 of December 1, 2011.

F-240

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Both Decrees were published in Official Gazette N° 5,381 of August 17, 2015, whereby the Agua Amarga Exploration Area is divided into the two exploitation concessions mentioned.

The exploitation concession Charco del Palenque is effective until 2034 and the exploitation concession Jarilla Quemada is effective until 2040.

27.4 Investment Commitment

As of April 3, 2018 and December 31, 2017, the Company through its working interest in Entre Lomas oil and gas property committed with the Province of Río Negro to drill and complete 12 development wells, 2 step-out wells and 1 exploration well, during the period of 2018 to 2020. The Company best estimate of the cost to fulfil this commitment is U.S. Dollars 31.5 million (U.S. Dollars 7.2 million at the Company´s working interest). In addition, the Company through its working interest in Entre Lomas oil and gas property committed to perform 21 well workovers and abandon 4 wells, in the Entre Lomas oil and gas property, during the period of 2018 to 2020. The Company best estimate of the cost to fulfil this commitment is U.S. Dollars 11.3 million (U.S. Dollars 2.6 million at the Company´s working interest). Such investment activities were related to the 23% working interest that the Company had in the Entre Lomas property. Of the aforementioned activities, 3 development wells were pending commitments from 2017 (additionally, see Note 29.3).

Note 28. Tax reform in Argentina

28.1 Income tax

28.1.1. Income tax rate

The effect of the application of the income tax rate changes on deferred tax assets and liabilities pursuant to the above-mentioned tax reform was recognized, based on their expected realization year, in “Effect of statutory income tax rate change in deferred income tax” under Income tax of the Statement of profit or loss and other comprehensive income (Note 13).

28.1.2. Tax on dividends

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

28.1.3. Transfer prices

Controls are established for the import and export of goods through international intermediaries different from the exporter at the point of origin or the importer at destination.

28.1.4. Tax and accounting revaluation

The Act provides that Companies may opt to make a tax revaluation of assets located in Argentina and subject to the generation of taxable earnings. The special tax on the revaluation amount depends on the asset, and will amount to 8% for real estate not accounted for as inventories, 15% for real estate accounted for as inventories, and 10 % for personal property and other assets. Once the option is exercised for a certain asset, all assets within the same category should be revalued. The tax result from the revaluation will not be subject to income tax, and the special tax on the amount of the revaluation will not be deductible from such tax.

The Company is currently analyzing the impact of the above-mentioned option.

28.1.5. Adjustment

The adjustment of acquisitions or investments made in fiscal years beginning as from January 1, 2018 will increase the deductible depreciation and its computable cost in case of sale.

On 4 December 2018, Argentina enacted Law 27,468 which modifies the inflationary adjustment rules for income tax purposes. The new rules change the index used for purposes of measuring inflation, and also modify the parameters that need to be verified to trigger an adjustment.

The inflation adjustment for tax purposes will now be based on the Consumer Price Index (IPC), and an adjustment will only be triggered for tax years 2018, 2019 and 2020 if the index exceeds 55%, 30% and 15% respectively.

According to that, in principle, the inflation adjustment will not apply to 2018 because the index is not expected to exceed 55%.

In addition, Law 27,468 states that the resulting negative or positive inflation adjustment, corresponding to the first, second or third tax year beginning 1 January 2018, must be allocated 1/3 to the tax year for which the adjustment is calculated and the remaining 2/3, in equal parts, to the following two tax years.

F-242

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

28.2 Value-added tax

Reimbursement of favorable balances from investments.

28.3 Fuel tax

Note 29. Events after the reporting period

The Company has evaluated events subsequent to April 3, 2018 to assess the need for potential recognition or disclosure in these financial statements. The Company assessed such events until January 23, 2019, the date these financial statements were available to be issued. Based on this evaluation, it was determined that there were no subsequent events requiring recognition or disclosure in the financial statements except for the following matters:

29.1 Natural Gas Surplus Injection Promotion Program for Companies with Reduced Injection (the “IR Program”)

On May 2, 2018, the Company filed with the MEyM the adhesion form, stating its consent and acceptance of the terms and scope of the Resolution No. 97/18 (See note 1.2.2.1). The balances outstanding as of April 3, 2018, subject to this settlement, amount to ARS 88,552 (equivalent to 4,393). The settlement procedure foreseen by such Resolution establishes that the amounts will be paid in US dollars in thirty equal monthly and consecutive installments beginning January 1, 2019.

29.2 Acquisition of Oil and gas properties in Argentina — Águila Mora

On August 22, 2018, APCO Argentina Branch entered into a cross assignment of rights agreement, the Aguila Mora Swap Agreement, whereby: (i) APCO Argentina Branch assigned to O&G, a fully owned subsidiary of Royal Dutch Shell plc (“Shell”), a 35% non-operated working interest in the CASO block, (ii) O&G assigned to APCO Argentina Branch a 90% operated working interest in the Águila Mora block, plus a US$10 million contribution for the upgrade of an existing water infrastructure for the benefit of the operations of Shell and Vista. The Aguila Mora Swap Agreement was subject to the government of the Province of Neuquén approvals which was obtained on November 30, 2018. Therefore, as of such date, Vista retained a 10% working interest in the CASO block, and held a 90% working interest in the Águila Mora block, becoming the operator of the latter pursuant to the Aguila Mora Swap Agreement. The Aguila Mora Swap Agreement is subject to approval by the Argentine antitrust authorities, and such approval is pending as of the date of issuance of these financial statements. The Aguila Mora Swap Agreement provides that in the event approval by the Argentine antitrust authorities is conditioned on the divestment by any of the acquiring parties of one or more properties, the transferring party shall not be liable for such divestment. Should the acquiring party elect to divest the transferred interests or any portion thereof in response to any Argentine antitrust authority’s instruction, the transferring party agrees that any preferential right or right of first refusal provided for in the relevant agreement shall not be

F-243

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

applicable to such divestment; provided that the acquiring party shall grant to the transferring party a ten (10) day period during which acquiring party shall negotiate exclusively with the transferring party for the sale of the transferred interest prior to the marketing of the transferred interests to third parties.

Located in the province of Neuquén, AM is an oil and gas property with an exploratory permit until September 2019, which is found in the shale oil window of the Vaca Muerta formation, with an area of approximately 23,000 acres. CASO is an unconventional exploitation concession of hydrocarbons with an area of approximately 16,000 acres, also located in the province of Neuquén in the shale oil window of Vaca Muerta.

Due to the recent of this acquisition, the initial accounting has not been completed at the issuance date of these financial statements, hence, the required information for the assets acquired and liabilities assumed, the fair value of the consideration transfer, as well as other additional information derived from this acquisition is not disclosed.

29.3 Acquisition of unconventional concessions on the Bajada del Palo oil and gas property

The Branch entered into with the Undersecretariat of Energy, Mining and Hydrocarbons of the Province of Neuquén, Argentina, an Investment Agreement for the sub-division of the Bajada del Palo oil and gas property and the granting of an unconventional exploitation concession for the Bajada del Palo Oeste area and a unconventional exploitation concession for the Bajada del Palo Este area (the “Agreement”). The two concessions referred to in the Agreement are for a term of 35 years, include the payment of fixed royalties of 12% for new production from the shale (shale rock) formations, and upon entering into force they will replace the concession of conventional exploitation of the Bajada del Palo area that the Company currently maintains.

The Agreement, and therefore the non-conventional exploitation concessions on the Bajada del Palo Oeste and Bajada del Palo Este areas, will become effective upon the issuance of a Governor’s Decree of the Province of Neuquén approving and ratifying the Agreement.

Upon notification of the Decree that approves the Agreement, the two unconventional exploitation concessions will become effective, the conventional exploitation concession currently held by the Company in the same area will be terminated, and Vista will be committed to carry forward the following investments (i) regarding the area of Bajada del Palo Oeste, with an area of 62,640 acres, drill eight horizontal wells with a total investment amount of approximately 105,600 to be carried out within 18 months counted from the date of such notification; and (ii) with respect to the area of Bajada del Palo Este, with an area of 48,850 acres, drill five horizontal wells, with a total investment amount of approximately 51,800 to be made within 36 months from the date of such notification.

Pursuant to the Agreement, once it becomes effective and pursuant to applicable law, The Branch must pay the Province of Neuquén the following concepts in the framework of the granting of unconventional exploitation concessions for both areas: (i) exploitation bonus for a total of approximately 1,167, (ii) Infrastructure Bond for a total of approximately 2,796; and (iii) in terms of Corporate Social Responsibility, an amount of approximately 3,935. Likewise, The Branch must pay the amount of approximately 1,102 as stamp tax.

On December 21, 2018, the Governor’s Decree of the Province of Neuquén that approves and ratifies the terms of said Agreed Minut was issued and notified to Apco.

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APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

29.4 APCO Argentina Branch (currently APCO Oil & Gas S.A.U.)

On October 31, 2018, the Public Registry of the Autonomous City of Buenos Aires registered the re-domiciliation of APCO International from the Cayman Islands to Argentina and its change of name to “APCO Oil & Gas S.A.U.” As a result, with effects as of such date, (i) APCO International was registered as an Argentine entity; (ii) “APCO Oil & Gas S.A.U.” continues APCO International’s activity in Argentina; and (iii) the registration of APCO Argentina Branch before the Public Registry was canceled and the entity ceased to exist. Further, as of the date of issuance of these financial statements, Vista Holding I, APCO Oil & Gas S.A.U. and APCO Argentina held a 35.21%, 62.29% and 2.5% ownership interest, respectively, in Vista Argentina (formerly PELSA, Vista’s predecessor) pursuant to a capital increase.

30. SUPPLEMENTAL OIL AND GAS RESERVES INFORMATION (UNAUDITED)

The following information on oil and gas activities has been prepared in accordance with the methodology prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 932 “Extractive Activities — Oil and Gas”, as amended by Accounting Standards Update (“ASU”) 2010 - 03 “Oil and Gas Reserves, Estimation and Disclosures”, issued by FASB in January 2010 in order to align the current estimation and disclosure requirements with the requirements set in the SEC final rules and interpretations, published on December 31, 2008. This information includes the Company’s oil and gas production activities carried out in Argentina.

Costs incurred

The following table presents those costs capitalized as well as expensed that were incurred during the period from January 1, 2018 to April 3, 2018 and the year ended as of December 31, 2017. The acquisition of properties includes the cost of acquisition of proved or unproved oil and gas properties. Exploration costs include costs necessary for retaining undeveloped properties, seismic acquisition cost, seismic data interpretation, geological modeling, exploration well drilling costs and testing of drilled wells. Development costs include drilling costs and equipment for development wells, the construction of facilities for extraction, treatment and storage of hydrocarbons and all necessary costs to maintain facilities for the existing developed reserves.


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
Acquisition of properties
Proved		—			(4,418	)
Unproved		—			—

Total property acquisition		—			(4,418	)
Exploration		(26	)		(148	)
Development		(1,311	)		(9,868	)

Total costs incurred		(1,337	)		(14,434	)

There are no APCO’s share in equity method investees’s costs incurred during the periods/year above mentioned.

F-245

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

Capitalized costs

The following table presents the capitalized costs as of December 31, 2017 and January 1, 2017, for proved and unproved oil and gas properties, and the related accumulated depreciation as of those dates.


	December 31, 2017			January 1, 2017
Proved properties ⁽¹⁾
Equipment, camps and other facilities		3,523			3,550
Mineral property and wells		244,134			230,430
Other uncompleted projects		1,728			1,321
Unproved properties		—			—

Gross capitalized costs		249,385			235,301
Accumulated depreciation		(175,657	)		(153,712	)

Total net capitalized costs		73,728			81,589

(2)	Includes capitalized amounts related to assets retirement obligations and impairment loss / recovery.

There are no APCO´s share in equity method investees’s capitalized costs during the periods/years above mentioned.

Results of operations

The breakdown of results of the operations shown below summarizes revenues and expenses directly associated with oil and gas producing activities for the periods from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017. Income tax for the periods presented was calculated utilizing the statutory tax rates.


	For the period from January 1, 2018 through April 3, 2018			For the year ended December 31, 2017
Revenue		17,690			66,059
Surplus Gas Injection Compensation		350			4,845

	18,040			70,904
Production costs, excluding depreciation
Operating costs and others		(6,868	)		(32,261	)
Royalties		(2,909	)		(11,371	)

Total production costs		(9,777	)		(43,632	)
Exploration expenses		(26	)		(148	)
Impairment loss of PP&E		(435	)		(1,080	)
Unwinding of discount on asset retirement obligation		(86	)		(287	)
Depreciation, depletion and amortization		(5,614	)		(18,506	)

Results of operations before income tax		2,102			7,251
Income tax		(631	)		(2,538	)

Results of oil and gas operations		1,471			4,713

F-246

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

There is no APCO’s share in equity method investee’s results of operations during the period/year abovementioned.

Estimated Quantities of Proved Oil and Gas Reserves

Gaffney, Cline & Associates did carry out a reserves audit for the all the properties according with Rule 4-10 of Regulation S-X, promulgated by the SEC, and in accordance with the oil and gas reserves disclosure provisions of ASC Topic 932 of the FASB. The information related to the hydrocarbon reserves included in the following sections refers to such properties.

Estimated oil and gas reserves

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. In some cases, substantial investments in new wells and related facilities may be required to recover proved reserves.

The Company believes that its estimates of remaining proved recoverable oil and gas reserve volumes are reasonable and such estimates have been prepared in accordance with the SEC rules and ASC 932, as amended. Accordingly, crude oil prices used to determine proved reserves were the average price during the 12-month period prior to the ending date of April 3, 2018, December 31, 2017 and January 1, 2017 report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such periods. Additionally, since there are no benchmark market natural gas prices available in Argentina, APCO used average realized gas prices during the year to determine its gas reserves.

The Company’s proved reserves estimation as of December 31, 2017 and January 1, 2017 was audited by Gaffney, Cline & Associates. Gaffney, Cline & Associates is an independent petroleum engineering consulting firm. The independent audit covered the estimated reserves located in the areas operated by Vista Oil & Gas Argentina S.A. (formerly Petrolera Entre Lomas S.A.) Gaffney, Cline & Associates audited the proved oil and natural gas reserve estimates in accordance with Rule 4-10 of Regulation S-X, promulgated by the SEC, and in accordance with the oil and gas reserves disclosure provisions of ASC Topic 932 of the FASB. We provided all information required during the course of the audit process to Gaffney, Cline & Associates’ satisfaction.

Royalties payable to Provinces have not been deducted from reported proved reserves. Gas includes Gas Sales and Consumption.

F-247

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The following table sets forth the estimated liquids (including crude oil, condensate and natural gas liquids) and natural gas proved reserves as of April 3, 2018, December 31, 2017 and January 1, 2017.


	Reserves as of April 3, 2018
	Crude oil, condensate and natural gas liquids		Natural Gas		Total
	(millions of barrels)		(billion cubic feet)		(millions of equivalent barrels)
Reserves category
PROVED Developed		3.6		17.9		6.8
PROVED Undeveloped		0.8		5.5		1.8

Total proved reserves (developed and undeveloped)		4.4		23.4		8.6


	Reserves of December 31, 2017
	Crude oil, condensate and natural gas liquids		Natural Gas		Total
	(millions of barrels)		(billion cubic feet)		(millions of equivalent barrels)
Reserves category
PROVED Developed		4.0		19.2		7.4
PROVED Undeveloped		0.8		5.5		1.8

Total proved reserves (developed and undeveloped)		4.8		24.7		9.2


	Reserves of January 1, 2017
	Crude oil, condensate and natural gas liquids		Natural Gas		Total
	(millions of barrels)		(billion cubic feet)		(millions of equivalent barrels)
Reserves category
PROVED Developed		5.3		20.6		9.0
PROVED Undeveloped		1.2		3.8		1.9

Total proved reserves (developed and undeveloped)		6.5		24.4		10.9

F-248

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The following table sets forth the reconciliation of the Company’s reserves data between January 1, 2017 and December 31, 2017:


	Crude oil, condensate and natural gas liquids ⁽¹⁾			Consumption plus sales Natural Gas ⁽²⁾			Total
	(millions of barrels)			(billion cubic feet)			(millions of equivalent barrels) ⁽²⁾
Proved reserves (developed and undeveloped)
Proved developed reserves at January 1, 2017		5.3			20.6			9.0
Proved undeveloped reserves at January 1, 2017		1.2			3.8			1.9
Beginning of year — January 1, 2017		6.5			24.4			10.9
Increase (decrease) attributable to:		—			—			—
Revisions of previous estimates ⁽³⁾		(0.7	)		4.1			—
Extension and discoveries		—			—			—
Purchases of proved reserves in place		—			—			—
Production		(1.0	)		(3.8	)		(1.7	)

Reserves as of December 31, 2017		4.8			24.7			9.2
Proved developed reserves at December 31, 2017		4.0			19.2			7.4
Proved undeveloped reserves at December 31, 2017		0.8			5.5			1.8

(1)

Liquids volumes are reported in million barrels (MMBbl) and sales gas volumes are reported in million Standard Cubic Feet (MMSCF) at standard conditions of 14.7 psia and 60 degrees Fahrenheit. The total liquid equivalent volume is reported in million barrels of oil equivalent (MMBOe), with gas being converted assuming 5,615 SCF of gas is equal to one Bbl liquids. Natural gas consumption represents 30.0% of natural gas volumes reported. Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 6.7% and 8.1% of our proved developed and undeveloped reserves as of January 1, 2017 and December 31, 2017, respectively.

(2)	Natural gas consumption represented 30.1% of total natural gas reserves (consumption plus natural gas sales) as of January 1, 2017, and 27.2% as of December 31, 2017.

(3)	Due to better/(worst) expected well performance.

F-249

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The following table sets forth the reconciliation of the Company’s reserves data between December 31, 2017 and April 3, 2018:


	Crude oil, condensate and natural gas liquids ⁽¹⁾			Consumption plus sales Natural Gas ⁽²⁾			Total
	(millions of barrels)			(billion cubic feet)			(millions of equivalent barrels) ⁽¹⁾
Proved reserves (developed and undeveloped)
Proved developed reserves at January 1, 2018		4.0			19.2			7.4
Proved undeveloped reserves at January 1, 2018		0.8			5.5			1.8
Beginning of period — January 1, 2018		4.8			24.7			9.2
Increase (decrease) attributable to:		—			—			—
Revisions of previous estimates		—			—			—
Extension and discoveries		—			—			—
Purchases of proved reserves in place		—			—			—
Production		(0.2	)		(1.2	)		(0.4	)

Reserves as of April 3, 2018		4.6			23.5			8.7
Proved developed reserves at April 3, 2018		3.8			17.9			7.0
Proved undeveloped reserves at April 3, 2018		0.8			5.5			1.7

(1)

Liquids volumes are reported in million barrels (MMBbl) and sales gas volumes are reported in million Standard Cubic Feet (MMSCF) at standard conditions of 14.7 psia and 60 degrees Fahrenheit. The total liquid equivalent volume is reported in million barrels of oil equivalent (MMBOe), with gas being converted assuming 5,615 SCF of gas is equal to one Bbl liquids. Natural gas consumption represents 30.0% of natural gas volumes reported (on fields average). Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 8.1% of our proved developed and undeveloped reserves as of both January 1, 2018 and April 3, 2018, respectively.

(2)	Natural gas consumption represented 27.2% of total natural gas reserves (consumption plus natural gas sales) as of both January 1, 2018 and April 3, 2018.

There is no APCO’s share in equity method investee’s reserves at April 3, 2018, December 31, 2017 and January 1, 2017.

Standardized Measure of Discounted Future Net Cash Flows

The following table discloses estimated future cash flows from future production of proved developed and undeveloped reserves of crude oil, condensate, natural gas liquids and natural gas. As prescribed by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (ASC) relating to Extractive Activities—Oil and Gas (formerly SFAS no. 69 Disclosures about Oil and Gas Producing Activities), such future net cash flows were estimated using the twelve-month average of the first-day-of-the-month reference prices as adjusted for location and quality differentials. Future development and abandonment costs include estimated drilling costs, development and exploitation installations and abandonment costs. These future development costs were estimated based on evaluations made by PAMPA and the operator of each of the areas. The future income tax was calculated by applying the statutory tax rates in effect in Argentina, in each period.

F-250

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

this information does not include, among other items, the effect of future changes in prices costs and tax rates, which past experience indicates that are likely to occur, as well as the effect of future cash flows from reserves which have not yet been classified as proved reserves, of a discount factor more representative of the value of money over the lapse of time and of the risks inherent to the production of oil and gas. These future changes may have a significant impact on the future net cash flows disclosed bellow. For all these reasons, this information does not necessarily indicate the perception the Company has on the discounted future net cash flows from the reserve of hydrocarbons.

Information with respect to the standardized measure of discounted future net cash flows relating to proved reserves is summarized below.


Million US$	April 3, 2018			December 31, 2017			January 1, 2017
Future cash inflows		314			330			482
Future production costs		(235	)		(238	)		(299	)
Future development and abandonment costs		(38	)		(38	)		(56	)
Future income tax		(3	)		(6	))		(33	)

Undiscounted future net cash flows		38			48			94
10% annual discount		(10	)		(10	)		(24	)

Standardized measure of discounted future net cash flows		28			38			70

The Standardized Measure of Discounted Future Net Cash Flows (discounted at 10%) from production of proved reserves was developed as follows:

(1)	An estimate was made of the quantity of proved reserves and the future periods in which they are expected to be produced based on year-end economic conditions.

(2)	The future gross revenue streams were reduced by estimated future operating costs and future development and abandonment costs, all of which were based on current costs in effect as of December 31 of the year presented and held constant throughout the life of the Properties.

There is no APCO’s share in equity method investees’ standardized measure of discounted future net cash flows during the period ended April 3, 2018, year ended December 31, 2018, and at January 1, 2017.

Changes in the standardized measure of discounted future net cash flows

The data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reservessince the computations involve significant estimates and judgments. The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates of demand and governmental control. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts above. Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitations inherent therein.

F-251

APCO OIL AND GAS INTERNATIONAL INC. ARGENTINA BRANCH

NOTES TO THE FINANCIAL STATEMENTS AS OF APRIL 3, 2018, DECEMBER 31, 2017 AND JANUARY 1, 2017 AND FOR THE PERIOD FROM JANUARY 1, 2018 TO APRIL 3, 2018

AND FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands of U.S. Dollars, unless otherwise specified)

The following summarizes the principal sources of change in the standardized measure of discounted future net cash flows:


Million US$	For the year ended December 31, 2017
Standardized measure of discounted future net cash flows at beginning of year		70
Net change in sales prices and production costs related to future production ⁽¹⁾		(56	)
Net change in estimated future development costs		1
Net change due to revisions in quantity estimates		(2	)
Accretion of discount		8
Changes in production rates (timing) and other		(4	)
Sales of crude oil, NGLs and natural gas produced, net of production costs		(22	)
Previously estimated development costs incurred		15
Net change in income tax ⁽²⁾		22

Change in Standardized measure of discounted future net cash flows of the year		(32	)

Standardized measure of discounted future net cash flows at end of year		38

(1)	Mainly driven by a decrease in prevailing oil prices that reduce from 64.2 US$/bbl by year end 2016 to 54.22 US$/bbl by year end 2017.

(2)

Due to a change in income tax rate which was introduced by the above-mentioned tax reform and reduction of expected cash inflows in year end 2017. Said tax reform reduces the income tax for Argentine companies for undistributed earnings from 35% to 30% for fiscal years beginning as from January 1, 2018 until December 31, 2019, and to 25% for fiscal years beginning as from January 1, 2020.


Million US$	For the period ended April 3, 2018
Standardized measure of discounted future net cash flows at beginning of year		38
Net change in sales prices and production costs related to future production		—
Net change in estimated future development costs		—
Net change due to revisions in quantity estimates		—
Accretion of discount		—
Changes in production rates (timing) and other		(2)
Sales of crude oil, NGLs and natural gas produced, net of production costs		(8)
Previously estimated development costs incurred		—
Net change in income tax		—

Change in Standardized measure of discounted future net cash flows of the year		(8)

Standardized measure of discounted future net cash flows at end of year		28

F-252

Report of Independent Auditors

To the Board of Directors of Vista Oil & Gas Argentina S.A.,

We have audited the accompanying Combined Abbreviated Statements of Revenues and Direct Operating Expenses of Jagüel de los Machos and 25 de Mayo – Medanito SE (“the Properties”) for the period from January 1st, 2018 to April 3rd, 2018 and the related notes to the combined abbreviated financial statements (the “Combined Abbreviated Statements”).

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these Combined Abbreviated Statements in conformity with generally accepted accounting principles in the United States; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined abbreviated statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Combined Abbreviated Statements of Revenues and Direct Operating Expenses referred to above present fairly, in all material respects, the revenues and direct operating expenses, as described in Note 1, of the Properties for the period from January 1st, 2018 to April 3rd, 2018, in conformity with generally accepted accounting principles in the United States.

Emphasis of Matter

The accompanying Combined Abbreviated Statements of Revenues and Direct Operating Expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1 to the Combined Abbreviated Statements and are not intended to be a complete financial statement presentation of the Properties described above. Our opinion is not modified with respect to this matter.

F-253

Other Matters

Note 9 to the accompanying Combined Abbreviated Statements presents Supplemental Oil & Gas Reserves Information. U.S. Securities and Exchange Commission (SEC) Regulation requires that entities engaged in oil and gas producing activities present the Supplemental Oil & Gas Reserves Information, to supplement the financial statements. Such information, although not a part of the Combined Abbreviated Statements, is required by the SEC and Financial Accounting Standards Board who consider it to be an essential part of financial reporting for placing the Combined Abbreviated Statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the Combined Abbreviated Statements, and other knowledge we obtained during our audit of the Combined Abbreviated Statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

Member of Ernst & Young Global

City of Buenos Aires, Argentina

January 23, 2019

except for the Other Matters described above, as to which the date is

April 5, 2019

F-254

Report of Independent Auditors

To the Board of Directors and Shareholders of Vista Oil and Gas, S.A.B. de C.V.

We have audited the accompanying financial statements of Jagüel de los Machos and 25 de Mayo-Medanito SE (the “Vista Acquired Properties”), which comprise the statement of revenues and direct operating expenses for the year ended December 31, 2017.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and direct operating expenses of Vista Acquired Properties for the year ended December 31, 2017 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of matter

The accompanying special purpose financial statements reflect the revenues and direct operating expenses of the Jagüel de los Machos and 25 de Mayo-Medanito SE properties using the basis of preparation as described in Note 1 to the financial statements and are not intended to be a complete presentation of the financial position, results of operations, or cash flows of the Jagüel de los Machos and 25 de Mayo-Medanito SE properties acquired by Vista Oil and Gas, S.A.B. de C.V. Our opinion is not modified with respect to this matter.

/s/ Reinaldo Sergio Cravero

Reinaldo Sergio Cravero (Partner)

/s/ Price Waterhouse & Co. S.R.L.

Price Waterhouse & Co. S.R.L.

Buenos Aires, Argentina

January 23, 2019

F-255

Jagüel de los Machos and 25 de Mayo — Medanito SE

Combined Statements of Revenues and Direct Operating Expenses

(amounts expressed in thousands of U.S. Dollars)


	Note		Period from January 1, 2018 to April 3, 2018			Year ended December 31, 2017
Revenues		6		39,796			150,867
Direct operating expenses		7		(18,213	)		(78,674	)

Revenues in excess of direct operating expenses				21,583			72,193

The accompanying notes are an integral part of these combined abbreviated statements

F-256

Jagüel de los Machos and 25 de Mayo — Medanito SE

NOTES TO THE COMBINED ABBREVIATED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

(amounts expressed in thousands of U.S. Dollars, except where otherwise indicated)

1. BACKGROUND INFORMATION AND PURPOSE OF PREPARATION

On January 16, 2018, Vista Oil & Gas S.A.B. de C.V. (hereinafter referred to as “Vista” or the “Company”) and Pampa Energía S.A. (“Pampa”) executed an agreement (the “Purchase Agreement” to acquire a 100% direct interest in the oil exploitation concessions Jagüel de los Machos and 25 de Mayo-Medanito SE located in the Neuquina Basin in the Province of Río Negro, Argentina (the “Properties”).

On April 4, 2018, following the satisfaction of all the conditions precedent provided in the Purchase Agreement, the closing of the Properties’ acquisition, took place. On the same date, Vista assigned all the rights and obligations of such agreement to its subsidiary Petrolera Entre Lomas S.A. (currently Vista Oil & Gas Argentina S.A.) in order for this entity to perform the purchase.

The main characteristics of the Properties are:


Area	Province	Operator	Concession Contract Deadline
Jagüel de los Machos	Río Negro	Vista Oil & Gas Argentina S.A. ⁽¹⁾	9/13/2025
25 de Mayo — Medanito SE	Río Negro	Vista Oil & Gas Argentina S.A. ⁽¹⁾	10/27/2026

(1)	Formerly Petrolera Entre Lomas S.A.

These abbreviated combined statements of revenues and direct operating expenses have been prepared for the period from January 1, 2018 to April 3, 2018 (pre-acquisition date) and for the year ended December 31, 2017 (collectively, the “combined abbreviated statements”) with the purpose of complying with Rule 3-05 “Financial Statements of Businesses Acquired or to Be Acquired” of Regulation S-X of the Securities and Exchange Commission (“SEC”), for its inclusion by Vista, the current indirect owner of these concessions, for its intended filing of a Registration Statement with the SEC. The accompanying combined abbreviated statements have been prepared on an accrual basis in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) applicable to the items included in the accompanying combined abbreviated statements. The accompanying combined abbreviated statements are not intended to be a complete presentation of the Properties’ revenues and expenses in accordance with U.S. GAAP.

2. BASIS OF PRESENTATION

The accompanying combined abbreviated statements have been derived from the historical accounting records of Pampa, the prior owner of these concessions, attributed to the Properties on the basis of accounting policies and procedures described in Note 3. Historically, the Properties were not separate legal entities or subsidiaries of Pampa and they were not operated or accounted for as stand-alone businesses, and hence constituted an integral part of Pampa. Pampa did not maintain distinct and separate accounts for the Properties necessary to prepare complete financial statements. Therefore, preparation of a complete set or full carve-out financial statements for the Properties, as required to comply with SEC Regulation S-X, is not practical.

The accompanying combined abbreviated statements include revenues from oil and gas production and direct operating expenses associated with the Properties’ working interest. The accompanying combined abbreviated statements of revenues and direct operating expenses vary from a complete income statement in accordance with U.S. GAAP in that they do not reflect certain indirect expenses that were incurred in connection with the

F-257

ownership and operation of the Properties’ working interest including, but not limited to, general and administrative expenses, interest income or expense, turnover tax and federal income tax expenses. These costs were not separately allocated to the Properties’ working interest in the accounting records of Pampa. In addition, these allocations, if made using historical general and administrative structures and tax burdens, would not produce allocations that would be indicative of the historical performance of the Properties’ working interest had it been a Vista property due to the differing size, structure, and operations of Pampa and Vista. The accompanying combined abbreviated statements of revenues and direct operating expenses also do not include provisions for depreciation, depletion, amortization and accretion, as such amounts would not be indicative of the costs that Vista will incur upon the allocation of the purchase price paid for the Properties’ working interest. Furthermore, no balance sheet has been presented for the Properties’ working interest because the acquired properties were not accounted for as separate subsidiaries or divisions of Pampa and complete financial statements are not available, and related working capital balances are not segregated or easily obtainable. Accordingly, the combined abbreviated statements of revenues and direct operating expenses of the Properties are presented in lieu of the full financial statements required under Rule 3-05 of the SEC’s Regulation S-X.

The accompanying combined abbreviated statements are not indicative of the results of operations for the Properties’ working interest on a go forward basis.

Statements of cash flows are not presented as such data was not maintained by Pampa for the Properties acquired as it did not operate as separate businesses or separate legal entities.

All cash flow requirements of the Properties were funded by Pampa and cash management functions were not performed at the Properties’ level.

Since all production was delivered to Pampa and there were no oil and gas sales to third parties for the period from January 1, 2018 to April 3, 2018 and the year ended December 31, 2017 and cash flows from operating activities and expenses were managed and paid centrally by a central treasury function in Pampa, it is not possible to prepare information relating to cash flows from operating activities.

The Properties had no discrete investing and financing activities for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017.

Comparability — Seasonality of operations

The combined statements of revenues and direct operating expenses for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017 correspond to a stub period and a complete fiscal year, respectively.

Due to the seasonal nature of operations, higher revenues and operating profits are usually expected in the second and third quarter of the year rather than in the first and last ones. Higher sales during the period April to August are mainly attributed to the increased demand due to winter in Argentina. This information is provided to allow for a better understanding of the results, however, management has concluded that the operations are not subject to material seasonal variations in accordance with Topic ASC 270.

The information for the period from January 1, 2018 to April 3, 2018 should not be construed to be representative of the information for a full year of operations nor useful for comparative purposes with the year ended December 31, 2017.

Allocations

The accompanying combined abbreviated statements reflect revenues and direct operating expenses specifically attributable to the Properties. Properties’ revenues and operating expenses were directly identifiable and no

F-258

allocations were deemed necessary. Direct expenses were recorded directly to Properties’ cost centers based on specific project or usage identification.

The abbreviated accompanying combined abbreviated statements also omit other comparative information and certain disclosures required by US GAAP.

Foreign currencies

The accompanying combined abbreviated statements are presented in U.S. dollars, which is also the Properties’ functional currency and the Properties’ presentation currency. All values are rounded to the nearest thousand (US$ thousand), except where otherwise indicated.

Under U.S. GAAP the companies should define their functional currency in accordance with the criteria established by ASC 830 “Foreign Currency Matters”, which may differ from their reporting currency.

Transactions in foreign currencies are translated to the functional currency at the monthly average rate of exchange.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently for the period from January 1, 2018 to April 3, 2018 and for the year ended December 31, 2017.

A summary of significant accounting policies followed in the preparation of the accompanying combined abbreviated statements is set forth below:

Use of estimates

The preparation of these abbreviated statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported. The estimates and associated assumptions are based on historical experience, complex judgments and various other factors that are believed to be reasonable under the circumstances but are inherently uncertain and unpredictable. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These estimates and underlying assumptions can affect all elements of these abbreviated statements. Actual results could differ from these estimates and the amounts could be material.

Revenue Recognition

Oil and gas revenues included in these abbreviated statements are recorded on the direct working interest method, under which 100% for the period from January 1, 2018 to April 3, 2018 and 99.4% for the year ended December 31, 2017 of revenues are mainly based on the volumes actually delivered to Pampa.

Management applies the provisions of ASC 606 for revenue recognition to contracts with customers. Sales of crude oil and natural gas are included in revenue when performance obligations are fulfilled under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil and gas at a delivery point, as negotiated within each contract. Each barrel of oil, million Btu (MMBtu) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. Management considers the delivery of hydrocarbons to Pampa’s refinery as the point of control transfer.

F-259

Management has concluded that the Properties act as principal in the revenue transaction since they typically control the goods before they were transferred to Pampa.

Revenues other than oil and gas deliveries correspond to services which are recognized by reference to the rendering of treatment, storage and transportation of crude oil and are determined by multiplying the fees established in the respective agreements by the work units (cubic meters treated, stored and transported) in the corresponding month.

Revenues are derived from Argentina-based companies.

Direct Expenses

Direct operating expenses are recognized when incurred and consist of direct expenses of operating the Properties. The direct operating expenses include operating, processing and transportation expenses. Operating expenses include salaries and social security charges, municipal and provincial taxes other than turnover tax, insurance, fees and compensation for services, consumption of materials and repairs, transportation, royalties, easements and canons, environmental costs, energy, fuels and lubricants and other field related expenses. Operating expenses also include expenses directly associated with personnel, insurance and support services directly related to oil and gas production activities.

4. RELATED PARTY TRANSACTIONS

Concentration with Customers — The Properties’ production was fully delivered to Pampa and represents approximately 100% for the period from January 1, 2018 to April 3, 2018 and 99.4% for the year ended December 31, 2017 of the total revenues. Revenues for the delivery of production to Pampa were determined on the basis of Pampa’s inter-segment allocations, which were based on prices generally equivalent to commercially available prices.

Since April 4, 2018, the Properties’ production is fully assigned to Vista Oil & Gas Argentina S.A. (formerly Petrolera Entre Lomas S.A.) and sold to unrelated parties.

5. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments

As of the date of issuance of these abbreviated combined financial statements, the owner of the concessions in 25 de Mayo-Medanito and Jagüel de los Machos was committed to drill and complete 22 development wells, 5 step-out wells and 2 exploration wells during the period of 2018 to 2020 for an estimated cost to fulfil this commitment of U.S. Dollar 47 million. In addition, the owner was committed to perform 19 well workovers and abandon 22 wells during such period for an estimated cost to fulfil this commitment of U.S. Dollar 13.9 million.

Contingent liabilities

The activities of the Properties are subject to potential claims and litigation in the ordinary course of their business. Management of the Properties, after consultation with legal counsel, confirms that is not aware of any legal, environmental or other commitments or contingencies that would have a material adverse effect on the operations of the Properties nor on these abbreviated statements.

F-260

6. REVENUES

Disaggregated revenue information:


Types of goods	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Revenue from crude oil		35,297		134,992
Revenue from natural gas		3,794		10,850
Revenue from services		705		5,025

Total Revenue		39,796		150,867

7. DIRECT OPERATING EXPENSES

The breakdown of the direct operating expenses is as follows:


	For the period from January 1, 2018 through April 3, 2018		For the year ended December 31, 2017
Salaries and social security charges		813		3,798
Taxes, rates and contributions		—		88
Insurance		60		103
Fees and compensation for services		7,744		37,512
Consumption of materials and repairs		2,021		8,321
Transportation		791		2,109
Royalties, easements and canons		6,556		25,182
Environmental costs		186		1,342
Energy, fuel and lubricants		29		83
Other		11		136

Total		18,213		78,674

8. SUBSEQUENT EVENTS

The Company has evaluated events and transactions for potential recognition or disclosure through January 23, 2019, the date these abbreviated statements were available to be issued. No events or transactions have occurred through such date that requires disclosure, other than those already disclosed in these abbreviated statements.

9. SUPPLEMENTAL OIL AND GAS RESERVES INFORMATION (UNAUDITED)

The following information on oil and gas activities has been prepared in accordance with the methodology prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 932 “Extractive Activities — Oil and Gas”, as amended by Accounting Standards Update (“ASU”) 2010 - 03 “Oil and Gas Reserves, Estimation and Disclosures”, issued by FASB in January 2010 in order to align the current estimation and disclosure requirements with the requirements set in the SEC final rules and interpretations, published on December 31, 2008 to the extent applicable to the accompanying combined abbreviated statements of revenues and direct operating expenses. Therefore, there is no disclosure related to cost incurred, capitalized costs and results of the operations. This information includes the oil & gas activities carried out by the Properties in Argentina.

F-261

Estimated Quantities of Proved Oil and Gas Reserves.

Gaffney, Cline & Associates did carry out a reserves audit for all the Properties according with Rule 4-10 of Regulation S-X, promulgated by the SEC, and in accordance with the oil and gas reserves disclosure provisions of ASC Topic 932 of the FASB. The information related to the hydrocarbon reserves included in the following sections refers to such Properties.

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. In some cases, substantial investments in new wells and related facilities may be required to recover proved reserves.

The Company believes that its estimates of remaining proved recoverable oil and gas reserve volumes are reasonable and such estimates have been prepared in accordance with the SEC rules, which were issued by the SEC rules and ASC 932, as amended. Accordingly, crude oil prices used to determine proved reserves were the average price during the 12-month period prior to the ending date of April 3, 2018 and December 31, 2017 report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such periods. Additionally, since there are no benchmark market natural gas prices available in Argentina, Pampa used average realized gas prices during the year to determine its gas reserves.

The Properties’ reserves estimation as of December 31, 2017 and January 1, 2017 was audited by Gaffney, Cline & Associates. Gaffney, Cline & Associates is an independent petroleum engineering consulting firm. The independent audit covered the estimated reserves located in the areas operated by Pampa. Gaffney, Cline & Associates audited the proved oil and natural gas reserve estimates in accordance with Rule 4-10 of Regulation S-X, promulgated by the SEC, and in accordance with the oil and gas reserves disclosure provisions of ASC Topic 932 of the FASB. We provided all information required during the course of the audit process to Gaffney, Cline & Associates’ satisfaction.

Royalties payable to Provinces have not been deducted from reported proved reserves. Gas includes Gas Sales and Consumption.

F-262

The following table sets forth the estimated liquids (including crude oil, condensate and natural gas liquids) and natural gas proved reserves as of December 31, 2017.


	Crude oil and condensate MMBbl ⁽²⁾			Consumption plus sales — Gas MMSCF ⁽²⁾			Total MMBoe ⁽²⁾
Proved developed and undeveloped reserves
Proved developed reserves at January 1, 2017		12.08			11,866			14.20
Proved undeveloped reserves at January 1, 2017		1.63			1,452			1.88
Beginning of year — January 1, 2017		13.71			13,318			16.08
Increase (decrease) attributable to:
Extensions and discoveries		—			—			—
Revisions of previous estimates ⁽¹⁾		1.43			2,639			1.90
Purchases of proved reserves in place		—			—			—
Production		(2.57	)		(3,078	)		(3.12	)

End of year — December 31, 2017		12.57			12,879			14.86
Proved developed reserves at December 31, 2017		11.42			11,704			13.50
Proved undeveloped reserves at December 31, 2017		1.15			1,175			1.36

(1)	Due to better expected well performance.

(2)

Liquids volumes are reported in million barrels (MMBbl) and sales gas volumes are reported in million Standard Cubic Feet (MMSCF) at standard conditions of 14.7 psia and 60 degrees Fahrenheit. The total liquid equivalent volume is reported in million barrels of oil equivalent (MMBOe), with gas being converted assuming 5,615 SCF of gas is equal to one Bbl liquids. Our hydrocarbon liquid volumes include crude oil and condensate. We do not include separate figures for NGL reserves because we did not have any NGL reserves as of both January 1, 2017 and December 31, 2017. Natural gas consumption represented 5.5% and 5.9% of total natural gas reserves (consumption plus natural gas sales) as of January 1, 2017 and December 31, 2017, respectively, in Jagüel de los Machos, and 18.5% and 18.2% as of January 1, 2017 and December 31, 2017, respectively, in 25 de Mayo — Medanito SE.

The following table sets forth the estimated liquids (including crude oil, condensate and natural gas liquids) and natural gas proved reserves as of April 3, 2018.


	Crude oil and condensate MMBbl ⁽²⁾			Consumption plus sales — Gas MMSCF ⁽²⁾			Total MMBoe ⁽²⁾
Proved developed and undeveloped reserves
Proved developed reserves at December 31, 2017		11.42			11,704			13.50
Proved undeveloped reserves at December 31, 2017		1.15			1,175			1.36
Beginning of period — December 31, 2017		12.57			12,879			14.86
Increase (decrease) attributable to:
Extensions and discoveries		—			—			—
Revisions of previous estimates ⁽¹⁾		—			81			0.01
Purchases of proved reserves in place		—			—			—
Production		(0.63	)		(740	)		(0.76	)

End of period — April 3, 2018		11.94			12,220			14.11
Proved developed reserves at April 3, 2018		10.80			11,019			12.76
Proved undeveloped reserves at April 3, 2018		1.14			1,201			1.36

(1)	Due to better expected well performance.

F-263

(2)

Liquids volumes are reported in million barrels (MMBbl) and sales gas volumes are reported in million Standard Cubic Feet (MMSCF) at standard conditions of 14.7 psia and 60 degrees Fahrenheit. The total liquid equivalent volume is reported in million barrels of oil equivalent (MMBOe), with gas being converted assuming 5,615 SCF of gas is equal to one Bbl liquids. Our hydrocarbon liquid volumes include crude oil and condensate. We do not include separate figures for NGL reserves because we did not have any NGL reserves as of both December 31, 2017 and April 3, 2018. Natural gas consumption represented 5.9% and 6.2% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2017 and April 3, 2018, respectively, in Jagüel de los Machos, and 18.2% and 17.5% as of December 31, 2017 and April 3, 2018, respectively, in 25 de Mayo — Medanito SE.

Standardized Measure of Discounted Future Net Cash Flows

The following table discloses estimated future cash flows from future production of proved developed and undeveloped reserves of crude oil, condensate, natural gas liquids and natural gas. As prescribed by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (ASC) relating to Extractive Activities—Oil and Gas (formerly SFAS no. 69 Disclosures about Oil and Gas Producing Activities), such future net cash flows were estimated using the twelve-month average of the first-day-of-the-month reference prices as adjusted for location and quality differentials. Future development and abandonment costs include estimated drilling costs, development and exploitation installations and abandonment costs. These future development costs were estimated based on evaluations made by PAMPA. The future income tax was calculated by applying the statutory tax rates in effect in Argentina, in each period.

Information with respect to the standardized measure of discounted future net cash flows relating to proved reserves is summarized below.


Million US$	April 3, 2018			December 31, 2017			January 1, 2017
Future cash inflows		705			741			944
Future production costs		(513	)		(520	)		(535	)
Future development and abandonment costs		(36	)		(36	)		(78	)
Future income tax		(17	)		(26	)		(81	)

Undiscounted future net cash flows		139			159			250
10% annual discount		(33	)		(34	)		(71	)

Standardized measure of discounted future net cash flows		106			125			179

The Standardized Measure of Discounted Future Net Cash Flows (discounted at 10%) from production of proved reserves was developed as follows:

(3)	An estimate was made of the quantity of proved reserves and the future periods in which they are expected to be produced based on year-end economic conditions.

F-264

(4)	The future gross revenue streams were reduced by estimated future operating costs and future development and abandonment costs, all of which were based on current costs in effect as of December 31 of the year presented and held constant throughout the life of the Properties.

Changes in the standardized measure of discounted future net cash flows

The data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reserves since the computations involve significant estimates and judgments. The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates of demand and governmental control. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts above. Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitations inherent therein.

The following summarizes the principal sources of change in the standardized measure of discounted future net cash flows:


Million US$	For the year ended December 31, 2017
Standardized measure of discounted future net cash flows at beginning of year		179
Net change in sales prices and production costs related to future production ⁽¹⁾		(104	)
Net change due to revisions in quantity estimates		17
Accretion of discount		27
Changes in production rates (timing) and other		2
Sales of crude oil and natural gas produced, net of production costs		(72	)
Previously estimated development costs incurred		32
Net change in income tax ⁽²⁾		44

Change in Standardized measure of discounted future net cash flows of the year		(54	)

Standardized measure of discounted future net cash flows at end of year		125

(3)	Mainly driven by a decrease in prevailing oil prices that reduce from 64.2 US$/bbl by year end 2016 to 54.22 US$/bbl by year end 2017.

F-265

(4)


Million US$	For the period ended April 3, 2018
Standardized measure of discounted future net cash flows at beginning of year		125
Net change in sales prices and production costs related to future production		—
Net change in estimated future development costs		—
Net change due to revisions in quantity estimates		—
Accretion of discount		3
Changes in production rates (timing) and other ⁽¹⁾		(1	)
Sales of crude oil and natural gas produced, net of production costs		(22	)
Previously estimated development costs incurred		—
Net change in income tax		—

Change in Standardized measure of discounted future net cash flows of the year		(22	)

Standardized measure of discounted future net cash flows at end of year		106

(1)	Less than 0.5.

F-266

LOGO

VISTA OIL & GAS S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (currently known as VISTA Argentina S.A.) (PREDECESSOR)

Condensed consolidated interim financial statements as of March 31, 2019 and December 31, 2018 and for the three-month period ended March 31, 2019 (Successor – Note 2.1) (Unaudited) and condensed interim financial statements for the three-month period ended March 31, 2018 (Predecessor – Note 2.1) (Unaudited)

F-267

VISTA OIL & GAS, S.A.B. DE C.V.

INDEX

•

Condensed consolidated interim statement of profit or loss and other comprehensive income for the three-month period ended March 31, 2019 (Successor) and Condensed Interim statement of profit or loss and other comprehensive income for the three-month period ended March 31, 2018 (Predecessor).

•

Condensed consolidated interim statement of financial position as of March 31, 2019 and December 31, 2018 (Successor).

•

Successor condensed interim statement of changes in shareholders’ equity for the three-month period ended March 31, 2019.

•

Predecessor condensed interim statement of changes in shareholders’ equity for the three-month period ended March 31, 2018.

•

Condensed consolidated interim statement of cash flows for the three-month period ended March 31, 2019 (Successor) and interim statement of cash flows for the three-month ended March 31, 2018 (Predecessor).

•

Notes to the condensed consolidated interim financial statements as of March 31, 2019 and December 31, 2018 and for the three-month period ended March 31, 2019 (Successor) and to the condensed interim financial statements for the three-month period ended March 31, 2018 (Predecessor).

F-268

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Condensed consolidated interim statement of profit or loss and other comprehensive income for the three-month period ended March 31, 2019 (Successor) and condensed interim statement of profit or loss and other comprehensive income for the three-month period ended March 31, 2018 (Predecessor) (Unaudited)

(In thousands of U.S. Dollars)


	Notes		Consolidated - Successor three-month period ended March 31, 2019			Predecessor - three-month period ended March 31, 2018
Revenue from contract with customers		4		93,727			44,463
Cost of sales:
Operating expenses		5.2		(27,769	)		(18,367	)
Crude oil stock fluctuation		5.1		1,326			733
Depreciation, depletion and amortization		2.2/12/13		(24,471	)		(14,194	)
Royalties				(14,799	)		(6,795	)

Gross profit				28,014			5,840

Selling expenses		6		(5,695	)		(3,091	)
General and administrative expenses		7		(8,705	)		(1,466	)
Exploration expenses		8		(126	)		(134	)
Other operating income		9.1		627			1,240
Other operating expenses		9.2		(2,118	)		(135	)

Operating profit				11,997			2,254

Interest income		10.1		75			239
Interest expense		10.2		(5,817	)		(23	)
Other financial results		10.3		(14,228	)		(1,159	)

Financial results, net				(19,970	)		(943	)

(Loss)/ profit before income tax				(7,973	)		1,311
Current income tax expense		14		(3,069	)		(4,615	)
Deferred income tax expense		14		(2,636	)		(3,345	)

Income tax expense				(5,705	)		(7,960	)
Net loss for the period				(13,678	)		(6,649	)

Other comprehensive loss
Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods
—Remeasurements loss related to defined benefits plans				—			(89	)
—Deferred income tax benefit				—			22

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods				—			(67	)

Other comprehensive loss for the period, net of tax				—			(67	)

Total comprehensive loss for the period				(13,678	)		(6,716	)

Losses per share attributable to equity holders of the parent
Basic—(In U.S. dollars per share)		11		(0.19	)		(0.07	)
Diluted—(In U.S. dollars per share)		11		(0.19	)		(0.07	)

Notes 1 to 27 are an integral part of these unaudited interim condensed consolidated financial statements.

F-269

VISTA OIL & GAS, S.A.B. DE C.V.

Condensed consolidated interim statement of financial position as of March 31, 2019 and December 31, 2018 (Successor) (Unaudited)

(In thousands of U.S. Dollars)


	Notes		As of March 31, 2019 (Unaudited)		As of December 31, 2018 (Audited)
Assets
Non-current assets
Property, plant and equipment		12		872,298		820,722
Right-of-use assets		2.2		8,906		—
Goodwill		13		28,484		28,484
Other intangible assets		13		31,869		31,600
Trade and other receivables		15		19,748		20,191

Total non-current assets				961,305		900,997

Current assets
Inventories		17		22,566		18,187
Trade and other receivables		15		90,313		86,050
Cash, bank balances and other short term investments		18		87,538		80,908

Total current assets				200,417		185,145

Total assets				1,161,722		1,086,142

Notes 1 to 27 are an integral part of these unaudited interim condensed consolidated financial statements.

F-270

VISTA OIL & GAS S.A.B. DE C.V.

Condensed consolidated interim statement of financial position as of March 31, 2019 and December 31, 2018 (Successor) (Unaudited)

(In thousands of U.S. Dollars)


	Notes		As of March 31, 2019 (Unaudited)			As of December 31, 2018 (Audited)
Shareholders’ equity and liabilities
Shareholders’ equity
Share capital		19		567,646			513,255
Share-based payment reserve				5,265			4,021
Accumulated other comprehensive loss				(2,674	)		(2,674	)
Accumulated losses				(48,624	)		(34,946	)

Total shareholders’ equity				521,613			479,656

Liabilities
Non-current liabilities
Deferred income tax liabilities				136,393			133,757
Leases liabilities		2.2		7,387			—
Provisions		20		16,498			16,186
Borrowings		16.1		279,867			294,415
Warrants		16.4		39,784			23,700
Employee defined benefit plans obligation		16.4		3,535			3,302
Accounts payable and accrued liabilities		23		1,003			1,008

Total non-current liabilities				484,467			472,368

Current liabilities
Provisions		20		3,743			4,140
Leases liabilities		2.2		2,378			—
Borrowings		16.1		55,351			10,352
Salaries and social security payable		21		4,161			6,348
Income tax payable				19,468			22,429
Other taxes and royalties payable		22		6,520			6,515
Accounts payable and accrued liabilities		23		64,021			84,334

Total current liabilities				155,642			134,118

Total liabilities				640,109			606,486

Total shareholders’ equity and liabilities				1,161,722			1,086,142

Notes 1 to 27 are an integral part of these unaudited interim condensed consolidated financial statements.

F-271

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Successor condensed interim statement of changes in shareholders’ equity for the three-month period ended March 31, 2019 (Unaudited)

(In thousands of U.S. Dollars)


	Share capital		Share- based payment reserve		Accumulated losses			Accumulated other comprehensive losses			Total successor shareholders’ equity
Balances as of January 1, 2019		513,255		4,021		(34,946	)		(2,674	)		479,656

Loss for the period		—		—		(13,678	)		—			(13,678	)
Other comprehensive loss for the period		—		—		—			—			—

Total comprehensive loss		—		—		(13,678	)		—			(13,678	)

— Series A shares, net of issuance costs (Note 19)		54,391		—		—			—			54,391
— Recognition of share-based payments reserve		—		1,244		—			—			1,244

Balances as of March 31, 2019 (unaudited)		567,646		5,265		(48,624	)		(2,674	)		521,613

Notes 1 to 27 are an integral part of these unaudited interim condensed consolidated financial statements.

F-272

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

Predecessor condensed interim statement of changes in shareholders’ equity for the three-month period ended March 31, 2018

(In thousands of U.S. Dollars)

Share
capital

Legal
reserve

Voluntary
reserve

Accumulated
losses

Accumulated
other
comprehensive
losses

Total
predecessor
shareholders’
equity

Balances as of January 1, 2018

39,239

7,523

385,033

(148,694

)

(2,800

)

280,301

Loss for the period

—

(6,649

)

—

(6,649

)

Other comprehensive loss for the period

—

(67

)

(67

)

Total comprehensive loss

—

(6,649

)

(67

)

(6,716

)

Balances as of March 31, 2018

39,239

7,523

385,033

(155,343

)

(2,867

)

273,585

Notes 1 to 27 are an integral part of these unaudited interim condensed consolidated financial statements.

F-273

VISTA OIL & GAS S.A.B. DE C.V.

Condensed consolidated interim statement of cash flows for the three-month period ended March 31, 2019 (Successor) and interim statement of cash flows for the three-month period ended March 31, 2018 (Predecessor) (Unaudited)

(In thousands of U.S. Dollars)


	Notes		Consolidated Successor - three-month period ended March 31, 2019 (Unaudited)			Predecessor - three-month period ended March 31, 2018
Cash flows from operating activities
Loss for the period				(13,678	)		(6,649	)
Adjustments to reconcile the loss for the period to net cash flows provided by operating activities:
Depreciation and depletion		12/2.2		24,215			14,513
Amortization of intangible assets		13		256			198
Gain on sale or disposal of property, plant and equipment				—			(245	)
Reversal of allowances, net		6		(257	)		(111	)
Increase of provisions, net		9.2		1,335			2
Interest expense leases		10.3		330			—
Other discount		10.3		232			—
Interest expense		10.2		5,809			(118	)
Decreases in property, plant and equipment				—			1,529
Warrants		10.3		16,084			—
Amortized cost		10.3		451			—
Interest income		10.1		(75	)		—
Unwinding of discount on asset retirement obligation provision		10.3		398			233
Net exchange differences		10.3		(2,712	)		(3,268	)
Change in fair value of financial instruments		10.3		(447	)		(69	)
Share-based payment expense		7		1,244			—
Accrued income tax		14		5,705			7,960
Accrued defined employees’ benefits plans				233			132

Changes in working capital:
(Increase)/ decrease in trade and other receivables				(8,916	)		9,738
(Increase)/ decrease in inventories				(1,257	)		2,315
(Decrease) in accounts payable and accrued liabilities and other payables				(6,582	)		(966	)
(Decrease) in employee defined benefits obligation				—			(57	)
(Decrease) in salaries and social security payable				(1,903	)		(707	)
Increase/ (decrease) in other taxes and royalties payable				5			(825	)
(Decrease) in provisions				(485	)		(334	)
Income tax paid				—			(992	)

Net cash flows generated by operating activities				19,985			22,279

F-274

VISTA OIL & GAS S.A.B. DE C.V.

(In thousands of U.S. Dollars)


	Notes	Successor - three-month period ended March 31, 2019 (Unaudited)			Predecessor - three-month period ended March 31, 2018
Cash flows from investing activities
Payments for acquisition of property, plant and equipment			(91,866	)		(12,476	)
Payments for acquisition of other intangible assets			(1,132	)		(13	)
Proceeds from sales of property, plant and equipment			—			245
Payments for acquisition of other financial assets			—			(8,190	)
Proceeds from sales of other financial assets			433			11,377
Proceeds from interest received			—			114

Net cash flows used in investing activities			(92,565	)		(8,943	)

Cash flows from financing activities
Proceeds from capitalization of Series A shares	19		54,391			—
Proceeds from borrowings	16.1		35,000			—
Payments of borrowings´ interests	16.2		(10,809	)		—

Net cash flows generated by financing activities			78,582			—

Net increase in cash and cash equivalents			6,002			13,335

Cash and cash equivalents at the beginning of the period			66,047			2,444
Effects of exchange rate changes on cash and cash equivalents			539			1,259
Net increase in cash and cash equivalents			6,002			13,335

Cash and cash equivalents at the end of the period			72,588			17,038

Notes 1 to 27 are an integral part of these unaudited interim condensed consolidated financial statements.

F-275

VISTA OIL & GAS S.A.B. DE C.V.

Condensed consolidated interim statement of cash flows for the three-month period ended March 31, 2019 (Successor) and condensed interim statement of cash flows for the three-month period ended March 31, 2018 (Predecessor) (unaudited) (Cont´d)

(In thousands of U.S. Dollars)


	Successor - three-month period ended March 31, 2019 (Unaudited)		Predecessor - three-month period ended March 31, 2018
Significant non-cash transactions
Acquisition of property, plant and equipment through increase in account payables		12,792		4,245

Notes 1 to 27 are an integral part of these unaudited interim condensed consolidated financial statements.

F-276

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF MARCH 31, 2019 AND DECEMBER 31, 2018 AND FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2019 (SUCCESSOR) AND TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2018 (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 1. Corporate and Group information

1.1

General Information and Group Structure and Activities

Vista Oil & Gas S.A.B. de C.V. (“VISTA” or the “Company” or the “Group” or the “Successor”) was incorporated as a company with variable capital stock under the laws of the United Mexican States (“Mexico”) on March 22, 2017. The Company adopted the public corporation or “ sociedad anónima bursátil ” form, on July 28, 2017.

The address of the Company´s main office is located in Mexico City (Mexico), at Volcán 150, Floor 5, Lomas de Chapultepec, Miguel Hidalgo, zip code 11000.

The main activity of the Company is, through its subsidiaries, the exploration and production of oil and gas ( upstream ).

These unaudited interim condensed financial statements were approved for issue by the Board of Directors on April 25, 2019.

There were no changes to the Group’s structure and activities since the date of issuance of the Group’s annual financial statements as of December 31, 2018.

1.2

Purpose of the financial statements

These unaudited condensed interim financial statements were prepared for its inclusion by VISTA in a registration statement to be filed with the Securities and Exchange Commission (“SEC”) of the United States of America, in connection with the Company’s intended initial public offering of securities in the New York Stock Exchange.

Note 2. Basis of preparation and significant accounting policies

2.1

Basis of preparation and presentation

The unaudited interim condensed consolidated financial statements for the three months ended March 31, 2019 and 2018 have been prepared in accordance with the International Accounting Standard (“IAS”) No. 34 – “Interim Financial Information”. The Company has chosen to present its financial statements corresponding to interim periods in the condensed form provided for in IAS 34. Selected explanatory notes are included to explain the events and transactions that are significant for the understanding of the changes in the financial position as of March 31, 2019 and the results of the Company for the three-month period ended March 31, 2019. Therefore, the interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2018.

These unaudited interim condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of our consolidated financial statements as of December 31, 2018,

F-277

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

except for the adoption of new standards and interpretations effective as from January 1, 2019 and the income tax expense that is recognized in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year.

The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities that have been measured at fair value. The financial statements are presented in U.S. Dollars, which is the Company’s functional currency, and all values are rounded to the nearest thousand (U.S. Dollars 000), except when otherwise indicated.

In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments, which are necessary for a fair representation of financial results for the interim periods presented.

The results of operations for three-month periods ended March 31, 2019 and 2018 are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

The presentation of the consolidated statement of financial position distinguishes between current and non-current assets and liabilities. Current assets and liabilities are any assets and liabilities that are expected to be recovered or paid within twelve months after the end of the reporting period, and any assets and liabilities kept for sale.

For the preparation of the financial statements as of March 31, 2019 and December 31, 2018, and for the three-month period ended March 31, 2019 (Successor), and for the three-month period ended March 31, 2018 (Predecessor), the following was considered:

Successor presentation

The consolidated statements of profit or loss and other comprehensive income and cash flows for the Successor Company include the consolidated figures for the three-month period ended March 31, 2019.

The consolidated statement of changes in shareholders’ equity for the Successor Company as of March 31, 2019 includes the following results of operations:

(1)

the consolidated profit or loss and other comprehensive income of the Company for the period from April 4, 2018 (date of acquisition of PELSA; 25 de Mayo-Medanito, Jagüel de los Machos and APCO – Note 31 to the Company’s annual financial statements) to December 31, 2018 (including costs related to the acquisition of those business) and for the three-month period ended March 31, 2019; and

(2)

the accumulated results of operations of VISTA from its inception to April 3, 2018.

F-278

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

PELSA; 3.85% direct participation in the oil and gas properties operated by PELSA; 100% of participation in the oil and gas properties 25 de Mayo-Medanito and Jagüel de los Machos and a 100% equity interest in APCO. All intercompany balances and transactions have been eliminated in consolidation.

Predecessor presentation

The statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows are presented for the predecessor period from January 1, 2018 through March 31, 2018. This period represents the results of operations of PELSA and its joint operations (referenced herein as the ‘‘Predecessor Company’’).

2.2

New accounting standards, amendments and interpretations issued by the IASB adopted by the Company

The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The Company applies, for the first time, IFRS 16 Leases. As required by IAS 8, the nature and effect of the changes required by the standard are disclosed below.

IFRS 16 Leases

IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet model.

The Company adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application on January 1, 2019. Under this method, the standard is applied retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company elected to use the exemptions applicable to the standard as explained below.

The effect of adoption IFRS 16 as at January 1, 2019 (increase/ (decrease)) is as follows:


Assets
Right-of-use assets	12,103

Total assets	12,103

Liabilities
Lease liabilities	(12,103	)

Total liabilities	(12,103	)

F-279

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The lease liabilities as at January 1, 2019 can be reconciled to the operating lease commitments as of 31 December 2018 as follows:


Operating lease commitments as at December 31, 2018	16,153
Weighted average incremental borrowing rate as at 1 January 2019	9.356	%
Discounted operating lease commitments at January 1, 2019	13,608
Less:
Commitments relating to short-term leases	(1,401	)
Commitments relating to leases of low-value assets	(104	)

Total lease liabilities as at January 1, 2019	12,103

a) Nature of the effect of adoption of IFRS 16

The Company has lease contracts for various items of buildings, office equipment and items of plant and machinery. Before the adoption of IFRS 16, the Company classified each of its leases (as lessee) at the inception date as either a finance lease or an operating lease. A lease was classified as a finance lease if it transferred substantially all of the risks and rewards incidental to ownership of the leased asset to the Company; otherwise it was classified as an operating lease. Finance leases were capitalised at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments were apportioned between interest (recognized as finance costs) and reduction of the lease liability. In an operating lease, the leased property was not capitalised and the lease payments were recognized as rent expense in profit or loss on a straight-line basis over the lease term. Any prepaid rent and accrued rent were recognized under Trade and other receivables and Trade and other payables, respectively.

•

The Company did not have leases previously classified as financial leases.

•

Leases previously accounted for as operating leases:

The Company recognized right-of-use assets and lease liabilities for those leases previously classified as operating leases, except for short-term leases and leases of low-value assets. The right-of-use assets for most leases were recognized based on the carrying amount as if the standard had always been applied, apart from the use of incremental borrowing rate at the date of initial application. In some leases, the right-of-use assets were recognized based on the amount equal to the lease liabilities, adjusted for any related prepaid and accrued lease payments previously recognized. Lease liabilities were recognized based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application.

The Company also applied the available practical expedients wherein it:

•

Used a single discount rate to a portfolio of leases with reasonably similar characteristics

•

Applied the short-term leases exemptions to leases with lease term that ends within 12 months at the date of initial application

•

Used hindsight in determining the lease term where the contract contains options to extend or terminate the lease

F-280

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

b) Summary of new accounting policies

Set out below are the new accounting policies of the Company upon adoption of IFRS 16, which have been applied from the date of initial application:

•

Right-of-use assets

The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

•

Lease liabilities

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

•

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are individually considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

•

Significant judgment in determining the lease term of contracts with renewal options

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

F-281

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The Company applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).

c) Amounts recognized in the statement of financial position and profit or loss

Set out below, are the carrying amounts of the Company’s right-of-use assets and lease liabilities and the movements during the period:


	Right –of –use assets
	Plant and machinery Buildings			Plant and machinery			Total			Lease liabilities
As of January 1, 2019		1,843			10,260			12,103			(12,103	)
Depreciation of right-of-use ⁽¹⁾		(132	)		(397	)		(529	)		—
Payments		—			—			—			2,668
Transfers to property, plant and equipment ⁽²⁾		—			—			(2,668	)		—
Interest expense		—			—			—			(330	)

As of March 31, 2019		1,711			9,863			8,906			(9,765	)

(1)	This amount is included in the cost of sales of interim condensed consolidated statement of profit or loss.

(2)	This amount represents transfers of leases from drilling services incurred that are capitalized as work in progress.

IFRIC Interpretation 23 Uncertainty over Income Tax Treatment

The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 Income Taxes. It does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:

•

Whether an entity considers uncertain tax treatments separately

•

The assumptions an entity makes about the examination of tax treatments by taxation authorities

•

How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

•

How an entity considers changes in facts and circumstances

An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty needs to be followed.

F-282

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The Company applies significant judgment in identifying uncertainties over income tax treatments. Since the Group operates in a complex multinational environment, it assessed whether the Interpretation had an impact on its consolidated financial statements.

The interpretation did not have an impact on the consolidated financial statements of the Company, since the Company’s current practice is in line with these amendments.

Amendments to IFRS 9: Prepayment Features with Negative Compensation

Under IFRS 9, a debt instrument can be measured at amortized cost or at fair value through other comprehensive income, provided that the contractual cash flows are ‘solely payments of principal and interest on the principal amount outstanding’ (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to IFRS 9 clarify that a financial asset passes the SPPI criterion regardless of an event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract.

These amendments had no impact on the consolidated financial statements of the Company as it did not have prepayment Features with Negative Compensation during the period.

Amendments to IAS 19: Plan Amendment, Curtailment or Settlement

The amendments to IAS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to determine the current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event. An entity is also required to determine the net interest for the remainder of the period after the plan amendment, curtailment or settlement using the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event, and the discount rate used to remeasure that net defined benefit liability (asset).

These amendments had no impact on the consolidated financial statements of the Company as it did not have any plan amendments, curtailments, or settlements during the period.

Amendments to IAS 28: Long-term interests in associates and joint ventures

The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). This clarification is relevant because it implies that the expected credit loss model in IFRS 9 applies to such long-term interests.

The amendments also clarified that, in applying IFRS 9, an entity does not take account of any losses of the associate or joint venture, or any impairment losses on the net investment, recognized as adjustments to the net investment in the associate or joint venture that arise from applying IAS 28 Investments in Associates and Joint Ventures.

F-283

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

These amendments had no impact on the consolidated financial statements as the Company does not have long-term interests in its associate and joint venture.

Annual Improvements 2015-2017 Cycle

•

IFRS 3 Business Combinations

These amendments had no impact on the consolidated financial statements of the Company as there is no transaction where a joint control is obtained during the three-month period ended.

•

IAS 12 Income Taxes

The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognizes the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where it originally recognized those past transactions or events.

An entity applies the amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. When the entity first applies those amendments, it applies them to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period.

Since the Company’s current practice is in line with these amendments, they had no impact on the interim consolidated condensed financial statements of the Company. In addition, no dividends have been declared during the period.

•

IAS 23 Borrowing Costs

The entity applies the amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after January 1, 2019, with early application permitted.

F-284

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Since the Company’s current practice is in line with these amendments, they had no impact on the consolidated financial statements of the Company.

2.3

Basis of consolidation

The unaudited interim condensed consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. There have been no changes in the Company’s ownership interests in subsidiaries during the period ended March 31, 2019.

2.4

Regulatory framework

There have been no significant changes in the Company’s Regulatory framework during the period ended March 31, 2019.

Note 3. Segment information

The subsidiaries’ accounting policies to measure results, assets and liabilities of the segment are consistent with that used in these unaudited interim condensed financial statements.

Note 4. Revenue from contracts with customers


	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Sales of goods and services		93,727		44,463

Total revenue from contracts with customers		93,727		44,463

Recognized at a point in time		93,727		—

F-285

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

4.1

Disaggregated revenue information


Types of goods	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Revenue from crude oil		73,271		31,501
Revenue from natural gas		19,075		11,418
Revenue from NGL		1,381		1,544

Revenue from contracts with customers		93,727		44,463


Sales Channel	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Refineries		73,271		31,501
Industries		10,706		—
Retail distributors of natural gas		5,928		2,689
Natural gas for electricity generation		2,441		8,729
Commercialization of NGL		1,381		1,544

Revenue from contracts with customers		93,727		44,463

Note 5. Crude oil stock fluctuation and operating expenses

Note 5.1 Crude oil stock fluctuation


	Consolidated Successor - Three-month period ended March 31, 2019			Predecessor - Three-month period ended March 31, 2018
Inventories of crude oil at the beginning of the period		2,722			1,468
Less: Inventories of crude oil at the end of the period		(4,048	)		(2,201	) ⁽¹⁾

Total Crude oil stock fluctuation		(1,326	)		(733	)

(1)	The inventory of crude oil acquired from PELSA for an amount of 2,201 are included in the inventories at the beginning of the period held by the Successor entity.

F-286

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 5.2 Operating expenses


	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Consumption of materials and repairs		5,843		4,028
Fees and compensation for services		15,368		10,956
Salaries and social security charges		2,448		1,515
Easements and canons		2,189		1,329
Transportation		579		113
Employee benefits		446		270
General expenses		896		156

Total Operating expenses		27,769		18,367

Note 6. Selling expenses


	Consolidated Successor - Three-month period ended March 31, 2019			Predecessor - Three-month period ended March 31, 2018
Taxes, rates and contributions		2,740			1,506
Transportation		2,026			787
Tax on bank transactions		1,149			648
Allowances/ (reversal) for expected credit losses		(257	)		49
Fees and compensation for services		37			101

Total selling expenses		5,695			3,091

F-287

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 7. General and administrative expenses


	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Fees and compensation for services		2,556		67
Salaries and social security charges		2,056		375
Employee benefits		1,796		253
Share-based payments expense		1,244		—
Taxes, rates and contributions		330		18
Depreciation of Property, plant and equipment		—		518
Institutional advertising and promotion		33		—
Other		690		235

Total General and administrative expenses		8,705		1,466

Note 8. Exploration expenses


	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Geological and geophysical expenses		126		44
Salaries and social security charges		—		74
Employee benefits		—		16

Total Exploration expenses		126		134

Note 9. Other operating income and expenses

Note 9.1 Other operating income


	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Services to third parties ⁽¹⁾		533		763
Surplus Gas Injection Compensation (SGIC)				291
Other		94		186

Total other operating income		627		1,240

(1)	Corresponds to services provided to customers that does not correspond to the main activity of the Company.

F-288

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

9.2 Other operating expenses


	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Allowance for obsolesce of inventories ⁽¹⁾		1,335		—
Restructuring expenses ⁽²⁾		667		—
Provision for environmental remediation		113		—
Provision for contingencies		—		2
Other		3		133

Total other operating expenses		2,118		135

(1)	Includes 646 related to current materials and spare parts and 689 related to non-current materials and spare parts.

(2)	The Company recorded restructuring charges that includes severance payments and other related fees, such charges relate principally to reorganization in the structure of the Group.

Note 10. Financial results

10.1

Interest income


	Consolidated - Successor Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Interests on government notes at amortized costs		26		239
Financial interests		49		—

Total Finance income		75		239

10.2

Interest expense


	Consolidated Successor - Three-month period ended March 31, 2019		Predecessor - Three-month period ended March 31, 2018
Borrowing interest (Note 16.2)		5,809		—
Other interest		8		23

Total Finance costs		5,817		23

F-289

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

10.3

Other financial results


	Consolidated Successor - Three-month period ended March 31, 2019			Predecessor - Three-month period ended March 31, 2018
Foreign currency exchange difference, net		2,712			(995	)
Changes in the fair value of government bonds and notes and mutual funds		447			69
Changes in the fair value of Warrants (Note 16.4.1)		(16,084	)		—
Unwinding of discount on asset retirement obligation		(398	)		(233	)
Effect of discount of assets and liabilities at present value Plan Gas		(232	)		—
Interest expense leases (Note 2.2)		(330	)
Amortized cost (Note 16.2)		(451	)		—
Other		108			—

Total Other financial results		(14,228	)		(1,159	)

Note 11. Earnings (loss) per share

Basic

Basic earnings (loss) per share are calculated by dividing the results attributable to equity holders of the parent by the weighted average of outstanding common shares during the period of the Company.

b)	Diluted

Diluted earnings (loss) per share are calculated by adjusting the weighted average of outstanding common shares of the Company to reflect the conversion of all dilutive potential common shares.

The calculation of diluted earnings (loss) per share does not entail a conversion, the exercise or another issuance of shares which may have an anti-dilutive effect on the losses per share, or where the option exercise price is higher than the average price of common shares during the period, no dilutive effect is recorded, being the diluted earnings (loss) per share equal to the basic.

During the three-month period ended March 31, 2018, the Company does not hold any potential dilutive shares or any antidilutive potential dilutive share; therefore, there are no differences with the basic loss per share.

F-290

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

As of March 31, 2019, VISTA has outstanding shares that can potentially be dilutive. The basic loss per share (LPS) is calculated by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. The diluted loss per share (LPS) is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, plus the weighted average number of common shares that would be issued upon the conversion of all instruments with dilution potential in common shares unless such shares are anti-dilutive.


	Consolidated - Successor			Predecessor
	Three-month period ended March 31, 2019			Three-month period ended March 31, 2018
Net loss for the period		(13,678	)		(6,649	)
Weighted average number of outstanding common shares		73,220,426			95,443,572

Basic and diluted loss per common share (U.S. Dollar per share)		(0.19	)		(0.07	)

As of March 31, 2019, VISTA has the following potential common shares that are anti-dilutive and are therefore excluded from the weighted average number of common shares for the purpose of diluted loss per share:

33,226,667 Series A shares related to the 99,680,000 outstanding Warrants, and

ii.

8,750,000 Series A shares to be used pursuant to the Long Term Incentive Plan for employee.

There have been no other transactions involving common shares or potential common shares between the reporting date and the date of authorization of these unaudited interim condensed consolidated financial statements.

F-291

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 12. Property, plant and equipment

Changes in property, plant and equipment for the three-month periods ended March 31, 2019 (Successor) are as follows:


	Land and buildings			Vehicles, machinery, installations, computer equipment and furniture			Oil and gas properties			Wells and production facilities			Work in progress ⁽¹⁾			Materials and spare parts			Total
Cost
As of January 1, 2019		2,221			15,665			351,306			424,962			90,693			9,491			894,338
Additions		—			—			—			—			14,489			61,462			75,951
Transfers		—			3			—			77,475			(22,514	)		(54,964	)		—
Allowance for obsolescence		—			—			—			—			—			(689	)		(689	)

As of March 31, 2019		2,221			15,668			351,306			502,437			82,668			15,300			969,600

Accumulated depreciation and impairment
As of January 1, 2019		(14	)		(1,354	)		(1,426	)		(70,822	)		—			—			(73,616	)
Depreciation and depletion charge for the period		(4	)		(586	)		(4,328	)		(18,768	)		—			—			(23,686	)

As of March 31, 2019		(18	)		(1,940	)		(5,754	)		(89,590	)		—			—			(97,302	)

Net book value
As of March 31, 2019		2,203			13,728			345,552			412,847			82,668			15,300			872,298

As of December 31, 2018		2,207			14,311			349,880			354,140			90,693			9,491			820,722

(1)	Includes 2,668 which represents transfers of leases from drilling services incurred that are capitalized as work in progress

F-292

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 13. Goodwill and other intangible assets

Changes in goodwill and other intangible assets for the period ended March 31, 2019 (Successor) are as follows:

Other intangible assets

Goodwill

Software
licenses

Exploration
rights

Total

Cost

As of January 1, 2019

28,484

2,716

29,681

32,397

Additions

—

1,132

—

1,132

Write offs

(607

)

(607

)

As of March 31, 2019

28,484

3,848

29,074

32,922

Accumulated amortization

As of January 1, 2019

—

(797

)

—

(797

)

Amortization charge for the period

—

(256

)

—

(256

)

As of March 31, 2019

—

(1,053

)

—

(1,053

)

Net book value

As of March 31, 2019

28,484

2,795

29,074

31,869

As of December 31, 2018

28,484

1,919

29,681

31,600

Note 14. Income tax expense

The Company calculates the income tax expense for the period using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim condensed consolidated statement for profit or loss are the following:


	Consolidated – Successor Three-month period ended March 31, 2019			Predecessor Three-month period ended March 31, 2018
Current income tax
• Current income tax charge		(3,069	)		(4,212	)
• Difference in the estimate of previous fiscal year income tax and the income tax return		—			(401	)
• Deferred income tax relating to origination and reversal of temporary differences		(2,636	)		(3,347	)

Income tax expense reported in the statement of profit or loss		(5,705	)		(7,960	)

Deferred tax charged to OCI		—			22

Total income tax charge		(5,705	)		(7,938	)

F-293

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

For the three months ended March 31, 2019 and 2018, the Company´s effective tax rate was 72% and 607%, respectively.

Significant differences between the effective and the statutory tax rate for the three-month period ended March 31, 2019 and 2018 includes (i) devaluation of Argentine Peso against the U.S. Dollar which impacts the tax deduction of the Company´s non-monetary assets, (ii) unrecognized net operating losses incurred in Mexico and (iii) the pre-tax basis for each period.

Note 15. Trade and other receivables


	Successor – March 31, 2019		Successor – December 31, 2018
Other receivables:

Prepayments, tax receivables and others:
Prepaid expenses and other receivables		10,472		10,646
Turnover tax credit		626		496

		11,098		11,142
Financial assets:
Natural gas surplus injection stimulus program credit ⁽¹⁾		8,650		9,049

		8,650		9,049

Total non-current trade and other receivables		19,748		20,191

F-294

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


	Successor – March 31, 2019		Successor – December 31, 2018
Trade:
Current
Receivables from oil and gas sales (net)		51,668		55,032
Checks to be deposited		685		883

Trade receivables, net		52,353		55,915

Other receivables:
Prepayments, tax receivables and others:
Value Added Tax (“VAT”) credit		13,550		10,127
Income tax credit		5,398		3,826
Turnover tax credit		1,261		1,938
Prepaid expenses		649		572

		20,858		16,463
Financial assets:
Natural gas surplus injection stimulus program credit ⁽¹⁾		9,881		6,899
Receivables from services to third parties		3,050		2,850
Advances and loans to employees		2,418		1,818
Grants on propane credit		908		982
Related parties (Note 24)		195		186
Price stability program of NGL credit		131		151
Other		519		786

		17,102		13,672

Other receivables		37,960		30,135
Total current trade and other receivables, net		90,313		86,050

(1)	This amount corresponds to balances pending collection for compensations under the Natural Gas Surplus Injection Promotion Program for Companies with Reduced Injection (“IR Program”).

Due to the short-term nature of the current trade and other receivables, their carrying amount is considered to be similar to its fair value. For the non-current trade and other receivables, the fair values are also not significantly different to their carrying amounts.

Trade receivables are non-interest bearing and are generally on terms of 30 to 45 days. No interest is charged on outstanding trade receivables.

There has been no change in the estimation techniques or significant assumptions made during the three-month period ended March 31, 2019.

F-295

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

has entered into bankruptcy proceedings. None of the trade receivables that have been written off is subject to enforcement activities. Based on its expected loss model, the Company has recognized a loss allowance of 100% against all receivables over 90 days past due because historical experience has indicated that these receivables are generally not recoverable.

As of March 31, 2019, trade receivables that were past due amounted to 1,844 and no allowance for expected credit losses of trade receivables were recorded.

As of the date of these condensed interim financial statements, the maximum exposure to credit risk corresponds to the carrying amount of each class of receivables.

Note 16. Financial Assets and financial liabilities

16.1 Financial liabilities: Borrowings


	Successor March 31, 2019		Successor December 31, 2018
Non-Current
Financial borrowings		279,867		294,415

Total non-current		279,867		294,415


Current
Financial borrowings		55,351		10,352

Total current		55,351		10,352

Total borrowings		335,218		304,767

The maturities of the Company’s borrowings (excluding finance lease liabilities) and its exposure to interest rates are as follow:


	Successor March 31, 2019		Successor December 31, 2018
Fixed rate
Less than one year		44,276		4,841
One to two years		29,196		14,721
Three to five years		111,643		132,486

Floating rates
Less than one year		9,264		5,511
One to two years		29,196		14,721
Three to five years		111,643		132,487

See note 16.4 for information regarding the fair value of the borrowings.

F-296

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following are the details of new borrowings entered into during the three-month period ended March 31, 2019:

Type of instrument

Company

Currency

Amount of
principal

Interest

Rate

Expiration

Carrying
amount as of
March 31,
2019

Financial Borrowings:

Vista Oil & Gas
Argentina, S.A.

US Dollar

35,000

Fixed

6.5% to
8%

September
2019 to
March 2020

35,012

On March 14, 2019, the Company subscribed a loan agreement with Banco Macro S.A. for an amount of 15,000 for a 180-day term accruing interest at an annual rate of 6.75%. In addition, on the same date, the Company subscribed a loan agreement with Banco Itaú Argentina S.A. for an amount of 10,000 for a 210-day term accruing interest at an annual rate of 6.50%. Lastly, on March 29, 2019, the Company subscribed three loan agreements with Banco de la Ciudad de Buenos Aires for an amount of 1,500, 1,500 and 7,000, respectively. The term for the first two loans was 180 days and the annual interest rate was 8% and 0%, respectively. The term for the last loan is 360 days and accrues interest at an annual interest rate of 7%.

16.2. Changes in liabilities arising from financing activities

The movements in the borrowings are as follows:


	Consolidated Successor – Three-month period ended March 31, 2019			Predecessor – Three-month period ended March 31, 2018
Balance at the beginning of the periods		304,767			—
Proceeds from the bridge loan		35,000			—
Accrued interest (Note 10.2) ⁽¹⁾		5,809			—
Payment of borrowings’ interests		(10,809	)		—
Amortized costs (Note 10.3) ⁽¹⁾		451			—

At the end of the period		335,218			—

(1)	Non-cash movement

F-297

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

16.3 Financial instruments by category

The following chart presents financial instruments by category (Successor):


As of March 31, 2019	Financial assets/liabilities at amortized cost		Financial assets/liabilities at FVTPL		Total financial assets/liabilities
Assets
Natural gas surplus injection stimulus program credit (Note 15)		8,650		—		8,650

Total non-current Financial assets		8,650		—		8,650

Cash and bank balances (Note 18)		54,342		—		54,342
Short term investments (Note 18)		21,676		11,520		33,196
Receivables from oil and gas sales (Note 15)		51,668		—		51,668
Natural gas surplus injection stimulus program credit (Note 15)		9,881		—		9,881
Receivables from services to third parties (Note 15)		3,050		—		3,050
Advances and loans to employees (Note 15)		2,418		—		2,418
Grants on propane credit (Note 15)		908		—		908
Checks to be deposited (Note 15)		685		—		685
Related parties (Note 24)		195		—		195
Price stability program of NGL credit (Note 15)		131		—		131
Other		519		—		519

Total current financial assets		145,473		11,520		156,993

Liabilities
Accounts payable and accrued liabilities and others		1,003		—		1,003
Borrowings		279,867		—		279,867
Warrants		—		39,784		39,784

Total non-current Financial liabilities		280,870		39,784		320,654

Accounts payable and accrued liabilities and others		64,021		—		64,021
Borrowings		55,351		—		55,351

Total current Financial liabilities		119,372		—		119,372

F-298

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)


As of December 31, 2018	Financial assets/liabilities at amortized cost		Financial assets/liabilities at FVTPL		Total financial assets/liabilities
Assets
Natural gas surplus injection stimulus program credit (Note 15)		9,049		—		9,049

Total non-current Financial assets		9,049		—		9,049

Receivables from oil and gas sales (Note 15)		55,032		—		55,032
Checks to be deposited (Note 15)		883		—		883
Natural gas surplus injection stimulus program credit (Note 15)		6,899		—		6,899
Receivables from services to third parties (Note 15)		2,850		—		2,850
Advances and loans to employees (Note 15)		1,818		—		1,818
Grants on propane credit (Note 15)		982		—		982
Related parties (Note 24)		186		—		186
Price stability program of NGL credit (Note 15)		151		—		151
Other		786		—		786
Cash and bank balances (Note 18)		13,254		—		13,254
Short term investments (Note 18)		56,197		11,457		67,654

Total current financial assets		139,038		11,457		150,495

Liabilities
Accounts payable and accrued liabilities and others		1,008		—		1,008
Borrowings		294,415		—		294,415
Warrants		—		23,700		23,700

Total non-current Financial liabilities		295,423		23,700		319,123

Accounts payable and accrued liabilities and others		84,334		—		84,334
Borrowings		10,352		—		10,352

Total current Financial liabilities		94,686		—		94,686

F-299

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The income, expenses, gains and losses derived from each of the financial instrument categories are indicated below:

For the period ended March 31, 2019 (Successor):


	Financial assets/liabilities at amortized cost			Financial assets/liabilities at FVTPL			Total
Interest income (Note 10.1)		75			—			75
Interest expense (Note 10.2)		(5,817	)		—			(5,817	)
Foreign exchange, net (Note 10.3)		2,712			—			2,712
Results from financial instruments at fair value (Note 10.3)		—			(16,084	)		(16,084	)
Changes in the fair value of government bonds (Note 10.3)		—			447			447
Amortized cost (Note 10.3)		(451	)		—			(451	)
Interest expense leases (Note 10.3)		(330	)					(330	)
Effect on discount on assets and liabilities at present value (Note 10.3)		(232	)		—			(232	)
Unwinding of discount on asset retirement obligation (Note 10.3)		(398	)		—			(398	)
Other		108			—			108

Total		(4,333	)		(15,637	)		(19,970	)

For the period ended March 31, 2018 (Predecessor):


	Financial assets/liabilities at amortized cost			Financial assets/liabilities at FVTPL		Total
Interest income (Note 10.1)		239			—		239
Interest expense (Note 10.2)		(23	)		—		(23	)
Foreign exchange, net (Note 10.3)		(995	)		—		(995	)
Results from financial instruments at fair value (Note 10.3)		—			69		69
Unwinding of discount on asset retirement obligation (Note 10.3)		(233	)		—		(233	)

Total		(1,012	)		69		(943	)

16.4 Fair values

This note provides information about how the Group determines fair values of various financial assets and financial liabilities.

F-300

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

16.4.1 Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis

•

Level 1: quoted prices (not adjusted) for identical assets or liabilities in active markets.

•

Level 2: data different from the quoted prices included in Level 1 observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices).

•

Level 3: Asset or liability data based on information that cannot be observed in the market (i.e., unobservable data).

The following table shows the Company’s financial assets and liabilities measured at fair value as of March 31, 2019 and December 31, 2018:

As of March 31, 2019

Level 1

Level 2

Level 3

Total

Assets

Financial assets at FVTPL

Government bonds and notes

11,520

—

11,520

Total assets

11,520

—

11,520

As of March 31, 2019

Level 1

Level 2

Level 3

Total

Liabilities

Financial liabilities at FVTPL

Warrants

—

39,784

Total liabilities

—

39,784

As of December 31, 2018

Level 1

Level 2

Level 3

Total

Assets

Financial assets at FVTPL

Government bonds and notes

11,457

—

11,457

Total assets

11,457

—

11,457

As of December 31, 2018

Level 1

Level 2

Level 3

Total

Liabilities

Financial liabilities at FVTPL

Warrants

—

23,700

Total liabilities

—

23,700

F-301

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

If one or more variables used to determine the fair value could not be observed in the market, the financial instrument is included in Level 3.

There were no transfers between Level 1 and Level 2 during the period from January 1, 2019 through March 31, 2019 or from January 1, 2018 through March 31, 2018.

The following weighted average assumptions were used to estimate the fair value of the warrant liability as of March 31, 2019:


		March 31, 2019
Annualized volatility		26.789%
Domestic risk-free interest rate		7.7611%
Foreign risk-free interest rate		2.2521%
Expected life of warrants in years		4.03 years
Fair value per Warrant		U.S.$0.3991

This is a Level 3 recurring fair value measurement. The key Level 3 inputs used by management to determine the fair value are the market price and the expected volatility. If the market price were to increase by U.S.$ 0.10 this would increase the obligation by approximately 974 as of March 31, 2019. If the market price were to decrease U.S.$ 0.10 this would decrease the obligation by approximately 973. If the volatility were to increase by 50 basis points this would increase the obligation by approximately 97 as of March 31, 2019. If the volatility were to decrease by 50 basis point, this would decrease the obligation by approximately 109 as of March 31, 2019.

F-302

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Reconciliation of Level 3 fair value measurements:


	March 31, 2019		December 31, 2018
Balance of warrant liability as of the beginning of the period/year:		23,700		14,840
Total gains or losses:
– in profit or loss		16,084		8,860

Closing balance		39,784		23,700

16.4.2 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

Except as detailed in the following table, the Company consider that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values as explained in the correspondent notes.

As of March 31, 2019

Carrying
amount

Fair
Value

Level

Liabilities

Borrowings

335,218

283,350

Total liabilities

335,218

283,350

16.5 Financial instruments risk management objectives and policies

16.5.1 Financial Risk Factors

The Company’s activities are subject to several financial risks: market risk (including the exchange rate risk, the interest rate risk and the price risk), credit risk and liquidity risk.

Financial risk management is encompassed within the Company’s global policies, there is an integrated risk management methodology focused on monitoring risks affecting the whole Group. The Company’s risk management strategy seeks to achieve a balance between profitability targets and risk exposure levels. Financial risks are those derived from financial instruments the Company is exposed to during or at the closing of each period. The Company did not use derivative instruments to hedge any risk according to its risk management internal policies in the periods presented.

Financial risk management is controlled by the Company’s Financial Department, which identifies, evaluates and covers financial risks. Risk management systems and policies are reviewed on a regular basis to reflect changes in market conditions and the Company’s activities. The Company has reviewed its exposure to financial risk

F-303

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

factors and has not identified any significant change to the risk analysis included within its 2018 annual financial statements except for the following:

16.5.1.1 Market risks

Foreign exchange risk

The Company’s financial situation and the results of its operations are sensitive to variations in the exchange rate between the U.S. Dollar and the Argentine peso (“ARS” or “Argentine peso”) and other currencies. The Company does not use derivative financial instruments to mitigate associated exchange rate risks in the periods presented.

The majority of the Company´s sales are directly denominated in dollars or the evolution of its price follows the evolution of the quotation of this currency. The Company collects a significant portion of its revenues in ARS pursuant to prices which are indexed to the U.S. dollar, mainly revenues resulting from the sale of gas and crude oil.

During the period from January 1, 2019 through March 31, 2019 the Argentine Peso depreciated by approximately 15%.

The following tables demonstrate the sensitivity to a reasonably possible change in ARS exchange rate against the U.S. Dollar, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and monetary liabilities denominated in currencies other that the U.S. Dollar, the functional currency of the Company. The Group’s exposure to foreign currency changes for all other currencies is not material.


		As of March 31, 2019
Change in Argentine Peso Rate		+/- 18%
Effect in profit before tax		(8,234) / 8,234
Effect in pre-tax equity		(8,234) / 8,234

Argentine inflationary environment

In the three-month period ended March 31, 2019 the Argentine Peso depreciated approximately 15%. During 2018, the Argentine Peso depreciated approximately 100%, annual interest rates were raised in excess of 60%, and wholesale price inflation accelerated considerably. The 3-year cumulative rate of inflation reached a level of around 140%.

F-304

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 17. Inventories


	Successor – March 31, 2019		Successor – December 31, 2018
Materials and spare parts		18,518		15,465
Crude oil		4,048		2,722

Total		22,566		18,187

Note 18. Cash, bank balances and short term investments


	Successor – March 31, 2019		Successor – December 31, 2018
Banks		54,342		13.254
Mutual funds		18,246		52,793
Government bonds		11,520		14,861
Treasury Notes		3,430		—

Total		87,538		80,908

For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, mutual funds and time deposits with a maturity less than three months used by the Company as part of its cash management. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as follows:


	Successor – March 31, 2019			Successor – December 31, 2018
Cash, banks and short term investments		87,538			80,908

Less
Government bonds		(14,950	)		(14,861	)

Cash and cash equivalents		72,588			66,047

Note 19. Share Capital

On February 13, 2019 the Company completed the sale of 5,500,000 series A shares and 5,000,000 million of warrants to purchase series A shares for an aggregate amount of 55,000 to Kensington Investments B.V., pursuant to a Forward Purchase Agreement and certain subscription commitment, disclosed in Note 20.1.1 of the annual financial statements.

After giving effect to this transaction, Vista has:

•

F-305

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Mexican national Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and listed on the Mexican Stock Exchange;

•

2 series C shares outstanding, which represent the fixed portion of Vista’s capital stock, all of which are registered with the Mexican National Securities Registry of the Mexican National Banking and Securities Commission and listed on the Mexican Stock Exchange; and

•

The following chart shows a reconciliation of the movements in equity of the Company from January 1, 2019 through March 31, 2019:


	Series A – Publicly traded shares (1)		Series A – Private Offering (2)		Series B (3)		Series C (4)		Total


Balances as of January 1, 2019 (in USD)		423,017		90,238		—		—		513,255
Number of shares		60,909,315		9,500,000		—		2		70,409,317

Series A shares issued on February 13, 2019, net of issuance costs (in USD)		54,391		—		—		—		54,391
Number of shares		5,500,000		—		—		—		5,500,000

Balance as of March 31, 2019 (in USD)		477,408		90,238		—		—		567,646
Number of shares		66,409,315		9,500,000		—		2		75,909,317

Note 20. Provisions


	Successor – March 31, 2019		Successor – December 31, 2018
Non-Current
Asset retirement obligation		15,841		15,430
Environmental remediation		657		756

Total Non-current provision		16,498		16,186


	Successor – March 31, 2019		Successor – December 31, 2018
Current
Environmental remediation		2,616		2,968
Asset retirement obligation		823		823
Provisions for contingencies		304		349

Total Current provisions		3,743		4,140

F-306

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 21. Salaries and social security payable


	Successor – March 31, 2019		Successor – December 31, 2018
Current
Salaries and social security contributions		2,082		925
Short-term employee benefits		1,207		1,052
Provision for gratifications and bonus		872		4,371

Total current		4,161		6,348

Note 22. Other taxes and royalties payable


	Successor – March 31, 2019		Successor – December 31, 2018
Current
Royalties		5,125		5,467
Tax withholdings payable		967		909
Value added tax		209		—
Turnover tax		—		139
Other		219		—

Total current		6,520		6,515

F-307

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 23. Accounts payable and accrued liabilities


	Successor – March 31, 2019		Successor – December 31, 2018
Non-Current
Accrued liabilities:
Extraordinary canon on SGIC		1,003		1,008
Total non-current accounts payable and accrued liabilities		1,003		1,008

Current
Accounts payable:
Suppliers		61,038		73,609
Total current accounts payable		61,038		73,609
Accrued liabilities:
Concession extension of—Bajada del Palo payable		—		7,899
Extraordinary canon on SGIC		1,145		769
Balances with joint operations		463		1,023
Directors’ fees		1,375		1,034

Total current accrued liabilities		2,983		10,725

Total current accounts payable and accrued liabilities		64,021		84,334

Note 24. Related parties transactions and balances

Note 2.3 to the Company’s annual financial statements as of December 31, 2018 provides information about the Group’s structure, including details of the subsidiaries of the holding company (Successor) and the Predecessor Company.

F-308

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period.


	Consolidated – Successor For the period ended March 31, 2019		Predecessor For the period ended March 31, 2018
Revenue from crude oil
Pampa Energía S.A. (former Parent of PELSA)		—		31,501
Revenue from natural gas
Pampa Energía S.A. (former Parent of PELSA)		—		2,647
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		7,726
Exploitation services
Veta Escondida y Rincón de Aranda U.T.E. (Joint operation in which the former parent of PELSA participate)		—		32
Purchases of goods and services
Riverstone Vista Capital Partners L.P.		9		—
Pampa Energía S.A. (former Parent of PELSA)		—		(546	)
Selling expenses
Pampa Comercializadora S.A. (Subsidiary of the former Parent of PELSA)		—		(91	)
Oleoductos del Valle S.A. (Subsidiary of the former Parent of PELSA)		—		(610	)

Balances with related parties:


	Successor – March 31, 2019		Successor – December 31, 2018
Other receivables
Riverstone Vista Capital Partners L.P.		195		186

Outstanding balances at the period-end/year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the period beginning January 1, 2019 through March 31, 2019 (Successor) and from January 1, 2018 through March 31, 2018 (Predecessor), the Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each period-end through examining the financial position of the related party and the market in which the related party operates.

There are no other related party transactions.

F-309

VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND

PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)

(In thousands of U.S. Dollars, unless otherwise specified)

Note 25. Commitments and contingencies

For a description of the Company’s investment commitments regarding their oil and gas properties, see Notes 27 and 29.4 to the 2018 annual financial statements. There were no material changes to the commitments and contingencies reported in those financial statements.

Note 26. Business Combinations

There were no business combinations during the period ended March 31, 2019. Refer to Note 31 to the annual financial statements for further details on the 2018 business combinations.

Note 27. Events after the reporting period

The Company has evaluated events subsequent to March 31, 2019 in order to assess the need for potential recognition or disclosure in these interim condensed consolidated financial statements. The Company assessed such events until April 25, 2019, the date these interim condensed consolidated financial statements were available to be issued. Based on this evaluation, it was determined that there were no subsequent events requiring recognition or disclosure in these unaudited interim condensed consolidated financial statements.

F-310

Series A Shares

LOGO

Vista Oil & Gas, S.A.B. de C.V.

PROSPECTUS

Joint Global Coordinators and Joint Bookrunners



Citigroup		Credit Suisse

Through and including , (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.

Indemnification of Directors and Officers.

Neither the laws of Mexico nor our by-laws or other constitutive documents provide for indemnification of our directors or officers. We may purchase and maintain directors’ and officers’ liability insurance covering our directors and executive officers with respect to general civil liability, including liabilities under the Securities Act, which our directors and officers may incur in their capacities as such. We maintain directors’ and officers’ liability insurance covering our directors and executive officers with respect to general civil liability, which he or she may incur in his or her capacity as such. In addition, pursuant to the underwriting agreement the underwriters will agree to indemnify, under certain conditions, the registrant, its directors and officers and persons who control us (within the meaning of the Securities Act) against certain liabilities under the U.S. securities laws.

Item 7.

Recent Sales of Unregistered Securities.

Set forth below is information regarding securities offered and sold by us since our inception that were not registered under the Securities Act of 1933, as amended, or the Securities Act. Also included is the consideration received by us for such securities and the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was relied on.

(a) Sales of Share Capital

On August 15, 2017, a total of 65,000,000 series A shares and 65,000,000 warrants exercisable for such series A shares were sold in our initial public global offering on the Mexican Stock Exchange, for an aggregate consideration of US$650 million minus the offering fees of US$10.0 million (net of taxes and including an underwriting commission of US$6.5 million) and an additional underwriting commission of US$19.5 million paid upon the consummation of the Initial Business Combination. Three warrants entitle the holder thereof to purchase one series A share at a price of US$11.50 per series A share. The warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for a series A share for any 20 trading days within an applicable 30-trading day period equals or exceeds the Mexican Peso equivalent of US$18.00 and the registrant decides to early terminate the exercise period thereof. The initial purchasers in our global initial global public offering were Citigroup and Credit Suisse and the leading Mexican underwriters were Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Citibanamex and Casa de Bolsa Credit Suisse (México), S.A. de C.V., Grupo Financiero Credit Suisse (México).

On August 15, 2017, the registrant sold 29,680,000 warrants to five investors in a private placement for an aggregate consideration of US$14,840,000. Three warrants entitle the holder thereof to purchase one series A share at a price of US$11.50 per series A share. The warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for a series A share for any 20 trading days within an applicable 30-trading day period equals or exceeds the Mexican Peso equivalent of US$18.00 and the registrant decides to early terminate the exercise period thereof.

On April 4, 2018, the registrant sold 9,500,000 series A shares to private investors in a private placement for an aggregate consideration of US$95 million.

On February 12, 2019, the registrant completed the sale of 5,000,000 series A shares and 5,000,000 warrants to one investor in a private placement for an aggregate consideration of US$50 million. Three warrants entitle the holder thereof to purchase one series A share at a price of US$11.50 per series A share. The warrants expire on April 4, 2023 or earlier if, after exercisability, the closing price for a series A share for any 20 trading days within an applicable 30-trading day period equals or exceeds the Mexican Peso equivalent of US$18.00 and the registrant decides to early terminate the exercise period thereof. We also completed the sale of 500,000 series A shares for an amount of US$5.0 million pursuant to a certain subscription commitment.

II-1

The proceeds from the securities described above were primarily used to finance the Initial Business Combination. The securities described above were offered in the United States pursuant to Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States pursuant to Regulation S under the Securities Act.

(b) Grants and Exercises of Stock Options and Restricted Series A Shares

On March 22, 2018, the registrant reserved 8,750,000 series A shares for implementing the Long Term Incentive Plan. As of March 31, 2019 and the date of this prospectus, 2,173,826 restricted series A shares and 3,994,003 stock options to purchase series A shares have been granted, and 19,685 series A shares have vested and are outstanding, in each case in connection with the Long Term Incentive Plan and certain award agreements among the registrant and the beneficiaries thereto. The securities described above were only offered in offshore transactions outside the United States pursuant to Regulation S under the Securities Act.

Item 8.

Exhibits and Financial Statement Schedules.

(a) Exhibits : See Exhibit Index beginning on page II-4 of this registration statement.

The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made for the benefit of the other parties to the applicable agreement and (1) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (2) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (3) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (4) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

(b) Financial Statement Schedules : All schedules have been omitted because they are not required, are not applicable or the required information is otherwise set forth in the consolidated financial statements or related notes thereto.

Item 9.

Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the international underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the international underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a

II-2

form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be deemed to be part of this registration statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

II-3

INDEX TO EXHIBITS


Number		Description

1.1*		Form of Underwriting Agreement

3.1		English translation of bylaws (as amended) of the registrant

4.1*		Form of Deposit Agreement among Vista Oil & Gas, S.A.B. de C.V., The Bank of New York Mellon, as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to our Registration Statement on Form F-6 (File No. 333- ) filed with the SEC on , 2019

5.1		Form of opinion of Creel, García-Cuellar, Aiza y Enríquez, S.C., Mexican counsel of the registrant, as to the validity of the series A shares

10.1		Term Loan Agreement, dated July 19, 2018, among Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.), as borrower, Vista Oil & Gas, S.A.B. de C.V., Vista Oil & Gas Holding I, S.A. de C.V., APCO Argentina S.A. and APCO Oil and Gas International, Inc. and (i) Banco de Galicia y Buenos Aires S.A.U., Itaú Unibanco S.A.U., Nassau Branch, Banco Santander Rio S.A. and Citibank, N.A. (acting through its International Banking Facilities), as lenders, and (ii) Banco Itaú, as administrative agent

10.2		Guaranty to Term Loan Agreement, dated July 19, 2018, among Vista Oil & Gas, S.A.B. de C.V., APCO Argentina S.A., APCO Oil and Gas International, Inc. and Banco de Galicia y Buenos Aires S.A.U., Itaú Unibanco S.A.U., Nassau Branch

10.3		Guaranty to Term Loan Agreement, dated October 22, 2018, among Vista Oil & Gas Holding II, S.A. de C.V. and Itaú Unibanco S.A.U., Nassau Branch

10.4		English translation of Warrant Indenture, dated August 7, 2017, between Vista Oil & Gas, S.A.B. de C.V. and Monex Casa de Bolsa, S.A. de C.V.

10.5		English translation of concession agreement regarding the Bajada del Palo Oeste and Bajada del Palo Este concessions, dated November 22, 2018, among Vista Oil & Gas Argentina S.A., APCO Oil & Gas S.A.U. and the Province of Neuquén

10.6		English translation of concession agreement regarding the Entre Lomas concession in the Province of Neuquén, dated June 11, 2009, among Petrolera Entre Lomas S.A., APCO Argentina Inc. ( Sucursal Argentina ) and the Province of Neuquén

10.7		English translation of concession agreement regarding the Entre Lomas concession in the Province of Río Negro, dated December 9, 2014, among Petrolera Entre Lomas S.A. and the Province of Río Negro

10.8		English translation of concession agreement regarding the Jagüel de los Machos and 25 de Mayo – Medanito concessions in the Province of Río Negro, dated December 9, 2014, among Petrobras Argentina S.A. and the Province of Río Negro

10.9†		Strategic Partners Agreement, dated August 1, 2017, among Vista Oil & Gas, S.A.B. de C.V., Vista Sponsor Holdings, L.P., Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov

10.10		Amended & Restated Forward Purchase Agreement, dated September 12, 2018, among Vista Oil & Gas, S.A.B de C.V. and Riverstone Vista Capital Partners, L.P.

10.11		Amendment No. 1 to the Credit Agreement, dated as of June 10, 2019, by and among Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.), as borrower, Vista Oil & Gas, S.A.B. de C.V., Vista Oil & Gas Holding I, S.A. de C.V., APCO Argentina S.A., APCO Oil & Gas S.A.U. and Vista Oil & Gas Holding II, S.A. de C.V., as guarantors, the required lenders party thereto and Itaú Unibanco S.A., Nassau Branch, as administrative agent

II-4


Number		Description

21.1		List of subsidiaries of the registrant

23.1		Consent of Mancera, S.C. (Member of Ernst & Young Global Limited)

23.2		Consent of Price Waterhouse & Co., S.R.L., Buenos Aires, Argentina, a member firm of PricewaterhouseCoopers network, relating to the financial statements of Petrolera Entre Lomas S.A.

23.3		Consent of Price Waterhouse & Co., S.R.L., Buenos Aires, Argentina, a member firm of PricewaterhouseCoopers network, relating to the financial statements of APCO Oil & Gas International, Inc. (Argentina Branch)

23.4		Consent of Price Waterhouse & Co., S.R.L., Buenos Aires, Argentina, a member firm of PricewaterhouseCoopers network, relating to the statements of revenues and direct operating expenses of Jagüel de los Machos and 25 de Mayo-Medanito SE

23.5		Consents of Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst & Young Global Limited), with respect to APCO Oil & Gas International, Inc. Argentina Branch

23.6		Consents of Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst & Young Global Limited), with respect to Jagüel de los Machos and 25 de Mayo – Medanito SE

23.7		Consent of Creel, García-Cuellar, Aiza y Enríquez, S.C. (included in Exhibit 5.1)

23.8		Consent of Gaffney, Cline & Associates, Inc.

24.1		Power of attorney (included on the signature page of this registration statement)

99.1		Reserves Report, dated February 13, 2019, prepared by Gaffney, Cline & Associates, Inc.

*	To be filed by amendment.

†	Portions of the exhibit have been redacted.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico, on July 2, 2019.


VISTA OIL & GAS, S.A.B. DE C.V.

/s/ P ABLO M ANUEL V ERA P INTO
Name:		Pablo Manuel Vera Pinto
Title:		Chief Financial Officer and principal accounting officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Miguel Galuccio, Pablo Manuel Vera Pinto, Alejandro Cherñacov and Javier Rodríguez Galli, as attorneys-in-fact, and each of them, individually, with full power of substitution, for them in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of series A shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to any amendment or supplement to the registration statement on Form F-1, or the Registration Statement, to be filed with the U.S. Securities and Exchange Commission with respect to such series A shares, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on July 2, 2019.


Name		Title

/ S / M IGUEL G ALUCCIO Miguel Galuccio		Chairman and Chief Executive Officer (principal executive officer)

/ S / P ABLO M ANUEL V ERA P INTO Pablo Manuel Vera Pinto		Chief Financial Officer (principal financial officer and principal accounting officer)

/ S / K ENNETH R YAN Kenneth Ryan		Director

/ S / S USAN L. S EGAL Susan L. Segal		Director

/ S / M AURICIO D OEHNER C OBIAN Mauricio Doehner Cobian		Director

/ S / P IERRE -J EAN S IVIGNON Pierre-Jean Sivignon		Director

/ S / M ARK B LY Mark Bly		Director

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement or amendment thereto on July 2, 2019.


/s/ D ONALD J. P UGLISI
Name:		Puglisi & Associates
Title:		Managing Director, Puglisi & Associates

Exhibit 3.1

VISTA OIL & GAS, S.A.B. DE C.V.

BY-LAWS

CHAPTER I

CORPORATE NAME, CORPORATE DOMICILE, CORPORATE PURPOSE,

TERM AND NATIONALITY

ARTICLE ONE . The corporate name of the company is Vista Oil & Gas , and it shall be followed by the words Sociedad Anónima Bursátil de Capital Variable or its abbreviation, “ S.A.B. de C.V. ” (the “ Company ”).

ARTICLE TWO . The corporate domicile of the Company is Mexico City, United Mexican States (“ Mexico ”). However, the Company may establish agencies, offices, warehouses, branches or facilities within Mexico or abroad, as well as establish conventional domiciles in Mexico or abroad, without implying thereby a change of its corporate domicile.

ARTICLE THREE The corporate purpose of the Company is to:

acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests;

participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient;

issue and place shares representing the capital stock of the Company, publicly or privately, having obtained the previous authorization by the competent authorities or institutions when needed and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law and/or other applicable provisions, as requested, in domestic or foreign securities markets;

issue and place warrants as referred in articles 65, 66 section I, 67 and other applicable of the Securities Market Law, publicly or privately and on shares representing the Company’s capital stock or any other kind of securities, having obtained the previous authorization by the competent authorities or institutions when needed and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law, the general provisions that the National Banking and Securities Commission issued for such purposes and/or other applicable legal provisions, as requested, in national or foreign securities markets;

issue and place negotiable instruments, debt instruments or any other security, be it public or private, having obtained the previous authorization by the competent authorities when needed or institutions and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law the general provisions that the National Banking and Securities Commission issued for such purposes and/or other applicable legal provisions, as requested, in national or foreign securities markets;

issue any unsubscribed shares, held in treasury, for their subsequent placement in accordance with article 53 of the Mexican Securities Market Law and the applicable legal provisions;

acquire its own shares, in accordance with applicable legislation;

make any cash reimbursements for the benefit of Series “A” Shares shareholders resulting from (i) reductions in the variable portion of the capital stock of the Company, (ii) refunds on any contributions to future capital increases, regardless of the manner in which such contribution is documented, and (iii) payments in connection with any exchange rate hedging, regardless of the manner in which it is documented, entered by the Company, as determined by the General Shareholders’ Meeting;

enter into all kinds of agreements, contracts and documents, including without limitation, credit, broker, purchase and sale, supply, distribution, consignment, agency, commission, mortgage, bailment, barter, lease, sublease, management, services, technical assistance, consulting, commercialization, joint venture or co-investment, association and other agreements, as may be necessary or appropriate, pursuant to the laws of any jurisdiction and regardless of the name they are given;

grant, manage, acquire, and sell all types of credit rights in favor of any individual or legal entity;

render and receive any kind of services directly or indirectly through third parties, to and with any kind of persons, individuals or legal entities, including governmental agencies within Mexico or abroad, including without limitation, professional services related to activities such as: sales, engineering, repair and/or maintenance, inspection, technical support, management, consultancy, supervision, control, health, security, accounting, finance, training, research, operation, development and courier services;

acquire, sell, lease, rent, sublease, use, enjoy, possess, license and dispose of, under any legal form, all types of real estate, immovable and personal properties, equipment and goods, including as bailor and bailee, and to hold rights over such properties, including all types of machinery, equipment, accessories, offices and other supplies necessary or convenient;

carry out by itself or on behalf of third parties, training, research and development programs of any kind necessary or convenient;

receive and grant any kind of guaranties, personal and/or in rem , as a result of any loans or financing granted by the Company and/or as deemed necessary or convenient, as well as grant deposits or any other kind of guaranties;

incur and assume obligations of any nature under the capacity as joint and several obligor ( obligado solidario );

issue, execute, accept, endorse, certify, acquire, sell, exchange, guarantee and, in general, subscribe and manage all kinds of negotiable instruments, including bonds, notes, commercial papers, debentures, participation certificates, promissory notes, regardless of the name they are given and of the laws to which they are subject, with the authority to obligate itself for the benefit of third parties in connection with negotiable instruments and carry out all kinds of credit transactions and guaranties;

execute any type of derivative transactions of any nature in accordance with applicable law;

open, manage and cancel bank accounts and any other accounts;

acquire, possess, use, register, renew, assign, and dispose of any kind of patents, brands, commercial names, franchises and any and all types of intellectual or industrial property rights;

request, obtain, license, assign, use, exploit and dispose of any type of permit, license, concession, franchise and/or authorization issued by federal, state or municipal authorities, both Mexican and foreign, and to carry out acts relating thereto;

act as representative agent, intermediary, beneficiary, commission agent, mediator, advisor or in any other capacity in favor of any type of person, individual or legal entity;

in general, execute and carry out, within Mexico or abroad, on its own behalf or on behalf of third parties, with individuals or entities, including any governmental agency, any kind of contracts, agreements or acts, whether principal or accessory, civil or commercial, or of any other nature, as necessary or convenient; and

carry-out any acts required or permitted by applicable legislation.

ARTICLE FOUR . The term of existence of the Company shall be indefinite.

ARTICLE FIVE . The Company is organized under the laws of Mexico. Any foreigner who, either at the incorporation of the Company or at any time thereafter, acquires shares or any interest in the Company, formally undertakes before the Ministry of Foreign Affairs to be considered as a Mexican national with respect to its interests in the Company, as well as the property, rights, concessions, participation or interests held by the Company, and the rights and obligations deriving from the agreements to which the Company is a party, and further undertakes not to invoke the protection of its government with respect to such interest, under the penalty upon the breach of such undertaking, of forfeiting such interest in favor of the Mexican Nation.

CHAPTER II

CAPITAL STOCK AND SHARES

ARTICLE SIX . The capital stock of the Company is variable. The fixed portion of the capital stock of the Company not subject to the right of withdrawal is the amount of Ps.3,000.00, represented by 2 Series “C” ordinary, nominative shares with no expression of their par value. The variable portion of the capital stock is unlimited and will be represented by:

(a)

Series “A” Shares, which will be ordinary, nominative, with no expression of their par value, and granting equal economic and corporate rights, as well as equal obligations to their holders. The Series “A” Shares may be subscribed and paid for by Mexican or foreign individuals or corporations alike, as well as by any other foreign entities, whether they have or not legal personality.

(b)

Series “B” Shares which will be ordinary, nominative, with no expression of their par value, and granting equal economic and corporate rights, as well as equal obligations to their holders. The Series “B” Shares may be subscribed and paid for by the Strategic Partners (as such term is defined in Article Tenth below) and the independent directors of the Company, and convertible to Series “A” Shares upon resolution adopted by the General Shareholders’ Meeting.

Ordinary Shareholders Meetings may approve the issuance of (i) other types of shares, including those conferring special or limited rights to their holders or imposing additional obligations on them; and/or (ii) securities with respect to such shares.

The entirety of the shares in which the capital stock is divided can be freely subscribed.

Each series of shares grants the same rights and obligations, including economic rights, and as a result all holders of the shares participate equally, without any distinction, in any dividend, repayment, amortization or distribution of any nature in the terms herein.

Notwithstanding the above and with the prior authorization of the National Banking and Securities Commission, the Company may issue shares with no voting rights, with limited corporate rights or with limited vote, as long as such shares do not exceed 25% of the capital stock that the National Banking and Securities Commission determines as placed among the public in general, on the date of the relevant public offering, in accordance with article 54 of the Securities Market Law or any other provision that may substitute it from time to time, and other applicable legal provisions.

Non-voting shares shall not count for determining the necessary quorum to call to order the General Shareholders’ Meeting. Limited or restricted voting shares will count only in determining the necessary quorum to call to order shareholders’ meetings in which their vote is needed or the special meetings.

Resolutions adopted at any General Shareholders’ Meeting in which the issuance of non-voting or restricted or limited voting shares is approved, shall set forth the rights, limitations, restrictions, and all other characteristics corresponding to such shares.

ARTICLE SEVEN . The Company may issue unsubscribed shares, which shall be kept in the Company’s treasury to be delivered as they are subscribed and paid, including as a result of the conversion of securities convertible to shares, or the conversion of a series of shares for another specific series, upon previous resolution by the General Shareholders’ Meeting.

Likewise, the Company may issue unsubscribed shares for their placement among the public in general, in accordance with the terms and as long all conditions foreseen for such purposes in article 53 of the Securities Market Law are fulfilled, including the obtainment of the authorization from the National Banking and Securities Commission for public offering.

The preferred subscription right referred in article 132 of the General Law on Commercial Companies, is not applicable in the event of capital increases made (i) in terms of article 53 of the Securities Market Law or any other provision that substitutes it; (ii) in terms of an issuance of securities that are convertible into Company’s shares; (iii) in terms of a conversion of a series of shares to another specific series upon previous resolution by the General Shareholders’ Meeting; (iv) as a result of the merger of the Company, whether as subsisting or disappearing company; or (v) as a consequence of the placement of repurchased shares in terms of applicable law.

ARTICLE EIGHT . The Company may acquire shares representing its capital stock or negotiable instruments or other instruments which represent such shares, without applying the prohibition referred to on the first paragraph of article 134 of the General Law on Commercial Companies, as long as: (i) the acquisition of its own shares is made through a domestic stock exchange, (ii) the acquisition and, in such an event, sale through an exchange, is made at market price, except for public offerings authorized by the National Banking and Securities Commission, (iii) the acquisition of its own shares is collected from shareholders equity, in which case the acquired shares may be held by the Company without need of a capital decrease, or, collected from its capital stock, in which case they shall be converted into unsubscribed shares to be held in treasury by the Company, without the need of a resolution by the General Shareholders’ Meeting. In every case, the amount of subscribed capital shall be announced when the authorized capital represented by issued but unsubscribed shares is made public, (iv) the General Shareholders’ Meeting expressly resolves on, for each tax year, the maximum amount of funds that may be used for the acquisition of its own shares, or negotiable instruments or other securities representing such shares, with the sole limitation that the total amount of funds destined for such purposes shall not exceed the sum of the Company’s total net profits, including withheld profits from previous years; (v) the Company is up to date on compliance with its payment obligations derived from debt instruments registered before the National Securities Registry, and (vi) the acquisition and sale of the Company’s shares, or the negotiable instruments representing them, under no circumstance shall give way to exceed the percentages referred to in article 54 of the Securities Market Law or to the noncompliance of maintaining the listing requirements of the stock exchanges in which they trade.

The Board of Directors is authorized to name the persons responsible for the acquisition and placement of its own shares.

As long as the shares, or negotiable instruments representing them, belong to the Company, such securities may not be represented nor voted in Shareholders’ Meetings, nor the corporate and economic rights they entail exercised in any way.

The acquisition and sale of shares provided herein, the reports regarding such transactions shall be filled before the General Ordinary Shareholders’ Meeting, the disclosure provisions regarding financial information, as well as the manner and terms in which such transactions are disclosed to the National Banking and Securities Commission, to the relevant stock exchange and the public in general, are subject to the terms set forth in the Securities Market Law and the general provisions issued by the National Banking and Securities Commission.

ARTICLE NINE . In the event of a situation which may imply a change of Control (as defined below), the following provisions shall be considered:

For purposes herein, the following terms will have the following meanings:

“ Shares ” means any and all shares which represent the capital stock of the Company, of any Class, Series or denomination, or any instrument, security, right (separable or not, represented or not by any instrument, or resulting from contractual provisions or not from any other instrument), or instrument issued or created based on, referenced to, or whose underlying value is such shares, including ordinary shareholding certificates, deposit certificates or negotiable instruments on such shares, independently from the applicable legislation or the market in which they are placed or in which they were executed or granted, or any rights granted on such shares or convertible in, or exchangeable for, such shares, including instruments and financial derivative transactions, options, warrants and convertible obligations or any similar or equivalent right or instrument, or any complete or partial right with respect or relating to shares representing the capital stock of the Company.

“ Voting Agreement ” has the meaning set forth herein.

“ Affiliate ” means (i) regarding Persons that are not individuals, all Persons that directly or indirectly through one or more agents, who Control, are Controlled or are otherwise under the common Control of the first Person, and (ii) regarding any individual, means any past, present or future spouse and any direct or indirect ancestor or descendant, including parents, grandparents, children, grandchildren and siblings, as well as any trust or equivalent agreement executed with the purpose of benefiting any of such individuals.

“ Competitor ” means any Person dedicated, directly or indirectly, through any mean or Person, vehicle or agreement, predominantly to the Company’s business, provided that the Board of Directors of the Company will be entitled to agree, case by case, to exceptions to the definition of Competitor, through resolutions adopted in terms of these By-Laws.

“ Consortium ” means the group of Entities, independently from the jurisdiction under which they are incorporated or existing, bound between them by one or more Person (individual) that, conforming or not a Group of Persons, have control of the former.

“ Control ”, “ to Control ” or “ Controlled ” (including the terms “ Controlling ” and “ under common Control ”) means regarding any Person, through a Person or Group of Persons, of any nature, regardless of the name they are given (including a Consortium or Business Group) and independently from the jurisdiction under which they are incorporated or existing, (i) the authority to impose, directly or indirectly, by any means, resolutions or decisions, or vetoing or blocking such resolutions or decisions, in any direction, in the General Shareholders’ or Partners’ Meeting, or equivalent colligate bodies, or naming or removing the majority of the directors, managers, executive officers or their equivalent, from such Person; (ii) maintain the ownership of any type of Shares or rights related to them which allow, directly or indirectly, to exercise he vote on more than 50% of the Shares, of any nature, with voting rights of such a Person, and/or (iii) the authority to conduct, determine, influence, veto or impede, directly or indirectly, the policies and/or decisions of the Board of Directors or of the management, the strategy, the activities, the transactions or the main policies of such a Person, be it through the ownership of securities, by written or verbal agreement or contract, or by any other mean, regardless of whether such control is apparent or implicit.

“ Group of Persons ” means the Persons, including Consortiums or Business Groups, that have, written or verbal, apparent or implicit, direct or indirect (at any level), agreements, of any nature, to make decisions in the same direction or act in the same manner. It is presumed, unless otherwise proved, that there is a “ Group of Persons ” when:

(i) individuals have cognation, affinity or civil kinship up to the fourth degree, spouses, concubines; and

(ii) the Entities, regardless of the jurisdiction under which they are incorporated, that are a part of the same Consortium or Business Group and the person or group of persons that has Control over such Entities.

“ Business Group ” means the group of Entities, regardless of the jurisdiction under which they are incorporated or existing, organized under direct or indirect capital stock ownership structures, bound by an agreement, or in any other manner, in which one Entity, of any type, maintains Control of such Entities.

“ Significant Influence ” means the ownership of rights, of any kind and regardless of the name they are given, that allow, directly or indirectly, by any means, including through a Consortium, Group of Persons or Business Group, exercising voting rights on at least 20% of the capital stock of the Entity.

“ 20% Ownership ” means the ownership or holding, individually or jointly, directly or indirectly, through any Person of at least 20% of the capital stock or its equivalent in an Entity or of any right which such Person or Persons grants the authority to vote on 20% or more of the capital stock of an Entity.

“ 30% Ownership ” means the ownership or holding, individually or jointly, directly or indirectly, through any Person, of 30% or more of the capital stock or its equivalent in an Entity or of any right which such Person or Persons grants the authority to vote or exercise similar rights on 30% or more of the capital stock of an Entity.

“ Person ” means any individual, Entity or any of its Subsidiaries or Affiliates, of any nature, however they are named, whether they are or aren’t legally existing, and under the legislation of any jurisdiction, or any Consortium, Group of Persons or Business Group which acts or pretends to act in a joint, concentrated or coordinated manner for the purposes herein.

“ Entity ” means any entity, partnership, limited liability company, company, association, co-investment, joint venture, trust, non-incorporated or legally incapacitated organization or governmental authority or any other economic or commercial association incorporated under any jurisdiction.

“ Related Persons ” means the Persons that, in regard to the Company, are under any of the following assumptions:

(i)

the Persons that have the Control or Significant Influence in the Entity that, in such an event, is a part of the Business Group or Consortium to which the Company belongs, as well as the relevant directors, managers or executive officers of the Persons which are a part of such Consortium or Business Group;

(ii)	the Persons that have Authority of Command regarding a Person that is a part of a Consortium or Business Group to which, in such an event, the Company belongs;

(iii)

the spouse, concubine and the individuals that have cognation, affinity or civil kinship up to the fourth degree, with individuals that are under the assumptions set forth in subsections (i) and (ii) above, as well as the partners of, or joint co-owners with, the individuals mentioned in such subsections with which business relations are held,

(iv)	the Entities that are a part of the Consortium or Business Group to which, in such an event, the Company belongs; and

(v)	the Entities over which the persons referred to in subsection (i) to (iii) above, exercise Control or Significant influence.

“ Authority of Command ” means the de facto capacity of decisively influencing the agreements taken by the Shareholders’ Meeting or the meetings of the Board of Directors or in the management, direction and execution of the Entity’s or Entities’ business that, in such an event, is a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls. It is presumed that a person has authority of command in an Entity, except when proved otherwise, in the following assumptions:

(a) the shareholders or partner that have Control of an Entity or of the Entities that are a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls;

(b) the individuals which have links with the Entity or the Entities that are a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls, though lifetime, honorary or any other position with analogous or similar titles;

(c) the Persons that have transmitted the Control over and Entity or Entities that are a part of the Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls, under any title or gratuitously or at a sub-market or sub-accounting value, in favor of individuals with which it has cognation, affinity or civil kinship up to the fourth degree, the spouse or concubine; and

(d) those who instruct directors or relevant executive officers of the Entity or the Entities that are a part of the Business Group or Consortium to which such an Entity belongs or in which it has Significant Influence or exercises Control, in the making of decision or in the execution of transactions in an Entity that is a part of a Business Group or Consortium to which such an Entity belongs or over which it has Significant Influence or which it Controls.

“ Strategic Partner ” has the meaning assigned to such term in Article Ten herein.

“ Subsidiary ” means regarding any Person, any entity or any other organization in which a Person owns the majority of the shares which represent the capital stock or equity interests or any other kind of interests with voting rights, or the voting Control of such an entity and/or organization, be it directly or indirectly, or regarding a Person who has the right to name the majority of the directors (or equivalent management body) or its manager.

Securities Acquisition Authorization by the Board of Directors .

Every direct or indirect acquisition, of Shares, or attempt of acquisition of Shares, of any nature and regardless of the name it is given, under any title or legal structure, with the intention of carrying-out, be it in one or several simultaneous or successive transactions or acts of any legal capacity, with no time limitation between them, be it through a or not, in Mexico or abroad, including structured transactions such as mergers, corporate restructures, spin-offs, consolidations, allocations or guaranties executions or other similar transactions or legal acts (any such operation, an “ Acquisition ”), by one or more Persons, Related Persons, Group of Persons, Business Group or Consortium, requires for its validity the previous, written and favorable resolution by the Board of Directors, each time that the number of Shares that is to be acquired, when added to the Shares owned previously within the Company, if such is the case, results in the acquiring party holding a percentage of the capital stock equivalent or equal to 10%. Once such percentage is reached any subsequent Acquisition of Shares by any such Person, Related Persons, Business Group or Consortium, through which they acquire additional Shares of the Company which represent 2% or more, shall be notified to the Company’s Board of Directors in the Company’s corporate domicile (through the Chairman of the Board with a copy to the Secretary who is not a member of the Board of Directors of the Company). For the avoidance of doubts, no additional authorization is required to carry-out such acquisitions or to execute a Voting Agreement until the ownership percentage in the capital stock is equal or greater than a 20% Ownership.

Previous favorable opinion is also requested from the Board of Directors, in writing, for the execution of written or oral agreements, regardless of their name or title or classification, as a consequence of which voting association, block voting, or binding or joint vote mechanisms or covenants are formed or adopted or certain Shares are combined or shared in any other manner, which implies a change in Control in the Company or an 20% Ownership in the Company (each, a “ Voting Agreement ” and jointly, the “ Voting Agreements ”), except for temporary Voting Agreements that are executed in connection with a general shareholders’ meeting, with the purpose of appointing minority members of the Board of Directors.

For such purposes, the Person who individually, or jointly with Related Persons, or, the Group of Persons, Business Group or Consortium which intends to carry-out any Acquisition or executing any Voting Agreement, shall comply with the following:

1. The interested party or parties shall file a written authorization request to the consideration of the Board of Directors. Such request shall be directed and delivered, undoubtedly, to the Chairman of the Board of Directors, with a copy to the Secretary who is not a member of such Board, in the Company’s domicile. The aforementioned request shall be delivered under oath and shall contain the following information:

(i)

the number and class or series of Shares of the applicable Person or Persons and/or any Related Persons thereof, or, the Group of Persons, Business Group or Consortium (A) be it an owner or co-owner, directly or through any Person or Related Person, and/or (B) regarding the Shares over which a Voting Agreement has been executed;

(ii)	the number and class or series of Shares that it intends to acquire, through the Acquisition, whether directly or indirectly, by any means, or that is the subject of a Voting Agreement, plus the minimum price payable per Share intended to be acquired through the Acquisition;

(iii)

(A) the percentage which the Shares mentioned in subsection (i) above represents of the total of Shares issued by the Company, and (B) the percentage that the sum of the Shares referred to in subsections (i) and (ii) above represent from the total amount of Shares issued by the Company, provided that for such purposes they may consider the total number of shares reported by the Company to the stock exchange in which they are listed;

(iv)

the identity and nationality of the Person or Persons, Group of Persons, Consortium or Business Group that intends to carry-out the Acquisition or execute a Voting Agreement, provided that if any of them is an Entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that in the end has, direct or indirect Control of such Entity, shall be specified;

(v)

the reasons and objectives due to which they intend to carry-out an Acquisition or execute a Voting Agreement, particularly mentioning if they intend to acquire, directly or indirectly, (A) additional shares to those referred in the authorization request; (B) a 20% Ownership; (C) Control of the Entity; or (D) Significant Influence in the Company, as well as the intended role with respect to the policies and management of the Company, and any amendment they would like to propose with respect to the policies and management of the Company;

(vi)

if they have direct or indirect ownership (and the amount of such ownership) in the capital stock or in the management and operation of a Competitor or any Related Person to a Competitor, or if they have any economic relationship with a Competitor or with any Related Person to a Competitor, or if any of their Related Persons is a Competitor;

(vii)

if they have the authority to acquire Shares or execute a Voting Agreement, in accordance with what is provided herein and in the applicable legislation, in such an event, if they are in the process of obtaining any consent or authorization, from any person, and the terms and deadlines in which they expect to obtain them;

(viii)

the origin of the funds they intend to use to pay the price of the Shares requested; provided that in funds obtained from financing, the requesting party shall specify the identity and nationality of the Person providing such funds and if such Person is a Competitor or a Related Person to a Competitor, and the documentation that evidences corresponding the financing agreement and the terms and conditions of such financing. The Board of Directors may request from the Person that sends such a request, if considered necessary to guarantee the payment of the corresponding acquisition price and before granting authorization in accordance with the above, additional evidence regarding the financing agreement (including evidence that there are no conditions under such an agreement) or, the formation or granting of a (A) bail, (B) guarantee trust, (C) irrevocable letter of credit, (D) deposit, or (E) any other type of guarantee, up to the equivalent amount of 100% of the price of the Shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through the Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that the Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing;

(ix)	the identity and nationality of the financial institution that would act as broker, in the event that the corresponding Acquisition is though public offering;

(x)

in such an event, if it is a public offering, copy of the offering memorandum or similar document, that has the intention of being used for the acquisition of the Shares or pertaining to the corresponding transaction or agreement, complete as of such date, and a representation stating if such has been authorized by the competent authorities (including the National Banking and Securities Commission); and

(xi)	a domicile in Mexico City, Mexico, to receive notices regarding the filled request.

In the event that the Board of Directors resolves, due to the impossibility of knowing certain information upon receiving the corresponding request, that such information may not yet be disclosed or for other reasons, the Board of Directors may, at its entire discretion, waive the compliance of one or more of the aforementioned requirements.

2. Within the 15 business days following the date upon which the request referred to in paragraph 1 above has been received, the Chairman or non-member Secretary shall call to a Meeting of the Board of Directors to consider discuss and resolve the matter of the requested authorization. Calls to meetings of the Board of Directors shall be made in writing and sent in accordance with the provisions set forth herein.

3. The Board of Directors may request from the Person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request it has been filed, provided that any request of such nature on behalf of the Board of Directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the Person who intends to carry-out the Acquisition or execute the Voting Agreements, files all the additional information and make all the clarifications requested by the Board of Directors.

The Board of Directors shall resolve any authorization request it receives in the terms herein within a 90 calendar day term following the delivery of the request or on the date in which such request is finalized as stated in the paragraph above.

The Board of Directors shall issue a resolution approving or rejecting the request; provided that in case the Board of Directors does not issue its resolution within the aforementioned 90-day period, the request shall be deemed as rejected. In any case, the Board of Directors will act in accordance with the guidelines set forth in the second paragraph of the “General Provisions” stated below and shall justify their decision in writing.

4. To consider a meeting of the Board of Directors duly called to order, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the assistance of at least 66% of its incumbent members or their alternates is required. The resolutions taken will be valid when taken by 66% of the members of the Board of Directors.

5. In the event that the Board of Directors authorizes the requested Share Acquisition or the execution of a proposed Voting Agreement, and such acquisition, transaction or agreement implies or results in (i) the acquisition of a 30% Ownership or more without resulting in a change of Control, in addition to any authorization request provided in this Article, the Person or Group of Persons intending to carry out the Acquisition or celebrate the Voting Agreement, shall carry out a tender offer for the percentage of the Company’s capital stock equivalent to the proportional amount of outstanding Shares intended to be purchased or for 10%, whichever is greater, previous to the acquisition of the Shares or the execution of the respective Voting Agreement subject to authorization, under the conditions authorized, in its case, by the Board of Directors; or (ii) a change of Control, additionally to any request of authorization set forth herein, the Person or Group of Persons desiring to carry out the Acquisition or execute the Voting Agreement, prior to the Acquisition or execution of the Voting Agreement for which they are requesting authorization, shall make a tender offer for 100% of the outstanding Shares, in accordance with the terms approved by the Board of Directors.

The tender offer referred in the paragraph above shall be completed within 90 days following the date on which the authorization was granted by the Board of Directors, provided that such term may be extended by an additional 60 calendar days in the understanding that any relevant governmental authorizations required for such purposes are still pending.

The price to be paid for each of the Shares will be the same, regardless of their class or series.

In the event that the Board of Directors receives, at or before the Acquisition has concluded of the execution of a Voting Agreement is finalized, an offer from a third party, stated in a request to carry-out an Acquisition of at least the same amount of Shares, in better terms for the owners and shareholders of the Company (including type of compensation and price), the Board of directors will have the authority to consider and, in such an event, authorize such a second request, suspending the authorization previously granted, and submitting to the consideration of such a Board of Directors both requests, in order for the Board of Directors to approve the request it considers convenient, provided , that any approval shall have no effects on the obligation of carrying out a tender offer pursuant to Article Nine herein and the applicable law.

6. Share Acquisitions that do not imply (A) the acquisition of a 20% Ownership, or (B) a change of Control, may be registered in the Stock Registry Book of the Company, once duly authorized by the Board of Directors and once such transactions have concluded. Share Acquisitions or Voting Agreements that imply (A) the acquisition of a 20% Ownership, or (B) a change of Control, may be registered in the Stock Registry Book of the Company until the moment upon which the tender offer referred to herein has been concluded. Consequently, in this case it will not be possible to exercise the rights arising from the Shares until such tender offer is concluded.

7. The Board of Directors may deny its authorization for a requested acquisition or for the execution of a proposed Voting Agreement, in which case it will inform in writing, the basis and reasons for such denial, The requesting party will have the right to request and hold a meeting with the Board of Directors, or with an ad-hoc committee appointed by the Board of Directors, to explain, extend or clarify the terms of its request, as well as manifest its position through a written document filed before the Board of Directors.

General Provisions

For the purposes herein, it is to be understood that Shares belong to the same Person, when such Shares are (i) owned by any Related Person, or (ii) owned by any Entity, provided that such Entity is owned by the aforementioned Person. Likewise, it will be deemed as the same Person for the purposes herein, the Person or Group of Persons that jointly or coordinately or concentrated with others acquire shares regardless the legal acts that originated such transaction, whether simultaneous or successive. The Board of Directors, considering the definitions contemplated herein, will resolve if one or more Persons that intend to acquire Shares or execute Voting Agreements shall be considered as the same Person for the purposes set forth herein. In such determination that in fact or in law is held by the Board of Directors may be considered.

In the assessments made to authorization requests referred herein, the Board of Directors shall take into consideration the following factors and any other as deemed pertinent, acting in good faith and in the best interest of the Company and its shareholders and in compliance with their duties of loyalty and diligence in terms of the Mexican Securities Market Law and these By-Laws: (i) the price offered by the potential buyer and the type of compensation planned as part of such offer; (ii) any other relevant terms or conditions included in such offer such as the viability of the offer and the origin of the funds to be used for the Acquisition; (iii) the credibility and moral solvency and reputation of the potential buyer; (iv) the effect of the proposed Acquisition or the proposed Voting Agreement in the business of the Company, including its financial and operational position as well as its business prospects; (v) potential conflicts of interest (including those derived from the Person making the request is a Competitor, or an affiliate of a Competitor, as described in the paragraphs above) in the event that the Acquisition or Voting Agreement is not on 100% of the Shares; (vi) the reasons stated by the potential buyer to carry-out the Acquisition or execute the Voting Agreement; and (vii) the quality, precision and truthfulness of the information provided in the potential buyer’s request.

If the Acquisition of Shares or the execution of a Voting Agreement is to take place, without complying with the requirement of obtaining authorization from the Board of Directors, the Shares regarding such Acquisition or in connection with such Voting Agreement will not grant any rights to vote in any Shareholders’ Meeting of the Company, at buyer’s, group of buyers’ or parties’ to the relevant contract, agreement or covenant liability. The Shares of such Acquisition or Voting Agreement that have yet to be approved by the Board of Directors shall not be registered in the Company’s Stock Registry Book, and the entries made beforehand shall be cancelled, and the Company shall not acknowledge or give any value to the records or listings referred to in article 290 of the Securities Market Law, or any other provision which might substitute it from time to time and other applicable provisions, and shall not be considered as proof of ownership of Shares or grant assistance rights for the Shareholders’ Meetings, or no legitimacy for the exercise of any legal action, including those of procedural nature.

The authorizations granted by the Board of Directors as referred herein, will have no effect if the information and documentation on which the authorization was based and granted is not or seizes to be true, complete and/or legal.

In the event of any failure to comply on what is set forth herein, the Board of Directors may adopt, among others, the following measures (i) the reversion of the undertaken transactions, with mutual restitution to the parties thereto, or (ii) the sale of the Shares of such Acquisition, to an interested third party approved by the Board of Directors at the minimum reference price resolved by the Board of Directors.

What is provided herein will not be applicable to (i) Share Acquisitions made through legacy or inheritance, or to affiliates or vehicles wholly controlled by the Person carrying out the transfer, (ii) Share Acquisition or the execution of a Voting Agreement by the Company, or by a trust formed by the Company, (iii) Share Acquisition made by a Strategic Partner, or (iv) the transfer into a control trust or similar entity which the shareholders at any moment in the future may form at the time of an initial public offering of the Company’s Shares in Mexico.

The provisions herein will apply in addition to the statutes and general rules regarding the acquisition of securities in the markets in which the Shares, or other securities issued referred to such shares, or rights derived therefrom are listed. In the event that this provision counters, in part or in whole, any laws or general provisions, then the law or the general provisions pertaining to acquisition of securities shall prevail.

This Article will be registered in the Public Registry of Commerce of the Company’s domicile and shall be transcribed in the share certificates representing the Company’s capital stock, in order to be valid against third parties.

The provisions contained herein may only be amended or removed from the By-Laws, through a favorable resolution of at least 95% of the Company’s Shares at the time.

ARTICLE TEN . The Strategic Partners shall hold the shares representing capital stock of the Company, as well as the number and percentage over the total amount of all the outstanding shares representing the capital stock of the Company, at all times, in accordance with the Strategic Partners Agreement entered into by the Company with such Strategic Partners.

Pursuant to article 367 of the Securities Market Law, the alienations or acquisitions of the shares representing the capital stock or the credit instruments representing such shares, carried-out by such Strategic Partners under the Strategic Partners Agreement, shall not be subject to the restrictions set forth in article 366 of the Securities Market Law or shall not require to be made through a public offering or auctions authorized by the National Banking and Securities Commission, provided that the Company discloses such circumstance to the stock exchange in which the shares representing its capital stock are listed, through the means that the latter determines. The Strategic Partners Agreement shall set forth the terms and conditions under which such acquisitions or alienations shall be made.

For the purposes set forth herein, the following terms shall have the meanings indicated below:

“ Strategic Partners Agreement ” means the agreement entered into between the Strategic Partners and the Company pursuant to which, among other things they shall agree upon on terms on which (i) the warrants exercisable for Series “A” Shares shall be acquired in terms of a private placement and the manner in which they will be exercised (including the cashless exercise) and other covenants related to the issuance of new warrants in the event of early termination or any amendment not convened by such Strategic Partners, and lock-up provisions in respect thereof, (ii) the acquired Series “B” Shares shall be converted on a one-for-one basis (subject to equitable adjustments for stock splits, share dividends, reorganizations, recapitalizations or other similar conditions), as well as any applicable waiver and lock-up provisions in respect thereof, (iii) waivers with the respect to any claim or right of any kind they might have against funds deposited in an escrow account or any objections against, or any actions with the respect to, any applicable cash reimbursement to Series “A” Shares due to capital reductions, (iv) the Company shall be indemnified against any and all loss, liability, claim, damage and expense whatsoever to which the Company may become subject as a result of any claim by (a) any third party for services rendered or products sold to the Company or (b) a prospective target business with which the Company has entered into an acquisition agreement, and (v) any other anti-dilution right to which they may be entitled as Series B shareholders.

“ Strategic Partners ” means Vista Sponsor Holdings, L.P., Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov.

ARTICLE ELEVEN . The capital stock increases shall be made pursuant to resolutions adopted by the General Shareholders’ Meeting.

The increases of capital stock in its fixed portion shall be approved by resolutions adopted in Extraordinary Shareholders Meetings, with a corresponding amendment to these By-Laws, while the increases of capital sock in its variable portion shall be approved by resolution adopted in Ordinary Shareholders Meetings, which shall be formalized before a notary public, without it being necessary that the relevant public deed is recorded before the Public Registry of Commerce of the Company’s corporate domicile.

In said Meetings, as appropriate, any agreements will be taken in order to set forth the terms and conditions in which said increase shall be made, authority that may be delegated to the Board of Directors.

Additionally, capital increases arising from the capitalization of stockholders’ equity accounts may be carried out, pursuant to article 116 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and any other applicable provisions, through payment in cash or in kind, capitalization of liabilities or by any other means allowed by the applicable law. In the increases by means of capitalization of stockholders’ equity accounts, all shares shall have the right to the proportional part that corresponds to them accordingly, without it being necessary to issue new shares representing the increase.

Capital increases, except for those arising from the acquisition by the Company of its own securities, shall be recorded in the Capital Variation Registry Book, which the Company shall open and maintain pursuant to article 219 of the General Law on Commercial Companies, or any other provision that replaces it from time to time, and other applicable provisions.

Except for the assumptions listed in the first paragraph of this Article, shareholders shall have in proportion to the number of shares they hold when the relevant increase is resolved, the preemptive right to subscribe the new shares issued or put into circulation to represent the relevant increase. The foregoing, provided that such preemptive right shall be exercised within 15 calendar days, following the date on which the relevant increase has been published in the electronic system of the Ministry of Economy.

Once the period referred to in the immediately preceding paragraph has expired, and there are still shares pending to be subscribed, these may be offered for their respective subscription and payment, (i) at the price and under the terms and conditions under which they were offered to the shareholders, as resolved by the Board of Directors, or (ii) in any other terms determined by the Board of Directors, to the extent they are not more favorable than those under which the shares were offered to the shareholders.

If in any case, the shares are not subscribed, they may be kept by the Company in its treasury or, otherwise, they may be cancelled, in both cases a prior capital decrease shall be resolved by a Shareholder’ Meeting to the extent necessary.

ARTICLE TWELVE . The capital stock of the Company shall be reduced upon resolutions by the Ordinary or Extraordinary Shareholders’ Meeting, in accordance with the provisions set forth in this Article, except for (i) the separation of shareholders referred to in article 206 of the General Law on Commercial Companies or any other provision that replace it from time to time, and other applicable legal provisions; and (ii) the acquisition of its own shares by the Company in accordance with the By-Laws and the Securities Market Law and other applicable legal provisions.

In any case, reductions of the capital stock of the Company may only be effected by means of cash reimbursements to the shareholders, in accordance with article 9 of the General Law on Commercial Companies, precisely in the terms resolved by the General Shareholders’ Meeting.

Reductions in the fixed portion of the capital stock of the Company shall be made upon resolutions adopted by the Extraordinary Shareholders’ Meeting, amending for such purposes the By-Laws of the Company and formalizing the relevant minute before a notary public. On the other hand, reductions in the variable portion of the capital stock shall be made upon resolutions adopted by the Ordinary Shareholders’ Meeting, which shall be formalized before a notary public, without it being necessary to record the relevant public deed before the Public Registry of Commerce of the Company’s corporate domicile; provided that when the shareholders exercise their separation right or when the decreases are a result of the acquisition by the Company of shares representing its own capital stock, no resolution from the Shareholders’ Meeting will be needed.

Reductions of the capital stock may be resolved to absorb losses in the event that any shareholder exercises its right of separation in terms of article 206 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, as well as a result of the reacquisition by the Company of shares representing its own capital stock pursuant to these By-Laws, or in any other case allowed under the applicable law.

Capital increases to compensate losses will be carried out proportionally among all shares representing the capital stock, without need to cancel shares as they have no expressed par value.

Shareholders who are holders of securities that are a part of the variable portion of the capital stock, may not exercise their right of withdrawal referred to in article 220 of the General Law on Commercial Companies, or any other provision that the replaces it from time to time, pursuant to article 50 of the Securities Market Law or any other provision replacing it from time to time, and other applicable legal provisions.

All capital reductions shall be duly registered in the Capital Variations Registry Book pursuant to article 219 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, except for reductions resulting from the acquisition of shares carried-out by the Company.

ARTICLE THIRTEEN . The Company may carry out the redemption of shares with distributable profits without need to reduce the capital stock, provided that, in addition to complying with the provisions of article 136 of the General Law on Commercial Companies or any other provision replacing them from time to time, and other applicable legal provisions, it complies with the following:

(i) If the redemption is intended to redeem all the shareholders, such redemption shall be made in such a way that once the relevant redemption is carried out, the shareholders shall continue to have the same proportion of shares they had before the relevant redemption took place.

(ii) If the redemption is intended to redeem shares that are listed in a stock exchange, such redemption will be made through the acquisition of its own shares on such said stock exchange in accordance with the terms and conditions resolved by the corresponding Shareholders’ Meeting, which may delegate to the Board of Directors or special deputies the authority to determine the system, prices, terms and other conditions for that end. Once adopted, the relevant resolutions shall be published in the electronic system handled by the Ministry of Economy.

(iii) The redeemed shares and the certificates representing them shall be cancelled, with the corresponding capital decrease.

ARTICLE FOURTEEN . In the event that the Company decides to cancel the registration of its shares before the National Securities Registry, by a resolution adopted in an Extraordinary Shareholders’ Meeting, with a favorable vote of at least 95% of the shareholders representing

the capital stock of the Company, or by resolution of the National Banking and Securities Commission, prior to such cancellation, the Company shall carry out a tender offer within a maximum period of 180 calendar days counted as of the moment in which the demand or authorization from the National Banking and Securities Commission, as the case may be, becomes effective, in accordance with article 108 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions. That offer shall be directed solely to those Persons not belonging to the group of shareholders that exercise Control over the Company.

Shareholders exercising control (as defined in the Securities Market Law) will be collaterally liable before the Company for the compliance of the provisions of this Article, in case of a cancellation demand from the National Banking and Securities Commission.

In order to comply with the provisions of article 108 of the Mexican Securities Market Law, and pursuant to its article 101, the Board of Directors of the Company shall prepare, no later than the 10 ^th business day after the beginning of the tender offer, hearing the Audit and Corporate Practices Committee, and shall disclose to the investing public, its opinion with respect to the price of the tender offer and the conflict of interests that, as the case may be, each of the members of the Board of Directors has in connection with the offering. Such opinion may be accompanied with another one issued by an independent expert. Likewise, the members of the Board of Directors and the Chief Executive Officer of the Company shall disclose to the public, along with the aforementioned opinion, the decision they will take with respect to the shares or securities referred to shares they own.

ARTICLE FIFTEEN . The provisional certificates and the stock certificates of the Company shall comply with the provisions contained in article 125 of the General Law on Commercial Companies or any other provision replacing it from time to time and other applicable provisions, and shall contain the full text of Articles Five and Nine hereof, and shall be signed by 2 (two) members of the Board of Directors.

In addition, the stock certificates representing the shares may or may not differentiate between the shares representing the minimum fixed portion and those shares representing the variable portion of the capital stock of the Company.

In case of stock certificates deposited in an institution for the securities depository, the Company may, prior approval of the institution for the securities depository, deliver multiple certificates or a single certificate that represent the shares subject to the issuance and deposit, and the institution itself shall prepare the entries necessary to determine the rights of the respective depositors.

In the event mentioned in the immediately preceding paragraph, the certificates representing them will be issued with the mention of being deposited in the institution for the securities deposit in question, without the need to express in the document the name, the address, nor the nationality of the holder.

The Company may issue certificates without adhered coupons. In this case, the records issued by the corresponding institution for the deposit of securities shall serve as such accessory coupons for all legal purposes, in terms of the Securities Market Law.

The certificates may be issued electronically in the form of a data message with advanced electronic signature in accordance with the provisions of the Commercial Code and in accordance with the general provisions issued by the Mexican Central Bank, including, among others, the certificates that may be issued using electronic means, as well as the specific and security characteristics that they shall meet for such purposes. Certificates issued in print media may be electronically substituted in the terms of this paragraph in accordance with the general provisions issued by the Mexican Central Bank.

ARTICLE SIXTEEN . The Company shall keep a Stock Registry Book, in accordance with what is set forth in articles 128 and 129 of the General Law on Commercial Companies, or any other provision replacing them from time to time, as well as article 290 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions. The Shareholders’ Meeting or the Board of Directors of the Company shall resolve as registrar agent, the Secretary of the Company, an institution authorized to deposit securities, a Mexican credit institution or any other person.

The Company shall consider as legitimate holder of the shares representing the capital stock of the Company, the person whose name is registered in the Stock Registry Book.

In the event that the shares representing the capital stock of the Company are placed in a securities market, the indication of said circumstance and of the institution for the deposit of securities in which the certificate or certificates representing them will be sufficient for its registration in such book, and, in such case, the Company will recognize as shareholders those who prove such character with the certificates issued by the relevant institution for the securities deposit, supplemented by the relevant list of holders of shares formulated by those who appear as depositors in the records, in accordance to Article 290 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions.

The Stock Registry Book shall be closed from the date on which the certificates are issued pursuant to Article 290 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions, until the next business day following the respective Meeting. During such periods no registration will be made in the said book.

CHAPTER III

SHAREHOLDERS’ MEETINGS

ARTICLE SEVENTEEN . The General Shareholders’ Meeting is the supreme body and authority of the Company. General Shareholders’ Meetings may be Ordinary or Extraordinary, as well as Special Shareholders’ Meetings; and shall always be held in the corporate domicile, except for cases of force majeure or acts of God.

General Extraordinary Shareholders’ Meetings shall be held to approve any of the matters referred to in article 182 of the General Law on Commercial Companies, articles 48, 53 and 108 of the Securities Market Law, or any other provisions replacing them from time to time, and other applicable provisions, as well as those mentioned in Articles Nine and Nineteen of these By-Laws. All other meetings shall be General Ordinary Shareholders’ Meetings, including those meetings which deal with increases and reductions to the variable portion of the capital stock.

Any act or series of acts by means of which the Company intends to carry out one or more mergers, asset acquisitions, stock purchases, share exchanges, participation, interest purchases, combinations, consolidations, reorganizations or other similar business combination, however named, with one or more businesses of all types of commercial or civil corporations, associations, companies, trusts or any other entities, whether they have or not legal capacity and incorporated or existing in accordance with the laws of any jurisdiction, shall be previously approved by the General Shareholders’ Meeting, which shall be called with at least 15 calendar days in advance for the first, second or further calls. In addition to the foregoing, the following information shall be made available, in English and in Spanish, to the shareholders with at least 30 calendar days prior the date on which the General Shareholders’ Meeting shall be convened to approve the acts (or group of acts) referred above: (i) a document or information brochure ( folleto informativo ), as applicable, summarizing material information in connection with such relevant acts or series of acts, same which shall be furnished in accordance with the Securities Market Law, the Ancillary Securities Market Regulations ( Disposiciones de Carácter General aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores ) issued by the National Banking and Securities Commission, as well as with the otherwise applicable legal framework, in such a manner that it allows the shareholders to make an informed decision regarding the execution of such acts or series of acts; and (ii) the necessary or required financial information in accordance with the applicable legal framework, in connection with the acts or series of acts; provided , however , that if applicable due to the nature or aggregate value of the previously referred acts (or series of acts), the Company will be required to obtain the necessary approvals from, and conduct the required approval procedures with the relevant authorities, including, but not limited to, the National Banking and Securities Commission and the Mexican Stock Exchange ( Bolsa Mexicana de Valores, S.A.B. de C.V. ). The information set forth in subsection (ii) above regarding the last fiscal year and the 6 month term, shall be reviewed by an external auditor.

The Special Shareholders’ Meetings shall be those installed to handle any matter that may affect the rights granted to the holders of a series of shares of the Company, and shall be subject to the applicable provisions that were established for the Extraordinary Shareholders’ Meetings in these By-Laws, in connection with installation and voting quorum and minutes formalization.

ARTICLE EIGHTEEN . An Ordinary Shareholders’ Meeting shall be held at least once each year within the first 4 months following the end of the fiscal year in order to approve the matters listed in the relevant Agenda, the matters referred to in article 181 of the General Law on Commercial Companies, or any other provision replacing it from time to time, as well as the following:

(i) Discuss, approve or modify the reports of the Chairmen of the Audit Committee and of the Corporate Practices Committee.

(ii) Discuss, approve or modify the report of the Chief Executive Officer, pursuant to articles 28, Section IV, and 44, Section XI, of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions.

(iii) Discuss, approve or modify the report of the Board of Directors in terms of subparagraph b) of article 172 of the General Law on Commercial Companies, or any other provision replacing it from time to time.

(iv) Review the opinion of the Board of Directors regarding the content of the Chief Executive Officer’s report.

(v) Decide on the application of profits, if any.

(vi) Appoint the members of the Board of Directors, the Secretary and Deputy Secretary and the members of the committees, as well as their respective substitutes, as the case may be, and appoint or remove the Chairmen of the Audit Committee and the Corporate Practices Committee.

(vii) Qualify the Directors who have the nature of independent.

(viii) As the case may be, designate the maximum amount of corporate funds that may be used for the repurchase of securities issued by the Company.

(ix) Approve the transactions that the Company intends to carry out in the course of a fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Securities Market Law) represent an amount that is 20% or more of the consolidated assets of the Company, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter; provided that in such Meetings, the shareholders holding shares with voting rights, including limited or restricted, may vote.

(x) Any other matter that should be handled by the Ordinary General Shareholders’ Meeting in accordance with the applicable law or which is not specifically reserved to an Extraordinary General Meeting.

ARTICLE NINETEEN . The Extraordinary General Meetings shall handle any of the matters referred to in article 182 of the General Law on Commercial Companies, or any other provision replacing it from time to time. In addition, they will handle any of the matters listed below:

(i) Provide in the By-Laws measures aimed to prevent the acquisition of securities that grant Control of the company.

(ii) Capital increase under the terms of article 53 of the Securities Market Law, or any other provision replacing it from time to time.

(iii) Cancellation of the registration of the shares representing the capital of the Company, or the certificates representing them in the National Securities Registry.

(iv) Amend the Company’s By-Laws.

(v) Cancellation by the Company of shares representing the capital stock with distributable profits and issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares.

(vi) Other matters for which the applicable law or the By-Laws expressly require a special quorum.

ARTICLE TWENTY . The Shareholders’ Meetings may be called by the Board of Directors, the Chairman or the Secretary nonmember of the Board of Directors, by any of the Audit

Committee or Corporate Practices Committee. The holders of shares with voting rights, for each 10% holding of the capital stock individually or collectively represented, may request to the Chairman of the Board of Directors or to the relevant Committee, without meeting the percentage set forth in article 184 of the General Law on Commercial Companies, the execution of a Meeting.

In addition, the holder of a share may request a meeting is carried out when one of the assumptions set forth in article 185 of the General Law on Commercial Companies is complied, or any other provision replacing it from time to time, and other applicable provisions. If a call is not made within the 15 days following the request date, a Civil or District Court Judge of the Company’s domicile, will make such a call at the request of any interested shareholder, who must prove the ownership of their shares for such purposes.

The calls for the Shareholders’ Meetings shall be published in the electronic system established by the Ministry of Economy for such purposes and may be published in one of the newspapers of largest circulation in the corporate domicile of the Company, within at least 15 calendar days, in advance of the date on which the relevant Meeting is intended to take place, in terms of article 186 of the General Law on Commercial Companies or any other provision replacing it from time to time, and other applicable provisions.

From the date of the call, to the date on which the relevant Meeting is held, the Company will make available to the shareholders, in its offices, immediately and free of charge, all the information it deems necessary for the Meeting, including the forms referred to in the section III of article 49 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions.

The Shareholders’ Meetings may be held without prior call in the event that all the shares representing the capital stock with voting rights or the relevant series of shares (in the event of a Special Meeting) are present or represented at the time of the voting.

Notwithstanding the foregoing and in accordance with the second paragraph of article 178 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, the shareholders may take unanimously resolutions outside of a Meeting, which will have the same validity and effectiveness as if they had been taken in a Shareholders’ Meeting, as long as the resolutions are in writing.

ARTICLE TWENTY ONE . The shareholders may be represented at the Shareholders’ Meetings by an attorney-in-fact that has a power-of-attorney granted pursuant to the forms referred to in section III of article 49 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions, or pursuant to a power of attorney granted pursuant to applicable law.

To be admitted to the Shareholders’ Meetings, the shareholders shall be duly registered in the Stock Registry Book managed by the Company in accordance with article 128 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions, or as the case may be, present the certificates issued by Institution for the Securities Deposit ( S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.) , or any other institution that acts as depositary of securities in terms of the set forth in the Securities Market Law.

To assist to a Special or General Shareholders’ Meeting of the Company, the relevant shareholder must prove to the Secretary nonmember of the Board of Directors of the Company, that such a shareholder is not under the assumptions that require approval by the Board of Directors of the Company set forth in article Ninth herein.

ARTICLE TWENTY TWO . The Ordinary and Extraordinary General Shareholders’ Meetings shall be chaired by the Chairman of the Board of Directors and in his absence, by the person appointed by the Meeting, by the majority votes of the shares present.

The Secretary nonmember of the Board of Directors or the Deputy Secretary shall act as Secretary of the Shareholders’ Meetings and in his/her absence, the person appointed by the Shareholders’ Assembly by the majority votes of the shares present.

The Chairman of the Meeting shall appoint 1 or more inspectors from the shareholders, shareholders’ representatives or invitees attending to the relevant Meeting, who shall determine the existence or absence of a quorum, and shall count the votes cast when the Chairman of the Meeting requests it.

The relevant Meeting’s Minutes shall be prepared by the Secretary, and shall be signed by the Chairman and the Secretary of the Meeting, as well as by the individuals who acted as inspectors. Any records regarding such meetings that were not able to transact matters because of a lack of quorum shall also be signed by the Chairman, the Secretary and the inspectors of the relevant meeting.

ARTICLE TWENTY THREE . The Ordinary Shareholders’ Meetings shall be considered as legally convened, upon first call, if at least 50% of the ordinary shares representing the outstanding capital stock of the Company, and their resolutions will be valid when they have been approved by simple majority of the represented shares present at such Meeting, that have voting rights. In case of second or further calls, the General Ordinary Shareholders’ Meetings shall be legally convened, regardless of the number of shares present or represented at such a Meeting, and the resolutions shall be approved by simple majority of the shares with voting power present or represented at such a Meeting.

The Extraordinary General Shareholders’ Meetings shall be considered as legally convened upon first call, if at least 75% of the shares representing the outstanding capital stock of the Company are present or represented at such Meeting. In case of second or further calls, the Extraordinary General Shareholders’ Meetings shall be legally convened if more than 50% of the shares representing the outstanding capital stock of the Company are present or represented at such Meeting.

The resolutions taken by an Extraordinary General Meeting, irrespective of whether they are legally convened upon first, second or subsequent call, will be valid if they are adopted by more than 50% of shares representing the outstanding capital stock of the Company present or represented at such Meeting, except for the case provided in (i) article nineteen, paragraph (iii), of these By-Laws, case in which the affirmative vote of 95% of shares representing the outstanding capital stock of the Company present or represented at such Meeting, will be required, and (ii) Article Nineteen, paragraph (iv), of these By-Laws, case in which the affirmative vote of 65% of shares representing the outstanding capital stock of the Company present or represented at such Meeting, will be required.

ARTICLE TWENTY FOUR . The Shareholders’ Meetings minutes and the resolutions adopted unanimously by the shareholders in lieu of a Meeting, as applicable, shall be transcribed in the Shareholders’ Meetings Minutes’ Book. Files containing copies of the minutes from each Meeting or unanimous resolutions along with attendance lists, proxies, calls copies, if any, and documents submitted to discussion, such as Board of Directors reports, financial statements of the Company and other relevant documents shall be formed and kept.

In the event on which the transcription of any minute of a Meeting or the resolutions adopted unanimously by the shareholders outside of a Meeting cannot be registered in the Meetings’ Minutes’ Registry Book, such minutes or resolutions shall be formalized before a notary public in Mexico.

The Shareholders’ Meetings’ minutes, as well as the records regarding such Meetings that were not able to be executed for lack of quorum, shall be signed by the Chairman and Secretary of such Meeting.

ARTICLE TWENTY FIVE . The Company shall grant the following minority rights:

(a) Pursuant the provisions set forth in section III of the article 50 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions, the holders of the shares with voting rights (even limited or restricted) represented in an Ordinary or Extraordinary General Meeting, for every 10% of the capital stock they hold either individual or jointly, may request to be postponed for 1 time only, for 3 calendar days and without a new call needed, the voting in any matter on which they consider are not sufficiently informed, notwithstanding the percentage provided in the article 199 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions.

(b) The holders of the shares with voting rights (even limited or restricted) that individually or jointly represent the 20% or more of the capital stock, may judicially oppose to the resolutions adopted in the General Meetings regarding the ones on which they have voting right, notwithstanding the percentage referred to in article 201 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions.

(c) The shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted or without voting right) that represent the 5% or more of the capital stock, shall execute directly the action of liability against any Directors, Chief Executive Officer or any other relevant officer for failing to comply the diligence and loyalty duties, in favor of the Company or the legal entity that this one manages or in the one that has a significant influence.

(d) The shareholders that, individually or jointly, hold shares with voting rights (even limited or restricted or without voting right) for each 10% or more of the capital stock represented, shall appoint and/or remove from office through a General Shareholders Meeting, a member of the Board of Directors. Such member may only be removed from office if all the members of the Board of Directors are removed, in which case the members who were removed shall not be appointed again during the 12 months following from the date of such removal.

CHAPTER IV

MANAGEMENT AND SURVEILLANCE

ARTICLE TWENTY SIX . The management of the Company shall be in charge of a Board of Directors. The Board of Directors shall be formed by a maximum of 21 members, pursuant the relevant resolution adopted by the Shareholders’ Meeting, of which at least the 25% shall be independent, pursuant the terms set forth by the articles 24 and 26 of the Securities Market Law, or any other provision replacing it from time to time and other applicable provisions.

For each Director a respective alternate may be appointed, provided, however, that the alternate Directors of the independent Directors shall have the same capacity.

Independent Directors shall mean any of such persons selected by their experience, capacity and professional reputation who comply with the requirements set forth in the article 26 of the Securities Market Law or by any other provision replacing it from time to time and any other provision provided by the National Banking and Securities Commission.

It will correspond to the Ordinary General Shareholders’ Meeting to qualify the independence of the Directors. The National Banking and Securities Commission, prior to a hearing right of the Company and the relevant Director concerned, may reject the independence qualification of any Director, when there are existing elements that prove the lack of independence, within a term of 30 business days from the notice made by the Company.

ARTICLE TWENTY SEVEN . The members of the Board of Directors, may be or may not be shareholders of the Company, shall remain in duties until removed and the persons appointed to substitute them take possession of their charges, provided that at all time they shall have legal capacity to perform their duties and shall not be prevented from exercising commerce. Provisions contained in second paragraph of article 24 of the Securities Market Law shall be complied at all times.

The Board of Directors may appoint provisional Directors, without input from a Shareholders’ Meeting, in the case of the death or disability of a director or expiration of his or her term. A General Shareholders’ Meeting shall ratify such appointments or appoint the new Directors in the Meeting following such event.

The aforesaid, provided, however that the members of the Board of Directors may only be removed by approval of the Ordinary General Shareholders’ Meeting.

Members of the Board of Directors appointed by shareholders at the time they authorize the initial public offering of Shares of the Company, shall remain in office at least 24 months after the placement notice of such offering is published by the Company.

ARTICLE TWENTY EIGHT . The members of the Board of Directors of the Company shall be appointed by the majority vote by the shareholders of the Company in an Ordinary General Shareholders Meeting.

Notwithstanding the foregoing, the minority rights referred to herein, shall be respected, including, without limitation, the right granted under paragraph d) of article twenty five of these By-Laws.

ARTICLE TWENTY NINE . Each year, the Shareholders’ Meeting or otherwise the Board of Directors, shall choose within its members the Chairman of the Board of Directors. Unless provided otherwise, the Chairman of the Board of Directors shall execute and carry out the resolutions adopted by the Shareholders’ Meeting and the Board of Directors without needing any special resolution.

Likewise the Ordinary General Shareholders Meeting or the Board of Directors, as applicable, shall appoint a Secretary and a Deputy Secretary nonmembers of the Board of Directors but shall be subject to the obligations and duties provided in the applicable law.

Temporary or definitive absences in the Board of Directors shall be covered by the relevant alternates. The Chairman of the Board of Directors shall have the quality vote in the event of a tie.

The Chairman of the Board of Directors may be of any nationality, will chair the meetings of the Board of Directors and, in his absence, such meetings will be chaired by one of the Directors appointed by a majority vote of the other attending Directors.

ARTICLE THIRTY . The Board of Directors’ Meeting shall be called by the Chairman of the Board of Directors, of the Auditors Committee, of the Corporate Practices Committee, by the Secretary not member of the Board of Directors or by the 25% of the directors by means of written notice, including but not limited to, fax or email, to all the members of the Board of Directors with at least 10 calendar days prior to the date set for execution of the Meeting. In the event that all the Directors are present, the call will not be necessary.

The external auditor may be called in order to assist to any Meeting of the Board of Directors with the right to speak but without a voting right, provided, however, that such auditor will never be present when matters which may imply a conflict of interest of that may comprise his independency are discussed.

The Board of Directors’ Meeting shall be held, at least 4 times during each financial year, in the domicile of the Company, nevertheless, they may be held in a different domicile or abroad if a majority of the directors approves it.

ARTICLE THIRTY ONE . The minutes of the Board of Directors’ Meetings shall be transcribed into the Board of Directors’ Meetings’ Book and shall be signed by all the persons that assisted or, if it is expressly authorized by agreement in the relevant meeting, just by the Chairman of the Board of Directors of the Company and the Secretary nonmember of the Board of Directors of the Company. From each Meeting of the Board of Directors a file shall be formed by the means of which copies of the minutes of the unanimous resolutions by the Board of Directors, copy of the calls, when applicable, as well as all the relevant documents regarding such Meeting shall be kept.

ARTICLE THIRTY TWO . In order for a Board of Directors’ Meeting to be legally convened, the majority of its members shall be present. The Board of Directors shall adopt its resolutions by the majority vote of its Directors.

Resolutions taken outside of the Board of Directors’ Meeting by the unanimous vote of the Directors, shall be valid and legally adopted if such resolutions are confirmed by writing and signed by all the members of the Board of Directors. The document in which the written confirmation is evidenced shall be sent to the Secretary of the Company, who will transcribe the relevant resolutions in the corresponding minutes book, and shall indicate that such resolutions were adopted pursuant to these By-Laws.

ARTICLE THIRTY THREE . The Board of Directors shall have the representation of the Company and therefore shall have all the authorities provided in the general powers of attorney for lawsuits and collections, for acts of administration and for acts of ownership, with all the general and special faculties that require a special clause in accordance with the law, in accordance with the terms set forth in the article 2554 of the Civil Code for the Federal District and the correlative provisions of the Civil Codes for each one of the states of Mexico and the Federal Civil Code; therefore, shall represent the Company before all types of administrative and judicial authorities, federal, state or municipal, before the Arbitration and Conciliation Board ( Junta de Conciliación y Arbitraje ) and other labor authorities and arbitrators. The aforementioned powers, include but are not limited to, authorities to:

(a)

perform all transactions and execute, amend and terminate agreements inherent to the corporate purposes of the Company;

(b)

open, manage and cancel bank accounts, including but not limited to, the authority to appoint signatories who may draw funds from such account;

(c)

constitute and withdraw all types of deposits;

(d)

appoint and remove the Chief Executive Officer and its consideration, as well as the policies for the appointment and consideration of the rest of relevant officers;

(e)

grant and revoke general and special powers of attorney;

(f)

open and close branches, agencies and dependencies;

(g)

execute all the resolutions adopted by the Shareholders’ Meeting;

(h)

represent the Company in the event that the Company may have an interest or social participation in other companies or entities, as well as to buy or subscribe shares or partnership interests therein, at the time of its incorporation or at any further time;

(i)

file all types of claims and resources, and even “ amparo ” proceedings, to comprise, comprise in arbitrations, to coordinate or absolve positions, assign or encumber assets, recuse and receive payments, to discuss, negotiate, execute and review collective or individual labor agreements;

(j)

initiate criminal claims and complaints in order to grant pardon and assist the Public Prosecutor;

(k)

accept on behalf of the Company mandates of legal entities or persons either national or foreign;

(l)

authorize the Company or its subsidiaries to constitute real and personal guarantees, as well as any fiduciary involvement in order to secure liabilities of the Company and become a joint obligor, guarantor, aval , and in general as an obligor to the compliance of third parties liabilities and establish the necessary guarantees in order to secure such compliance;

(m)

approve information and communication policies for the shareholders and the market, among others;

(n)

call for Ordinary and Extraordinary General and Special Meetings and to execute their resolutions;

(o)

create committees as deemed appropriate and appoint the members of the Board of Directors who shall form such committees (except for the appointment and ratification of the persons who perform as Chairman of the Auditing Committee and Corporate Practices Committee, who shall be appointed by the Shareholders Meeting);

(p)

establish the strategies in order to fulfill the purposes of the Company;

(q)

take care of the matters referred-to in article 28 of the Mexican Securities Market Law or any other provision that replaces it from time to time;

(r)

approve the terms and conditions for the public offering and transfer of treasury shares of the Company issued pursuant to Article 53 of the Securities Market Law;

(s)

appoint the person or persons in change of carrying out the acquisition or placement of shares authorized by the Shareholders’ Meeting, pursuant to article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the Shareholders’ Meeting, and inform the Shareholders’ Meeting of the result, in any fiscal year, of the exercise of such authorities;

(t)

appoint provisional Directors, pursuant to the provisions of the Mexican Securities Market Law

(u)

approve the terms and conditions of the judicial agreement through which it is intended to finish any liability action for breach of the diligence or loyalty duties of any Director;

(v)

general power of attorney for lawsuits and collections and acts of administration for labor matters, without limitation, to be exercised jointly or separately, with all the general powers and the special powers that require a special clause in accordance with the Law, in terms of the first two paragraphs of Articles 2,554 and 2,574 of the Federal Civil Code and the correlative provisions thereof of the Civil Codes of the various states of the Mexican Republic and of the Federal District, to start and withdraw from all kinds of legal actions, including the “amparo” or “amparo adhesivo” proceedings, file and withdraw criminal complaints, become assistant of the Public Prosecutor ( Ministerio Público ) and to grant pardons in favor of the victim. In accordance with

Article 2,587 of the Federal Civil Code and the correlative provisions of the Civil Codes of each one of the States of the United Mexican States and the Federal District, that include but are not limited to withdraw from proceedings, to compromise, submit to arbitration, prepare and answer interrogatories, challenge jurisdictions, and make or receive payments and waivers. The powers granted herein may be exercised before all kinds of individuals or entities, or administrative, judicial or labor authorities, of a federal, state or municipal nature.

In addition, it is hereby granted a power of attorney for lawsuits and collections and for acts of administration for labor matters for the purposes of articles 11, 692 sections I, II and III, related to the articles 786 and 876 of the Federal Labor Law, that include, but are not limited to represent and evidence the Company’s capacity in trial and in the conciliation audiences, claims and defenses and in the disclosure audiences, admission and execution of evidence during the procedures, including the presentation of witness evidence in terms of article 787 and 787 of the Federal Labor Law, with authorities to carry out any kind of labor actions, formulate and answer interrogatories, file counterclaims, accept claims and filing of testimonials, to indicate domiciles to receive all kinds of notifications related to the above in terms and for the effects of articles 875, 876 section I and IV, 877, 878, 879 and 880 of the Federal Labor Law, as well as to attend to evidence presentation audiences, in terms of articles 873 and 874 of the Federal Labor Law.

In general, to act as the employer’s representative and exercise the powers of attorney granted hereby, for each and all matters involving labor authorities or social services referred to in the Federal Labor Law; likewise, the Board of Directors may appear before the Labor Boards ( Juntas de Conciliación y Juntas de Conciliación y Arbitraje ), either of local or federal jurisdiction. The Board of Directors shall represent the employer for the purposes provided in articles 11, 46 and 47 of the Federal Labor Law and shall be considered as legal representatives of the Company. The Board of Directors shall have the authorities to execute all kinds of agreements and carry out all kinds of actions, including the right to withdraw any evidence or stage of proceeding, to act as representative of the Company in their capacity as managers, in respect to and for all kinds of trials or labor proceedings before any kind of authority, including Labor Inspections ( Inspecciones Laborales ) carried out by any federal or local labor authority.

Also, it is hereby granted a special power of attorney as broad as required by Law, limited to labor issues to prepare, sign and file all kind of writs, including but not limiting to tax returns, notifications and/or any kind of documents related to tax payments, including payroll tax, contributions, overloads, fines and rights payments, as well as to perform and carry out the procedures and filings derived therefrom, and in general, to carry out any kind of activities related to labor issues on behalf of the Company before any kind of labor, tax and/or social security authorities, whether federal, state or municipal, including but not limiting to the Ministry of Labor and Social Security, the Ministry of Finance and Public Credit, the Tax Administration System, the Federal Treasury, the Mexican Social Security Institute, the National Fund Institute of Housing for Employees and the System of Savings for Retirement.

The Board of Directors shall have the necessary authorities to delegate and substitute, either totally or partially, this power of attorney, in favor of the persons designated for such purposes, reserving at all times, their authorities to exercise in general this power of attorney. The Board of Directors shall be authorized to revoke, either totally or partially, the delegated powers of attorney, pursuant to the authorities granted in this section.

(w)

To grant, revoke and cancel general and special powers of attorney within the scope of its authority, granting their substitution and delegation authority, except for those authorities which exercise is limited to the Board of Directors pursuant to the applicable law or these By-Laws, always keeping the exercise of its authority; and

(x)

enter into any and all necessary or convenient legal acts in order to fulfill the purposes of the Company.

The Board of Directors, when applicable, shall additionally have pursuant to the terms set forth in the article 9 of the General Law on Negotiable Instruments and Credit Transactions, a general power-of-attorney to issue, accept and endorse negotiable instruments, as well as to protest them and a general power-of-attorney to open and cancel bank accounts.

ARTICLE THIRTY FOUR . The Secretary nonmember of the Board of Directors shall sign and authorize certified copies or excerpts of the Shareholders’ Meetings’ Minutes, Board of Directors’ Meetings, Capital Variations and Stock Registry Books.

ARTICLE THIRTY FIVE . The General Shareholders’ Meeting or the Board of Directors may create the committees they deem necessary for their operation.

In addition, the Board of Directors will have the Auditing Committee and the Corporate Practices Committee in accordance to the Securities Market Law, which are exclusively formed by independent Directors and a minimum of 3 members appointed by the Board of Directors, pursuant the terms set forth in the article 25 of the Securities Market Law, or any other provision replacing it from time to time and other applicable provisions.

The Auditing Committee and the Corporate Practices Committee and the other appointed pursuant this article, shall meet in the form and dates or frequency established by each of such Committees in the first or last meeting held during each year (in the latter case regarding the calendar of meeting to be held during the following year), without the need to call for the members for each meeting when such meetings have been previously scheduled in accordance with the meeting calendar approved by the Committee for such purposes. Provided, however, that in order for the Committees’ meetings to be legally convened, a majority of the members shall be present and the resolutions shall be approved by the majority vote of the members of the relevant Committee.

In addition, each Committee shall meet when decided by the Chairman of such Committee, the Secretary non-member of the Board of Directors or any of its members, prior notice with at least 3 business days in advance to all the members of the Committee and the required alternates. The external auditor of the Company may be invited to the meetings of the Committees, as invitee with voice but not vote.

Decisions may be made outside of meetings of the Committees by unanimous written consent of all Committee members signed by all of the members. Likewise, the Committees may meet at any moment, without prior call, in case all of their members are present.

None of the Committees may delegate all of its authorities to any person, but may appoint deputies to implement their resolutions. The chairman of each Committee will be entitled to individually implement such resolutions without needing express authorization. Each Committee created pursuant to this article, shall inform the Board of Directors on an annual basis about the activities it performs or when its considers that facts or actions material for the Company have occurred. A minute shall be prepared of each meeting of a Committee, which shall be transcribed in a special book. The minute shall evidence the attendance of the members of the Committee and the resolutions adopted, and they shall be signed by the individuals present and the President and Secretary.

For all that is not provided herein or in the Securities Market Law, the Committees shall operate pursuant the functioning rules of the Board of Directors.

The Committees shall give notice at least once a year to the Board of Directors regarding the activities they have carried out.

ARTICLE THIRTY SIX . In accordance to the Securities Market Law, Directors, members of the Audit Committee and of the Corporate Practices Committee and the other persons mentioned in the third paragraph of article thirty seven hereto will have, among others, the following responsibilities:

(i) Duty of diligence: shall act according to the duty of diligence established in article 30 and on of the Securities Market Law and shall request the information they deem appropriate of the Company’s officers.

(ii) Duty of loyalty: They shall act according to the duty of loyalty contemplated in article 34 and on of the Securities Market Law, or any other provision that replaces it from time to time, and other applicable provisions.

Regarding the provisions contained in the immediately preceding paragraph, as well as in article 35, section VII, and other applicable of the Mexican Securities Market Law, “business opportunities” shall only mean those opportunities submitted to the relevant person (who is obliged by the duty of loyalty referred-to in the immediately preceding paragraph) exclusively in her/his capacity as Director of the Company, Chief Executive Officer or relevant officer of the Company. The above in the understanding that the directors, the Chief Executive Officer and the other relevant officer of the Company must at all times, comply with the duties imposed by the Mexican Securities Market Law and will not have any benefits or liability waivers to free them from their obligations in accordance with the second paragraph of article 37 of such law.

Failure to comply with the Duty of Diligence or the Duty of Loyalty shall make them jointly liable with other Directors who have also failed to comply, for the damages caused to the Company in the cases in which they have acted in bad faith, willfully or illegally.

At all times, provisions contained in second and third paragraphs of article 34 of the Mexican Securities Market Law shall be complied.

(iii) Liability Action: The liability resulting from the violation of the duty of diligence or the duty of loyalty shall be exclusively in favor of the Company, as the case may be, and may be exercised by the Company or the shareholders who, individually or jointly, hold shares (including limited votes, restricted or non-voting), representing 5% or more of the capital stock.

The foregoing, on the understanding that the members of the Board of Directors or the Committees shall not incur in default when they act in good faith or any responsibility exclusion mentioned in article 40 of the Securities Market Law arises, or any other provision replacing it from time to time, and other applicable provisions.

ARTICLE THIRTY SEVEN . The Shareholders’ Meeting, the Board of Directors, as the case may be, may appoint a Chief Executive Officer, who shall be in charge of the management and execution of the Company’s businesses, in accordance with article 44 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions.

In order to fulfill its functions, it shall have the broadest authorities to represent the Company in acts of administration, lawsuits and collections, including special powers that according to the law require a special clause, as well as any other power granted by the Board of Directors. In case of acts of ownership, it shall comply with de provisions of article 28, section VIII, of the Securities Market Law or any other provision replacing it from time to time, and other applicable provisions.

In order to carry out its functions and activities, as well as for the due fulfillment of its obligations, the Chief Executive Officer may appoint and remove the relevant officers, managers, sub managers, agents and employees of the Company and determine, limit or revoke their faculties, liabilities and compensations, and be assisted by the relevant officers appointed for that purpose and any employee of the Company, provided that both the Chief Executive Officer and such officers shall be subject to the liability established in article 29 of the Securities Market Law, or any other provision replacing it from time to time, and other applicable provisions. Likewise, liability exclusions and limitations referred-to in articles 33 and 40 of the Mexican Securities Market Law, or any other provisions that replace them from time to time, shall be applicable.

In addition, the Chief Executive Officer and other key officers shall be liable in the cases referred-to in second paragraph of article 46 of the Mexican Securities Market Law or any other provision that replaces it from time to time.

The Chief Executive Officer is also required to submit to the audit and corporate practices committees proposals for systems of internal control.

ARTICLE THIRTY EIGHT . The surveillance of the management, conduct and execution of the business of the Company shall be vested in the Board of Directors through the Audit Committee and the Corporate Practices Committee, as well as the entity performing the external audit.

Pursuant to article 41 of the Securities Market Law, or any other provision replacing it from time to time, the Company shall not be subject to the provisions of articles 91, section V, 164 to 171, 172 last paragraph, 173 and 176 of the General Law on Commercial Companies or any other provision replacing them from time to time.

The Chairman of the Audit Committee and the Chairman of the Corporate Practices Committee shall be bound to provide an annual report according to article 43 of the Securities Market Law, or any other provision replacing it from time to time.

(a) Corporate Practices Committee. Such Committee shall have a minimum of 3 members, which shall be independent and shall be appointed by the Shareholders’ Meeting or the Board of Directors as proposed by the Chairman of the Board of Directors, except for the Chairman, who will be appointed and/or removed from office exclusively by the General Shareholders’ Meeting, and shall have the characteristics referred to in article 43, section I, of the Securities Market Law or any other provision replacing it from time to time, and other applicable provisions.

(a) Corporate Practices Committee . Such Committee shall have a minimum of 3 members, which shall be independent and shall be appointed by the Shareholders’ Meeting or the Board of Directors as proposed by the Chairman of the Board of Directors, except for the Chairman, who will be appointed and/or removed from office exclusively by the General Shareholders’ Meeting, and shall have the characteristics referred to in article 43, section I, of the Securities Market Law or any other provision replacing it from time to time, and other applicable provisions.

The Corporate Practices Committee shall have the functions referred to in article 42, section I, of the Securities Market Law, or any other provision replacing it from time to time, and the general provisions that, for such effect, the National Banking and Securities Commission dictates, as well as other applicable provisions. These functions include, but are not limited to issuing an opinion to the Board of Directors about the Corporate Practices Committee’s duties, requesting opinions from independent experts in connection with corporate matters that must be submitted for approval of the Board of Directors or with respect to which a conflict of interest exists, calling shareholders’ meetings and adding issues to their agendas and supporting the Board of Directors in the preparation of reports.

Further, the previous approval by the Corporate Practices Committee is needed in the event that an act or series of acts by means of which the Company intends to carry out one or more mergers, asset acquisitions, stock purchases, share exchanges, participation or interest purchases, combinations, consolidations, reorganizations or other similar business combination, however named, with one or more businesses of all types of commercial or civil corporations, associations, companies, trusts or any other entities, whether they have or not legal capacity and incorporated or existing in accordance with the laws of any jurisdiction, is intended to be executed with an Affiliate of the Company, its directors or its officers, with an opinion from an independent investment banking firm or an independent accounting firm, requested precisely by the Corporate Practices Committee.

(b) Audit Committee . It shall have a minimum of 3 members, who shall be independent and shall be appointed by the Shareholder’s Meeting or the Board of Directors as proposed by the Chairman of the Board of Directors, except for the Chairman who shall be appointed and/or removed from office exclusively by the General Shareholders’ Meeting and will have the characteristics referred to in article 43, section II, of the Securities Market Law.

The Audit Committee shall have the functions referred to in article 42, section II, of the Securities Market Law, or any other provision replacing it from time to time, and the general provisions that, for such effect, dictate the National Banking and Securities Commission, as well as other applicable provisions. These functions include, but are not limited to giving an opinion to the Board of Directors about matters entrusted to the Audit Committee, advise on the engagement of external auditors, discussing the financial statements of the Company with the persons responsible for preparing them, informing the Board of Directors about the state of affairs concerning the internal control and audit systems of the Company, preparing an opinion about accounting criteria and policies and, in general, overseeing the corporate conduct of la Company.

Further, the Audit Committee will review on a quarterly basis all payments made by the Company to any Affiliate, managers, directors, officers or any of their Affiliates and will determine which expenses and the amount of expenses that will be reimbursed to Vista Sponsor Holdings, L.P., Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov, any of their affiliates or other managers and officers, for such a concept.

In addition, the Company shall retain an external auditor in order to comply with the provisions of the Securities Market Law.

ARTICLE THIRTY NINE . The members of the Board of Directors and the Committees shall not guarantee the performance of their duties.

ARTICLE FORTY . The company shall indemnify and hold harmless the members, alternates and officers of the Board of Directors, the Audit Committee, the Corporate Practices Committee, any other Committees created by the Company, the Secretary and the Deputy Secretary non-members of the Board of Directors, and the Chief Executive Officer and other relevant officers, in relation to the performance of their duties, such as any claim, demand, proceeding or investigation initiated in Mexico or in any of the countries in which the Company’s shares are registered or listed, other securities issued on the basis of such shares or other fix or variable income securities issued by the Company itself, or in any jurisdiction where the Company or the companies it controls operate, in which such persons may be parties as members of such bodies, owners or alternates, and officials, including the payment of any damages or losses that have been caused and the amounts necessary to arrive, if deemed appropriate, to a transaction, as well as the total fees and expenses of lawyers (reasonably and documented) and other advisors to be retained to ensure the interests of such persons in the aforementioned cases, on the understanding that the Board of Directors shall be the body empowered to resolve, in the aforementioned cases, whether it considers convenient to retain the services of lawyers and other different advisors to those who are advising the Company in the relevant case. This indemnity shall not apply if such claims, demands, proceedings or investigations result from gross negligence, willful misconduct, bad faith or illegally pursuant to the applicable law of the indemnified party concerned. Furthermore, the Company may purchase, in favor of the members of the Board of Directors, the Audit Committee, the Corporate Practices Committee and any other committees formed by the Company, of the

Chief Executive Officer or any other relevant officer, the insurance, bond or guarantee which covers the amount of the indemnity for the damages caused by his/her performance within the Company or entities controlled by the Company or in which the Company has significant influence, except in the event of acts of malice or bad faith, or illicit acts in accordance with the Mexican Securities Market Law or other applicable law.

CHAPTER V

FISCAL YEAR, FINANCIAL INFORMATION, AND PROFITS AND LOSES

ARTICLE FORTY ONE . Unless otherwise provided under applicable law, the fiscal year shall have a duration of 12 calendar months, commencing on January 1 ^st of each year and ending on December 31 ^st of the same year; with the exception of the fiscal year in which the Company is incorporated, which will start on the date of its incorporation and end on December 31 ^st of the corresponding year or in case the Company is liquidated or merged, in which case the fiscal year will end in advance.

ARTICLE FORTY TWO . Within 4 months following the closing date of each fiscal year, the Chief Executive Officer and the Board of Directors shall prepare a report including the financial information and any other information that is necessary in accordance with the applicable legal provisions, within its attributions pursuant to the provisions of the Securities Market Law and such report will be presented by the Board of Directors to the General Shareholder’s Meeting

The financial information will be reviewed and commented upon, by the Audit Committee and the Corporate Practices Committee, prior to its presentation to the General Shareholder’s Meeting.

ARTICLE FORTY THREE . Each year the shareholders by means of the Ordinary General Shareholders’ Meeting will separate from the net profits the percentage indicated by the Shareholders’ Meeting, which shall not be less than 5%, to form the legal reserve fund, until such fund is equivalent to, at least, one-fifth of the stock capital.

Such fund will be recreated in the same manner when it is diminished for any reason.

In addition, it shall separate the amounts, when appropriate, to create or increase other capital reserves, whether general or special, and separate the amount that the Shareholders’ Meeting determines for the acquisition of the Company’s own shares in accordance with applicable law and what is provided herein.

The remaining amount shall be applied as determined by the Shareholders’ Meeting.

The rest of the net profits will be applied, at the discretion of the shareholders, in the Ordinary General Shareholders’ Meeting.

The losses, if any, will be absorbed in the first instance by the reserves and depleted, by the stock capital.

CHAPTER VI

DISSOLUTION AND LIQUIDATION

ARTICLE FORTY FOUR . The company shall be dissolved (i) if no act or series of acts by means of which the Company carries out one or more mergers, asset acquisitions, stock purchases, share exchanges, participation or interest purchases, combinations, consolidations, reorganizations or other similar business combination, however named, with one or more businesses of all types of commercial or civil corporations, associations, companies, trusts or any other entities, whether they have or not legal capacity and incorporated or existing in accordance with the laws of any jurisdiction, is completed within a 24 month period following the date on which the Series “A” Shares were offered to the investing public and placed through an initial public offering in Mexico (and that its liquidation has occurred); or (ii) upon occurrence of any of the events described in article 229 of the General Law on Commercial Companies, or any other provision replacing it from time to time, and other applicable provisions. In any case, the dissolution of the Company shall cause the cancellation of the registration of the shares representing the capital of the Company, or the certificates representing them in the National Securities Registry.

In the event of occurrence of the circumstances provided in section (i) of the immediately preceding paragraph, the Company will be obliged to carry out reimbursements for the benefit of the shareholders holding Series “A” Shares, whether through a capital reduction or as reimbursement of any contributions to future capital increases or payments arising from exchange rate hedging, as resolved by the General Shareholders’ Meeting; provided, however, that the time frame provided in subsection (i) of the paragraph above may be waived by the General Extraordinary Shareholders’ Meeting and that the term therein contained may be extended by the General Extraordinary Shareholders’ Meeting.

ARTICLE FORTY FIVE . Once the Company has been dissolved, it shall be placed in liquidation, which would be in charge of one or more liquidators, who in such case shall act together as agreed by the Shareholders’ Meeting. The Shareholders’ Meeting will also set the deadline for the exercise of their position(s) as well as the remuneration that will correspond to them.

The liquidator(s) will proceed with the liquidation and the distribution of the remaining, if any, in proportion to the shares held by the shareholders, in accordance to the provisions in the General Law on Commercial Companies.

CHAPTER VII

GENERAL PROVISIONS

ARTICLE FORTY SIX . In all matters not specifically provided herein, the provisions of the General Law on Commercial Companies, the Securities Market Law and general provisions issued by the National Banking and Securities Commission will be applied.

ARTICLE FORTY SEVEN . For the interpretation and compliance of these By-Laws, the shareholders expressly submit to the competent courts of Mexico City, waiving to any other jurisdiction that may correspond to them by virtue of their present or future domiciles or for any other reason.

Exhibit 5.1

[Form of Opinion from Creel, García-Cuéllar, Aiza y Enríquez, S.C.]

, 2019

Vista Oil & Gas S.A.B. de C.V.,

Calle Volcán 150, piso 5,

Colonia Lomas de Chapultepec,

Miguel Hidalgo, Ciudad de México,

Código Postal 11000

Ladies and Gentlemen:

We have acted as special Mexican counsel to Vista Oil & Gas, S.A.B. de C.V. (“ Vista ” or the “ Company ”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “ SEC ”) of a registration statement on Form F-1 (as amended, the “ Registration Statement ”) for the offering in the United States of America and other countries outside of Mexico pursuant to the Securities Act of 1933, as amended, of series A shares of common stock, no par value and one vote per share (the “ Series A Shares ”). Terms not defined herein shall have the meaning ascribed to them in the Registration Statement.

In rendering the opinion set forth herein, we have only examined copies of the following:

the stock certificate representing the Series A Shares (the “ Series A Shares Certificate ”);

the public deeds listed and described in Schedule A hereto, which contains the deed of incorporation ( acta constitutiva ) and the current by-laws ( estatutos sociales ) (collectively, the “ Estatutos Sociales ”) of Vista; and

the public deed described in Schedule B hereto, which contains the shareholders resolutions dated , 2019, authorizing, among other things, the capital increase, issuance, offer and sale of the Series A Shares (the “ Shareholders Resolutions ”).

For purposes of this opinion letter the documents listed in numerals 1 to 3 above are hereinafter collectively referred to as the “Opinion Documents.”

-1-

In rendering the opinion expressed below, we have assumed without any independent investigation or verification of any kind, the legal capacity and authority of all natural persons, the genuineness of all signatures, the authenticity and effectiveness of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. With respect to factual matters, we have relied upon certificates of representatives of Vista and upon representations made in or pursuant to the Opinion Documents. We have not undertaken any independent investigations before any public registries. We have also assumed that the Estatutos Sociales, and the Shareholders Resolutions have not been amended, revoked or modified in any way since the date of the Estatutos Sociales and Shareholders Resolutions mentioned above.

Based upon the foregoing, and subject to the qualifications stated herein, and having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that:

1. All the outstanding Series A Shares of the Company, including the Series A Shares underlying the ADSs being offered as set forth in the Registration Statement, have been duly authorized and validly issued, and when paid by the relevant U.S. underwriters and any other investor, will be fully paid and non-assessable.

We note that a competent court’s decision regarding matters upon which we opine herein would be based upon such court’s own analysis and interpretation of the evidence before such court and applicable law.

We are qualified to practice law only in Mexico. We express no opinion as to any laws other than the laws of Mexico in effect as of the date hereof and we have assumed that there is nothing in the law of any other jurisdiction that affects our opinion which is delivered based upon Mexican applicable law as of the date hereof. This opinion does not cover any matters arising under the laws of New York, United States of America or under any treaties or conventions to which the United States of America may be a party or by which it may be bound.

We consent to (i) the filing of this opinion as an exhibit to the Registration Statement, and (ii) the use of the name of our firm in the Registration Statement under the captions “Legal Matters” and “Enforceability of Civil Liabilities”. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Sincerely,

Creel, García-Cuéllar, Aiza y Enríquez, S.C.

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Schedule A

Public Deeds containing the Estatutos Sociales of Vista

1. Incorporation Deed

Public deed number 79,311, issued on March 22, 2017 by Roberto Núñez y Bandera, Notary Public no. 1 of Mexico City, containing the incorporation deed of the Company.

2. Current Bylaws

Public deed number 80, 566, issued on July 28, 2017 by Carlos Alberto Sotelo Regil Hernández, Notary Public number 165 of Mexico City, acting as substitute for Roberto Nuñez y Bandera Notary Public number 1 of Mexico City, containing the current bylaws of the Company.

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Schedule B

Public Deeds containing the Shareholders Resolutions

1. Shareholder Resolutions

Public deed number , issued on , 2019 by Mr. , Roberto Núñez y Bandera, Notary Public no. of Mexico City, containing the formalization of Shareholders Resolutions.

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Exhibit 10.1

July 19, 2018

Banco de Galicia y Buenos Aires S.A.,

Itaú Unibanco S.A., Nassau Branch,

Banco Santander Río, S.A., and

Citibank, N.A. (acting through

its International Banking Facilities)

as Lenders

Itaú Unibanco S.A., Nassau Branch, as Administrative Agent

Re: Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018

Ladies and Gentlemen:

Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.), a sociedad anónima organized and existing under the laws of Argentina (the “ Borrower ”), Vista Oil & Gas, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“ Vista ”), Vista Oil & Gas Holding I, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“ Vista Holding I ”), APCO Argentina S.A. and APCO Oil and Gas International, Inc. hereby irrevocably offer (i) Banco de Galicia y Buenos Aires S.A., Itaú Unibanco S.A., Nassau Branch ( “Banco Itaú ”), Banco Santander Rio S.A. and Citibank, N.A. (acting through its International Banking Facilities) (the “ Lenders ”) and (ii) Banco Itaú, as administrative agent (the “ Administrative Agent ”, and collectively with the Borrower and the Lenders, the “ Parties ”, and each individually, a “ Party ”), to enter into a loan agreement in the form attached hereto as Annex I (including all exhibits and schedules thereto) (the “ Offer ”, and once accepted pursuant to the terms hereof, the “ Agreement ”).

This Offer shall be open for acceptance in writing by the Lenders and the Administrative Agent until July 20, 2018, unless extended in writing for an additional period of time by the Borrower (the “ Expiration Date ”); forthwith after the Expiration Date, this Offer shall automatically lose all force and effect.

Upon written acceptance of the Offer on or before the Expiration Date by all of the addressees hereto, the Agreement shall become in full force and effect subject to the terms and conditions set forth in Annex I as if the Parties had executed and delivered the same and shall be legally binding upon, and enforceable against, each and all of the Parties, and each and all of them shall become parties to the Agreement. The Agreement shall be deemed entered into as of the date of the latest acceptance among of the Lenders and Administrative Agent.

This Offer shall be governed by, and interpreted in accordance with, the law of the State of New York (without regard to conflicts of law principles other than sections 5-1401 and 5-1402 of the New York general obligations law).

We hereby agree that the delivery of the acceptance notice and service of all notices, writs, process and summons in any suit, action or proceeding brought in connection with this Offer may be made upon us by service to the address, and in the manner, set forth in Section 11.1 of Annex I hereto.


Sincerely,

VISTA OIL & GAS ARGENTINA S.A.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

VISTA OIL & GAS, S.A.B. DE C.V.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

VISTA OIL & GAS HOLDING I, S.A. DE C.V.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

APCO ARGENTINA S.A.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

APCO OIL AND GAS INTERNATIONAL, INC.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

[Signature Page – Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018]

ANNEX I

TERMS AND CONDITIONS TO

THE Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018

(see attached)

TABLE OF CONTENTS

Page


Section 1.	Definitions and Principles of Construction	1

1.1	Defined Terms	1
1.2	Principles of Construction	22
1.3	Pro Forma Calculations	23

Section 2.	Amount and Terms of Credit	24

2.1	The Facility	24
2.2	Notice of Borrowing	24
2.3	Several Obligations; Certain Remedies Independent	24
2.4	Autonomous Promise of Debt	25
2.5	Use of Proceeds	26
2.6	Termination	26
2.7	Interest	26
2.8	Illegality	27
2.9	Increased Costs and Reduction of Return	27
2.10	Break Funding	28
2.11	Inability to Determine Rates	29
2.12	Defaulting Lenders	30

Section 3.	Fees	31

Section 4.	Prepayments; Payments	31

4.1	Scheduled Repayment	31
4.2	Voluntary Prepayments	31
4.3	Mandatory Prepayments	31
4.4	Payments Generally	32
4.5	Payments by Agent to Lenders	33
4.6	Application of Insufficient Payment	33
4.7	Non-Business Days	33
4.8	Pro Rata Treatment	34
4.9	Computations	34
4.10	Interest Rate Limitation	34
4.11	Non-Receipt of Funds by the Administrative Agent	34
4.12	Set-Off; Sharing Among Lenders	34
4.13	Taxes	35
4.14	Designation of a Different Lending Office	38

Section 5.	Conditions Precedent to Disbursement Date	38

5.1	Credit Documents	38
5.2	Corporate Documents	38


5.3	Legal Opinion	38
5.4	No Default	38
5.5	Material Adverse Change	39
5.6	Fees	39
5.7	Know Your Customer	39
5.8	Representations and Warranties	39
5.9	Financial Statements	39
5.10	[Reserved.]	39
5.11	Payoff	39
5.12	Process Agent	40
5.13	Notice of Borrowing	40
5.14	Autonomous Promise of Debt	40

Section 6.	Representations, Warranties and Agreements	40

6.1	Legal Status	40
6.2	Power and Authority	40
6.3	No Immunity; Commercial Acts	41
6.4	No Violation	41
6.5	Compliance with Laws	41
6.6	Approvals	42
6.7	Litigation	42
6.8	Financial Statements; No Material Adverse Change	42
6.9	Properties; Insurance	42
6.10	Material Agreements; Liens	43
6.11	Intellectual Property	43
6.12	Priority of Obligations	43
6.13	True and Complete Disclosure	43
6.14	ERISA	44
6.15	Social Security and Related Laws	44
6.16	Labor Relations	44
6.17	Tax Returns and Payments	44
6.18	Availability and Transfer of Foreign Currency	44
6.19	Legal Form; Enforcement	44
6.20	Withholding Taxes	45
6.21	Indebtedness	45
6.22	Environmental Matters	45
6.23	Investment Company Act	46
6.24	Use of Proceeds	46
6.25	Solvency	46
6.26	Subsidiaries	46
6.27	No Default	46

Section 7.	Affirmative Covenants	46

7.1	Information Covenants	46
7.2	Compliance with Laws	48


7.3	Rank of Obligations	48
7.4	Books and Records	48
7.5	Payment of Taxes	48
7.6	Inspection	48
7.7	Maintenance of Property, Insurance	49
7.8	Maintenance of Existence; Conduct of Business	49
7.9	Maintenance of Consents and Approvals	49
7.10	Further Assurances	50
7.11	Use of Proceeds	50

Section 8.	Negative Covenants	50

8.1	Liens	50
8.2	Consolidations, Mergers	52
8.3	Sales of Assets; Sale-Leaseback Transactions	52
8.4	Advances, Contingent Obligations, Investments and Loans	53
8.5	No Change in Line of Business	55
8.6	Dividend; Restrictions on Subsidiary Dividends; Restricted Payments of Indebtedness	55
8.7	Transactions with Affiliates	57
8.8	Changes in Accounting Practices	57
8.9	Modification or Termination of the Organizational Documents of Loan Parties	57
8.10	Financial Covenants	57
8.11	Use of Proceeds	58

Section 9.	Events of Default	58

9.1	Payments	58
9.2	Representations	58
9.3	Covenants	58
9.4	Default Under Other Agreements	59
9.5	Judgments	59
9.6	Non-Monetary Judgments	59
9.7	Bankruptcy, etc.	59
9.8	Proceedings	59
9.9	Governmental Approval	60
9.10	Credit Documents	60
9.11	Cancellation of Payment Obligation	60
9.12	Expropriation Event	60
9.13	Environmental Matters	60
9.14	Termination, Repudiation or Invalidity of Material Concessions	60

Section 10.	The Agent	61

10.1	Authorization and Action	61
10.2	Agent’s Reliance	62

iii


10.3	Agent and Affiliates	62
10.4	Lender Credit Decision	63
10.5	Indemnification	63
10.6	Successor Agent	63
10.7	Jurisdiction	64
10.8	No Other Duties	64

Section 11.	Notices, Communications, Confidentiality and Treatment of Information	64

11.1	Notices	64
11.2	Posting of Approved Electronic Communications	66
11.3	Confidentiality	66
11.4	Treatment of Information	67

Section 12.	Miscellaneous	69

12.1	Payment of Expenses, etc.	69
12.2	Indemnity	69
12.3	Assignment of the Loans	70
12.4	No Waiver; Remedies Cumulative	74
12.5	Governing Law; Submission to Jurisdiction; Venue	74
12.6	Obligation to Make Payments in Specified Currency	75
12.7	English Language	76
12.8	Counterparts	76
12.9	Amendment or Waiver	76
12.10	Survival	78
12.11	WAIVER OF JURY TRIAL	78
12.12	Entire Agreement	78
12.13	Severability	78
12.14	No Fiduciary Relationship	78
12.15	USA PATRIOT Act	79
12.16	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	79
12.17	Translation	79
12.18	International Banking Facility Acknowledgment	79

Schedules


Schedule 1.1		Effective Date Restricted Subsidiaries
Schedule 2.1		Commitments
Schedule 6.10(b)		Liens
Schedule 6.21		Indebtedness
Schedule 6.26		Subsidiaries
Schedule 9.15		Material Concessions

Exhibits


Exhibit A		Form of Notice of Borrowing
Exhibit B		Form of Autonomous Promise of Debt
Exhibit C		Form of Disbursement Date Officer’s Certificate
Exhibit D		Form of Assignment and Assumption
Exhibit E		Form of Guaranty

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of a senior unsecured term loan facility in an aggregate principal amount of up to $300,000,000, the proceeds of which will be applied to cause the refinancing in its entirety the Existing Credit Facility (as defined below), to pay certain other fees, costs and expenses related thereto and in connection with this Agreement, with any remaining proceeds to be available for general corporate purposes of the Borrower; and

WHEREAS, in connection with the foregoing and as an inducement for the Lenders to agree to extend the credit contemplated hereunder, the Guarantors have agreed to guarantee the Obligations of the Borrower under the Credit Documents.

The applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto hereby agree as follows:

Section 1. Definitions and Principles of Construction .

1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Acceptance Date ” shall mean July 5, 2018.

“ Acknowledgment of Acceptance ” shall have the meaning provided in Section 2.4(a).

“ Acquisition ” shall mean any acquisition by Vista or any of its Restricted Subsidiaries of any of the following: (i) fifty percent (50%) or more of all of the assets of, or all of the outstanding Capital Stock in, a Person, or division or line of business of a Person, or (ii) the Capital Stock of a Person having ordinary voting power to elect a majority of the board of directors or similar governing body of such Person; provided that, (x) any such Person the Capital Stock or division or line of business that is so acquired under clause (i) or (ii) above shall be a Restricted Subsidiary if acquired with funds not constituting Unrestricted Proceeds, and if a Material Subsidiary, shall have provided a Guaranty in accordance with Section 7.10(b) and (y) in the case of clauses (i) and (ii) the business of such acquired Person or division or line of business shall be substantially the same as the Permitted Business of the Borrower and its Subsidiaries as provided in Section 8.5; provided further that an “Acquisition” shall not include any acquisition or investment in connection with a Farm-in Agreement.

“ Adjusted Consolidated Net Debt ” shall mean, as of any date of determination, the aggregate principal amount of all Indebtedness (other than Indebtedness among Restricted Subsidiaries of Vista Holding I) of Restricted Subsidiaries of Vista Holding I (but, for the avoidance of doubt, excluding the Indebtedness of Vista Holding I) as of such date on a Consolidated basis in accordance with the Applicable GAAP less all unrestricted Cash and Cash Equivalents held by such Restricted Subsidiaries of Vista Holding I.

“ Adjusted Consolidated EBITDA ” shall mean, as of any date of determination, the Consolidated EBITDA of the Restricted Subsidiaries of Vista Holding I (but, for the avoidance of doubt, excluding the EBITDA of Vista Holding I) for such date of determination.

“ Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio ” shall mean, for any date of determination, the ratio of (a) Adjusted Consolidated Net Debt as of such date to (b) Adjusted Consolidated EBITDA for the Test Period ended on such date (or if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

“ Administrative Account ” shall mean the account of the Administrative Agent, currently established in New York, at Standard Chartered Bank, Swift Code SCBLUS33, FFC: Swift Code CBBASNS, Account No. 3544-030213-001, Final Beneficiary: Itau Unibanco SA—Nassau Branch or such other account as may be designated by the Administrative Agent to the Borrower from time to time in writing.

“ Administrative Agent ” or “ Agent ” shall mean Itaú Unibanco S.A., Nassau Branch, as administrative agent.

“ Administrative Questionnaire ” shall mean an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affected Interest Period ” shall have the meaning provided in Section 2.11.

“ Affected Lender ” shall have the meaning provided in Section 2.11(a)(ii).

“ Affiliate ” shall mean, with respect to any Person, (a) any other Person that is directly or indirectly Controlled by, under common control with or controls such Person and (b) any officer, director or partner of such Person.

“ Agreement ” shall mean this Credit Agreement.

“ Annual Permitted Net Income Restricted Payment Amount ” shall have the meaning provided in Section 8.6(a)(iii).

“ Anti-Corruption Laws ” shall mean (a) the United States Foreign Corrupt Practices Act of 1977, (b) the U.K. Bribery Act of 2010, (c) the General Law of Administrative Responsibilities ( Ley General de Responsabilidades Administrativas ) of Mexico, (d) Argentine Law No. 27,401, (e) the Anti-Corruption Law (2014 Revision) of Cayman Islands and its implementing regulations and (f) all applicable implementing regulations for Laws indicated in the foregoing clauses (a) to (e).

“ Anti-Money Laundering Laws ” shall mean any Law related to money laundering or terrorism financing, including (a) 18 U.S.C. §§ 1956 and 1957; (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq. , as amended by the USA PATRIOT Act, and its implementing regulations, (c) the Federal Law to Prevent and Identify Transactions with Funds Unlawfully Obtained ( Ley Federal para la Prevenci ó n e Identificaci ó n de Operaciones con Recursos de Procedencia Il í cita ) and its implementing regulations, (d) Argentine Law No. 25,246 and its implementing regulations and (e) The Proceeds of Crime Law (2017 Revision) of Cayman Islands and its implementing regulations, The Anti-Money Laundering Regulations, 2017 and The Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands.

“ APCO ” shall mean APCO Oil and Gas International Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“APCO Sub-Loan Agreement” shall mean that certain Intercompany Loan Agreement, in effect as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time ), by and among APCO and Vista Oil & Gas Holding I, S.A. de C.V.

“ Applicable GAAP ” shall mean, IFRS, Argentine GAAP or FACPCE, as applicable.

“ Applicable Margin ” shall mean a percentage per annum equal to 4.50%.

“ Approved Electronic Communications ” shall mean each Communication that any Loan Party is obligated to provide to the Administrative Agent pursuant to any Credit Document or the transactions contemplated therein, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that, solely with respect to delivery of any such Communication by any Loan Party to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agent’s right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent, the term “Approved Electronic Communications” shall exclude (a) the Notice of Borrowing, (b) any notice of optional prepayment pursuant to Section 4.2 and any other notice relating to the payment of any principal or other amount due under any Credit Document prior to the scheduled date therefor, (c) all notices of any Default or Event of Default and (d) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Section 5 or any other condition to any Borrowing or any condition precedent to the effectiveness of this Agreement.

“ Approved Electronic Platform ” shall have the meaning provided in Section 11.2(a).

“ Approved Fund ” shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Argentina ” shall mean the Republic of Argentina.

“ Argentine GAAP ” shall mean Argentine generally accepted accounting principles consistently applied and on a basis consistent with the accounting policies, practices, procedures, valuation methods and principles used by the applicable Loan Party or Subsidiary of a Loan Party in the preparation of its financial statements.

“ Argentine Guarantor ” shall mean APCO Argentina S.A. and each other person organized under the laws of Argentina that becomes a Guarantor pursuant to Section 7.10(b) from time to time.

“ Asset Disposition ” shall mean, with respect to any Property of any Person, to sell, lease, assign, transfer or otherwise dispose of, directly or indirectly, such Property by such Person, or enter into any sale-leaseback transaction in respect of such Property by such person, other than:

(i) dispositions of Cash and Cash Equivalents, including Unrestricted Proceeds, in exchange for Cash or Cash Equivalents in the ordinary course of business of such Person; and

(ii) sales, transfers or dispositions of Property in a transaction or series of related transactions of assets with a Fair Market Value of less than $5,000,000 individually or $5,000,000 in the aggregate in any fiscal year.

“ Assignment and Assumption ” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“ Authorized Officer ” shall mean, with respect to any Person, the Chairman, Vice Chairman, President, any Vice President, Chief Financial Officer, Director, General Manager, Secretary, Manager, Managing Member or other senior officer or attorney-in-fact of such Person.

“ Autonomous Promise of Debt ” shall have the meaning provided in Section 2.4(a).

“ Availability Period ” shall mean the period on and from the Effective Date until the date that is five (5) Business Days following the Effective Date.

“ Argentine Separate Entity Conditions ” shall mean, with respect to any Person, all of the following conditions: (a) a majority of the directors or a majority of the Authorized Officers (other than attorneys-in-fact of such Person), are different than the directors or Authorized Officers (other than attorneys-in-fact of such Person) of the Borrower, APCO Argentina S.A., APCO or any Restricted Subsidiary organized under the laws of Argentina or the Argentine branch of a Restricted Subsidiary, (b) the place of business of such Person is different than the place of business of the Borrower, APCO Argentina S.A., APCO or any Restricted Subsidiary organized under the laws of Argentina or the Argentine branch of a Restricted Subsidiary and (c) any services provided to such Person by any of the Borrower, APCO Argentina S.A., APCO or any Restricted Subsidiary organized under the laws of Argentina or the Argentine branch of a Restricted Subsidiary shall be provided on an arms’ length basis.

“ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time, which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy Code ” shall mean the United States Federal Bankruptcy Code of 1978.

“ Base Rate ” shall mean, for any day, the rate per annum equal to the highest of (a) the Federal Funds Rate for such day plus 0.5%, (b) the Prime Rate for such day and (c) LIBOR for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that LIBOR for any day shall be determined at approximately 11:00 a.m. (London time) on such date. Any changes in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or LIBOR shall be effective on the effective date of such change in the Prime Rate, Federal Funds Rate or LIBOR.

“ Borrower ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ Borrowing ” shall mean the borrowing of the Loans from the Lenders as provided for in Section 2.1.

“ Business Day ” shall mean (a) for all purposes other than as covered by clause (b) below, any day except Saturday, Sunday and any day which shall be in New York, New York, Mexico City, Mexico, Nassau, The Bahamas, São Paulo, Brazil and Buenos Aires, Argentina a legal holiday or a day on which banking institutions are authorized or required by Law or other government action to close in any such city and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, any day which is a Business Day described in clause (a) above and which is also a day for trading by and between banks in the London interbank Eurodollar market.

“ Capital Adequacy Regulation ” shall mean any guideline, request or directive of any central bank or other Governmental Authority, or any other Law, whether or not binding, in each case, regarding capital adequacy or liquidity of any bank or of any Person Controlling a bank.

“ Capital Stock ” shall mean, with respect to any Person, any and all shares, interests, participations and/or rights or other equivalents (however designated, whether voting or nonvoting, ordinary or preferred) in the ownership, equity or capital of such Person, now or hereafter outstanding, and any and all rights, warrants or options exchangeable for or convertible into any thereof.

“ Capitalized Lease Obligations ” shall mean, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property, which obligations are required to be capitalized on the books of such Person under Applicable GAAP, in each case taken at the amount thereof accounted for as indebtedness in accordance with Applicable GAAP.

“ Cash and Cash Equivalents ” shall mean any asset recorded in the consolidated financial statements of any Loan Party under the items “Cash and Cash equivalents”, in accordance with Applicable GAAP.

“ Casualty Event ” shall mean the receipt by any Loan Party or any Restricted Subsidiary of any cash insurance proceeds or condemnation awards or other amounts payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event (including, without limitation, an Expropriation Event) with respect to any property or assets of any Loan Party or any Restricted Subsidiary or (ii) under any policy of insurance (other than in respect of business interruption/loss of profits or third-party liability insurance), that are, in each case, in excess of $10,000,000.

“ Cayman Guarantor ” shall mean APCO Oil and Gas International Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“ Central Bank ” shall mean the Central Bank of Argentina ( Banco Central de la República Argentina ).

“ Change in Law ” shall mean the occurrence, after the date hereof, of any of the following: (a) the adoption or taking effect of any applicable Law, rule, regulation or treaty, (b) any change in any applicable Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives issued after the date hereof in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and (y) all requests, rules, guidelines or directives promulgated after the date hereof by the Bank for International Settlements, the Basel Committee on Banking Supervision or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”.

“ Change of Control ” shall mean in any event or circumstance, for whatever reason, whereby at any time after the date hereof (i) any Person or group of Persons acquires, directly or indirectly, 30% or more of all classes of Capital Stock in Vista entitled to vote unless (x) such Person or group of Persons is a Permitted Holder or (y) the Permitted Holders own a greater percentage in the aggregate of all classes of Capital Stock than such Person or group of Persons or (ii) Vista ceases to either, (x) directly or indirectly through wholly owned Subsidiaries (excluding qualifying stock), own 100% of the Capital Stock of the Borrower owned by Vista on the Effective Date or (y) Control the Borrower.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Commitment ” shall mean, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.1 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Commitments”.

“ Communications ” shall mean each notice, demand, communication, information, document and other material provided for hereunder or under any other Credit Document or otherwise transmitted between the parties hereto relating to this Agreement, the other Credit Documents, any Loan Party or its Subsidiaries, or the transactions contemplated by this Agreement or the other Credit Documents, including all Approved Electronic Communications.

“ Connection Income Taxes ” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated ” shall mean the consolidation of accounts of a Person and its Subsidiaries (other than Unrestricted Subsidiaries) whose accounts are required to be consolidated with those of such Person in accordance with Applicable GAAP.

“ Consolidated EBITDA ” shall mean, as to any Person for any period, for such Person and its Subsidiaries (other than Unrestricted Subsidiaries) on a Consolidated basis, (a) Consolidated Operating Income for such period, plus (b) to the extent deducted in determining Consolidated Operating Income for such period, the sum of, without duplication, (i) depreciation and amortization expenses for such period and (ii) non-cash charges, expenses or losses for such period (other than any non-cash charge, expense or loss to the extent it represents an accrual of or a reserve for cash expenditures in any future period or amortization of a prepaid cash item that was paid in a prior period), including, without limitation, non-cash compensation to directors, officers or employees minus (c) to the extent included in determining Consolidated Operating Income for such period, non-cash gains for such period (other than any non-cash gains to the extent it represents the reversal of an accrual or a reserve for potential cash gain in any prior period or any non-cash gains in respect of which cash was received in a prior period or will be received in a future period); provided that the Consolidated EBITDA of any Person, asset or line of business acquired by Vista or any of its Restricted Subsidiaries as an Acquisition during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and such pro forma calculation will be based upon financial statements for such Person, asset or line of business prepared in accordance with Applicable GAAP. For the avoidance of doubt, for the purposes of determining the ratios described in Section 8.10, the Consolidated EBITDA of the Loan Parties and the Restricted Subsidiaries and of Vista Holding I and its Restricted Subsidiaries, as the case may be, shall be determined (i) for the Test Period ending September 30, 2018 by adding the Consolidated EBITDA of such acquired Person for the fiscal quarter ending June 30, 2018 to the Consolidated EBITDA of such Person for the fiscal quarter ending September 30, 2018 and multiplying such results by a factor of two (2) and (ii) for the Test Period ending December 31, 2018, by (x) adding the results Consolidated EBITDA of such acquired Person for the fiscal quarter ending June 30, 2018, Consolidated EBITDA for the fiscal quarter ending September 30, 2018 and the Consolidated EBITDA of such Person for the fiscal quarter ending December 31, 2018, (y) dividing such result by nine (9) and (z) multiplying such result by twelve (12).

“ Consolidated Interest Coverage Ratio ” shall mean, for any date of determination, the ratio of (a) Consolidated EBITDA of Vista and its Restricted Subsidiaries for the Test Period ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date) to (b) Consolidated Interest Expense of Vista and its Restricted Subsidiaries for such period.

“ Consolidated Interest Expense ” shall mean, for any Test Period, to the extent paid in cash, interest expense on the Indebtedness of Vista and its Restricted Subsidiaries on a Consolidated basis, including without duplication: (a) the interest or fee portion of any deferred payment obligations of such period, (b) all fees and charges paid or payable with respect to letters of credit or performance or other bonds for such period, (c) all accrued or capitalized interest (including default interest) for such period and (d) the interest component of any Capitalized Lease Obligations but excluding the interest component of operating capital leases in accordance with Applicable GAAP; provided that the Consolidated Interest Expense of any Person, assets or line of business acquired by Vista or any of its Restricted Subsidiaries during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period).

“ Consolidated Net Income ” shall mean, as to any Person for any period, the net income (or loss) of such Person and its Subsidiaries (other than Unrestricted Subsidiaries) on a Consolidated basis for such period.

“ Consolidated Operating Income ” shall mean, as to any Person for any period, the operating profit of such Person and its Subsidiaries (other than Unrestricted Subsidiaries) on a Consolidated basis for such period, as reported in accordance with Applicable GAAP.

“ Consolidated Total Assets ” shall mean, as to any Person for any period, as of any date of determination, the aggregate total value of all current and non-current assets of such Person and its Subsidiaries (other than Unrestricted Subsidiaries) on a Consolidated basis for such period, as determined in accordance with Applicable GAAP.

“ Consolidated Total Debt ” shall mean, as of any date of determination, the aggregate principal amount of all Indebtedness of Vista and its Restricted Subsidiaries as of such date on a Consolidated basis in accordance with the Applicable GAAP; provided, that any Indebtedness incurred or assumed in connection with any Acquisition occurring during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and such pro forma calculation will be based upon financial statements for such acquired company, division or line of business prepared in accordance with Applicable GAAP. For the avoidance of doubt, undrawn bank lines of credit shall not be deemed Indebtedness for the purposes of determining Consolidated Total Debt.

“ Consolidated Total Debt to Consolidated EBITDA Ratio ” shall mean, for any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA of Vista and its Restricted Subsidiaries for the Test Period ended on such date (or if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

“ Contingent Obligation ” shall mean, as to any Person, any obligation of such Person guaranteeing any Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly; provided , however , that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Documents ” shall mean and include (a) this Agreement, (b) the Fee Letter, (c) the Guaranty, (d) the Autonomous Promise of Debt that are executed and delivered pursuant to Section 2.4. hereof, (e) all other documents and instruments executed and/or delivered by the Agent, the Lenders and/or any Loan Party in connection with this Agreement and (e) any other document designated from time to time by the Borrower as a “Credit Document”.

“ Debtor Relief Laws ” shall mean the Bankruptcy Code of the United States of America, Argentine Law No. 24,522, the Bankruptcy Law of Mexico ( Ley de Concursos Mercantiles ) and all other liquidation, conservatorship, bankruptcy, concurso mercantil, quiebra , assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, restructuring, winding-up or composition or readjustment of debts or similar debtor relief Laws of the United States, Argentina, Mexico or Cayman Islands from time to time in effect.

“ Deeply Subordinated Indebtedness ” means, with respect to Vista or any Restricted Subsidiary, any subordinated Indebtedness of such Person which is (i) subordinated in right of payment to the Loans pursuant to a subordination agreement to which the Administrative Agent (for the benefit of the Lenders) and the subordinated creditors are parties, (ii) (A) does not mature or require any amortization, redemption or other repayment of principal, (B) does not require payment of any cash interest or any similar cash amounts and (C) contains no change of control or similar provisions and (D) does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment of such Person (other than as a result of insolvency proceedings of such Person), in each case, prior to the 90th day following the Maturity Date of the Loans and all other amounts due hereunder,(iii) does not provide for or require any security interest or encumbrance over any asset of Vista or any Restricted Subsidiary and (iv) does not (including upon the happening of any event) restrict the payment of amounts due in respect of the Loans or compliance by the Loan Parties with their respective obligations under this Agreement.

“ Default ” shall mean any event, act or condition which, upon the giving of notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” shall mean, subject to Section 2.12(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans on the date such Loans were required to be funded hereunder unless such failure is the result of one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) not being satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator or

assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender, or any direct or indirect parent company thereof, by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. The Administrative Agent shall provide prompt written notice to the Borrower and the Lenders to the extent it receives written notice of the occurrence of one of the aforementioned events, or it otherwise has actual knowledge of such occurrence.

“ Disbursement Date ” shall mean the date on which a Borrowing is made pursuant to Section 2.1.

“ Disqualified Institution ” shall mean, on any date, any competitors to the Borrower specified, from time to time, in writing by the Borrower to the Administrative Agent from no less than eight (8) Business Days prior to such date.

“ Dollars ” and the sign “ $ ” shall each mean the lawful currency of the United States.

“ Effective Date ” shall mean the date of this Agreement.

“ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Assignee ” shall mean (a) a Lender, (b) an Affiliate of a Lender (other than an Approved Fund), (c) an Approved Fund or (d) any other Person (other than a natural person); provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include any Defaulting Lender, any Affiliate of a Defaulting Lender or any of Vista or its Subsidiaries or Affiliates.

“ Environmental Claim ” shall mean, with respect to any Person, any litigation, arbitration, action, suit, claim or proceeding alleging or asserting such Person’s liability, including for investigatory costs, cleanup costs, consultants’ fees, governmental response costs, damages to natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation), property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or Release, of any Hazardous Material at any location, whether or not owned by such Person, (ii) any exposure to Hazardous Materials or (iii) any violation, or alleged violation, of any Environmental Law or Governmental Approval issued under any Environmental Law.

“ Environmental Laws ” shall mean any and all Laws, now or hereafter in effect, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or non-appealable judgment, relating to the protection of the environment, or, to the extent relating to exposure to Hazardous Materials, of human health or safety, or to Releases or threatened Releases of Hazardous Materials into the environment including ambient air, surface water, groundwater, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of, or exposure to, Hazardous Materials.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” shall mean each person (as defined in Section 3(9) of ERISA) which, together with Vista or any Restricted Subsidiary, would be deemed to be a “single employer” (a) within the meaning of Section 414(b), (c), (m) or, (o) of the Code or (b) as a result of Vista or any Restricted Subsidiary being or having been a general partner of such person.

“ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Event of Default ” shall have the meaning provided in Section 9.

“ Excluded Taxes ” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income or net profits (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) Taxes attributable to such Recipient’s failure to comply with Section 4.13 (e), (f) and (g); (c) any Taxes imposed under FATCA; (d) any Argentine withholding Taxes imposed on amounts payable hereunder to or for the account of any Lender in excess of the withholding Taxes that would have been imposed had such Lender been a banking or financing institution that: (i) is overseen by a Central Bank or an equivalent agency; and (ii) is located in a jurisdiction (x) other than a jurisdiction considered as a “non-cooperative jurisdiction” for fiscal transparency purposes or a “low or nil tax jurisdiction” in accordance with Argentine income tax law and its implementing regulations or (y) that has executed an exchange of information agreement with Argentina, and does not have, banking or stock market secrecy domestic laws that prevent the Lender from disclosing information to its tax authorities, except to the extent that Argentine withholding Taxes in excess of such withholding Taxes are imposed as a result of a Change in Law; (e) any Taxes imposed on amounts payable hereunder to or for the account of any Fixed Rate Lender; and (f) any U.S. federal backup withholding Taxes.

“ Existing Credit Facility ” means the credit agreement dated as of April 4, 2018, among Vista, as borrower, Credit Suisse AG Cayman Islands Branch, as administrative agent, and La Sucursal de Citibank, N.A., a branch of Citibank, N.A., as Argentine collateral agent and each lender from time to time party thereto, pursuant to which Vista incurred loans, of which an aggregate principal amount of $260 million is outstanding as of the date hereof (together with all interest, fees, charges, expenses and costs accrued in respect thereof.

“ Expropriation Event ” shall mean, with respect to any Person, (a) any condemnation, nationalization, seizure or expropriation by a Governmental Authority of all or a substantial portion of any of the properties or assets of such Person or of its Capital Stock, (b) any assumption by a Governmental Authority of control of all or a substantial portion of any of the properties, assets or business operations of such Person or of its Capital Stock, (c) any taking of any action by a Governmental Authority for the dissolution or disestablishment of such Person or (d) any taking of any action by a Governmental Authority that would prevent such Person from carrying on its business or operations or a substantial part thereof.

“ FACPCE ” shall mean the professional accounting standards, as adopted by the Federación Argentina de Consejos Profesionales de Ciencias Económicas and as in effect from time to time, together with its pronouncements thereon from time to time, and applied on a consistent basis.

“ Fair Market Value ” shall mean, with respect to any asset, the price at which a willing buyer, who is not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, as determined in good faith by the board of directors or other governing body of Vista or, pursuant to a specific delegation of authority by such board of directors or governing body, by a designated senior executive officer of Vista.

“ Farm-In Agreement ” means an agreement whereby a Person agrees to pay all or a share of the drilling, completion or other expenses of one or more exploratory or development wells (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interests therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well or wells as all or a part of the consideration provided in exchange for an ownership interest in a Property.

“ Farm-Out Agreement ” means a Farm-In Agreement viewed from the standpoint of the party that transfers an ownership interest to another.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into between the United States and the government of another country in order to implement the requirements of such Sections, and any current or future regulations or official interpretations of the foregoing.

“ Federal Funds Rate ” shall mean, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the next succeeding Business Day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions from three federal funds brokers of recognized standing as selected by it.

“ Fee Letter ” shall mean the Fee Letter dated the Acceptance Date, between, inter alia , the Borrower, the Administrative Agent or the Joint Lead Arrangers relating to the facility provided herein.

“ Fixed Rate Lender ” shall mean any Lender that has a Fixed Rate Loan Commitment or a Fixed Rate Loan.

“ Fixed Rate Loans ” shall have the meaning provided to it in Section 2.1(b).

“ Fixed Rate Loan Commitment ” shall mean, with respect to any Fixed Rate Lender at any time, the amount set forth opposite such Lender’s name on Schedule 2.1 hereto under the caption “Fixed Rate Loan Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 12.3(c) as such Lender’s “Fixed Rate Loan Commitment”.

“ Floating Rate Lender ” shall mean any Lender holding a Floating Rate Loan Commitment or a Floating Rate Loan.

“ Floating Rate Loan Commitment ” shall mean, with respect to any Floating Rate Lender at any time, the amount set forth opposite such Lender’s name on Schedule 2.1 hereto under the caption “Floating Rate Loan Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 12.3(c) as such Lender’s “Floating Rate Loan Commitment”.

“ Floating Rate Loans ” shall have the meaning provided to it in Section 2.1(a).

“ Floating Rate Required Lenders ” shall have the meaning provided to it in Section 2.11(b)(i).

“ Fund ” shall mean any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Governmental Approval ” shall mean any necessary authorization, approval, consent, license, concession, ruling, permit, tariff, rate, certification, order, validation, exemption, waiver, variance, opinion of, or registration, filing or recording with, any Governmental Authority.

“ Governmental Authority ” shall mean any government, governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body, domestic, federal, state or local (including, if applicable, foreign and supranational) having jurisdiction over the matter or matters in question, including those in Argentina, Mexico and the United States.

“ Guarantor ” shall mean each Restricted Subsidiary set forth on Schedule 6.28 under the heading “Guarantors”, and each other Material Subsidiary of Vista that shall execute and deliver a Guaranty in accordance with Section 7.10(b); provided that, for the avoidance of doubt, the Borrower shall not be deemed a Guarantor.

“ Guaranty ” shall mean each guaranty entered into by each Guarantor in substantially the terms set forth in Exhibit E .

“ Hazardous Material ” shall mean any hazardous or toxic substances, materials or wastes defined, listed, classified or regulated as such in or under any applicable Environmental Laws, including: (a) any petroleum or petroleum products (including gasoline or crude or any fraction thereof), flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls; (b) any chemicals, wastes, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, material or substance exposure to or Release of which is prohibited, limited or regulated by any Governmental Authority under any applicable Environmental Law.

“ Hedging Agreements ” shall mean any interest rate protection agreement, foreign exchange contracts, currency swap agreements, commodity agreements or other similar arrangements, or arrangements designed to protect against fluctuations in interest rates, currency values or commodity prices.

“ ICE LIBOR ” shall have the meaning assigned to that term in the definition of LIBOR.

“ IFRS ” shall mean the International Financial Reporting Standards, as adopted by the International Accounting Standards Board and as in effect from time to time, together with its pronouncements thereon from time to time, and applied on a consistent basis.

“ Indebtedness ” shall mean, with respect to any Person, without duplication, (a) any indebtedness (including principal, overdue interest and overdrafts) of such Person (i) evidenced by any notes, bonds, debentures or similar instruments made or issued by such Person, (ii) for borrowed money or with respect to deposits or advances of any kind, or (iii) for the deferred purchase price of property or services; (b) all of such Person’s liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions, provided that, for purposes of Section 8.10, obligations under trade letters of credit, standby letters of credit or surety bonds incurred by any such Person in the ordinary course of business shall, in each case, be excluded from the definition of “Indebtedness,” except in each case to the extent that any such letters of credit and/or surety bonds are actually drawn upon; (c) all Contingent Obligations of such Person; (d) [reserved]; (e) all obligations, contingent or otherwise, of such Person in connection with any securitization of any products, receivables or other Property which obligations are recourse to such Person or such Person’s property; (f) all obligations under any Hedging Agreement or under any similar type of agreement to the extent required to be reflected on a balance sheet of such Person (provided that the amount of Indebtedness in respect of the Hedging Agreements shall be at any time the unrealized net loss position, if any, of a Person thereunder on a marked-to-market basis determined no more than one (1) month prior to such time, after giving effect to any netting arrangement), (g) all redemption obligations of such Person in respect of mandatorily redeemable preferred stock; (h) all Capitalized Lease Obligations of such Person and similar obligations under “synthetic leases” of such Person; (i) the indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation, a limited liability company or other similar organization) in which such Person is a general partner or a joint venture, solely in an amount equal to the portion of such Indebtedness for which such Person is liable as a general partner or member under the partnership or joint venture, unless such Indebtedness is expressly made non-recourse to such Person; and (j) all Indebtedness referred to in clauses (a) through (i) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on Property of such Person even though such Person has not assumed or become liable for the payment of such Indebtedness (and, in connection therewith, the amount of “Indebtedness” under this clause (j) shall be limited to the lesser value of the amount of such Indebtedness and the value of such Property); provided that Indebtedness shall not include (w) trade payables arising in the ordinary course of business so long as such trade payables are payable in the ordinary course of business and are not overdue more than 90 (ninety) days, (x) any obligation in respect of a Farm-In Agreement, Farm-Out Agreement or similar arrangement whereby such Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interest therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property and (y) solely with respect to the calculation of the financial covenants in Section 8.10 and any pro forma determinations of such covenants pursuant to any other provision hereunder, Deeply Subordinated Indebtedness.

“ Indemnified Costs ” shall have the meaning provided in Section 10.5(a).

“ Indemnified Liabilities ” shall have the meaning provided in Section 12.2(a).

“ Indemnified Person ” shall have the meaning provided in Section 12.2(a).

“ Indemnified Taxes ” shall mean (a) all Taxes other than Excluded Taxes imposed on or with respect to payment made by or on account of any obligation of the Borrower under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“ Information ” shall have the meaning set forth in Section 11.3.

“ Interest Determination Date ” shall mean the second (2 ^nd ) Business Day immediately preceding the commencement of any Interest Period.

“ Interest Period ” shall mean, for (i) any Loan, the period commencing on (and including) the Disbursement Date of such Loan and ending on the date ocurring six-months thereafter, and thereafter each period commencing on (and including) the last day of the preceding Interest Period and ending on (but excluding) the numerically corresponding day in the calendar month that is six (6) months thereafter; provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day unless such succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, and (ii) any Interest Period that would otherwise commence before and end after the Maturity Date shall end on the Maturity Date.

“ Interpolated Rate ” shall mean, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the ICE LIBOR for the longest period (for which that ICE LIBOR is available in Dollars) that is shorter than the Impacted Interest Period and (b) the ICE LIBOR for the shortest period (for which that ICE LIBOR is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time; provided that if the Interpolated Rate is less than zero, the “Interpolated Rate” at such time shall be deemed to be zero.

“ Investment ” shall have the meaning provided in Section 8.4.

“ Joint Lead Arrangers ” shall mean, collectively, Banco de Galicia y Buenos Aires S.A., Banco Itaú, New York Branch, Banco Santander Río S.A. and Citibank, N.A., in their respective capacities as joint bookrunners under this Agreement, or any or all of them, as the case may be.

“ Judgment Currency ” shall have the meaning provided in Section 12.6(a).

“ Judgment Currency Conversion Date ” shall have the meaning provided in Section 12.6(a).

“ Law ” shall mean, with respect to any Person (a) any statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement or other governmental restriction or any interpretation or administration of any of the foregoing by any Governmental Authority (including Governmental Approvals) and (b) any directive, guideline, policy, requirement or any similar form of decision of or determination by any Governmental Authority which is binding on such Person, in each case, whether now or hereafter in effect.

“ Leaseholds ” of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under concessions, easements, leases or licenses of land, improvements, mining rights and/or fixtures.

“ Lenders ” means the Persons identified as Lenders in the introductory paragraph of this Agreement and any other Person that shall have become party hereto pursuant to an Assignment and Assumption in accordance with Section 12.3, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ Lending Office ” shall mean, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time designate by notifying the Borrower and the Administrative Agent in writing.

“ LIBOR ” or “ LIBO Rate ” shall mean for any Interest Period with respect to a LIBOR Loan, the ICE Benchmark Administration Limited’s LIBOR (“ ICE LIBOR ”) that appears on Page LIBOR01 of the Reuters screen (or such other page as may replace such page on that service) as of 11:00 a.m., London time, on the second (2 ^nd ) Business Day prior to the commencement of such Interest Period for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period provided that, in each case, (i) if such published rate is not available at such time for any reason, the “LIBO Rate” for such Interest Period (an “ Impacted Interest Period ”) shall be the Interpolated Rate and (ii) if any such rate is below zero, the “LIBO Rate” for such Interest Period with respect to such Loan shall be deemed to be zero.

“ LIBOR Loan ” shall mean each Loan bearing interest at a rate based on the LIBO Rate.

“ LIBOR Successor Rate ” shall have the meaning provided in Section 2.11(b).

“ Lien ” shall mean any mortgage, pledge, hypothecation, security trust, securitization, assignment, deposit arrangement, encumbrance, bonding registry note, lien (statutory or other) or other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing); provided that in no event shall an operating lease be deemed a Lien.

“ Loan Party ” shall mean, collectively, the Borrower and the Guarantors and any other Material Subsidiary of Vista that is party from time to time to the Guaranty, or any or all of them, as the case may be.

“ Loan Commitments ” shall mean the Fixed Rate Loan Commitment or the Floating Rate Loan Commitment, or both as the case may be.

“ Loans ” shall mean the Fixed Rate Loans or the Floating Rate Loans, or both as the case may be.

“ Material Adverse Effect ” shall mean a material adverse effect on: (a) the operations, performance, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of any Loan Party and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under any Credit Document to which they are a party or (c) the rights and remedies available to the Lenders, or the Agent under any Credit Document.

“ Material Agreements ” shall mean (a) any contract, agreement, license, concession or instrument entered into by Vista or any of its Subsidiaries that creates or evidences revenues of Vista with a monetary amount in excess of $40,000,000 (or its equivalent in other currencies) and (b) any agreement evidencing Material Indebtedness.

“ Material Concessions ” shall mean each concession of any Loan Party set forth on Schedule 9.15 and, if obtained after the Disbursement Date, each concession of Vista or any Restricted Subsidiary having a book-value equal to or greater than 10% of Consolidated Total Assets of Vista.

“ Material Indebtedness ” shall mean (i) under Section 6.10, Indebtedness of Vista or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $10,000,000 or (ii) under Section 9.4, Indebtedness of Vista or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $30,000,000.

“ Material Subsidiaries ” shall mean any Restricted Subsidiary whose assets, revenues or EBITDA accounted for 10% or more of the consolidated revenues of Vista, Consolidated Total Assets of Vista, or Consolidated EBITDA of Vista, as the case may be, in each case, as of the quarter most recently ended for which Vista has delivered financial statements to the Administrative Agent in accordance with Section 7.1(a).

“ Maturity Date ” shall mean July 20, 2023.

“ Mexico ” shall mean the United Mexican States ( Estados Unidos Mexicanos ).

“ Multiemployer Plan ” shall mean any multiemployer plan as defined in Section 4001(a)(3) of ERISA that is subject to ERISA.

“ Negotiation Period ” shall have the meaning provided in Section 2.11.

“ Net Available Proceeds ” shall mean:

(a) with respect to any Asset Disposition, the aggregate amount of all cash payments received by any Loan Party or any of its Subsidiaries, as applicable, directly or indirectly (or by any Person on its behalf), in connection with such Asset Disposition; and

(b) with respect to any Casualty Event, the aggregate amount of proceeds of insurance, condemnation awards and other compensation received or deemed received by any Loan Party or any of its Subsidiaries (or by any Person on its behalf) directly or indirectly in respect of such Casualty Event;

provided that (A) such Net Available Proceeds shall be net of the following actual costs incurred in connection with any transaction: (x) the amount of any reasonable and documented legal, accounting, title and recording tax expenses, brokerage expenses, underwriting discounts and commissions, consultant and other similar fees and commissions paid by any Loan Party or any of its Subsidiaries, as applicable and (y) any applicable and documented income or other taxes actually paid or estimated to be payable on or prior to the Maturity Date, in each case directly as a result of such Asset Disposition (but only to the extent that such estimated taxes are in fact paid to the relevant Governmental Authority on or prior to the Maturity Date) and (B) such Net Available Proceeds shall be net of any repayments in cash by Vista or any of its Subsidiaries of Indebtedness to the extent that (x) such Indebtedness or any Contingent Obligations in connection with such Indebtedness is secured by a Lien on the property that is the subject of such sale or event referred to above or, is otherwise required to be repaid to consummate such sale or event, (y) such Indebtedness or any Lien or Contingent Obligations in connection with such Indebtedness were not created in connection with or in anticipation of such sale or event and (z) such Indebtedness is actually repaid or defeased with such proceeds “ Notice of Borrowing ” shall have the meaning provided in Section 2.2.

“ Obligations ” shall mean, collectively, all loans, advances, debts, liabilities and obligations, howsoever arising, owed under any Credit Document, or otherwise in connection with the transactions contemplated in the Credit Documents, to the Agent (including former Agents), the Lenders, the Joint Lead Arrangers and the beneficiaries of the indemnification obligations undertaken by any Loan Party under any Credit Document, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all interest (including interest that, but for the filing of a petition in bankruptcy or other insolvency proceeding with respect to any Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy or other insolvency proceeding), payments of fees, charges, expenses, attorneys’ fees, court costs and consultants’ fees chargeable to such Loan Party in accordance with Section 12.1.

“ OFAC ” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.

“ Organizational Documents ” shall mean, with respect to any Person, (a) the articles of incorporation, organizational deed or other similar organizational document of such Person (including any amendments thereto), (b) the by-laws, estatutos sociales or other similar document of such Person (including any amendments thereto), (c) any certificate of designation or instrument relating to the rights of preferred shareholders or other holders of Capital Stock of such Person and (d) any shareholder rights agreement or other similar agreement (including any amendments thereto).

“ Other Connection Taxes ” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or any Credit Document).

“ Other Taxes ” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.14).

“ Participant ” shall have the meaning provided in Section 12.3(d).

“ Participant Register ” shall have the meaning provided in Section 12.3(e).

“ Payor ” shall have the meaning provided in Section 4.11.

“ Permitted Business ” shall have the meaning provided in Section 8.5.

“ Permitted Jaguar Farm-In Agreement ” shall mean the Farm-In Agreement to be entered into in connection with the farm-in project between the Borrower, as farmee, and Jaguar Exploracion y Produccion de Hidrocarburos, S.A.P.I. de C.V., as farmor, regarding Block 5 Tampico-Misantla (TM-01) and Block 9 Cuencas del Sureste (CS-01) awarded by CNH under Bidding Round 2.2, and Pantera Exploracion y Produccion 2.2., S.A.P.I. de C.V., as farmor, regarding Block 10 Cuencas del Sureste, Area Contractual 10 (B-10) awarded by CNH under Bidding Round 2.2.

“ Permitted CASO Farm-Out Agreement ” shall mean the potential Farm-Out Agreement, pursuant to which the Borrower intends to, among other arrangements to be agreed, swap its working interest in Coirón Amargo Suroeste in exchange for a working interest in another Vaca Muerta block of comparable value.

“ Permitted Holders ” shall mean the Borrower, any Guarantor and/or the management team of each of the foregoing.

“ Permitted Liens ” shall have the meaning provided in Section 8.1.

“ Permitted Midstream Disposition Transaction ” shall mean the sale, transfer, assignment or disposition of any storage, treatment, transportation, asset or any other energy infrastructure assets owned by any Restricted Subsidiary to any Person.

“ Permitted Vista Argentina Reorganization Transaction ” shall mean the re-domiciliation of APCO Cayman to Argentina and the amalgamation, consolidation or merger with or into, or acquisition of all or substantially all of the assets of APCO Cayman by, the Borrower and/or APCO Argentina, in a single or series of transactions, to ultimately amalgamate, consolidate or merge into the Borrower.

“ Permitted Transactions ” shall mean Permitted Vista Argentina Reorganization Transaction, Permitted Jaguar Farm-In Agreement, Permitted CASO Farm-Out Agreement and Permitted Midstream Disposition Transaction.

“ Person ” shall mean any individual, corporation, limited liability company, company, voluntary association, partnership, joint venture, trust, unincorporated organization, Governmental Authority or other enterprises or entity.

“ Plan ” shall mean any pension plan as defined in Section 3(2) of ERISA that is subject to ERISA other than a Multiemployer Plan.

“ Prime Rate ” shall mean the “prime rate” as most currently reported in the “Money Rates” column of The Wall Street Journal .

“ Pro Forma Basis ” means, with respect to the calculation of the financial covenants contained in Section 8.10 for purposes of determining (i) the Consolidated Interest Coverage Ratio, (ii) Consolidated Total Debt to Consolidated EBITDA Ratio or the (iii) Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio, such calculation shall give pro forma effect to any Acquisition and the creation or assumption of Indebtedness related to such Acquisition as if such Acquisition had occurred (with any such Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms(each a “ Specified Transaction ”) on the first day of the four consecutive fiscal quarters of Vista most recently ended for which financial statements are available. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any swap agreement applicable to such Indebtedness if such swap agreement has a remaining term in excess of 12 months).

“ Proceedings ” shall have the meaning provided in Section 12.5(c).

“ Process Agent ” shall have the meaning provided in Section 12.5(a).

“ Projections ” shall have the meaning provided in Section 6.13.

“ Property ” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Qualified Entity ” shall mean any Lender (or, if such Lender acts through a branch, agency, the principal office of such Lender) that (a) is the effective beneficiary of the payments made hereunder, (b) meets the requirements imposed by article 166-I, paragraph (a), Section (2) (or any other successor provision) of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and delivers to the Loan Parties the information described in Sections 3.18.19. and/or 3.18.20, as applicable, of the Resolución Miscelánea Fiscal para 2018 (Tax Resolution for 2018) (or any successor provisions), (c) is a resident for tax purposes of a country with which Mexico has entered into a treaty for the avoidance of double taxation that is in effect and (d) meets the requirements set forth in such treaty to apply the benefits for provided therein.

“ Rate Determination Notice ” shall have the meaning provided in Section 2.11(a).

“ Real Property ” of any Person shall mean all the right, title and interest of such Person in and to land, mining rights, improvements and fixtures, including Leaseholds.

“ Recipient ” shall mean the Agent, any Joint Lead Arranger, any Lender or any other recipient of any payment to be made by or on account of any obligation of ay Loan Party hereunder.

“ Register ” shall have the meaning provided in Section 12.3(c).

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Reinvested ” shall mean the use (or a binding commitment in respect thereof entered into) of any Net Available Proceeds from any Asset Disposition or any Casualty Event to (x) acquire assets within Vista’s or any of its Restricted Subsidiaries’ line of business, (y) replace or restore any properties or assets in respect of which such Net Available Proceeds were paid and/or (z) to invest in any existing assets of Vista or any of Vista’s Restricted Subsidiaries (including, without limitation any exploratory or development wells or fields), within (i) in the case of any Casualty Event or Asset Disposition (other than a Permitted Midstream Disposition Transaction), 365 days and (ii) in the case of any Permitted Midstream Disposition Transaction, (a) 18 months with respect to 75% of the Net Available Proceeds of such Permitted Midstream Disposition Transaction and (b) 24 months with respect to 100% of the Net Available Proceeds of such Permitted Midstream Disposition Transaction following the date of the receipt of such Net Available Proceeds, in each of clauses (i) and (ii), so long as no Default or Event of Default exists at the time such Net Available Proceeds are received. For the avoidance of doubt, the definition of “Reinvested” shall not include any Investment in exploratory wells or fields not owned by Vista or any of its Restricted Subsidiaries at the time of the Investment.

“ Related Parties ” shall mean, with respect to any Person, such Person’s Affiliates and such Person’s and such Person’s Affiliates’ respective partners, directors, officers, employees, agents and advisors.

“ Release ” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment, including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials.

“ Removal Effective Date ” shall have the meaning provided in Section 10.6.

“ Required Lenders ” shall mean, at any time, Lenders holding more than 50% of the aggregate principal amount of the outstanding Loans and unused Commitments at such time. The outstanding Loans and unused Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“ Required Payment ” shall have the meaning provided in Section 4.11.

“ Restricted Subsidiary ” shall mean any Subsidiary of Vista other than an Unrestricted Subsidiary.

“ Restricting Information ” shall have the meaning provided in Section 11.4(a).

“ Sanctioned Jurisdiction ” shall mean any country or territory that is the subject of comprehensive Sanctions broadly restricting or prohibiting dealings with, in or involving such country or territory (currently Iran, Cuba, Syria, North Korea and the Crimea region of the Ukraine).

“ Sanctioned Person ” shall mean any individual or entity (a) identified on a Sanctions List, (b) organized, domiciled or resident in a Sanctioned Jurisdiction, or (c) otherwise is the subject or target of any Sanctions, including any entity that is at least fifty percent (50%) or more owned or that is controlled by one or more individuals or entities described in the foregoing clauses (a) or (b).

“ Sanctions ” shall mean any economic or financial sanctions or trade embargoes imposed, administered or enforced by (a) the United States (including OFAC, United States Department of State, and the United States Department of Commerce), (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) the United Kingdom (including Her Majesty’s Treasury) or (e) Argentina.

“ Sanctions List ” shall mean any list of designated individuals or entities that are subject of Sanctions, including, without limitation: (a) the Specially Designated Nationals and Blocked Persons List maintained by OFAC, (b) the Consolidated United Nation Security Council Sanctions List, (c) the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Union and (d) the Consolidated List of Financial Sanctions Targets in the UK maintained by Her Majesty’s Treasury of the United Kingdom.

“ Scheduled Unavailability Date ” shall have the meaning provided in Section 2.11(b)(ii).

“ Solvent ” shall mean, with respect to any Person at any time, that (a) the fair value of the assets of such Person and its Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the total liability on existing debts as they become absolute and matured, (b) the present fair saleable value of the assets of such Person and its Subsidiaries on a consolidated basis is not less than the

amount that will be required to pay the probable liability on existing debts of such Person and its Subsidiaries as they become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis are able to pay their debts or other obligations as they generally become absolute and matured and (d) (i) such Person is not insolvent pursuant to Article 2166 of the Mexican Federal Civil Code or Article 78 of Law 25.522 of Argentina as applicable for a Person incorporated in any of these jurisdictions or (ii) does not meet the requirements to be declared in concurso mercantil in accordance with Articles 9, 10 and 11 of Mexico’s Ley de Concursos Mercantiles or Article 78 of Law 25.522 of Argentina as applicable for a Person incorporated in any of these jurisdictions.

“ Specified Currency ” shall have the meaning provided in Section 12.6(a).

“ Specified Transaction ” shall have the meaning provided in Section 1.1 in the definition of Pro Forma Basis.

“ Stated Maturity Date ” shall mean, with respect to each instrument evidencing Indebtedness for borrowed money, the maturity date for such instrument.

“ Subsidiary ” of a Person shall mean any corporation or other legal entity in which such Person, directly or indirectly, in the aggregate and without duplication, owns more than 50% of the outstanding Capital Stock or has the power to elect a majority of the board of directors or similar governing body.

“ Substitute Basis ” shall have the meaning provided in Section 2.11(a).

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Test Period ” shall mean, with respect to each date of determination, the period of four consecutive fiscal quarters then most recently ended, in each case taken as one accounting period; provided , that the definition of Test Period for the first two Test Periods occurring after the Effective Date shall be further modified as set forth in the definition of “Consolidated EBITDA”.

“ Type ” shall refer to the distinction between the Floating Rate Loans and the Fixed Rate Loans.

“ United States ” and “ U.S. ” shall each mean the United States of America.

“ Unrestricted Equity Proceeds ” shall mean the proceeds of any equity contribution to a Loan Party or any Restricted Subsidiary by any Person other than a Loan Party or a Restricted Subsidiary.

“ Unrestricted Proceeds ” shall mean proceeds received from any of the following: (i) Unrestricted Equity Proceeds and (ii) the Annual Permitted Net Income Restricted Payment Amount; provided that, for the avoidance of doubt, after the initial use of such proceeds in accordance with this Agreement, any proceeds resulting therefrom, including any sale or disposition of assets acquired with such Unrestricted Proceeds or any Investments made with such Unrestricted Proceeds, shall not constitute Unrestricted Proceeds.

“ Unrestricted Subsidiary ” shall mean any direct Subsidiary of Vista, Vista Holding I, Vista Oil & Gas Holding II, S.A. de C.V. or any other Subsidiary organized under the laws of Mexico created after the Effective Date (i)(x) that is created with, and capitalized only from any of the following: Unrestricted Proceeds, permitted Investments pursuant to Section 8.4(o)(i) or Investments by any Person other than a Loan Party or a Restricted Subsidiary, (y) that is primarily engaged in the Permitted Business and (z) that satisfies the Argentine Separate Entity Conditions and (ii) for which no Loan Party or any Restricted Subsidiary will at any time (x) provide credit support, subject any of its property or assets (other than the Capital Stock of such Unrestricted Subsidiary) to the satisfaction of, or Guarantee, any Indebtedness or other obligations of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness or other obligations) or (y) be directly or indirectly liable for any Indebtedness or other obligations of such Subsidiary.

“ USA PATRIOT Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272, of the United States.

“ Use of Proceeds Transaction ” shall mean that certain transaction or series of related transactions through which (i) the Borrower shall purchase from Vista Holding I and Vista Holding I shall sell to the Borrower that certain APCO Sub-Loan Agreement, together with any payments, repayments or distributions made pursuant to the terms of the APCO Sub-Loan Agreement, (ii) the Borrower shall return the capital contribution made by Vista Holding I to the Borrower in connection with the devolution of the aporte irrevocable and (iii) Vista shall partially capitalize the contribution ( aportación para futuros aumentos ) it previously made to Vista Holding I and Vista Holding I shall return the difference between such amounts to Vista.

“ Vista ” shall mean Vista Oil & Gas, S.A.B. de C.V., a sociedad anónima de capital variable.

“ Vista Holding I ” shall mean Vista Oil & Gas Holding I, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico.

“ Withholding Agent ” shall mean the Borrower.

“ Write-Down and Conversion Powers ” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Principles of Construction .

(a) Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms and, to the extent applicable, the terms of this Agreement.

(b) Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time.

(c) Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities.

(d) References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively.

(e) All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto.

(f) The table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement.

(g) Defined terms in the singular shall include the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(h) The words “hereof”, “herein” and “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(i) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(j) The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(k) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with Applicable GAAP.

1.3 Pro Forma Calculations . With respect to any period during which any Specified Transaction occurs, for purposes of determining compliance with the covenants contained in Section 8.10 or otherwise for purposes of determining the Consolidated Interest Coverage Ratio, Consolidated Total Debt to Consolidated EBITDA Ratio or the Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio, calculations with respect to such period shall be made on a Pro Forma Basis; provided that, prior to the earlier of (i) the date on which the financial statements for the fiscal quarter ended September 30, 2018 are delivered to the Administrative Agent pursuant to Section 7.1(b) and (ii) the date on which the financial statements for the fiscal quarter ended September 30, 2018 which are required to be delivered to the Administrative Agent pursuant to Section 7.1(b) become available (such period the “ Initial Testing Period ”), each of the ratios in this Section 1.3 shall be calculated by reference to the financial results of the Loan Parties for the fiscal quarter ended June 30, 2018; provided further that during this Initial Testing Period, the Consolidated EBITDA shall be deemed to be an amount equal to four (4) times the Consolidated EBITDA of Vista for the quarter ended June 30, 2018, prior to adjusting such Consolidated EBITDA on a Pro Forma Basis.

Section 2. Amount and Terms of Credit.

2.1 The Facilit y.

(a) Each Floating Rate Lender severally agrees, on and subject to the terms and conditions of this Agreement, to make during the Availability Period one term loan to the Borrower (each, a “ Floating Rate Loan ”, and collectively, the “ Floating Rate Loans ”) on the Disbursement Date, in Dollars in an aggregate principal amount up to but not exceeding such Floating Rate Lender’s Floating Rate Loan Commitment and, as to all Floating Rate Lenders, in an aggregate principal amount up to but not exceeding $150 million.

(b) Each Fixed Rate Lender severally agrees, on and subject to the terms and conditions of this Agreement, to make during the Availability Period one term loan to the Borrower (each, a “ Fixed Rate Loan ”, and collectively, the “ Fixed Rate Loans ”) on the Disbursement Date, in Dollars in an aggregate principal amount up to but not exceeding such Fixed Rate Lender’s Fixed Rate Loan Commitment and, as to all Fixed Rate Lenders, in an aggregate principal amount up to but not exceeding $150 million.

2.2 Notice of Borrowing . During the Availability Period, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Administrative Agent a duly completed and irrevocable notice of a Borrowing in substantially the form of Exhibit A (the “ Notice of Borrowing ” ) prior to 11:00 a.m. (New York time) at least two (2) Business Days prior to the requested Disbursement Date (or such shorter period as the Administrative Agent may agree to in its discretion), requesting the Borrowing and specifying the requested Disbursement Date, the aggregate principal amount of the Loans to be made on such date. The Borrowing shall be in a principal amount of $300,000,000 and shall be made pro rata among the Fixed Rate Loans and the Floating Rate Loans. Not later than 11:00 a.m. (New York time) on the Disbursement Date, each Lender shall make available the amount of the Loans to be made by such Lender on the Disbursement Date to the Administrative Agent, at the Administrative Account, in immediately available funds, for the account of the Borrower pursuant to the Notice of Borrowing. The amounts so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be remitted by the Administrative Agent as provided for and instructed by the Borrower to the Administrative Agent in the applicable Notice of Borrowing.

2.3 Several Obligations; Certain Remedies Independent . The failure of any Lender to make its Loans on the Disbursement Date shall not relieve any other Lender of its obligation to make its Loans on such date, and neither any Lender nor the Agent shall be responsible for the failure of any other Lender to make its Loans to be made by such other Lender on such date, and (except as otherwise provided in Section 4.12) no Lender shall have any obligation to the Agent or any other Lender for the failure by such Lender to make its Loans required to be made by such Lender on such date. The amounts payable by the Borrower at any time hereunder to each Lender shall be a separate and independent debt, and except for exercising the remedies (including acceleration of the Loans) set forth in the final paragraph of Section 9, each Lender shall be entitled to protect and enforce its individual rights arising out of this Agreement independently of any other Lender, and it shall not be necessary for any other Lender or the Agent to consent to, or be joined as an additional party in, any proceedings to recover the payment of any overdue amounts.

2.4 Autonomous Promise of Debt .

(a) The Borrower agrees that, to evidence its obligation to repay each Loan made hereunder, with interest accrued thereon, it shall execute and deliver, and cause each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) to execute and deliver, to each Lender an offer of Autonomous Promise of Debt in the form of Exhibit B, each such Autonomous Promise of Debt being in the principal amount of the Fixed Rate Loan or Floating Rate Loan, as applicable, to be made by each Lender on the Disbursement Date and the validity of which shall be subject to the written acceptance by each Lender the form of Exhibit C hereto (the “ Autonomous Promise of Debt ”). The amount evidenced by each Autonomous Promise of Debt shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be prima facie evidence of the applicable Indebtedness of the Borrower absent manifest error. An Autonomous Promise of Debt and the obligation evidenced thereby may be assigned or otherwise transferred, in whole, only in accordance with Section 12.3. In addition, the Borrower hereby agrees and covenants that it will execute and deliver , and cause each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) to execute and deliver, any replacement or

amended Autonomous Promise of Debt by means of an offer to be accepted by the respective Lender or permitted assignee thereof, and take all further action that may, in the reasonable judgment of the Administrative Agent or the Required Lenders, be necessary in order to (i) ensure that the Autonomous Promise of Debt duly reflect the terms of this Agreement or (ii) reflect any assignment of the Loans in accordance with Section 12.3, in each case, as the Administrative Agent or the Required Lenders may reasonably request in writing from time to time. Upon the receipt of the acceptance of an Offer of Autonomous Promise of Debt, the Borrower shall, and shall cause each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) , to promptly execute an Acknowledgement of Acceptance in the form of Exhibit C hereto, certified by a notary public (the “ Acknowledgment of Acceptance ”).

(b) If any amount hereunder or under any Autonomous Promise of Debt is not paid by the Borrower, any Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) when due (whether at the stated maturity, by acceleration or otherwise), the Administrative Agent or any Lender may take all such actions as it sees fit to recover such amount, including the commencement and maintenance of proceedings in the State of New York, United States of America or in Argentina in respect of its Autonomous Promise of Debt, or simultaneous commencement and maintenance of proceedings in the State of New York, United States of America and in Argentina in respect of its Autonomous Promise of Debt as the Administrative Agent or such Lender in its sole discretion shall determine. The payment of any part of the principal of any such Autonomous Promise of Debt shall discharge the obligation of the Borrower, each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) to pay principal of the Loan evidenced by such Autonomous Promise of Debt pro tanto , and the payment of any principal of a Loan in accordance with the terms hereof shall discharge the obligations of the Borrower each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) under the Autonomous Promise of Debt evidencing such Loan pro tanto . Notwithstanding the discharge in full of any Autonomous Promise of Debt, if the amount paid or payable under any such Autonomous Promise of Debt (whether arising from the enforcement thereof in Argentina or otherwise), (A) is less than the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Autonomous Promise of Debt, the Borrower agrees to pay to the Administrative Agent promptly after its receipt of written demand such difference, and (B) exceeds the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Autonomous Promise of Debt, each Lender that has received any amounts under such Autonomous Promise of Debt in excess of the amounts due to such Lender hereunder agrees to pay such excess to the Borrower promptly after its receipt of written demand. Upon discharge of all obligations of the Borrower under the Loans evidenced by any Autonomous Promise of Debt, the Lender holding any such Autonomous Promise of Debt shall cancel such Autonomous Promise of Debt and promptly return it or them to the Borrower.

(c) Neither the execution, delivery or participation of any Autonomous Promise of Debt, or the commencement of any judicial enforcement proceeding or exercise of any other right or remedy in connection with any Autonomous Promise of Debt, nor the total or partial collection of any Autonomous Promise of Debt shall be deemed to be a waiver of any right of any Lender under, or an amendment of any term or condition of, this Agreement or any other Credit Document, including with respect to the governing law thereof; provided that each Lender agrees that it shall only commence a judicial enforcement proceeding or exercise any other right or remedy in connection with its Autonomous Promise of Debt solely to the extent of amounts then due and payable to such Lender in accordance with this Agreement. The rights and claims of any Lender under any Autonomous Promise of Debt shall not replace or supersede any rights and claims of such Lender under this Agreement and the other Credit Documents; provided that the payment of any part of the principal of, and interest on and other amounts in respect of, any Autonomous Promise of Debt in accordance with the terms of this Agreement shall, to the extent that such payment would discharge the Borrower’s Obligations under this Agreement, discharge the obligation of the Borrower under this Agreement and each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) to pay such amounts paid of principal of the Loan, and interest thereon and

other amounts related thereto, evidenced by such Autonomous Promise of Debt, pro tanto , and the payment of any principal of a Loan, and interest thereon and other amounts related thereto, in accordance with the terms hereof shall discharge the obligations of the Borrower, each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) under the Autonomous Promise of Debt evidencing such amounts pro tanto , to the extent that such payment would discharge the Borrower’s, each Argentine Guarantor’s and APCO Oil & Gas International Inc. (Argentine Branch)’s Obligations under this Agreement and obligations under the Guaranty.

(d) Upon repayment in full of all Obligations of the Borrower evidenced by any Autonomous Promise of Debt, the Lender holding such Autonomous Promise of Debt shall cancel such Autonomous Promise of Debt and promptly return it to the Borrower.

2.5 Use of Proceeds . The Borrower shall use the proceeds of the Loans in accordance with Section 7.11. None of the Agent, the Joint Lead Arrangers or Lenders shall have any responsibility as to the use of any of such proceeds.

2.6 Termination .

(a) Any undrawn amounts of the Loan Commitments will be automatically reduced to zero on the Disbursement Date after giving effect to the Borrowing of the Loans made on the Disbursement Date.

(b) Unless previously terminated, the Loan Commitments shall terminate automatically at the end of the Availability Period.

2.7 Interest .

(a) Subject to Sections 2.7(b) and 2.11, the Borrower agrees to pay to the Administrative Agent for the account of each Lender interest in respect of the unpaid principal amount of each Loan of such Lender from the Disbursement Date until the payment in full thereof which, (i) for the Floating Rate Loans, shall be equal to the sum of, for each day during each Interest Period applicable thereto, (x) LIBOR for such Interest Period plus (y) the Applicable Margin and (ii) for the Fixed Rate Loans, an interest rate per annum equal at all times during each Interest Period to 8.00%, in each case payable on the last day of each Interest Period and on the Maturity Date.

(b) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, principal and, to the extent permitted by Law, overdue interest in respect of the Loans and any other overdue amount payable by the Borrower hereunder or under any other Credit Document shall bear interest at a rate which is equal to (i) the rate otherwise applicable to such Loan as provided in Section 2.7(a) above, plus (ii) 2.0% per annum (which interest shall be payable on demand).

(c) Except as provided in Section 2.7(b), accrued (and theretofore unpaid) interest shall be payable in arrears in respect of the Loans (i) on the last day of each Interest Period applicable thereto, (ii) on the amount of the Loans repaid or prepaid, upon such repayment or prepayment, (iii) at any maturity (whether by acceleration or otherwise), and (iv) after such maturity, on demand.

(d) On each Interest Determination Date for the Floating Rate Loan, the Administrative Agent shall determine the applicable LIBOR and shall give notice thereof to the Lenders and to the Borrower. Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto.

2.8 Illegality.

(a) If any Change in Law has made it unlawful, or any central bank or other Governmental Authority has asserted that it is unlawful, for such Lender or its Lending Office to make or maintain any of its Loans (and the designation of a different Lending Office would not avoid such unlawfulness), then such Lender shall promptly notify the Borrower thereof (with a copy to the Administrative Agent) and on notice thereof by such Lender to the Borrower, (i) such Lender’s Commitment shall be suspended until such time as such Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist and (ii) to the extent necessary to comply with such Change in Law, such Lender’s affected Loans shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable to such Lender by the Borrower under this Agreement on or before such date as shall be mandated by Change in Law (which payment shall include any additional amounts accrued prior to such prepayment).

(b) If any Floating Rate Lender determines that it is unlawful to maintain a LIBOR Loan at a LIBO Rate, upon the Borrower’s receipt of notice of such fact and demand from such Floating Rate Lender, in lieu of an interest rate determined in accordance with Section 2.7, the interest rate payable in respect of such Floating Rate Loan shall automatically convert on the last day of the Interest Period in respect of such Floating Rate Loan to the sum of the Base Rate in effect from time to time plus the Applicable Margin per annum less 1% (payable on the last day of the Interest Period in respect of such Floating Rate Loan and on the last day of each subsequent Interest Period thereafter; provided , however , that upon the occurrence and during the continuance of an Event of Default, such interest (i) shall be the sum of the Base Rate in effect from time to time plus the Applicable Margin plus 1% per annum and (ii) shall be payable on demand), either on the last day of the Interest Period in respect of such Floating Rate Loan, if such Floating Rate Lender may lawfully continue to maintain such Floating Rate Loan to such day, or immediately, if such Floating Rate Lender may not lawfully continue to maintain such Floating Rate Loan.

2.9 Increased Costs and Reduction of Return .

(a) If any Lender shall have determined at any time that it shall incur increased costs or reductions in the amounts received or receivable under this Agreement, its Loans, or its Commitment with respect to its Loan, or that any Recipient shall be subjected to any Taxes (other than any increased cost or reduction in the amount received or receivable resulting from (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (f) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, other obligations, deposits, reserves, other liabilities or capital, in each case, arising under this Agreement and, in each case, attributable to or because of any Change in Law and/or other circumstances affecting such Lender or the relevant interbank market or the position of such Lender in such market, then, and in any such event, the Borrower shall promptly pay to such Lender, upon demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable under this Agreement.

(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof (whether or not having

the force of law) or (iv) compliance by such Lender (or its Lending Office) or any Person Controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any Person Controlling such Lender and (taking into consideration such Lender’s or such Person’s policies with respect to capital adequacy and liquidity and such Lender’s desired return on capital) and if such Lender shall have determined that the amount of such capital or liquidity is increased as a consequence of its Loan, credits or obligations under this Agreement, then, promptly upon demand of such Lender to the Borrower in accordance with clause (c), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

(c) Each Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.9. Such Lender or the Administrative Agent, as applicable, shall deliver to the Borrower a certificate setting forth in reasonable detail the basis for determining the amount that such Lender is entitled to receive pursuant to this Section 2.9, which determination shall be conclusive and binding on the Borrower in the absence of manifest error.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

2.10 Break Funding . The Borrower shall pay to the Administrative Agent for the account of each Floating Rate Lender, within ten (10) days after the request in writing and delivery of the certificate set forth below by such Floating Rate Lender, such amount or amounts (if any) as shall be sufficient to compensate it for any loss, cost or expense (excluding the loss of any anticipated profit) including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Floating Loans or from fees payable to terminate the deposits from which such funds were obtained that is attributable to:

(a) the failure of the Borrower to make on a timely basis any payment of principal of the Loans;

(b) the failure of the Borrower to borrow any LIBOR Loan after the Borrower has given a Notice of Borrowing;

(c) the failure of the Borrower to make any prepayment of any LIBOR Loan in accordance with any notice delivered under Section 4.2 or Section 4.3; or

(d) any prepayment or repayment (including pursuant to Section 4.1, 4.2 or 4.3); provided that the Borrower shall use commercially reasonable efforts to mitigate any such cost or expense attributable to a prepayment contemplated by Section 4.3 or other payment of any Loan on a day that is not the last day of the relevant Interest Period.

Each Floating Rate Lender will furnish to the Borrower and the Administrative Agent a certificate setting forth in reasonable detail the basis and amount of each request by such Floating Rate Lender for compensation under this Section 2.10, which certificate shall be conclusive and binding on the Borrower and the Administrative Agent in the absence of manifest error.

2.11 Inability to Determine Rates . If, on or prior to the first day of any Interest Period (an “ Affected Interest Period ” ):

(a) (i) the Administrative Agent determines that, by reason of circumstances affecting the London interbank Eurodollar market, “LIBOR” cannot be determined pursuant to the definitions thereof; or

(ii) the Floating Rate Lenders holding a majority of the outstanding Floating Rate Loans and Floating Rate Loan Commitments reasonably determine and notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR” in Section 1.1 upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not be adequate to cover the cost to each such Lender of making or maintaining their pro rata share of the Loans for such Affected Interest Period (each, an “ Affected Lender ” and together the “ Affected Lenders ”), it being understood that the Administrative Agent shall have no obligation or responsibility to investigate or inquire into the reasonableness of any determination of the Required Lenders and is fully protected in acting upon any notice delivered pursuant to this Section 2.11(a)(ii);

the Administrative Agent shall give notice thereof (a “ Rate Determination Notice ”) to the Borrower and the Floating Rate Lenders as soon as practicable thereafter. If such notice is given, during the 30-day period following such Rate Determination Notice (the “ Negotiation Period ”), the Affected Lenders and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for their pro rata share of the Loans that shall reflect the cost to the Affected Lenders of funding their pro rata share of the Loans from alternative sources (a “ Substitute Basis ”), and if such Substitute Basis is so agreed upon during the Negotiation Period, upon notice to the Administrative Agent of such Substitute Basis, such Substitute Basis shall apply with respect to the pro rata share of the LIBOR Loans of an Affected Lender in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply in which case, the Affected Lenders shall notify the Administrative Agent that such Substitute Basis should no longer apply in lieu of LIBOR. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Affected Lenders’ pro rata share of the LIBOR Loans pursuant to Section 4.2; provided , however , that if the Borrower does not elect so to prepay, each Affected Lender shall reasonably determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount) the per annum rate basis reflecting the cost to such Affected Lender of funding its pro rata share of the LIBOR Loans for the Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, in which case, the Affected Lenders shall notify the Administrative Agent that such Substitute Basis should no longer apply in lieu of LIBOR, and such rate basis shall be binding upon the Borrower and such Lender and shall apply in lieu of LIBOR for the relevant Interest Period.

(b) (i) the Floating Rate Lenders holding a majority of the aggregate principal amount of the outstanding Floating Rate Loans and unused Floating Rate Commitments (the “ Floating Rate Required Lenders ”) determine that adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period and such circumstances are unlikely to be temporary; or

(ii) the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “ Scheduled Unavailability Date ”);

the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing market convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ LIBOR Successor Rate ”), together with any proposed LIBOR Successor Rate conforming changes. Notwithstanding anything to the contrary in Section 12.9, such amendment shall become effective without any further action or consent of any other party to this Agreement. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly notify the Borrower and each Floating Rate Lender. Thereafter, and until a LIBOR Successor Rate has been determined, any further Borrowings requested by the Borrower shall have an interest rate that is the sum of the Base Rate in effect from time to time plus the Applicable Margin per annum.

2.12 Defaulting Lenders .

(a) Defaulting Lender Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders”.

(ii) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 4.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; third , if so determined by the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Fees . No Defaulting Lender shall be entitled to receive any fees while such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b) Defaulting Lender Cure . If the Borrower agrees in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent (at the direction of the Borrower) will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of

the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 3. Fees . The Borrower agrees to pay the fees in such amounts and at such times as specified in the Fee Letter.

Section 4. Prepayments; Payments .

4.1 Scheduled Repayment . The Borrower agrees to repay to the Lenders in semi-annual installments (each a “ Scheduled Repayment ” ) commencing on the date occurring eighteen (18) months after the Disbursement Date as follows: (i) on the dates occurring eighteen (18) months and twenty-four (24) months after the Disbursement Date to be in an amount equal to 5% of the principal amount outstanding on the Disbursement Date and (ii) thereafter on each semi-annual anniversary of the Disbursement Date to be in equal installments (subject in each case to any adjustments applicable pursuant to Section 4.3(d)); provided that the final principal installment shall be repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of the Loans outstanding on such date.

4.2 Voluntary Prepayments . The Borrower shall have the right to prepay the Loans, in whole or in part, at any time by giving the Administrative Agent at least three (3) Business Days’ prior written notice of its intent to prepay the Loans, which notice shall specify the date of prepayment. Such prepayment shall be applied ratably to the Floating Rate Loans and the Fixed Rate Loans. Each prepayment made pursuant to this Section 4.2 shall be accompanied by (i) all interest accrued on the amount prepaid and (ii) all other amounts then due on, or with respect to, such portion of the Loans being prepaid, including any amounts owing under Section 2.10.

4.3 Mandatory Prepayments .

(a) Disposition of Assets . (i) In the event of any Asset Disposition by any Loan Party or any Restricted Subsidiary (other than as permitted by Section 8.3 (a), (b), (c), (d), (g), (i), (j) or (k) thereof), the Borrower shall, within 365 days following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from any Asset Disposition that are not otherwise Reinvested apply 100% of any such Net Available Proceeds towards the prepayment of the Loans; (ii) in the event of the consummation of any Permitted Midstream Disposition Transaction, the Borrower shall, (x) within 18 months following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from any Permitted Midstream Disposition Transaction apply such Net Available Proceeds that are not Reinvested up to an amount equal to 75% of such Net Available Proceeds towards the prepayment of the Loans and (y) within 24 months following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from a Permitted Midstream Disposition Transaction apply such Net Available Proceeds that are not Reinvested or otherwise prepaid up to an amount equal to 100% of such Net Available Proceeds towards the prepayment of the Loans; and (iii) upon the occurrence of any Casualty Event with respect to any Property of Vista or any of its Restricted Subsidiaries, the Borrower shall, within 365 days following each date on which Vista or any of its Restricted Subsidiaries receive any Net Available Proceeds from any Recovery Event that are not Reinvested apply 100% of such Net Available Proceeds to the prepayment of the Loans.

(b) No later than three (3) Business Days prior to the occurrence of such proposed disposition or receipt of Vista or any of its Restricted Subsidiaries of any insurance proceeds from a Casualty Event, the Borrower will deliver to the Administrative Agent a certificate signed by an Authorized Officer of the Borrower in form and detail reasonably satisfactory to the Required Lenders, stating the expected amount of the Net Available Proceeds of such Casualty Event or Net Available Proceeds of such proposed Asset Disposition.

(c) Change of Control . In the event of the occurrence of any Change of Control, the Borrower shall repay or cause to be repaid the Loans within five (5) Business Days after the Borrower becomes aware (or should have become aware of) of the occurrence of such Change of Control but in any event within thirty (30) days of the occurrence of any Change of Control.

(d) The amount of each mandatory prepayment made pursuant to Section 4.2 and Sections 4.3(a) and (b) shall be applied, without premium or penalty, to reduce the amount of each Scheduled Repayment on a pro rata basis. Such prepayment shall be applied ratably to the Floating Rate Loans and the Fixed Rate Loans.

(e) Each prepayment made pursuant to this Section 4.3 shall be accompanied by (i) all interest accrued on the amount prepaid and (ii) all other amounts then due on, or with respect to, such portion of the Loans being prepaid, including any amounts owing under Section 2.10.

4.4 Payments Generally .

(a) Each payment of principal, interest and other amounts to be made under this Agreement and the other Credit Documents shall (unless otherwise specified therein) be made for amounts owing in respect of Loans in immediately available funds, without deduction, set-off or counterclaim, to the applicable Administrative Account not later than 11:00 a.m. (New York time) on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).

(b) If at the time when any payment by a Loan Party in connection with a Loan is due hereunder or under any other Credit Document there is any restriction or prohibition on access to the Argentine exchange market or a requirement to have prior authorization of any central bank or any other Governmental Authority and such authorization is not available on the date when payment is due and as a result the Borrower is not able to tender Dollars, to the fullest extent permitted by law, the applicable Loan Party shall, during the continuance of such prohibition or restriction, obtain the required amount of Dollars to pay such amount due under the Credit Documents, through: (i) the purchase with Pesos of any Dollar-denominated public or private bond or tradable debt or equity security listed in Argentina, selected by such Loan Party, and the subsequent transfer and sale thereof outside of Argentina for Dollars; provided the alternative payment mechanism described in this paragraph continues to be, in such Loan Party’s reasonable judgment, a lawful mechanism for the acquisition of Dollars; or (ii) any other lawful mechanism for the acquisition of Dollars in the Argentine exchange market. Such Loan Party shall be liable for and shall pay all Taxes, costs, fees and expenses payable in connection with the transactions referred to herein for the purchase of Dollars to effect payment of any amount due and owing hereunder. Interest shall continue to accrue as specified in this Agreement on any amounts that are not paid on the due date therefor as a result of such Loan Party’s entering into or consummating any transaction to obtain Dollars to make any required payment hereunder or any other Credit Document and such shall continue to accrue until full payment of such amount due is made in accordance with this Agreement and the other Credit Documents. Notwithstanding anything to the contrary contained in this Agreement or in any obligation of the Borrower to any other Person, nothing shall be construed to relieve or otherwise affect the unconditional obligation of the Borrower to satisfy all payment and other obligations under this Agreement on or prior to the due dates thereof.

(c) The Borrower and each Loan Party hereby acknowledges and agrees that this Agreement and the other Credit Documents constitute a cross-border financing and any Loan or disbursements made by any Lender hereunder will be made in Dollars and, therefore, it is of the essence of this Agreement that any and all payments made by the Borrower or any other Loan Party hereunder or under any other Credit Document in connection with any Loan is made exclusively in Dollars.

4.5 Payments by Agent to Lenders . Each payment received by the Administrative Agent under this Agreement for account of any Lender shall be paid by the Administrative Agent promptly to such Lender, but in any event within one (1) Business Day, for account of such Lender’ s applicable Lending Office.

4.6 Application of Insufficient Payment . If at any time insufficient funds are available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due and payable hereunder, such funds shall be applied: (a) first, to pay any amounts (including any fee, reimbursement and indemnification amounts) then due and payable to the Agent, (b) then, to pay interest then due and payable hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest then due and payable to such parties, (c) then, to pay fees then due and payable hereunder, ratably among the parties entitled thereto in accordance with the amounts of fees then due and payable to such parties, (d) then, to pay principal then due and payable hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due and payable to such parties, and (e) then, to pay other amounts then due and payable hereunder to Persons other than the Borrower, ratably among the parties entitled thereto in accordance with the amounts of such other amounts then due and payable to such parties.

4.7 Non-Business Days . If the due date of any payment under this Agreement would otherwise fall on a day that is not a Business Day (unless otherwise specified herein), such date shall be extended to the next succeeding Business Day (or, in the case of the Maturity Date, the immediately preceding Business Day), and interest shall be payable for any principal so extended for the period of such extension.

4.8 Pro Rata Treatment . Except to the extent otherwise expressly provided herein, (a) the Loans shall be made pro rata according to the respective amounts of the Commitments, (b) each payment or prepayment of principal of the Loans shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them and (c) each payment of interest and fees on the Loans shall be made for account of the applicable Lenders pro rata in accordance with the respective amounts of interest on the Loans then due and payable to them.

4.9 Computations . All computations of interest and fees hereunder shall be made for Loans on the basis of a year of 360 days for the actual number of days elapsed.

4.10 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the applicable interest rate on any Loan, together with all fees and charges that are treated as interest under applicable Law, as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable Law, the rate of interest payable hereunder, together with all such fees and charges payable to such Lender, shall be limited to such maximum lawful rate; provided that such excess amount shall be paid to such Lender on subsequent payment dates to the extent not exceeding the legal limitation.

4.11 Non-Receipt of Funds by the Administrative Agent . Unless the Administrative Agent shall have been notified in writing by any Lender or the Borrower (the “Payor”) prior to the date on which the Payor is to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Borrower) of a payment to the Administrative Agent for account of one or more of the Lenders hereunder (any such payment being herein called the “ Required Payment ”) that such Lender or the Borrower, as the case may be, will not make the Required Payment, the Administrative Agent may (but shall not be required to) assume that the Payor is making the Required Payment available to the Administrative Agent and, in reliance upon such assumption, make available to the Lenders or the Borrower, as the case may be, a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on such date, the Payor shall pay to the Administrative Agent, within one (1) Business Day after demand, such amount with interest thereon at a rate (in the case of a Lender) equal to the rate specified by the Administrative Agent as its cost of funding such amount for the period and (in the case of the Borrower) equal to the rate specified in Section 2.7(c), in each case until such amount is made available to the Administrative Agent. A certificate of the Administrative Agent, submitted to any Payor with respect to any amounts owing under this Section 4.11 shall be conclusive in the absence of manifest error.

4.12 Set-Off; Sharing Among Lenders .

(a) Set-Off . Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of such Person now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 4.12 are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

(b) Sharing Among Lenders . If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that (x) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (y) the provisions of this clause (b) shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the

application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to an assignee or Participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this clause (b) shall apply).

(c) Participants . Any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Exercise of Rights Not Required . Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower or any of its Subsidiaries.

4.13 Taxes .

(a) Except as required by applicable Law, any and all payments by or on account of any obligation of the Borrower under any Credit Document shall be made without deduction or withholding for any Taxes. If any applicable Law (as determined in the good faith discretion of the Withholding Agent) requires the deduction or withholding of any Tax from a payment in respect of Floating Rate Loans by a Withholding Agent, then the Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary, so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Notwithstanding the foregoing, and for the avoidance of doubt, nothing herein shall be construed to obligate the Administrative Agent to determine the duties or liabilities of the Borrower or any paying agent of the Borrower with respect to any deductions and/or withholdings required by any Law or Governmental Authority, or to pay any such deductions or withholdings to any such Governmental Authority.

(b) The Borrower shall, within 10 days of demand therefor, indemnify the Lenders and the Administrative Agent against, and reimburse the Lenders and the Administrative Agent upon demand for, any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.13) paid or payable at any time by any Lender or the Administrative Agent, whether or not such Taxes, were correctly or legally imposed by the relevant Governmental Authority and any incremental loss, liability, claim or reasonable expense, including legal fees, that the Lenders or the Administrative Agent may incur at any time arising out of or in connection with any failure of the Borrower to make any payment of Indemnified Taxes when due. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(c) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (for the avoidance of doubt, including stamp taxes).

(d) As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 4.13, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent at the time or times reasonably requested by the Borrower and/or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower and/or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation set forth in this paragraph shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(f) If a payment made to a Lender under any Credit Document would be subject to Tax under FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower and the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Borrower and the Administrative Agent, as applicable, to comply with their obligations under FATCA and to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 4.13 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.13 (including by the payment of additional amounts pursuant to this Section 4.13), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.13 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 4.13(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 4.13(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 4.13(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Payments of interest made by the Borrower to Lenders that are tax residents of Argentina shall be made together r with (i) a value added tax of 10.5% or the then applicable rate, (ii) a value added tax perception of 1.5% or the then applicable rate and (iii) a “Ingresos Brutos” perception of 0.1% or the then applicable rate, provided that each such Lender shall issue and deliver to the Borrower the corresponding invoices or letterhead notes for such taxes. Each relevant Lender shall also deliver a copy of such invoice or letterhead note to the Administrative Agent no later than 3 Business Days prior to the payment date for such taxes. The Administrative Agent shall allocate the relevant payments received by the Borrower to such Lenders, according to the applicable taxes and rates included in such invoices or letterhead notes, provided, however, that, if any Lender fails to deliver such invoice, the Administrative Agent shall allocate all relevant payments, according to the taxes and rates notified to the Administrative Agent for the prior payment date.

(j) Notwithstanding anything to the contrary herein, under no circumstances shall any Loan Party be obligated to pay any additional amounts for any Taxes in respect of the Fixed Rate Loans pursuant to this Section 4.13 or Section 2.9.

(k) If at any time the Borrower or any other Loan Party shall have received from a Governmental Authority any proceedings, notices or other similar requests in connection with the provisions set forth in Argentine Law No. 11,683 (as amended and supplemented) with respect to the Loans or in any manner in relation to this Agreement for purposes of evidencing that any funds disbursed pursuant to the terms hereunder are not deemed “ incrementos patrimoniales no justificados ” (as such terms are used within the context of Argentine Law No. 11,683 (as amended and supplemented)), the Administrative Agent, on behalf of the Lenders, following a written request from the Borrower or any Loan Party, agrees to use best efforts to cooperate with the Borrower or such Loan Party in connection with any such request.

4.14 Designation of a Different Lending Office . If any Lender requests compensation under Section 2.9, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.13, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.9 or Section 4.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in such Lender’s reasonable judgment. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 5. Conditions Precedent to Disbursement Date . The obligations of each Lender to make the Loans pursuant to a Borrowing shall be subject to the conditions precedent that the Administrative Agent shall have received each of the following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to each Lender:

5.1 Credit Documents . The Administrative Agent shall have received counterparts of this Agreement, duly executed and delivered by the Borrower and the Guaranty, duly executed and delivered by each Guarantor.

5.2 Corporate Documents . The Administrative Agent shall have received a certificate from the Borrower and each of the Guarantors, dated the Disbursement Date, signed by an Authorized Officer of the Borrower and each of the Guarantors, substantially in the form of Exhibit C hereto, certifying the names and true signatures of the officers of the Borrower and each of the Guarantors authorized to sign the Credit Documents and attaching true, correct and complete copies of (a) the Organizational Documents of the Borrower and each of the Guarantors, and (b) resolutions duly adopted by the shareholders ( accionistas ) or members ( socios ) or the board of directors or managers of the Borrower and each of the Guarantors, as applicable, authorizing the execution, delivery and performance of the Credit Documents to which it is or is to be a party and the performance of the transactions contemplated thereby, and the granting of powers of attorney as required to be granted pursuant to the Credit Documents (including with respect to any Mexican Guarantor, powers-of-attorney to the Process Agent), to which it is or is to be a party and of any other necessary corporate authorizations duly authorizing or ratifying the Credit Documents.

5.3 Legal Opinion . The Agent and the Lenders shall have received the following legal opinions dated as of the Disbursement Date:

(a) an opinion of Cleary Gottlieb Steen & Hamilton LLP, special New York counsel for the Loan Parties;

(b) an opinion of Creel, García-Cuéllar, Aiza y Enríquez, S.C., special Mexican counsel for the Loan Parties;

(d) an opinion of Maples and Calder, special Cayman Islands counsel for the Loan Parties. 5.4 No Default . No Default or Event of Default shall have occurred and be continuing or could reasonably be expected to occur after giving consummation of the transactions contemplated under the Credit Documents.

5.5 Material Adverse Change .

(a) Since December 31, 2017, there shall have occurred no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect;

(b) Since July 5, 2018, there shall have occurred no event, circumstance, change or condition in the loan syndication, financial or capital markets generally that has materially impaired the market for syndicated loans or debt securities of any of Argentine or United States borrowers; and

(c) Since July 5, 2018, there shall have occurred no material adverse circumstance, change or condition in the political, economic or financial condition of Argentina or the United States.

5.6 Fees . All fees and expenses required to be paid under the Credit Documents (including the Fee Letter, as applicable) on or prior to the Disbursement Date shall have been paid or a funds flow memorandum shall provide instructions for the payment of such fees and expenses out of proceeds of the Loans to the extent that invoices have been presented at least three (3) Business Days prior to the Disbursement Date.

5.7 Know Your Customer . At least five (5) Business Days prior to the Disbursement Date, each Agent and each Lender shall have received such documentation and other information about the Loan Parties required under applicable client onboarding procedures or “know your customer” or anti-money laundering rules and regulations, including the USA PATRIOT Act, as has been reasonably requested in writing at least ten (10) days prior to the Disbursement Date.

5.8 Representations and Warranties . All representations and warranties of the Loan Parties in the Credit Documents shall be true and correct on and as of the Disbursement Date in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date and where such representations and warranties are qualified as to “materiality”, “ material adverse effect ” or words to similar effect, in which case such representations and warranties shall have been true and correct in all respects), before and after giving effect to the Borrowings made on the Disbursement Date and to the application of the proceeds therefrom, and the other transactions contemplated under the Credit Documents.

5.9 Financial Statements . The Lenders and the Administrative Agent shall have approved and received true and correct copies of the (i) audited annual consolidated financial statements of the Borrower and each Guarantor (other than the Cayman Guarantor) for the fiscal year ended December 31, 2017; (ii) unaudited financial statements of the Cayman Guarantor for the fiscal year ended December 31, 2017 and (iii) unaudited quarterly financial statements of the Borrower and Vista for the fiscal quarter ended March 31, 2018.

5.10 [ Reserved.]

5.11 Payoff . The Administrative Agent shall have received a funds flow memorandum instructing the payment in full of all amounts outstanding under the Existing Credit Agreement and (ii) a payoff letter with respect to the repayment under the Existing Credit Agreement in form and substance reasonably acceptable to the Lenders.

5.12 Process Agent . The Administrative Agent shall have received (i) an acceptance letter regarding each Loan Party’s (other than the Loan Parties that have delivered such acceptance letter under Section 5.15) appointment of the Process Agent, duly executed and delivered by the Process Agent and (ii) evidence that each Loan Party that is organized under the laws of Mexico has granted an irrevocable special power of attorney in favor of the Process Agent before a Mexican notary public, which power of attorney shall be in form and substance reasonably acceptable to the Administrative Agent, provided, however, that the official copies ( testimonios ) of each such power of attorney granted by the Loan Parties that are organized under the laws of Mexico may be delivered after the Disbursement Date.

5.13 Notice of Borrowing . The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.2.

5.14 Autonomous Promise of Debt . The Borrower, each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) shall have executed and delivered an offer of Autonomous Promise of Debt for the benefit of each Lender, dated as at the Disbursement Date, in an amount equal to the principal amount of such Lender’s Loans and the Borrower, each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) shall have executed and delivered to each Lender the corresponding Acknowledgments of Acceptance, in each case duly certified by a notary public.

Section 6. Representations, Warranties and Agreements. In order to induce the Lenders to enter into this Agreement and to make the Loans, the Borrower makes the following representations, warranties and agreements on the date hereof and on the Disbursement Date:

6.1 Legal Status . Each Loan Party and its Subsidiaries (a) is a duly organized and validly existing corporation or other legal entity under the laws of the place of its incorporation or organization or formation, (b) has all requisite power and authority to own and/or lease its property and assets and to transact the business in which it is engaged and to do all things necessary or appropriate in respect of the business in which it is engaged and (c) is duly qualified and is authorized to do business where such qualification and authorization is required and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or the conduct of its business requires such qualification, except in the case of this clause (c) in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

6.2 Power and Authority . Each Loan Party has all requisite power and authority to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of each such Credit Document to which it is a party. Each Loan Party has duly executed and delivered each of the Credit Documents to which it is a party. Each such Credit Document constitutes or, when executed and delivered, will constitute, the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. Each Autonomous Promise of Debt, when executed and delivered by each of the Borrower, each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) and accepted by the respective Lender or permitted assignee, shall entitle such Lender or permitted assignee to enforce such document against the Borrower, each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) in an Argentine court by means of an executory procedure ( juicio ejecutivo) pursuant to Article 520 of the National Civil and Commercial Procedure Code and related provisions.

6.3 No Immunity; Commercial Acts . No Loan Party, nor any of their properties has any immunity from the jurisdiction of any court or from setoff or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the Laws of the United States, Mexico, the Cayman Islands or Argentina in respect of its obligations under the Credit Documents. Each Loan Party is subject to civil and commercial law with respect to its obligations under the Credit Documents to which it is party, and the execution and performance by it of such Credit Documents constitute private and commercial acts rather than public or governmental acts.

6.4 No Violation . Neither the execution, delivery or performance by any Loan Party of any Credit Document to which it is a party, nor compliance by such Loan Party with the terms and provisions thereof, nor the use of the proceeds of the Loans as contemplated herein (a) contravenes any provision of any Law or any order, writ, injunction or decree of any court or Governmental Authority binding on such Loan Party, (b) conflicts or is inconsistent with or results in any breach of any of the terms, covenants, conditions or provisions of, or constitutes a default in respect of any Material Agreement, or results in the creation or imposition of any Lien (other than the Liens created under the Credit Documents) upon any of the property or assets of such Loan Party or (c) violates any provision of the estatutos sociales , articles of incorporation, bylaws or other Organizational Documents of such Loan Party.

6.5 Compliance with Laws .

(a) Each Loan Party is in compliance with all applicable Laws and Governmental Approvals in respect of the conduct of their respective businesses and the ownership of their respective properties, except as such non-compliance as could not reasonably be expected to result in a Material Adverse Effect; provided , however , that where such compliance relates to any Anti-Corruption Laws or Sanctions, each of the Loan Party and its Subsidiaries is in compliance in all respects.

(b) Each Loan Party and its Subsidiaries have conducted their businesses in compliance with applicable Anti-Money Laundering Laws. None of the Loan Parties nor any of its Subsidiaries or, any of their respective directors, officers, employees (acting in their role as directors, officers or employees) or, to any Loan Party’s knowledge, agents (acting in their role as agent for such Loan Party) (i) has taken any action that would constitute a violation of any Anti-Corruption Law or (ii) to any Loan Party’s knowledge is or has been subject to any action, proceeding, litigation, claim or investigation with regard to any actual or alleged violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. The Loan Parties and their Subsidiaries have implemented, and maintain and enforce, policies and procedures designed to promote compliance by the Loan Parties and their Subsidiaries with applicable Anti-Money Laundering Laws and Anti-Corruption Laws.

(c) None of the Loan Parties nor any of their Subsidiaries or any of their respective directors, officers or employees or, to any Loan Party’s knowledge, controlled-Affiliates or agents (i) is or is owned fifty percent (50%) or more or controlled by a Sanctioned Person, (ii) is currently engaging in any dealings or transactions with, involving or for the benefit of a Sanctioned Person, or in or involving any Person located, organized or resident in any Sanctioned Jurisdiction, in each case in violation of applicable Sanctions or (iii) to any Loan Party’s knowledge, is subject to any action, proceeding, litigation, claim or investigation with regard to any actual or alleged violation of Sanctions.

(d) The Borrower’s use of proceeds under the Loans will not violate Regulations U or X.

6.6 Approvals . No authorization, consent or approval of, or notice to or filing with, any Governmental Authority or any other Person is required to authorize, or is required in connection with, (a) the execution, delivery and performance by any Loan Party of any Credit Document to which it is party, (b) the legality, validity or binding effect against any Loan Party of any such Credit Document, or (c) except to the extent required or contemplated by the Credit Documents or customary actions taken in connection with any litigation or proceeding relating to the enforcement of creditors’ rights, the enforceability of the Credit Documents against any Loan Party provided , that (i) in the event that any legal proceedings are brought to the courts of Mexico, a Spanish translation of the English-language documents required in such proceedings prepared by a court-approved translator, would have to be approved by the court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents, and (ii) an official translation by a sworn public translator into the Spanish language of any document in any language other than Spanish is required to bring an action thereon in the courts of Argentina, and service upon the Borrower or any Mexican Guarantor (in the manner prescribed by Argentine and Mexican Law) as a condition to the initiation of any proceeding for the enforcement thereof in the courts of Argentina, which preparation and service may be initiated subsequent to the circumstances giving rise to such initiation of proceedings.

6.7 Litigation . There is no pending, or, to the knowledge of the Loan Parties, threatened litigation, investigation, or proceeding that could reasonably be expected to have a Material Adverse Effect.

6.8 Financial Statements; No Material Adverse Change .

(a) The audited consolidated financial statements of each Loan Party (other than the Cayman Guarantor) for the fiscal year ended December 31, 2017, the unaudited consolidated financial statements of the Cayman Guarantor for the fiscal year ended December 31, 2017 and the unaudited consolidated financial statements of each Loan Party for the fiscal quarter ended March 31, 2018 together with the related statement of income of the Loan Parties and their Subsidiaries for the three-month period then ended were prepared in accordance with Applicable GAAP and fairly present in all material respects the financial condition and results of operations of the Loan Parties as of December 31, 2017 and for the period covered thereby, subject to changes resulting from audit and normal year-end adjustments.

(b) Since December 31, 2017, there has been no event, condition or circumstance that has had a Material Adverse Effect.

6.9 Properties; Insurance .

(a) Each Loan Party and each of their Subsidiaries has good title to all properties material to its business free and clear of all Liens other than Permitted Liens and irregularities or deficiencies in title that, individually or in the aggregate, would not be expected to result in a Material Adverse Effect. Each Loan Party and each of its Subsidiaries has a valid Leasehold interest in the properties material to its business used and not owned by it, free and clear of all Liens other than Permitted Liens and irregularities or deficiencies that, individually or in the aggregate, would not be expected to result in a Material Adverse Effect.

(b) All tangible properties of each Loan Party or any of their Subsidiaries (whether owned or leased) utilized in its business are in good working order and condition (except to the extent as could not reasonably be expected to have a Material Adverse Effect).

(c) Each of the Loan Parties and their Subsidiaries maintains insurance against losses, damages or other risks (including risks and liability to Persons and property) as would reasonably be expected to be maintained by prudent and experienced Persons engaged in a business or businesses in jurisdictions which are the same as or similar to the one or ones in which such Person is engaged.

6.10 Material Agreements; Liens .

(a) Neither any of the Loan Parties nor any of their Subsidiaries is in default under any material provision of any Material Agreement.

(b) Schedule 6.10(b) is a complete and correct list of each Lien existing on the date hereof securing Material Indebtedness of Vista or its Subsidiaries.

(c) Both before and after giving effect to the transactions contemplated under the Credit Documents, neither any of the Loan Parties nor any of their Subsidiaries is in payment default under any contract, agreement or instrument that creates or evidences Material Indebtedness.

6.11 Intellectual Property . Each of the Loan Parties and its Subsidiaries owns or validly and lawfully has the right to use, without restrictions or other obligations (except those that could not reasonably be expected to result in a Material Adverse Effect), each of the patents, trademarks, permits, service marks, trade names and licenses, that is necessary or advisable to continue to conduct its present business activities.

6.12 Priority of Obligations . The payment obligations hereunder constitute unconditional and unsubordinated general obligations of the Borrower and rank pari passu in priority of payment with all other unsecured and unsubordinated Indebtedness of the Borrower, except for obligations mandatorily preferred by applicable Laws.

6.13 True and Complete Disclosure . (a) All written and factual information (such information, other than (i) any projections, budgets, estimates and forecasts and other forward-looking information prepared by Vista or the Borrower and delivered to the Administrative Agent in connection with this Agreement (collectively, the “ Projections ”) and (ii) information of a general economic or industry specific nature) that has been made available to the Administrative Agent or the Lenders in connection with the transactions contemplated under the Credit Documents by or on behalf of Vista or the Borrower or any of its representatives is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading, when taken as a whole, in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b) the Projections that have been made available to the Administrative Agent or the Lenders by or on behalf of Vista or the Borrower or any of its representatives have been prepared in good faith based upon accounting principles consistent with the historical audited financial statements of the Loan Parties and upon assumptions that are reasonable at the time made and at the time the related Projections are made available to the Administrative Agent or the Lenders, it being understood and acknowledged that the Projections are as to future events and are not to be viewed as facts, and the Projections are subject to significant uncertainties and contingencies, many of which are beyond any Loan Party ’ s control, that no assurances can be given that the Projections will be realized and that actual results during the period or periods covered by the Projections may differ significantly from the projected results and such differences may be material.

6.14 ERISA . Neither any Loan Party nor any ERISA Affiliate of Vista has or has ever maintained or contributed to (or has or has ever had an obligation to contribute to) any Plan or Multiemployer Plan.

6.15 Social Security and Related Laws . The Loan Parties and each of their Subsidiaries that is organized under the laws of Argentina and Mexico is in compliance in all material respects with all applicable Laws of Argentina and Mexico in respect of social security, workers ’ housing fund, retirement and mandatory profit sharing.

6.16 Labor Relations . Neither any of the Loan Parties nor any of their Subsidiaries is engaged in any unfair labor practice that would be reasonably likely to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against any of the Loan Parties or any Subsidiary or, to the knowledge of the Borrower, threatened against any of the Guarantors or any of their Subsidiaries, before any Governmental Authority with responsibility, authority or jurisdiction for such matters, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against any of the Loan Parties or any Subsidiary or, to the knowledge of the Borrower, threatened against the Loan Parties or any Subsidiary, (b) no strike, labor dispute, slowdown or stoppage pending against any of the Loan Parties or any Subsidiary or, to the knowledge of the Borrower, threatened against the any of the Loan Parties or any Subsidiary and (c) to the knowledge of the Borrower, no union organizing activities taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as could not have a Material Adverse Effect.

6.17 Tax Returns and Payments . Each of the Loan Parties and their Subsidiaries has filed all material tax returns required to be filed by it (and such tax returns are accurate and complete in all material respects) and has paid all taxes payable by it which have become due pursuant to such tax returns and all other material taxes and material assessments payable by it which have become due, except for those contested in good faith and by appropriate proceedings and for which adequate reserves have been established.

6.18 Availability and Transfer of Foreign Currency . No requisite foreign exchange control approvals, registrations, other authorizations or filings by or with Mexico, Argentina or any Governmental Authority thereof is required to authorize, or is required in connection with, (a) the execution, delivery and performance by any Loan Party or any of its Subsidiaries of any Credit Document to which it is party or (b) the legality, validity, binding effect or enforceability against any Loan Party or any of its Subsidiaries of any such Credit Document, subject to previous fulfillment of the filings with the Argentine Central Bank required under Communication “A” 6401, as amended.

6.19 Legal Form; Enforcement . This Agreement is and each other Credit Document is, or when duly executed and delivered will each be, in proper legal form under the Laws of Mexico, the Cayman Islands and Argentina, as applicable for the enforcement thereof in such jurisdiction; and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or each other Credit Document in Mexico, the Cayman Islands and Argentina, as applicable; provided that, in the event that (i) any legal proceedings are brought to the courts of Mexico, a Spanish translation of the English-language documents required in such proceedings prepared by a court-approved translator, would have to be approved by the court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents, and (ii) any legal proceedings are brought to the courts of Argentina, (a) the filing of an original of this Agreement, apostilled or legalized by the relevant Argentine consulate, as the case may be, together with a legalized Spanish translation thereof by a sworn public translator is required to bring an action thereon in the courts of Argentina, (b) the filing of claims with the Argentine judicial system is subject to payment of taxes collected to fund the court system, which taxes (including any additional costs, expenses and legal fees) must be paid by the Person filing a claim in court and which rates vary from one jurisdiction to another (the current applicable rate in the City of Buenos Aires being 3% of the amount claimed), and (c) pursuant to Argentine law No. 26,589 and its regulatory decree No. 1467/2011, certain compulsory mediation procedures must be exhausted prior to the initiation of actions before the courts sitting in the City of Buenos Aires, with the exception, among others, of bankruptcy proceedings and certain actions entitled to summary proceedings under Argentine law (such as the enforcement of a final foreign judgment), in which case mediation procedures remain optional for the plaintiff. Under the Laws of Mexico, the Cayman Islands and Argentina, the choice of New York Law to govern this Agreement is a valid choice of law. Under the Laws of Mexico, the Cayman Islands and Argentina, as applicable, the irrevocable submission by each of the Loan Parties to the jurisdiction of the New York courts, and consent to service of process and appointment by each of the Loan Parties of the Process Agent for service of process, in each case as set forth in this Agreement, is legal, valid, binding and enforceable.

6.20 Withholding Taxes . Except for Taxes applicable to Lenders that are Argentine residents, stamp tax in respect of Loans made by Lenders that are financial institutions authorized to act as such in Argentina pursuant to Law 21,526 as amended in accordance with section 426 of the Fiscal Code of the City of Buenos Aires, and other taxes applicable to Borrower, and for the withholding of income tax on interest payments, commissions and/or fees (if applicable) by any of the Loan Parties hereunder to any Lenders that are non-resident of Argentina (if Argentina is the taxing jurisdiction) for tax purposes, there is no income, stamp or Other Tax imposed (whether by withholding or otherwise) on the Lenders, including any political subdivision thereof or any Governmental Authority on or by virtue of the execution, delivery, performance or enforcement of, this Agreement, any Autonomous Promise of Debt, any other Credit Document or any other document required to be delivered hereunder or thereunder.

6.21 Indebtedness . Schedule 6.21 sets forth all Indebtedness of Vista and its Subsidiaries existing as of the date hereof showing the aggregate amount thereof.

6.22 Environmental Matters . Except as could not reasonably be expected to result in a Material Adverse Effect:

(a) Each of the Loan Parties and their Subsidiaries are in compliance with all applicable Environmental Laws and the requirements of any Governmental Approvals issued under such Environmental Laws;

(b) There are no pending or, to the actual knowledge of any of the Loan Parties or any Subsidiary, threatened, material Environmental Claims against any of the Loan Parties or any Subsidiary or any Real Property owned, leased or operated by any of the Loan Parties or any Subsidiary (including, any such Environmental Claim arising out of the ownership, lease or operation by any of the Loan Parties or any Subsidiary of any Real Property formerly owned, leased or operated by such Loan Party or such Subsidiary but no longer owned, leased or operated by such Loan Party or such Subsidiary);

(c) To the knowledge of any of the Loan Parties or any of their Subsidiaries, there are no material facts, circumstances, conditions or occurrences (including the Release of any Hazardous Materials) with respect to the business or operations of any of the Loan Parties or any of their Subsidiaries, or any Real Property owned, leased or operated by any of the Loan Parties or any of their Subsidiaries (including any Real Property formerly owned, leased or operated by any Loan Party or such Subsidiary but no longer owned, leased or operated by such Loan Party or such Subsidiary) or, to the knowledge of any Loan Party, any property adjoining or adjacent to any such Real Property that could be reasonably expected (i) to form the basis of an Environmental Claim against any of the Loan Parties or any of their Subsidiaries or any Real Property owned, leased or operated by any of the Loan Parties or any of their Subsidiaries or (ii) to cause any Real Property owned, leased or operated by any of the Loan Parties or any of their Subsidiaries to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by any of the Loan Parties or any of their Subsidiaries under any applicable Environmental Law; and

(d) Neither any of the Loan Parties nor any of their Subsidiaries has at any time generated, used, treated or stored on, or transported Hazardous Materials to or from, or Released Hazardous Materials on or from, any Real Property owned, leased or operated by any of the Loan Parties or any of their Subsidiaries or, to the knowledge of any of the Loan Parties or any of their Subsidiaries, any property adjoining or adjacent to any such Real Property, where such generation, use, treatment, storage, transportation or Release has violated or could be reasonably expected to violate any applicable Environmental Law or give rise to an Environmental Claim against any of the Loan Parties or any of their Subsidiaries.

6.23 Investment Company Act . Neither the Borrower nor any other Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940.

6.24 Use of Proceeds . The use of proceeds from the Loans as contemplated hereunder complies in all respects with applicable Law, including Anti-Money Laundering Laws, Anti-Corruption Laws, Sanctions and the provisions of Regulation U or Regulation X.

6.25 Solvency . Each Loan Party and its Subsidiaries on a consolidated basis will be Solvent both immediately prior to and immediately after giving effect to the transactions contemplated under the Credit Documents and the Borrowings hereunder.

6.26 Subsidiaries . As of the date hereof, Vista has no Subsidiaries and does not beneficially own, directly or indirectly, any Capital Stock of any other Person except as set forth on Schedule 6.26. Except as otherwise permitted by this Agreement, no agreement or other consensual arrangement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary to pay dividends or return any capital with respect to any shares of its Capital Stock or to make or repay loans or advances to a Loan Party exists.

6.27 No Default . Both immediately prior to the making of any Loans hereunder and after giving effect thereto and the intended use thereof, no Default or Event of Default hereunder has occurred or is continuing.

Section 7. Affirmative Covenants . Each Loan Party covenants and agrees that on and after the date hereof and so long as any Commitment or the Loans are outstanding and until the Obligations are paid in full (other than indemnification and other contingent obligations for which no claim has been asserted):

7.1 Information Covenants . The Borrower shall deliver to the Administrative Agent:

(a) Quarterly Financial Statements. As soon as available and in any event within 60 (sixty) days after the end of each quarterly fiscal period of each Loan Party (beginning with the quarterly fiscal period ending June 30, 2018), a copy of the unaudited, consolidated balance sheet and the related statements of income, retained earnings and cash flow of each Loan Party, as at the end of, and for, such period;

(b) Annual Financial Statements . As soon as available and in any event within 120 (one hundred twenty) days after the end of each fiscal year of each Loan Party for the fiscal year ended December 31, 2018, a copy of the audited, consolidated balance sheet and the related statements of income, retained earnings and cash flow of each Loan Party, as applicable, as at the end of, and for, such year and any related audit letter, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by an unqualified opinion thereon of such firm of independent certified public accountants of recognized international standing, which opinion shall state that said financial statements fairly present the financial condition and results of operations of the Borrower and each Guarantor, as applicable, as at the end of, and for, such fiscal year;

(c) Officer’s Certificate . At the time each set of financial statements pursuant to Section 7.1(a) and Section 7.1(b) above is furnished, an officer’s certificate signed by an Authorized Officer of Vista, which certificate shall (i) state that said financial statements fairly present the consolidated and unconsolidated financial condition and results of operations of the Loan Parties, as applicable, consistently applied, as at the end of, and for, such periods (subject, in the case of financial statements furnished pursuant to Section 7.1(a), to normal year-end audit adjustments), (ii) certify that as of the date thereof, no Default or Event of Default shall have occurred or, if any Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (iii) confirm whether a Permitted Midstream Disposition has occurred during the fiscal quarter or fiscal year most recently ended for which financial statements have been furnished to the Administrative Agent in accordance with Section 7.1(a) or (b) and what percentage of the proceeds of such Permitted Midstream Disposition Transaction have been Reinvested and (iv) in the case of a certificate delivered in connection with the financial statements of Vista set forth in reasonable detail the calculations required to establish whether Vista was in compliance with the provisions of Sections 8.10 on the date of such financial statements;

(d) Notice of Default or Litigation . As promptly as practicable and in any event within three (3) Business Days after any officer or director of any Loan Party obtains knowledge thereof (and concurrently with, or prior to, disclosing any of the following to any other creditor of a Loan Party), notice of an Authorized Officer of the relevant Loan Party of (i) the occurrence of any event which constitutes a Default or Event of Default and (ii) any event (including with regards to any dispute, litigation, investigation or other proceeding) which could reasonably be expected to have a Material Adverse Effect, in each case describing the actions that the relevant Loan Party, as applicable has taken or intends to take with respect to such event or occurrence;

(e) Notice of Change to Material Concessions . As promptly as practicable and in any event within three (3) Business Days after any officer or director of the Borrower obtains knowledge thereof (and concurrently with, or prior to, disclosing any of the following to any other creditor of a Loan Party), notice of an Authorized Officer of the Borrower of the material amendment or material modification of any Material Concession, in each case describing the material amendment or material modification that the relevant Loan Party, as applicable, has made or intends to make with respect to such Material Concession;

(f) Unrestricted Proceeds Officer’s Certificate . At least five (5) Business Days prior to the proposed date of receipt or payment of any Unrestricted Proceeds, an officer’s certificate signed by an Authorized Officer of the Borrower, which certificate shall (i) state that the applicable Loan Party (x) will receive, pay or intends to such the Unrestricted Proceeds and (y) certify how it intends to use such Unrestricted Proceeds, (ii) indicate the amount of such Unrestricted Proceeds to be paid, received or used and (iii) specify the relevant provision of this Agreement under which such payment, receipt or use will be made; and

(g) Other Information . From time to time such other information regarding the financial condition, operations or business of the Loan Parties and their Subsidiaries as may be reasonably requested by the Administrative Agent or any Lender through the Administrative Agent.

7.2 Compliance with Laws .

(a) Each Loan Party shall, and shall cause any Subsidiary to, comply with all applicable requirements of Law, including all relevant Governmental Approvals, Environmental Laws, ERISA, social security, workers’ housing fund retirement and mandatory profit sharing except where any failure so to comply could not individually or in the aggregate have a Material Adverse Effect, and except that any Loan Party may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of any such requirement of Law, so long as none of the Lenders or such Loan Party would be subject to any criminal liability for failure to comply therewith.

(b) The Loan Parties shall continue to maintain and enforce policies and procedures designed to promote compliance by each Loan Party and each of their respective Subsidiaries, and their respective directors, officers, employees (acting in their role as directors, officers and employees) and agents (acting in their role as agents of such Loan Party or Subsidiary) and controlled Affiliates with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Loan Parties shall promptly notify the Lenders, to the extent that any such notification does not violate applicable Law (including any applicable privilege), in the event that any Loan Party becomes aware that any Loan Party or any of such Loan Party’s Subsidiaries, or any of their respective directors, officers, employees, agents or controlled Affiliates becomes a Sanctioned Person.

7.3 Rank of Obligations . Each Loan Party shall take all actions necessary to ensure that the Obligations will rank pari passu in priority of payment with all existing and future unsecured and unsubordinated obligations of the Loan Parties, except for obligations mandatorily preferred by applicable Laws.

7.4 Books and Records . Each Loan Party shall, and shall cause its Restricted Subsidiaries to, keep proper books of record and accounts adequate to reflect truly and fairly in all material respects its financial condition and results of operations in accordance with Applicable GAAP and all requirements of Law.

7.5 Payment of Taxes . Vista shall, and shall cause its Restricted Subsidiaries to, duly pay and discharge before they become overdue: (1) all material taxes, assessments and other governmental charges or levies imposed upon it or any of its property, income or profits; (2) all material utility and other governmental charges incurred in the ownership, operation, maintenance, use, occupancy and upkeep of its business; and (3) all lawful claims and obligations that, if unpaid, might result in a Material Adverse Effect; provided , however , that Vista and each Restricted Subsidiary may contest in good faith any such tax, assessment, charge, levy, claim or obligation and, in such event, may permit the tax, assessment, charge, levy, claim or obligation to remain unpaid during any period, including appeals, when Vista or such Restricted Subsidiary is in good faith contesting the same by proper proceedings, so long as adequate reserves shall have been established with respect to any such tax, assessment, charge, levy, claim or obligation, accrued interest thereon and potential penalties or other costs relating thereto in accordance with and to the extent required by Applicable GAAP, or other adequate provision for payment thereof shall have been made.

7.6 I nspection . At any reasonable time and from time to time (with reasonable advance notice and during normal business hours), the Loan Parties shall, and shall cause its Restricted Subsidiaries to, permit any representative designated by the Administrative Agent or any of the Lenders to examine and make extracts from the records and books of account of, and visit the properties of, the Loan Party or such Restricted Subsidiary, and to discuss the affairs, finances and accounts of the Loan Party or such Restricted Subsidiary with any of its officers and directors and with its certified public accountants (provided that the Loan Party be provided, if the Loan Party is present at the time this meetings are scheduled, with the opportunity to be present at any such discussions), all to the extent reasonably requested by the Administrative Agent or any of the Lenders and at the Administrative Agent’s or such Lender’s expense (unless an Event of Default has occurred and is continuing, in which case such inspection shall be at the expense of the Loan Party); provided that (i) such inspections shall be limited, in the absence of the occurrence and continuance of an Event of Default, to once in each calendar year for the Administrative Agent and the Lenders, collectively, (ii) the Administrative Agent and each of the Lenders agree that any information with respect to the Loan Party or any of its Restricted Subsidiaries obtained by the Administrative Agent or such Lender in the course of such inspection shall be subject to the confidentiality provisions set forth in Section 11.3, (iii) such examinations, inspections and discussions are conducted in a manner that does not interfere with or otherwise interrupt in any material respect the operations of the Loan Party or the relevant Restricted Subsidiary and, in the case of any discussions with independent accountants, only if representatives of the Loan Party are afforded an opportunity to participate with reasonable advance notice, (iv) none of the Loan Parties or its Restricted Subsidiaries will be required to disclose information to such representatives of the Administrative Agent or the Lenders that is prohibited by applicable Law, that it reasonably determines constitutes a confidential trade secret, or is subject to attorney-client or similar privilege or constitutes attorney work product and (v) except when an Event of Default shall have occurred and shall be continuing, the Administrative Agent and Lenders shall use reasonable efforts to coordinate examinations and inspections under this Section 7.6 in order to reduce the resulting burden on the Loan Parties and their Restricted Subsidiaries.

7.7 Maintenance of Property, Insurance . Each Loan Party shall, and shall cause its Restricted Subsidiaries to: (a) keep all property necessary to its business in good working order and condition, ordinary wear and tear excepted; (b) maintain insurance on all such property in at least such amounts and against at least such risks as is consistent and in accordance with industry practices for companies similarly situated owning similar properties in Mexico and Argentina; and (c) furnish to the Administrative Agent, upon request, full information as to the insurance carried except, in each case, as would not result in a Material Adverse Effect.

7.8 Maintenance of Existence; Conduct of Business . Except as otherwise permitted under Sections 8.3, 8.4 and 8.5, each Loan Party shall, and shall cause its Restricted Subsidiaries to, preserve and maintain its legal existence and all of the licenses, rights, privileges and franchises material to its business or necessary for the maintenance of its corporate existence, and comply, in all material respects,

with its Organizational Documents; provided that no Loan Party (other than the Borrower or the Guarantors, with respect to corporate existence right, privileges and franchises material to its business) or any of its Restricted Subsidiaries shall be required to preserve or maintain any such existence or licenses, rights, privileges and franchises if Vista’s board of directors (or similar governing body) shall determine that the preservation or maintenance thereof is no longer desirable or necessary in the conduct of business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or the Lenders.

7.9 Maintenance of Consents and Approvals . Each Loan Party shall, and shall cause its Restricted Subsidiaries to, take all such further actions as shall be required to ensure that all orders, consents, licenses, authorizations, validations, filings, registrations, declarations, recordings, exemptions, franchises, permissions, permits, waivers and similar approvals from all Governmental Authorities or other third parties shall remain in full force and effect, except where the failure to so maintain such orders, consents, licenses, authorizations, validations, filings, registrations, declarations, recordings, exemptions, franchises, permissions, permits, waivers and similar approvals in full force and effect could not, individually or in the aggregate, have a Material Adverse Effect.

7.10 Further Assurances . (a) Each Loan Party will make, execute, endorse, acknowledge, file with and/or deliver, or cause to be made, executed, endorsed, acknowledged, filed and/or delivered, to the Administrative Agent from time to time such documents, instruments and opinions and take such further steps relating to the transfer of all or any portion of the Loans as contemplated in Section 12.3, as the Administrative Agent or any Lender may reasonably require. The Borrower will, and will cause each of the other Loan Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent or any Lender from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, opinions, reports, control agreements and other assurances or instruments and take such further steps as the Administrative Agent or any Lender may reasonably require in order to establish and protect the rights and remedies created or intended to be created under the Credit Documents.

(b) Vista will cause each Material Subsidiary of Vista acquired, established or created after the Effective Date, within fifteen (15) Business Days after its acquisition, establishment or creation, to (i) execute and deliver a Guaranty substantially in the form of Exhibit E, (ii) upon the request of the Administrative Agent, to execute and offer to assume as joint and several obligor of any then existing Autonomous Promise of Debt if such Material Subsidiary is organized under the laws of Argentina and (iii) provide to the Administrative Agent (A) evidence that all corporate formalities necessary for such Material Subsidiary to execute, deliver and perform its guaranty pursuant to this Section 7.10(b) have been carried out, including, powers of attorney, certified by a notary public, authorizing the relevant officers of such Subsidiary to execute and deliver a Guaranty and, with respect to Subsidiaries organized under the laws of Argentina, to assume as joint and several obligors of any then existing Autonomous Promise of Debt, (B) an opinion from legal advisors to such Material Subsidiary, which may be provided by the general counsel or chief legal officer of such Material Subsidiary or the Borrower, in form and substance substantially consistent with the opinion to be delivered under Section 5.3 relating to the Guaranties entered into on the Effective Date, and (C) evidence of the acceptance by the Process Agent of the appointment and designation by and on behalf of such Material Subsidiary of the guaranty to be delivered pursuant to this Section 7.10(b).

(c) Any subordinated debt issued by Vista or any Restricted Subsidiary to any unaffiliated person shall be subordinated pursuant to a subordination agreement among the Administrative Agent on behalf of the Lenders and the relevant subordinated creditor.

7.11 Use of Proceeds . The proceeds of the Loans will be used solely (a) to refinance in full of all outstanding loans, obligations, interests, fees, costs and expenses under the Existing Credit Agreement, (b) general corporate purposes and (c) pay related transaction fees, costs and expenses.

Section 8. Negative Covenants . Each Loan Party covenants and agrees that on and after the date hereof and so long as any Commitment or the Loans are outstanding and until the Obligations are paid in full (other than indemnification and other contingent obligations for which no claim has been asserted):

8.1 Liens . No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property or assets (real or personal, tangible or intangible), whether now owned or hereafter acquired; provided that the provisions of this Section 8.1 shall not prevent the creation, incurrence, assumption or existence of the following Liens (the “ Permitted Liens ”):

(a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with and to the extent required by Applicable GAAP;

(b) Liens in respect of any assets imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business;

(c) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of such Person;

(d) (i) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits , and (ii) Liens over property securing the performance of bids, tenders or leases (including Capitalized Lease Obligations) subject to a purchase money security interest or similar agreement and statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practices (exclusive of obligations in respect of the payment for borrowed money); provided that the aggregate commitments and outstanding principal amounts of Indebtedness and other obligations secured thereby do not exceed $20,000,000;

(e) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets of such Person (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (ii) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods by the Borrower;

(f) (i) solely on or prior to the date occurring on twenty (20) Business Days after the Disbursement Date, any Liens in respect of the Existing Credit Agreement and (ii) any other Liens in existence on the date hereof and set forth on Schedule 6.11(b);

(g) Liens on any property or asset existing thereon at the time of acquisition of such property or asset, including any Lien on any property or assets acquired from a Person which is merged with or into the Borrower or any of its Subsidiaries, or any Lien on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Subsidiary, and not created in connection with such acquisition;

(h) Liens securing an extension, renewal or refunding of Indebtedness secured by any Lien referred to in clause (g) above; provided that such new Liens are limited to the property which was subject to the prior Lien immediately before such extension, renewal or refunding; provided further that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or refunding is not increased;

(i) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

(j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(k) judgment Liens that do not give rise to an Event of Default and are being contested in good faith and by proper proceedings and as to which reasonably appropriate reserves are being maintained;

(l) [Reserved]; and

(m) other Liens; provided that the aggregate commitments and outstanding principal amounts of Indebtedness and other obligations secured thereby do not exceed $30,000,000; provided further that such amount will be increased to (i) $45,000,000 if 50% of the principal amount of the Loans outstanding on the Disbursement Date have been repaid and (ii) $60,000,000 if 75% of the principal amount of the Loans outstanding on the Disbursement Date have been repaid.

8.2 Consolidations, Mergers . No Loan Party will, nor will it permit any Restricted Subsidiaries to, change its entity form, wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, consolidation or merger with or into, or acquire all or substantially all of the assets of, any other Person (whether in one transaction or in a series of related transactions); provided that any Restricted Subsidiary may (a) so long as, in each case, the continuing or surviving person is a Loan Party, (i) merge or be merged with or into any Loan Party or another Restricted Subsidiary or (ii) acquire all or substantially all of the assets of any Loan Party and (b) liquidate or dissolve (other than in connection with a merger that is otherwise permitted) if (i) such Restricted Subsidiary is not a Loan Party and (ii) such Loan Party determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided further that, notwithstanding anything to the contrary herein, and except in connection with a Permitted Transaction, no Guarantor may, in any transaction or series of transactions, transfer all or a substantial portion of its assets to any Person or Persons other than Vista or another wholly-owned Restricted Subsidiary that is a Guarantor.

8.3 Sales of Assets; Sale-Leaseback Transactions . No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, consummate any Asset Disposition, including equity interests in any of its Restricted Subsidiaries, except:

(a) any issuance of Capital Stock by a Loan Party or any Restricted Subsidiary to, or any disposition of any Capital Stock of a Loan Party or any Restricted Subsidiary to, any Person other than a Loan Party, a Restricted Subsidiary or Unrestricted Subsidiary, so long as (i) such issuance or disposition does not cause a Change of Control and (ii) such Loan Party or Restricted Subsidiary (if it is a Material Subsidiary) continues to be a Guarantor;

(b) any sales or dispositions of obsolete, worn out, surplus, non-producing or redundant vehicles or equipment that are not useful or necessary for the operation of the projects or that are replaced;

(d) sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(e) transfers of (i) condemned property that is the subject of a Expropriation Event to the respective Governmental Authority or other Person, or (ii) property that has been subject to a Casualty Event to the respective insurer of such property as part of an insurance settlement;

(f) any sales or dispositions of any Property purchased with Unrestricted Proceeds;

(g) the unwinding of any Hedging Agreement;

(h) subject to compliance with Section 8.7, any sale, assignment, conveyance or other transfer of Property to any Loan Party;

(i) any sales or dispositions (x) from a Restricted Subsidiary to a Loan Party, (y) from a Loan Party to another Loan Party or (z) from a Loan Party to any Restricted Subsidiary that becomes a Guarantor;

(j) leases of real or personal property in the ordinary course of business;

(k) in connection with any transactions otherwise permitted by Sections 8.2, 8.4 and 8.6;

(l) in connection with a Permitted Midstream Disposition Transaction;

(m) in connection with any Farm-In Agreement (including, without limitation, an asset-swap in respect of a Farm-In Agreement) .

(n) except as otherwise permitted under this Section 8.3, any sale, disposition or transfer in connection with a Farm-Out Agreement; provided that the book value of such sales, dispositions and transfers, determined as of the date of such sale, disposition or transfer, do not exceed, in the aggregate, an amount equal to 20% of the Consolidated Total Assets of Vista (determined in accordance with (i) the June 30, 2018 unaudited financial statements of Vista for any date of determination occurring on or after the Effective Date, up to but excluding the date on which the financial statements of Vista as of and for the fiscal year ended December 31, 2018 are required to be delivered to the Administrative Agent in accordance with Section 7.1(b) hereunder (the “ Initial Annual Financial Statement Delivery Date ”) and (ii) the financial statements of Vista for the fiscal year most recently ended for which financial statements were required to be delivered to the Administrative Agent in accordance with Section 7.1(a) for any date of determination occurring on or after the Initial Annual Financial Statement Delivery Date; and

(o) except as otherwise permitted under this Section 8.3, any sale, disposition or transfer where the higher of the book value and the Net Available Proceeds does not exceed, in the aggregate, $45,000,000.

8.4 Advances, Contingent Obligations, Investments and Loans . No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, make any deposit with, lend money or credit or make advances to any Person, undertake any Contingent Obligation in respect of the Indebtedness of any other Person, or purchase or acquire (whether for cash, securities, other property, services or otherwise) any Capital Stock, bonds, notes, debentures, obligations or any other securities of or make any capital contribution to, any other Person (each of the foregoing an “ Investment ” and collectively, “Investments”), except that the following shall be permitted:

(a) the Borrower and any other Loan Party and any of their Restricted Subsidiaries may consummate the transactions contemplated under the Credit Documents in accordance with the Credit Documents;

(b) the Borrower and any other Loan Party may (i) acquire and hold accounts receivable owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) invest in, acquire and hold Cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits in the ordinary course of business;

(c) Investments by any Loan Party or any Restricted Subsidiaries in any Subsidiary or any other Person engaged in Permitted Business; provided that (i) immediately before and after giving effect to any such Investment, no Default has occurred and is continuing or would result therefrom, (ii) any such Investments shall only be made with Unrestricted Proceeds and (iii) the Loan Parties are in compliance with the Consolidated Interest Coverage Ratio, Consolidated Total Debt to Consolidated EBITDA Ratio and the Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio, each calculated on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Vista for which financial statements are available;

(d) [Reserved];

(e) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(f) advances of payroll payments to employees, consultants or independent contractors of Vista or any Restricted Subsidiary or other advances of salaries or compensation to such employees, consultants or independent contractors, in each case, in the ordinary course of business;

(g) Investments related to Permitted CASO Farm-Out Agreements and Permitted Jaguar Farm-In Agreements;

(h) Investments in Cash and Cash Equivalents;

(i) Investments in any Loan Party; provided that, from the Effective Date until the date that is eighteen (18) months from the Effective Date, (x) no Restricted Subsidiary of Vista Holding I may make any Investment except in another Restricted Subsidiary of Vista Holding I and (y) Vista Holding I may not make any Investment except in any Loan Party in an amount, when taken together with the amount of any Restricted Payments made by Vista Holding I, pursuant to Section 8.6(a)(i)(y), not to exceed $100,000,000 in the aggregate at any time ;

(j) mergers and consolidations in compliance with Section 8.2;

(k) Hedging Agreements which constitute Investments;

(l) Acquisitions; provided that immediately after giving effect to such Acquisition, the Loan Parties are in compliance with the Consolidated Interest Coverage Ratio, Consolidated Total Debt to Consolidated EBITDA Ratio and the Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio, each calculated on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Vista for which financial statements are available;

(m) except as otherwise permitted under clause (g), Farm-In Agreements; provided that immediately after giving effect to the transactions contemplated in any such Farm-In Agreement involving consideration (including any assumed Indebtedness in connection therewith) in excess of $10,000,000, the Loan Parties are in compliance with the Consolidated Interest Coverage Ratio, Consolidated Total Debt to Consolidated EBITDA Ratio and the Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio, each calculated on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Vista for which financial statements are available;

(n) Investments in connection with Use of Proceeds Transactions; and

(o) except as otherwise permitted under this Section 8.4, (i) from the Effective Date until the date that is eighteen (18) months from the Effective Date, Investments in Unrestricted Subsidiaries in an amount not to exceed $10,000,000 and (ii) Investments in Capital Stock of any Person engaged in Permitted Business; provided that (x) the amount of such Investments made pursuant to clauses (i) and (ii) does not exceed $40,000,000 in the aggregate and (y) at the time of any such Investment and after giving effect thereto, the Consolidated Total Debt to Consolidated EBITDA Ratio, calculated on a Pro Forma Basis as of the last day of most recently ended fiscal quarter does not exceed 2.00:1.00.

8.5 No Change in Line of Business . No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business other than the business in which such Person is engaged as of the date hereof and such activities as may be incidental or related thereto (collectively, the “Permitted Business”).

8.6 Dividend; Restrictions on Subsidiary Dividends; Restricted Payments of Indebtedness .

(a) Unless mandatorily required by applicable Law, no Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or pay any dividends or return any capital (including capital contributions for future capitalization) to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Capital Stock now or hereafter outstanding (or any options or warrants issued by any Loan Party or Subsidiary with respect to its Capital Stock), or set aside any funds for any of the foregoing purposes (the “ Restricted Payments ”) , except that:

(i) any Restricted Subsidiary may pay, make or declare dividends or distributions to Vista, to any Loan Party and/or any wholly-owned Restricted Subsidiary (and, in the case of any such Restricted Subsidiary that is not wholly-owned directly or indirectly by Vista, making such dividends or distributions to holders of its Capital Stock other than a Loan Party on no more than a pro rata basis, measured by value, with any such dividends or distributions paid to such Loan Party); provided that, from the Effective Date until the date that is eighteen (18) months from the Effective Date, so long as immediately before and after giving effect to any such Restricted Payment, no Default has occurred and is continuing or would result therefrom, (x) no Restricted Subsidiary of Vista Holding I may make any Restricted Payment except a Restricted Payment to Vista Holding I or another Restricted Subsidiary of

Vista Holding I and (y) Vista Holding I may not make any Restricted Payment other than Restricted Payments to any Loan Party in an amount, when taken together with the amount of any Investments made by Vista Holding I pursuant to Section 8.4(i), not to exceed $100,000,000 in the aggregate at any time;

(ii) no payment in respect of a Use of Proceeds Transaction and no payment from Unrestricted Equity Proceeds shall be deemed to be a Restricted Payment; and

(iii) from the date that is eighteen (18) months after the Effective Date and thereafter, so long as immediately after giving effect to any such Restricted Payment, no Default has occurred and is continuing or would result therefrom, Vista may make Restricted Payments so long as after giving effect to such Restricted Payment, the aggregate amount of Restricted Payments made in the distribution period set forth in the table below do not exceed the corresponding Restricted Payment limit set forth opposite such distribution period. The maximum permitted Restricted Payment amount set forth opposite each distribution period is an “ Annual Permitted Net Income Restricted Payment Amount ”); provided that, at the end of each distribution period indicated below, the unused portion of any Annual Permitted Net Income Restricted Payment Amount (including, if applicable, any unused portion of any Annual Permitted Net Income Restricted Payment amount from prior years) shall be added to the Annual Permitted Net Income Restricted Payment Amount for the immediately following distribution period:


Distribution Period		Restricted Payment Limit

Fiscal Year ended December 31, 2020		40 percent of Vista Consolidated Net Income, determined with respect to the 12 month period ended December 31, 2019

Fiscal Year ended December 31, 2021		50 percent of Vista Consolidated Net Income, determined with respect to the 12 month period ended December 31, 2020

Fiscal Year ended December 31, 2022		60 percent of Vista Consolidated Net Income, determined with respect to the 12 month period ended December 31, 2021

Period beginning January 1, 2023 and ending on the Maturity Date		60 percent of Vista Consolidated Net Income, determined with respect o the 12-month period ended December 31, 2022

(b) Vista will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any agreement or other consensual arrangement that prohibits, restricts or imposes any condition upon the ability of any such Person to pay dividends or return any capital with respect to any shares of its Capital Stock or to make or repay loans or advances to a Loan Party; provided that the foregoing shall not apply to (i) restrictions or conditions imposed by law, (ii) restrictions or conditions imposed by this Agreement or any other Credit Document, or (iii) customary restrictions in Indebtedness permitted to be incurred hereunder.

(c) Notwithstanding anything herein to the contrary, Vista will not, and will not permit any of its Restricted Subsidiaries to make any prepayment, repayment, redemption or repurchase of any Deeply Subordinated Indebtedness (other than any prepayment, repayment, redemption or repurchase made using Unrestricted Proceeds so long as immediately after giving effect to any such prepayment, repayment, redemption or repurchase, no Default has occurred and is continuing or would result therefrom).

(d) For the avoidance of doubt and notwithstanding the Loan Parties’ obligations to either Reinvest the proceeds of a Permitted Midstream Disposition Transaction or apply such proceeds to make a mandatory prepayment pursuant to Section 4.3(a), no Loan Party may use the proceeds of a Permitted Midstream Disposition Transaction to make a Restricted Payment (other than a Restricted Payment permitted under clauses (a)(i) of this Section 8.6).

8.7 Transactions with Affiliates . No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate (including any Unrestricted Subsidiary) thereof, other than on terms and conditions substantially as favorable to such Person as would reasonably be obtained at that time in a comparable arm’s-length transaction with a Person other than such Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction among the Loan Parties; (b) reasonable and customary director, officer and employee compensation and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements with respect to any Loan Party or Restricted Subsidiary, in each case approved by the board of directors of the applicable Loan Party or any Restricted Subsidiary, as applicable; (c) compensation, employment and severance arrangements for officers and other employees of any Loan Party and transactions pursuant to stock option plans, stock incentive plans and employee benefit plans and arrangements, in each case, entered into in the ordinary course of business; (d) loans or advances to directors, officers and employees of any Loan Party in the ordinary course of business permitted by Section 8.4(f); and (e) any transaction in connection with any Permitted Transaction, Farm-Out Agreement, Farm-In Agreement, Use of Proceeds Transaction, or the APCO Sub-Loan Agreement.

8.8 Changes in Accounting Practices .

(a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required or permitted by Applicable GAAP or mandatorily applicable Law or (ii) change the fiscal year end of such Person to a day other than December 31.

(b) If at any time any change in Applicable GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and either any of the Loan Parties or the Required Lenders shall so request, the Required Lenders and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in Applicable GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with Applicable GAAP in effect prior to such change and (ii) the Loan Parties shall provide or cause to be provided to the Administrative Agent financial statements and other documents required under this Agreement or as reasonably required by the Administrative Agent setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in Applicable GAAP.

8.9 Modification or Termination of the Organizational Documents of Loan Parties . No Loan Party will, nor will it permit any of its Subsidiaries to, amend or modify any of their Organizational Documents, in a manner that would materially and adversely affect the Lenders’ rights or remedies under the Credit Documents.

8.10 Financial Covenants .

(a) Consolidated Total Debt to Consolidated EBITDA Ratio . Vista will not permit the Consolidated Total Debt to Consolidated EBITDA Ratio, as of the last day of any fiscal quarter, beginning with the fiscal quarter ending September 30, 2018, to exceed 3.00:1.00.

(b) Consolidated Interest Coverage Ratio . Vista will not permit the Consolidated Interest Coverage Ratio, as of the last day of any fiscal quarter, beginning with the fiscal quarter ending September 30, 2018, to be at any time less than 3.00:1.00.

(c) Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio . Vista Holding I will not permit the Adjusted Consolidated Net Debt to Adjusted Consolidated EBITDA Ratio, as of the last day of any fiscal quarter, beginning with the fiscal quarter ending September 30, 2018, to exceed 2.25:1.00.

For the avoidance of doubt, for the purposes of this Section 8.10, each of the ratios in clauses (a), (b) and (c) shall be determined using the financial statements required to be delivered or made available in accordance with Section 7.1 (a) and (b).

8.11 Use of Proceeds .

(a) Vista will not, and will not permit any of its Subsidiaries to, use the proceeds of the Loans for any purpose other than as provided in Section 7.11.

(b) No Loan Party shall, and shall procure that its Subsidiaries and its or their respective directors, officers employees and agents shall not directly or indirectly, (i) use any part of the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Person for the purpose of any party to this Agreement violating Sanctions or (ii) fund all or part of any repayment or prepayment of the Loans out of proceeds derived from any transaction or activity involving a Sanctioned Person or Sanctioned Jurisdiction to the extent such transaction or activity would be prohibited by applicable Sanctions.

(c) No Loan Party shall, and shall procure that its Subsidiaries and its or their respective directors, officers employees, and agents shall not directly or indirectly, use any part of the proceeds of the Loans for the purpose of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in violation by any Loan Party, their respective Subsidiaries or controlled Affiliates of the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act or in material violation of any other Anti-Corruption Law.

Section 9. Events of Default . Upon the occurrence of any of the following specified events (each an “ Event of Default ”):

9.1 Payments . The Borrower shall default in the payment of any principal of or premium, interest or fees on any Loan or any other amount whatsoever payable hereunder or any other Credit Document and, in the case of any amount other than principal, such default shall continue for more than three (3) Business Days; or

9.2 Representations . Any representation, warranty or statement made or deemed made, or any other representation, warranty or statement made or deemed made by or on behalf of any Loan Party herein or in any other Credit Document or in any certificate, document or financial or other statement delivered pursuant hereto or thereto shall prove to be false in any material respect on the date as of which made or deemed made; or

9.3 Covenants . (a) Any Loan Party or any of its Restricted Subsidiaries shall fail to perform or observe any of its obligations under Section 2.4(c), 7.1(d), 7.3, 7.8, or 8, or (b) any Loan Party or any of its Restricted Subsidiaries shall fail to perform or observe any of its obligations (other than those previously referenced in this Section 9.1 and Section 9.3) contained in this Agreement or in any other Credit Document and any such default (if capable of remedy within such period) shall have continued unremedied for a period of thirty (30) days; or

9.4 Default Under Other Agreements . (a) Any Loan Party or any of its Restricted Subsidiaries shall (i) default in any payment of all or any portion of any Material Indebtedness when and as the same shall become due and payable beyond the applicable and documented period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement, covenant or condition contained in any agreement or instrument evidencing or governing any Material Indebtedness (after giving effect to any applicable and documented grace period), or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the result of which default or other event or condition, in each case, is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether notice is required), any such Material Indebtedness to become due prior to its stated maturity; or (b) any Material Indebtedness of any Loan Party or any of its Restricted Subsidiaries shall, for reason of any of the foregoing set out in clause (a) of this Section 9.4, be declared to be due and payable, or required to be prepaid or redeemed other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof (after giving effect to any applicable and documented grace period); or

9.5 Judgments . One or more judgments or decrees shall be entered against any Loan Party or any of its Restricted Subsidiaries involving in the aggregate a liability (not paid or fully covered by insurance satisfactory to the Required Lenders) of the equivalent of $20,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged or stayed (whether upon appeal or for any other reason) or bonded pending appeal within thirty (30) days after the entry thereof shall have been served to such Person; or

9.6 Non-Monetary Judgments . One or more non-monetary final and non-appealable judgment or decree shall be entered against any Loan Party or any of its Restricted Subsidiaries which non-monetary judgment or decree could have a Material Adverse Effect; or

9.7 Bankruptcy, etc. (i) Any Loan Party shall have an order for relief entered with respect to it or shall commence a voluntary case under any Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (ii) any Loan Party shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of any Loan Party shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 9.8; or

9.8 Proceedings . A proceeding or case shall be commenced, without the application or consent of any Loan Party thereof in any court of competent jurisdiction, seeking (a) liquidation, reorganization, dissolution or winding-up of it, (b) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its property or (c) similar relief in respect of it under any Debtor Relief Law, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of forty-five (45) or more days; or an order for relief against it shall be entered in an involuntary case under any Debtor Relief Law; or

9.9 Governmental Approval . Any Governmental Approval at any time necessary to enable any Loan Party to comply with any of its obligations under the Credit Documents or to carry on its business as being conducted on the date hereof shall be permanently revoked, withdrawn or withheld or shall be modified or amended and any of the foregoing actions could be expected to have a Material Adverse Effect; or

9.10 Credit Documents . This Agreement or any provision of any other Credit Document shall for any reason cease to (a) be in full force and effect or any Loan Party shall so assert or (b) constitute the legal, valid, binding and enforceable obligation of any Loan Party; or

9.11 Cancellation of Payment Obligation . Any Governmental Authority or any other dominant authority asserting or exercising de jure or de facto governmental or police powers in Argentina in accordance with Argentine Law or in Mexico in accordance with Mexican Law shall, by moratorium Laws or otherwise, cancel, suspend or defer the obligation of any Loan Party to pay any amount required to be paid hereunder or under any other Credit Document; or

9.12 Expropriation Event . An Expropriation Event shall occur with respect to any Loan Party or any Subsidiary, which individually or taken together with any other Expropriation Event, could reasonably be expected to result in a Material Adverse Effect; or

9.13 Environmental Matters . Any Environmental Claim shall have been asserted against any Loan Party or its Restricted Subsidiaries or any violation of Environmental Laws by any Loan Party or its Restricted Subsidiaries shall have occurred which, in any case, could reasonably be expected to have a Material Adverse Effect; or

9.14 Termination, Repudiation or Invalidity of Material Concessions . Any of the Material Concessions:

(a)(x)(i) is terminated by a court of competent jurisdiction or declared by a court of competent jurisdiction to be invalid, illegal or unenforceable and, in each case, such judgment has not been stayed within sixty (60) days or (ii) except as otherwise expressly permitted under the Credit Documents or as a consequence of expiry, ceases to be in full force and effect, including, without limitation, as a result of its termination by the relevant Governmental Authority with or without cause and (y) after giving pro forma effect to such termination or expiration as though such termination or expiration had taken place on the first day of the four consecutive fiscal quarters of Vista most recently ended for which financial statements are available, the Borrower would not be in compliance with Section 8.10; or

(b) any of the Material Concessions (i) is terminated, repudiated or disavowed by a Loan Party or any of the Loan Parties has taken any action to challenge the validity or enforceability of such Material Concession, in each case, without the prior written consent of the Administrative Agent on behalf of the Required Lenders or (ii) (x) is amended or modified, in each case, without the prior written consent of the Administrative Agent on behalf of the Required Lenders and (y) after giving pro forma effect to such

amendment or modification as though such amendment or modification had taken place on the first day of the four consecutive fiscal quarters of Vista most recently ended for which financial statements are available, the Borrower would not be in compliance with Section 8.10; provided that, with respect to the pro forma ratios referenced in this Section 9.14, (i) during the Initial Testing Period, such pro forma ratios shall be calculated by reference to the financial results of Vista for the fiscal quarter ended June 30, 2018 and the Consolidated EBITDA shall be deemed to be an amount equal to four (4) times the Consolidated EBITDA of Vista, (ii) for the Test Period ending September 30, 2018, such pro forma ratios shall be calculated by reference to the most recent available financial statement and by adding the Consolidated EBITDA of Vista for the fiscal quarter ending June 30, 2018 to the Consolidated EBITDA of Vista for the most recent available financial statement and multiplying such results by a factor of two (2) and (iii) for the Test Period ending December 31, 2018, such pro forma ratios shall be calculated by reference to the most recent available financial statement and by (x) adding the Consolidated EBITDA of Vista for the fiscal quarter ending June 30, 2018, the Consolidated EBITDA of Vista for the fiscal quarter ending September 30, 2018 and the Consolidated EBITDA of Vista for the most recent available financial statement, (y) dividing such result by nine (9) and (z) multiplying such result by twelve (12);

then, in any such event, (1) the Administrative Agent may, and shall if so directed by the Required Lenders, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate or (2) the Administrative Agent may, and shall upon request of the Required Lenders, by notice to the Borrower declare the principal of and the accrued interest on the Loans and all other amounts whatsoever payable by the Borrower under the Credit Documents (including any amounts payable under Section 2.10 and any other Credit Document) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower; provided that, in the case of an Event of Default of the kinds referred to in Section 9.7 or 9.8 in the case of any Loan Party, the Commitments shall automatically terminate and the Loans and such other amounts shall automatically become due and payable, without any further action by any party.

Section 10. The Agent .

10.1 Authorization and Action . (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereof and thereof. As to any matters not expressly provided for by the Credit Documents (including enforcement or collection of the Obligations), no Administrative Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Credit Documents), and such instructions shall be binding upon all Lenders; provided , however , that no Agent shall be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to any Credit Document or applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The Administrative Agent is authorized and directed to execute and deliver each Credit Document to which it is a party.

(b) The Administrative Agent’s duties hereunder and under the other Credit Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents to which it is a party. No Administrative Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Credit Documents). No Administrative Agent shall be deemed to have knowledge of any (i) event which would cause the termination of the Commitments under Section 2.6(d) hereof or (ii)

Default or of the event or events that give or may give rise to any Default, in each case unless and until the Borrower or any Lender shall have given notice to the Administrative Agent describing such event or events. No Administrative Agent shall be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

(c) Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Credit Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent, it is understood that in all cases the Administrative Agent shall be fully justified in failing or refusing to take any such action if it shall not have received written instruction, advice or concurrence from the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Credit Document) in respect of such action. No Administrative Agent shall have any liability in such capacity for any failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders (or other applicable Lenders) to provide such instruction, advice or concurrence.

(d) The Administrative Agent shall in all cases be fully justified in failing or refusing to act at the request or direction of the Required Lenders (or other applicable Lenders permitted hereunder) unless the Administrative Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Administrative Agent in compliance with such request or direction. No provision of this Agreement or any Credit Document shall require the Administrative Agent to take any action that it reasonably believes to be contrary to applicable Law or to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties thereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

10.2 Agent ’ s Reliance . Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Credit Documents, except for its or their own gross negligence, bad faith or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (b) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with the Credit Documents, (c) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Credit Document on the part of any Loan Party or the existence at any time of any Default under the Credit Documents or to inspect the property (including the books and records) of any Loan Party, (d) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Credit Document or any other instrument or document furnished pursuant thereto, (e) shall incur no liability under or in respect of any Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communication) believed by it to be genuine and signed or sent by the proper party or parties and (f) shall have no obligation to independently confirm or verify whether any condition precedent in Section 5 has been satisfied.

10.3 Agent and Affiliates . With respect to its Commitment and the Loans made by it, the Administrative Agent shall have the same rights and powers under this Agreement and, as applicable, shall be subject to the same obligations as any other Lender and may exercise and, as applicable, must comply with the same as though it were not an Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include the Administrative Agent in its individual capacity as Lender. The Administrative Agent and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, any Loan Party, any of its Subsidiaries and any Person who may do business with or own securities of any Loan Party or any such Subsidiary, all as if the Administrative Agent were not an Administrative Agent and without any duty to account therefor to the Lenders. No Administrative Agent shall have any duty to disclose any information obtained or received by it or any of its Affiliates relating to any Loan Party or any of its Subsidiaries to the extent such information was obtained or received in any capacity other than as Administrative Agent.

10.4 Lender Credit Decision . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements received and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

10.5 Indemnification . (a) Each Lender severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Loans then made by each of them (or if no Loans are at the time outstanding, ratably according to the respective amounts of their Commitments or, if no Loans are outstanding and the Commitments have expired or been terminated, such Lender’s Commitment most recently in effect), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the Credit Documents or any action taken or omitted by the Administrative Agent under the Credit Documents (collectively, the “ Indemnified Costs ”); provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction or as documented in any settlement agreement to which the Administrative Agent is a party. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including fees and expenses of counsel) payable by the Borrower under Section 12.1, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 10.5 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.

(b) For purposes of this Section 10.5, each Lender’s ratable share of any amount shall be determined, at any time, according to the respective principal amounts of the Loans then made by each of them (or if no Loans are at the time outstanding, ratably according to the respective amounts of their Commitments or, if no Loans are outstanding and the Commitments have expired or been terminated, such Lender’s Commitment most recently in effect). The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 10.5 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Credit Documents and the resignation or removal of the Administrative Agent.

10.6 Successor Agent . The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Upon any such resignation or removal, the Required Lenders, shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which in the case of the Administrative Agent shall be a commercial bank organized under the laws of the United States or of any state thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Credit Documents. If within 90 (ninety) days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 10.6 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Credit Documents.

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

10.7 Jurisdiction . Notwithstanding any other provision herein, nothing herein shall require the Administrative Agent to submit to the jurisdiction of a non-U.S. court or venue in a non-U.S. jurisdiction. The parties hereto may appoint a local Administrative Agent to be directed by the Administrative Agent when and if needed in any non-U.S. jurisdiction.

10.8 No Other Duties . Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Joint Lead Arrangers or Joint Bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an issuing bank hereunder.

Section 11. Notices, Communications, Confidentiality and Treatment of Information .

11.1 Notices .

(a) All notices, demands, requests, consents and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail, provided that in the case of the Administrative Agent, such electronic notice shall be delivered as a “.pdf” attachment), and addressed to the party to be notified as follows:

(i)

If to a Loan Party, to it at:

Vista Oil & Gas Argentina S.A.

Avenida del Libertador 101, Piso 12, Torre Sur

1638, Vicente Lopez

Buenos Aires

Attention: Alejandro Cherñacov

Tel: +54 11 3754 8500

Email: achernacov@vistaoilandgas.com

(ii)

If to the Administrative Agent, to it at:

Mundostar S.A.

Edificio Aguada Park—Paraguay 2141, 18th floor—C.P. 11.100

Montevideo, Uruguay

Attention: Finance Department

Fax: + (598) 2927 28 60

Email: agent@mundostar.com.uy

(iii) if to any Lender, to it at its address (or fax number or email address) set forth in its Administrative Questionnaire.

or at such other address as shall be notified in writing (x) in the case of a Loan Party and the Administrative Agent, to the other parties and (y) in the case of all other parties, to the Borrower and the Administrative Agent.

(b) Except with respect to the Administrative Agent, all notices, demands, requests, consents and other communications described in clause (a) shall be effective upon receipt or if delivered by posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform, website or other device (to the extent permitted by Section 11.2 to be delivered thereunder), when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified with respect to such posting that a communication has been posted to the Approved Electronic Platform.

(c) Notwithstanding any other provision in this Agreement or any other Credit Document providing for the delivery of any Approved Electronic Communication by any other means, the Borrower shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to the email address provided by it or such other electronic mail address (or

similar means of electronic delivery) as the Administrative Agent may notify to the Borrower. Nothing in this clause (c) shall prejudice the right of the Administrative Agent or any Lender to deliver any Approved Electronic Communication to any Loan Party in any manner authorized in this Agreement or to request that a Loan Party effect delivery in such manner.

11.2 Posting of Approved Electronic Communications .

(a) The Borrower and each Lender hereby acknowledges that the Administrative Agent will make Approved Electronic Communications available to the Lenders by posting the information on IntraLinks or another similar electronic system (the “ Approved Electronic Platform ”). Each Lender hereunder agrees that any document or notice posted on the Approved Electronic Platform by the Administrative Agent shall be deemed to have been delivered to the Lenders. The Borrower and each Lender further agrees that, to the extent reasonably practicable, any document delivered to the Administrative Agent for purposes of compliance with any provision of this Agreement or for dissemination to any other party hereto shall be delivered to the Administrative Agent in electronic form capable of being posted to the Approved Electronic Platform.

(b) The Borrower and each Lender understands that the distribution of materials and other communications through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution. In no event shall the Administrative Agent or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or representatives have any liability to any party hereto or any other Person for damages of any kind arising out of any transmission of communications through the internet, except to the extent caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent, as determined by a final non-appealable judgment of a court of competent jurisdiction or as documented in any settlement agreement to which such Person is a party.

(c) The Approved Electronic Platform is provided “as is” and “as available”. Neither the Administrative Agent, any other Agent nor any of their respective Affiliates warrants the accuracy or completeness of the information contained on the Approved Electronic Platform or the adequacy of the Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the information contained on the Approved Electronic Platform. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects is made by the Administrative Agent, any other Agent or any of their respective Affiliates in connection with the information contained on the Approved Electronic Platform.

11.3 Confidentiality . Each of the Agent and the Lenders and their Affiliates agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Parties on a “need to know” basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any taxing authority, governmental agency or regulatory authority having jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case, the Administrative Agent and such Lenders and their Affiliates (except in connection with any request as part of a regulatory examination), agree to inform the Borrower promptly thereof prior to disclosure, and cooperate with the Borrower in any efforts to obtain a protective order or other assurance of confidential treatment to the extent permitted by law, (c) to the extent required by applicable Laws, rules or regulations or by any subpoena, civil investigative demand or similar demand or order of any court, regulatory authority, or arbitrator or pursuant to an arbitration to which a Lender or an Administrative Agent or an affiliate or an officer, director, employee or shareholder thereof is a party (in which case, the Administrative Agent and such Lenders (except in connection with

any request as part of a regulatory examination), agree to inform the Borrower promptly thereof prior to disclosure, and cooperate with the Borrower in any efforts to obtain a protective order or other assurance of confidential treatment to the extent permitted by law, (d) to any other party hereto, (e) in connection with the performance of duties under the Credit Documents, exercise of any remedies hereunder or under any other Credit Document, any action or proceeding relating to this Agreement or any other Credit Document, the enforcement of rights hereunder or thereunder or any litigation or proceeding to which an Administrative Agent or any Lender or any of their respective Affiliates may be a party regarding this Agreement, (f) subject to an agreement containing or incorporating provisions substantially the same as those of this Section 11.3, to (i) any Eligible Assignee of or Participant in, or any bona fide prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives), surety, reinsurer, guarantor or credit liquidity enhancer (or their advisors) to or in connection with any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations hereunder or under the other Credit Documents or by reference to this Agreement or payments hereunder or under the other Credit Documents, (iii) any rating agency when required by it or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.3 or (ii) is received by the Administrative Agent, any Lender or any of their respective affiliates from a third party that is not to such recipient’s knowledge subject to confidentiality obligations to the Borrower or its Subsidiaries. For purposes of this Section 11, “ Information ” shall mean all information received from the Borrower or any of its Affiliates relating to any of them or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section 11.3 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

11.4 Treatment of Information .

(a) Certain of the Lenders may enter into this Agreement and take or not take action hereunder or under the other Credit Documents on the basis of information that does not contain material non-public information with respect to the Loan Parties or their securities (“ Restricting Information ”). Other Lenders may enter into this Agreement and take or not take action hereunder or under the other Credit Documents on the basis of information that may contain Restricting Information. Each Lender acknowledges that United States Federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Neither the Administrative Agent nor any of its Related Parties shall, by making any Communications (including Restricting Information) available to a Lender, by participating in any conversations or other interactions with a Lender or otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any such information or Communication does or does not contain Restricting Information nor shall the Administrative Agent or any of its Related Parties be responsible or liable in any way for any decision a Lender may make to limit or to not limit its access to Restricting Information. In particular, neither the Administrative Agent nor any of its Related Parties (i) shall have, and the Administrative Agent, on behalf of itself and each of its Related Parties, hereby disclaims, any duty to ascertain or inquire as to whether or not a Lender has or has not limited its access to Restricting Information, such Lender’s policies or procedures regarding the safeguarding of material, non-public information or such Lender’s compliance with applicable Laws related thereto or (ii) shall have, or incur, any liability to any Loan Party or any Lender or any of their respective Related Parties arising out of or relating to the Administrative Agent or any of its Related Parties providing or not providing Restricting Information to any Lender.

(b) The Borrower agrees that (i) all Communications it provides to the Administrative Agent intended for delivery to the Lenders, whether by posting to the Approved Electronic Platform or otherwise, shall be clearly and conspicuously marked “PUBLIC” if such Communications do not contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Communications as either publicly available information or not material information (although, in this latter case, such Communications may contain sensitive business information and, therefore, remain subject to the confidentiality undertakings of Section 11.3) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Communications marked “PUBLIC” may be delivered to all Lenders and may be made available through a portion of the Approved Electronic Platform designated “Public Side Information”, and (iv) the Administrative Agent shall be entitled to treat any Communications that are not marked “PUBLIC” as Restricting Information and may post such Communications to a portion of the Approved Electronic Platform not designated “Public Side Information”. Neither the Administrative Agent nor any of its Related Parties shall be responsible for any statement or other designation by the Borrower regarding whether a Communication contains or does not contain material non-public information with respect to the Borrower or its securities nor shall the Administrative Agent or any of its Related Parties incur any liability to the Borrower, any Lender or any other Person for any action taken by the Administrative Agent or any of its Related Parties based upon such statement or designation, including any action as a result of which Restricting Information is provided to a Lender that may decide not to take access to Restricting Information. Nothing in this Section 11.4 shall modify or limit a Lender’s obligations under Section 11.3 with regard to Communications and the maintenance of the confidentiality of or other treatment of Information.

(c) Each Lender acknowledges that circumstances may arise that require it to refer to Communications that might contain Restricting Information. Accordingly, each Lender agrees that it will nominate at least one designee to receive Communications (including Restricting Information) on its behalf and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Restricting Information may be sent by electronic transmission.

(d) Each Lender acknowledges that Communications delivered hereunder and under the other Credit Documents may contain Restricting Information and that such Communications are available to all Lenders generally. Each Lender that elects not to take access to Restricting Information does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Lenders may have access to Restricting Information that is not available to such electing Lender. Neither the Administrative Agent nor any Lender with access to Restricting Information shall have any duty to disclose such Restricting Information to such electing Lender or to use such Restricting Information on behalf of such electing Lender, nor be liable for the failure to so disclose or use, such Restricting Information.

(e) The provisions of the foregoing clauses of this Section 11.4 are designed to assist the Administrative Agent and the Lenders, in complying with their respective contractual obligations and applicable Law in circumstances where certain Lenders express a desire not to receive Restricting Information notwithstanding that certain Communications hereunder or under the other Credit Documents or other information provided to the Lenders hereunder or thereunder may contain Restricting Information. Neither the Administrative Agent nor any of its Related Parties warrants or makes any other statement with respect to the adequacy of such provisions to achieve such purpose nor does the Administrative Agent or any of its Related Parties warrant or make any other statement to the effect that the Borrower’s or any Lender’s adherence to such provisions will be sufficient to ensure compliance by the Borrower or such Lender with its contractual obligations or its duties under applicable Law with respect to Restricting Information and each of the Lenders and the Borrower assume the risks associated therewith.

Section 12. Miscellaneous .

12.1 Payment of Expenses, etc.

The Loan Parties shall pay, within fifteen (15) days of a written demand therefor, (a) all reasonable and documented out-of-pocket expenses incurred by any Indemnified Person (as defined below) associated with the syndication of the facility and the preparation, execution, delivery and administration of the Credit Documents and any amendment and waiver with respect thereto (including the reasonable and documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) an Administrative Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty), connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents, the issuance of offers of Autonomous Promise of Debt from time to time, the making of the Loans or any amendments, modifications or waivers of the provisions hereof or thereof and (b) all documented out-of-pocket expenses incurred by any Indemnified Person in connection with the enforcement of the Credit Documents (including the documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) an Administrative Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents, including its rights under this Section 12.1, or the taking of any action that any Loan Party is required, but has failed, to take under any Credit Document. All costs and expenses of complying with the provisions hereof are for the sole account of the Loan Parties unless explicitly stated herein to be for the account of another Person.

12.2 Indemnity .

(a) G eneral Indemnity . The Loan Parties shall pay, indemnify, and hold the Administrative Agents, the Joint Lead Arrangers, the Lenders, their respective Affiliates and their respective officers, directors, employees, partners, shareholders, agents and advisors (each, an “ Indemnified Person ”) harmless from and against any and all liabilities, losses, damages, claims, costs or expenses, joint or several, of any kind or nature whatsoever (including reasonable and documented fees and disbursements of counsel (and, if necessary, local and/or special counsel)) arising out of any Proceeding, which may at any time be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising directly or indirectly out of this Agreement or any other Credit Document, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to the exercise by any Joint Lead Arranger, Lender or Administrative Agent of any of its rights or remedies under any of the Credit Documents (all the foregoing, collectively, the “ Indemnified Liabilities ”); provided that the Loan Parties shall have no obligation hereunder (1) to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence, bad faith or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or as documented in any settlement agreement to which such Indemnified Person is a party and (2) for any losses,

claims, damages, liabilities, costs or expenses that is brought by an Indemnified Person against any other Indemnified Person (other than in connection with any Indemnified Person acting in its capacity as a Joint Lead Arranger, an Administrative Agent or any other agent or co-agent, in each case in their respective capacities as such) which does not arise out of any act or omission of any Loan Party or any of its Subsidiaries. The Loan Parties and the Lenders agree not to assert any claim against any Indemnified Person, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Credit Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. The Loan Parties shall not be liable for any settlement of any Proceeding (as defined below) effected without its consent (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction against an Indemnified Person in any such Proceeding, each Loan Party agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Loan Parties shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against such Indemnified Person in respect of which indemnity has been or could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission of fault by or on behalf of such Indemnified Person. This Section 12.2(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b) Survival; Defense . The obligations in this Section 12.2 shall survive payment of the Loans and all other Obligations and the resignation or removal of the Administrative Agent. All amounts owing under this Section 12.2 shall be paid within thirty (30) days after written demand therefor.

(c) Contribution . To the extent that any undertaking in the preceding paragraphs of this Section 12.2 may be unenforceable because it is violative of any Law or public policy, each Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of such undertaking.

12.3 Assignment of the Loans .

(a) General . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of clause (b) of this Section 12.3, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 12.3 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) of this Section 12.3 (and any other attempted assignment or transfer by any party hereto shall be null and void); provided that nothing in this Section 12.3(a) shall prevent any Lender from hedging its Loan exposure hereunder in accordance with the provisions of clause (f) of this Section 12.3. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 12.3 and, to the extent expressly contemplated hereby, the respective Affiliates of the Administrative Agent and the Lenders and their respective directors, officers, employees, attorneys and agents) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to an Eligible Assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) upon seven (7) Business Days’ prior notice thereof to the Borrower and the Administrative Agent if consent is required under Section 12.3(b)(iii), otherwise upon three (3) Business Days’ prior notice thereof to the Borrower and the Administrative Agent; provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in clause (A) above, the amount of the Commitment (which for this purpose includes the Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or integral multiples of $1,000,000 in excess thereof.

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.

(iii) Required Consents . Each assignment (other than (A) an assignment pursuant to clauses (a) or (b) of the definition of “Eligible Assignee” or (B) upon the occurrence and during the continuance of any Default or Event of Default) shall be subject to the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned it being understood that it shall not be unreasonable to withhold such consent in the event that such assignment would be to a Disqualified Institution); provided that, in each case, in the event that the Borrower has failed to respond to a request for approval within five (5) Business Days, such approval shall be deemed to be granted.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent for each assignment of Loans and Commitments, an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the assignee, if it is not already a Lender, shall deliver to the applicable Administrative Agent an Administrative Questionnaire and any other documents or information, including information related to Taxes all necessary “know your customer” or similar requirement and other information required by bank regulatory authorities in respect of the assignee, requested by the applicable Administrative Agent.

(v) No Assignment to Certain Persons . No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof, (C) Affiliates or (D) prior to the occurrence of any Default or Event of Default, any Disqualified Institution.

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

(vii) Autonomous Promise of Debt . Simultaneously with the delivery of the Autonomous Promise of Debt of any assigning Lender, the Borrower shall execute and deliver, and shall cause each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) to execute and deliver, an offer of Autonomous Promise of Debt for the benefit of the assignee in an amount equal to the

outstanding amount of the Loan that will be due to such assignee to be accepted by the assignee by means of an acceptance in the form of Exhibit C and which acceptance shall be promptly acknowledged by the Borrower, each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) pursuant to an Acknowledgment of Acceptance. In the case of an assignment of solely a portion of the Loan held by the assigning Lender, (i) the Lender shall tender its Autonomous Promise of Debt to the Administrative Agent and (ii) simultaneously with the delivery of the abovementioned Autonomous Promise of Debt, the Borrower shall execute and deliver, and shall cause each Argentine Guarantor and APCO Oil & Gas International Inc. (Argentine Branch) to execute and deliver, an offer of Autonomous Promise of Debt for the benefit of the assignor and the assignee, in each case in an amount equal to the outstanding amount of the Loan that will be due to such assignor after giving effect to the assignment. In the case of an assignment of all of the Loan held by the assigning Lender, the procedure described above shall also be followed except that no Autonomous Promise of Debt shall be issued to the assigning Lender.

(viii) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to the acknowledgment and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 12.3, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.9, 2.10, 4.13, 12.1 and 12.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section 12.3.

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender, pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in a Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (i) a natural person, (ii) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (iii) prior to the occurrence of any Default or Event of Default, any Disqualified Institution (each, a “ Participant ”) in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or any portion of any fee hereunder payable to the Participant, (iii) change the currency or reduce the amount of any such payment of principal, interest or fee, or (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9, 2.10 and 4.13, in each case, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Section 4.14 and subject to replacement in accordance with Section 12.9(b) as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.9, Section 2.10, Section 4.12 or Section 4.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent (1) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation and (2) the Participant acquired the applicable participation with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned). Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 12.9(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.12(a) as though it were a Lender, provided that such Participant agrees to be subject to Section 4.12(b) as though it were a Lender.

(e) Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participants interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and any Autonomous Promise of Debt to secure obligations of such Lender, including any pledge or assignment to secure obligations to a central bank, it being understood that no consent of the Borrower shall be required; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Lender Hedging . Any Lender may at any time hedge its Loan exposure hereunder without restrictions; provided that any assignment or participation executed in connection with any such hedging arrangement shall be subject to the provisions of clause (b) or clause (d) above, as applicable.

12.4 No Waiver; Remedies Cumulative . No failure or delay on the part of the Administrative Agent, Lender or holder of any Autonomous Promise of Debt in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, Lender or holder of any Autonomous Promise of Debt would otherwise have. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, Lender or any holder of any Autonomous Promise of Debt to any other or further action in any circumstances without notice or demand.

12.5 Governing Law; Submission to Jurisdiction; Venue .

(a) This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of New York. Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of New York sitting in the City and the County of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of the parties hereto hereby expressly and irrevocably (i) submits for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts, and (ii) waives any right to any other jurisdiction to which it may be entitled by reason of its present or future domicile or otherwise. The Borrower on behalf of itself and each other Loan Party hereby irrevocably designates, appoints and empowers C T Corporation System as Process Agent (the “ Process Agent ”), with an office on the date hereof at 111 Eighth Avenue, New York, NY 10011, as its designee, appointee, agent and true and lawful attorney-in-fact in its name to receive, and forward on behalf of the Borrower or such Loan Party and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding and agrees to pay such agent’s fees for the full term of the facility provided for herein in advance. If for any reason such designee, appointee, agent and attorney-in-fact shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee, agent and attorney-in-fact in New York on the terms and for the purposes of this provision satisfactory to the Lenders and maintain and continue such designation until the sixth anniversary of the Disbursement Date. The Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower, shall not impair or affect the validity of such service or, to the extent permitted by applicable Law, the enforcement of any judgment based thereon. Nothing herein shall affect the right of the Agent, Lender or any holder of any Autonomous Promise of Debt to serve process in any other manner permitted by law.

(b) Each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid Proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum, any right it may have to the jurisdiction of any court other than the courts indicated in clause (a) pursuant to applicable Law and further waives any right to which it may be entitled, on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such Proceeding shall be conclusive and may be enforced in any court to which the Borrower is or may be subject to the jurisdiction of, by suit upon judgment.

(c) The Borrower agrees, to the extent permitted by applicable Law, that in any legal action or proceeding arising out of or in connection with this Agreement or any other Credit Document (each, a “ Proceeding ” and collectively, the “ Proceedings ”) anywhere (whether for an injunction, specific performance, damages or otherwise), no immunity (to the extent that it may at any time exist) from those Proceedings, from attachment (whether in aid of execution, before judgment or otherwise), or from judgment shall be claimed by it or on its behalf or with respect to its assets, and to the extent that in any jurisdiction there may be attributed such an immunity (whether or not claimed), the Borrower hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity with respect to its obligations under this Agreement and each other Credit Document to which it is party. The Borrower agrees, to the extent permitted by applicable Law, that it is and its assets are, and shall be, subject to such Proceedings, attachment or execution in respect of its obligations under this Agreement and each other Credit Document to which it is party.

12.6 Obligation to Make Payments in Specified Currency .

(a) The obligation of the Borrower to make payment in Dollars (the “ Specified Currency ”) of the principal of and interest and any other amounts due hereunder as provided herein shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any currency other than the Specified Currency, except to the extent such tender or recovery shall result in the actual receipt by any Lender or the Administrative Agent of the full amount of the Specified Currency expressed to be payable in respect of the principal of and interest on all other amounts due hereunder. If for the purpose of obtaining or enforcing judgment against the Borrower in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Specified Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in a Specified Currency, the conversion shall be made at the Specified Currency equivalent thereof (at the exchange rate quoted by the Administrative Agent or if it does not quote a rate of exchange on such currency, by a known dealer in such Currency designated by it) determined, in each case, as of the day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Specified Currency that could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the Specified Currency equivalent or any other rate of exchange for this Section 12.6, such amounts shall include any premium and costs payable in connection with the purchase of such Specified Currency.

(d) The Borrower irrevocably and unconditionally waives the right to invoke any defense in relation to its obligations of paying any amounts due in the Specified Currency under the Credit Documents, including without limitation, defenses of impossibility, impracticability or frustration of purpose set forth in Section 1091 of the Argentine Civil and Commercial Code, force majeure or act of God set forth in Sections 955 or 1730 of the Argentine Civil and Commercial Code, impossibility to comply with the obligations set forth in Section 1732 of the Argentine Civil and Commercial Code, or “ onerosidad sobreviniente ”, “ lesion enorme ” or “ abuso del derecho ” set forth in Section 10 of the Argentine Civil and Commercial Code.

(e) Furthermore, the Borrower (i) agrees that Article 765 of the Argentine Civil and Commercial Code does not apply to this Agreement, (ii) expressly waives, in accordance with Section 765 of the Argentine Civil and Commercial Code, any right to pay in Pesos any amount due under the Credit Agreement and (iii) agrees it is not entitled to, and otherwise shall be deemed to have irrevocably waived, any right to, discharge its payment obligations under this Agreement in the Specified Currency by delivering the equivalent amount in the lawful currency of Argentina.

12.7 English Language . This Agreement has been executed in the English language. Except in connection with the enforcement thereof in Mexico as may be required by Mexican Law or Argentina as may be required by Argentine law, any non-English translation of this Agreement shall have no legal validity. All documents, certificates, reports or notices to be delivered or communications to be given or made by any party hereto pursuant to the terms of this Agreement (other than any financial statements furnished pursuant to this Agreement) shall be in the English language or, if originally written in another language, shall be accompanied by an accurate English translation upon which the other parties hereto shall have the right to rely for all purposes of this Agreement.

12.8 Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract.

12.9 Amendment or Waiver .

(a) Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be modified or supplemented only by an instrument in writing signed by the Borrower and the Required Lenders, or by the Borrower and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no modification, supplement or waiver shall (1) unless by an instrument signed by each Lender directly and adversely affected or by the Administrative Agent acting with the consent of each Lender directly and adversely affected (i) increase or extend the term of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan or any other fee or other amount hereunder, (iii) reduce or forgive the amount of any such payment of principal, interest or fee or other amount, (iv) reduce the rate at which interest is payable thereon or any fee or other amount is payable hereunder, (v) alter the terms of this Section 12.9, (vi) consent to the assignment or transfer by any Loan Party of any of their respective rights and obligations under this Agreement or any Credit Document unless by an instrument signed by all Lenders or by the Administrative Agent acting with the consent of all Lenders, (vii) change Section 4.9 or 4.13 in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders, (viii) release of all or substantially all of the guarantees, or (ix) modify the definition of the term “Required Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; provided that any modification or supplement of Section 11 or Section 12.2, or of any of the rights or duties of the Administrative Agent hereunder, shall require the consent of the Administrative Agent; provided further that it is understood and agreed that, for purposes of this Section 12.9(a), none of

the following shall constitute a reduction of principal, interest or fee or any other amount: (x) any change to the definitions of “Consolidated Debt to Consolidated EBITDA Ratio” or “Consolidated Interest Coverage Ratio” or to the component definitions of either thereof; (y) any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.7(c); or (z) the waiver or amendment of any mandatory prepayment required by Section 4.3.

(b) If any Lender requests compensation under Section 2.9, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.13 (but in the case of Section 4.13 only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Disbursement Date), or if any Lender is a Defaulting Lender, or if any Lender does not consent to a proposed modification, supplement or waiver with respect to this Agreement that requires the consent of each Lender or the affected Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights and obligations under this Agreement and any Autonomous Promise of Debt to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that such assignment or delegation shall be required only if:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.3;

(ii) no Event of Default shall have occurred and is continuing;

(iii) such Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iv) such assignment or delegation does not conflict with applicable Law;

(v) the circumstances entitling the Borrower to require such assignment and delegation have not ceased to apply;

(vi) in the case such assignment or delegation resulting from a claim for compensation under Section 2.9 or payments required to be made pursuant to Section 4.13, such assignment will result in a reduction in such compensation or payments thereafter; and

(vii) the Administrative Agent shall have completed all necessary “know your customer” or similar requirements and other information required by bank regulatory authorities in respect of the assignee.

(c) Any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, mistake, defect, inconsistency or obvious error.

12.10 Survival . The obligations of the Borrower under Sections 2.9, 2.10, 4.13, 12.1, and 12.2 and the obligations of the Lenders under Sections 4.13 and 10.5(a), shall survive the repayment of the Loans and the termination of the Commitments, the resignation or removal of an Agent and, in the case of any Lender that may assign any interest in its Commitment or Loans hereunder, shall survive, in the case of any event or circumstance that occurred prior to the effective date of such assignment, the making of

such assignment, notwithstanding that such assigning Lender may cease to be a “Lender” hereunder. In addition, each representation and warranty made, or deemed to be made by a notice of any Loan, herein or pursuant hereto shall survive the execution and delivery of this Agreement and the other Credit Documents and the making of the Loans hereunder, and shall continue in full force and effect as long as the principal of or interest on any Loan or any fee payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.

12.11 WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

12.12 Entire Agreement . This Agreement and the other Credit Documents constitute the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior negotiations, representations, understandings, writings and statements of any nature are hereby superseded in their entirety by the terms of this Agreement and the other Credit Documents.

12.13 Severability . If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable Law, the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.

12.14 No Fiduciary Relationship . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower acknowledges and agrees that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (b) (i) the Administrative Agent, the Joint Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (ii) neither the Administrative Agent, the Joint Lead Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (c) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Joint Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Joint Lead Arrangers and the Lenders with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of any transaction contemplated hereby.

12.15 USA PATRIOT Act . The Administrative Agent and each Joint Lead Arranger and Lender subject to the provisions of the USA PATRIOT Act or any other applicable Anti-Money Laundering Laws hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT Act and other applicable Anti-Money Laundering Laws, it may be required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow it to identify such Loan Party in accordance therewith. The Borrower hereby agrees to provide promptly any of the foregoing information that the Administrative Agent, Joint Lead Arranger or Lender may from time to time request in order to comply with the requirements of the USA PATRIOT Act and/or any other applicable Anti-Money Laundering Laws.

12.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

12.17 Translation . The parties hereto agree that the Administrative Agent may at any time request a translation into Spanish of this Agreement for all enforcement purposes.

12.18 I nternational Banking Facility Acknowledgment . The Borrower, a nonbank entity located outside the United States, understands that it is the policy of the Federal Reserve Board that extensions of credit by international banking facilities (as defined in Section 204.8(a) of Regulation D) may be used only to finance the non-U.S. operations of a customer (or its foreign affiliates) located outside the United States as provided in Section 204.8(a)(3)(vi) of Regulation D. Therefore, the Borrower acknowledges that the proceeds of the Loans by the international banking facility of any of the Lenders (as defined in Section 204.8(a) of Regulation D) will be used solely to finance the Borrower’s operations outside the United States or that of the Borrower’s non-U.S. affiliates.

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Schedule 2.1

Commitments


I. Floating Rate Loan Commitments

Itaú Unibanco S.A., Nassau Branch	$	75,000,000
Citibank, N.A. (acting through its International Banking Facilities)	$	75,000,000

Total	$	150,000,000


II. Fixed Rate Loan Commitments

Banco de Galicia y Buenos Aires S.A.,	$	75,000,000
Banco Santander Río S.A.	$	75,000,000

Total	$	150,000,000

Exhibit 10.2

GUARANTY

Itaú Unibanco S.A., Nassau Branch

in its capacity as Administrative Agent

Attention: Finance Department

Fax: + (598) 2927 28 60

Email: agent@mundostar.com.uy

Re: Offer No. 01/2018

Ladies and Gentlemen:

Vista Oil & Gas, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“ Vista ”), Vista Oil & Gas Holding I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“ Vista Holding I ”), APCO Argentina S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (“ APCO Argentina ”) and APCO Oil & Gas International, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ APCO O&G ”, and together Vista, Vista Holding I and APCO Argentina, the “ Guarantors ”) hereby irrevocably offer Itaú Unibanco S.A., Nassau Branch, New York Branch, in its capacity as Administrative Agent under the loan agreement, evidenced by Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018 dated as of July 19, 2018, executed and delivered by Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.), a sociedad anónima organized and existing under the laws of Argentina (the “ Borrower ”) and the Guarantors, and accepted by (i) Banco de Galicia y Buenos Aires S.A., Itaú Unibanco S.A., Nassau Branch., Nassau Branch, Banco Santander Río S.A., and Citibank, N.A., (together with each other lender from time to time party thereto, the “Lenders”) and (ii) Itaú Unibanco S.A., Nassau Branch, as administrative agent (the “ Administrative Agent ”) (the “ Credit Agreement ”), to enter into a Guaranty in the form attached hereto as Annex A (including all exhibits and schedules thereto) (the “ Guaranty Offer” , and once accepted pursuant to the terms hereof, the “ Guaranty ”).

This offer shall be effective for five (5) Business Days as of the date of receipt and shall be considered accepted by Itaú Unibanco S.A., Nassau Branch, in its capacity as Administrative Agent if written notice to such effect is given to the Guarantors.

In the event the offer is accepted by Itaú Unibanco S.A., Nassau Branch, in its capacity as Administrative Agent within the above mentioned term, it shall be valid and binding on the Guarantors. In the event the offer is not accepted within the above mentioned term, the offer shall be null and void.


Sincerely,

VISTA OIL & GAS, S.A.B. DE C.V.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

VISTA OIL & GAS HOLDING I, S.A. DE C.V.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

APCO ARGENTINA S.A.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

APCO OIL AND GAS INTERNATIONAL, INC.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Director

ANNEX A

TERMS AND CONDITIONS FOR GUARANTY

This GUARANTY made by Vista Oil & Gas, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“ Vista ”), Vista Oil & Gas Holding I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“ Vista Holding I ”), APCO Argentina S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (“ APCO Argentina ”) and APCO Oil & Gas International, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ APCO O&G ”, and together Vista, Vista Holding I and APCO Argentina, “ Guarantors ”), in favor of Itaú Unibanco S.A., Nassau Branch, as Administrative Agent, for the benefit of the Lenders (the “ Administrative Agent ”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Banco de Galicia y Buenos Aires S.A., Itaú Unibanco S.A., Nassau Branch, Banco Santander Río S.A. and Citibank, N.A. (the “ Lenders ”) to enter into a credit agreement pursuant to the terms and conditions described in the Offer Vista Oil & Gas Argentina S.A. No. 1/2018 dated as of July 19, 2018, delivered to the Lenders and the Administrative Agent by Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.) a sociedad anónima organized under the laws of Argentina, as borrower (the “ Borrower ”) and the Guarantors, as guarantors] (the “ Offer ”), and accepted by the Lenders and the Administrative Agent on July 19, 2018 (the “ Acceptance Letter ” and the agreement formed upon the acceptance letter to the Offer, the “ Credit Agreement ”); capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), the Guarantors agree as follows:

1. Guaranty . The Guarantors, jointly and severally, absolutely, unconditionally and irrevocably guarantee, as primary obligors and not merely as surety, the full and punctual payment when due, whether upon maturity, scheduled payment date, by acceleration, early termination or otherwise, of all Obligations (whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws and including all such amounts which would become due but for the operation of the automatic stays under applicable Debtor Relief Laws); provided , that the Guarantors shall pay the Obligations as set forth herein immediately upon receipt of written notice from the Administrative Agent delivered pursuant to Section 9 of the Credit Agreement (or immediately without such notice in case an Event of Default of the kinds referred to in Section 9.7 or 9.8 in the case of any Loan Party has occurred and is continuing); provided that if any applicable Law (including a Law (i) limiting or restricting the giving of financial assistance by way of guarantee to the Borrower, (ii) relating to fraudulent conveyance or fraudulent transfer or (iii) enforcing currency controls in any jurisdiction) limits the amount of financial assistance that any Guarantor is permitted to provide in favor of the Borrower, such Guarantor’s liability under this Guaranty in respect of the relevant Obligations shall be limited to the maximum amount permitted under such applicable Law; provided , further , that, for the avoidance of doubt, such maximum amount shall in no event exceed the amount as will (i) render the relevant Guarantor insolvent at the time of issuance of this Guaranty or (ii) result in the relevant Guarantor’s liability under this Guaranty in respect of the relevant Obligations constituting a fraudulent transfer or conveyance; provided , further , that the application of such limitation in any specific case (in respect of the Obligations) shall not restrict or limit the ability of any Lender to claim in full all amounts due under this Guaranty in respect of the Obligations where there is no Law which limits the amount of financial assistance that any Guarantor is permitted to provide in favor of the Borrower, or where there is an applicable exception to any limitation on the amount of financial assistance which any Guarantor is permitted to provide in favor of a Borrower. If the Borrower fails to pay any Obligation in full when due (whether at stated maturity, scheduled payment date, by acceleration, early termination or otherwise) strictly in accordance with the terms of the Credit Documents, including in the amounts, in the currency and at the

place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower or any other person or entity obligated on such Obligation is located the Guarantors will promptly pay the same to the Administrative Agent. The Lenders shall be entitled to reimbursement from the Guarantors of any documented and out-of-pocket costs and expenses incurred by such Lenders hereunder (including, enforcing their rights under this Guaranty) as provided in Sections 12.1 and 12.2(a) of the Credit Agreement. This Guaranty is a guaranty of payment and not merely of collection.

2. Guaranty Absolute . The obligations of the Guarantors under or in respect of this Guaranty are independent of the Obligations or any other obligations of the Borrower, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. Except as expressly set forth herein, the liability of each Guarantor under this Guaranty shall be irrevocable, indefeasible, absolute and unconditional. Each of the Guarantors hereby irrevocably waives to invoke any defenses such Guarantor may now or hereafter acquire in any way relating to, any or all of the following: (i) any illegality, lack of validity or unenforceability of any Obligation or any document, agreement or instrument relating thereto, (ii) any amendment, modification, waiver or consent to departure from the terms of any Obligation or the Credit Documents (including, without limitation, any renewal or extension of the time of payment or change in the manner or place of payment, any increase in the Obligations resulting from the extension of additional credit to the Borrower, and any acceleration of the maturity of any of the Obligations), (iii) any taking, exchange, substitution, release, non-perfection or impairment of any collateral securing payment of any Obligation, (iv) any manner of application of any collateral securing payment of any Obligation, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral securing payment of any Obligation for all or any of the Obligations or any other assets of the Borrower, (v) any change in the corporate or other organizational existence, structure or ownership of the Borrower (including without limitation, any Guarantor failing to hold any equity interest in the Borrower), or any insolvency, bankruptcy, concurso mercantil, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (vi) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, any Lender, or any other corporation or person, whether in connection herewith or any unrelated transaction, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or any Lender’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Contractual Currency (as defined below) for a Contractual Currency or the remittance of funds outside of such jurisdiction or the unavailability of a Contractual Currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the Borrower of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that have an effect similar to that of an event described in clause (A), (B) or (C) above, (viii) the failure of any other person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Obligations, (ix) any recovery by any Lender against any Guarantor of any deficiency after any foreclosure under any mortgage by nonjudicial sale and any defense or benefits that may be afforded by applicable law, and (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower or any Guarantor or any other guarantor or surety.

Without limiting the generality of the foregoing, each Guarantor agrees, subject to Section 7, that it shall pay the Lenders strictly in accordance with the terms of the Credit Documents, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower or any other person or entity obligated for such Obligation is located (such terms, the “ Contractual Terms ” and such currency, the “ Contractual Currency ”). This Guaranty relates to international credit transactions in which the specification of the Contractual Terms, including without limitation, the Contractual Currency, of any document or agreement evidencing any Obligation is of the essence.

It is the intent of this Section 2 that the Guarantors’ obligations hereunder are and shall be irrevocable, indefeasible, absolute and unconditional under any and all circumstances, except as expressly set forth herein.

3. Waiver . Each Guarantor unconditionally and irrevocably waives, save for the notice specifically provided in Section 1, promptness, diligence, notice of acceptance, notice of dishonor, notice of nonpayment, presentment, demand for payment, default, acceleration, protest and any other notice with respect to any Obligation and this Guaranty and any requirement that any Lender protect, perfect or insure any lien or any property subject thereto or exercise or exhaust any right or take any action against the Borrower or any collateral security or credit support with respect to any Obligation and this Guaranty. No failure on the part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by Law.

The Mexican Guarantors hereby waive (a) any right to require the Administrative Agent or any Lender to first proceed against, initiate any actions before a court or any other judge or authority, or enforce any other rights or security or claim payment from the Borrower or any other person, before claiming any amounts due from the Mexican Guarantors hereunder, (b) any right to which it may be entitled to have the assets of the Borrower or any other person first be used, applied or depleted as payment of the Borrower’s obligations hereunder, prior to any amount being claimed from or paid by the Mexican Guarantors hereunder, (c) any right to which it may be entitled to have claims against it, or assets to be used or applied as payment, divided among different Guarantors, and (d) the benefits of orden , excusión , división , prórroga , quita and espera and any benefits it may have under any of Articles 2813 through 2824, 2826, 2827, 2829, 2837, 2838, 2839, 2840, 2842 and 2844 through 2849 (in each case inclusive) of the Federal Civil Code ( Código Civil Federal ), and the correlative articles of the civil codes of each political subdivision of Mexico (including Mexico City). The obligations assumed by the Mexican Guarantors shall not be affected by the absence of a judicial request of payment by any Lender to the Borrower, and whether or not any Lender takes any action within the time set forth in Articles 2848 and 2849 of the Federal Civil Code ( Código Civil Federal ) and the correlative articles of the civil codes of each political subdivision of Mexico (including Mexico City), and the Mexican Guarantors hereby expressly waive the provisions of such articles.

The Argentine Guarantors hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, all rights and benefits set forth in Articles 1584 ( Excepciones al beneficio de excusión ), the first paragraph of 1585 ( Beneficio de excusión en caso de coobligados ), 1594 ( Defensas) (other than with respect to defenses or motions based on documented payment ( pago )) and 1598 ( Evicción ) of the Argentine Civil and Commercial Code. Furthermore, the Argentine Guarantors hereby waive the right to request the termination of this Guaranty for any of the events set forth in items (b), (c) and (d) of Article 1596 ( Causales de extinción ) of the Argentine Civil and Commercial Code.

Furthermore, each of the Argentine Guarantors (i) agrees that Article 765 of the Argentine Civil and Commercial Code does not apply to the Credit Agreement and this Guaranty, (ii) expressly waives, in accordance with Section 765 of the Argentine Civil and Commercial Code, any right to pay in Pesos any amount due under this Guaranty and (iii) agrees it is not entitled to, and otherwise shall be deemed to have irrevocably waived, any right to, discharge its payment obligations under this Guaranty, as the case may be, in the Specified Currency by delivering the equivalent amount in the lawful currency of Argentina. The Argentine Guarantors agree that, notwithstanding any restriction or prohibition on access to the foreign exchange market in Argentina, any and all payments of the Obligations shall be made in the Specified Currency. In the event the Argentine Guarantors are not legally or de facto entitled to access the foreign exchange market in Argentina to acquire the necessary Specified Currency or remit those funds outside of Argentina, the Argentine Guarantors shall, at their own expense, obtain such Specified Currency, to the extent permitted by applicable law, through: (a) the purchase with Argentine Pesos of any series of Argentine public debt instruments denominated in the Specified Currency or any other sovereign or sub-sovereign public or private debt securities or any other tradable security issued in Argentina and denominated in the Specified Currency, listed both in local and international markets, and transferring and selling the same outside Argentina for Dollars; (b) the purchase of the Specified Currency in New York City, London or any other city or market in which Dollars may be purchased, with any Argentine Pesos; or (c) any other legal mechanism for the acquisition of the Specified Currency in any exchange market.

The Argentine Guarantors hereby expressly, irrevocably and unconditionally waive the right to invoke any defense in relation to its obligations of paying any amounts due in the Specified Currency under the Credit Documents, including without limitation, defenses of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code) or impossibility of paying in the Specified Currency (assuming liability for any force majeure or act of God), impracticability or frustration of purpose set forth in Section 1091 of the Argentine Civil and Commercial Code, force majeure or act of God set forth in Sections 955 or 1730 of the Argentine Civil and Commercial Code, impossibility to comply with the obligations set forth in Section 1732 of the Argentine Civil and Commercial Code, or “ onerosidad sobreviniente ”, “ lesion enorme ” or “ abuso del derecho ” set forth in Section 10 of the Argentine Civil and Commercial Code.

4. Reinstatement . This Guaranty will continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligation is rescinded or must otherwise be returned by any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

5. Subrogation . The Guarantors hereby unconditionally and irrevocably agree not to assert, enforce or otherwise exercise any rights that they may now have or hereafter acquire against the Borrower, any other guarantor that arise from the existence, payment, performance or enforcement of the Guarantors’ obligations under or in respect of this Guaranty or any other party (including, without limitation, by way of subrogation under this Guaranty, any right of reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender against the Borrower or any other guarantor or any collateral or other collateral security or credit support securing payment of any Obligation, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner), by any payment made hereunder or otherwise or security on account of such claim, remedy or right, thus, in the case of the Mexican Guarantors, waiving all rights of subrogation provided in Article 2830 of the Federal Civil Code ( Código Civil Federal ) and the correlative articles of the civil code of each political subdivision of Mexico (including Mexico City), and in the case of the Argentine Guarantors, waiving all rights of subrogation provided in

Article 1592 of the Argentine Civil and Commercial Code, unless and until all of the Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash in accordance with the terms of this Guaranty or the Contractual Terms (as the case may be) and the Commitments have terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Obligations and all other amounts payable under this Guaranty and (b) the termination of the Commitments, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of any Guarantor and shall immediately be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held as collateral for any Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Administrative Agent of all or any part of the Obligations, (ii) all of the Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and (iii) the Commitments have terminated, the Administrative Agent on behalf of the Lenders will, at any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

6. Taxes . (a) Except as required by applicable Law, any and all payments by or on account of any obligation of the Guarantor under any Credit Document shall be made without deduction or withholding for any Taxes. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from a payment in respect of Floating Rate Loans by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 6) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Notwithstanding the foregoing, and for the avoidance of doubt, nothing herein shall be construed to obligate the Administrative Agent to determine the duties or liabilities of the Guarantor or any paying agent of the Guarantor with respect to any deductions and/or withholdings required by any Law or Governmental Authority, or to pay any such deductions or withholdings to any such Governmental Authority.

(b) Each Guarantor shall, within 10 days of demand therefor, indemnify the Lenders and the Administrative Agent against, and reimburse the Lenders and the Administrative Agent upon demand for, any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 6) paid or payable at any time by any Lender or the Administrative Agent, whether or not such Taxes were correctly or legally imposed by the relevant Governmental Authority and any incremental loss, liability, claim or reasonable expense, including legal fees, that the Lenders or the Administrative Agent may incur at any time arising out of or in connection with any failure of the Guarantor to make any payment of Indemnified Taxes when due. A certificate as to the amount of such payment or liability delivered to the Guarantor by a Lender (with a copy to the Administrative Agent) shall be conclusive absent manifest error.

(c) Each Guarantor shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes (for the avoidance of doubt, including stamp taxes).

(d) As soon as practicable after any payment of Taxes by the Guarantor to a Governmental Authority pursuant to this Section 6, the Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent at the time or times reasonably requested by the Borrower and/or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower and/or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation set forth in this paragraph shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(g) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 6 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 6 (including by the payment of additional amounts pursuant to this Section 6), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 6 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 6, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 6 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any

other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. Without prejudice to the survival of any other agreement contained herein, the Guarantor’s agreements and obligations contained in this Section will survive the payment in full in cash of the Obligations and any amounts due hereunder and any termination of this Guaranty.

(i) Payments of interest made by the Guarantors to Lenders that are tax residents of Argentina shall be made together with (i) a value added tax of 10.5% or the then applicable rate and (ii) a value added tax perception of 1.5% or the then applicable rate, provided that each such Lender shall issue and deliver to the applicable Guarantor the corresponding invoices for such taxes. Each relevant Lender shall also deliver a copy of such invoice to the Administrative Agent no later than 3 Business Days prior to the payment date for such value added taxes. The Administrative Agent shall allocate the relevant payments received by such Guarantor to such Lenders, according to the applicable taxes and rates included in such invoices, provided, however, that, if any Lender fails to deliver such invoice, the Administrative Agent shall allocate all relevant payments, according to the taxes and rates notified to the Administrative Agent for the prior payment date.

7. Place and Currency of Payment . The Guarantors will make each payment hereunder in the Specified Currency, to the Administrative Agent’s account in New York, New York.

8. Set-Off . If any of the Guarantors fails to pay any of its obligations hereunder when due and payable, each Lender is authorized at any time and from time to time, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by and other indebtedness at any time owing by such Lender to or for such Guarantor’s credit or account against any and all of the Obligations, whether or not the Administrative Agent has made any demand under this Guaranty. The relevant Lender will promptly notify the relevant Guarantor after any such set-off and application; provided that the failure to give such notice will not affect the validity of such set-off and application. Each Lender’s rights under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Lenders may have.

9. Representations, Warranties and Covenants . Each Guarantor represents and warrants that each representation and warranty made in the Credit Agreement by the Borrower with respect to its Subsidiaries (which include the Guarantors) is true and accurate in all material respects as of the date made (or deemed to be made) with respect to such Guarantor or the Credit Documents to which such Guarantor is a party, except to the extent such representations and warranties only apply to the Borrower or the Borrower and its Subsidiaries on a consolidated basis. Each Guarantor shall observe and perform each of the covenants and agreements in Sections 7 and 8 of the Credit Agreement made by the Borrower with respect to its Subsidiaries.

10. Continuing Guaranty; Lender Assignments . This is a continuing guaranty that applies to all Obligations whenever arising. Except as expressly set forth herein , this Guaranty is irrevocable and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of all Obligations and all other amounts payable under this Guaranty in accordance with the terms of this Guaranty or the Contractual Terms (as the case may be) and (ii) the termination of all of the documents and agreements relating to the Obligations, (b) be binding upon each Guarantor, its successors and assigns, and (c) inure to the benefit of and be enforceable by the Administrative Agent and its successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty in accordance with the Credit Agreement.

11. Amendments, Guarantor Assignments, Etc . No amendment of this Guaranty will be effective unless the same is in writing and signed by the Guarantors and the Administrative Agent on behalf of the Lenders. No waiver of any provision of this Guaranty, and no consent to departure by the Guarantors herefrom, will in any event be effective unless the same is in writing and signed by the Administrative Agent on behalf of the Lenders, and then such waiver or consent will be effective only in accordance with the terms of such writing. No Guarantor may assign or otherwise transfer any of its obligations hereunder, except pursuant to a transaction permitted by Section 8.3 of the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

12. Addresses . All notices and other communications provided for hereunder will be in writing (including telecopier communication), and mailed, telecopied or delivered to it, if to any Guarantor, to the address set forth in Section 11(a)(i) of the Credit Agreement, and if to the Administrative Agent, at its address set forth in Section 11(a)(ii) of the Credit Agreement, or, as to either party, at such other address as is designated by such party in a written notice to the other party. All such notices and other communications will, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively. Notices hereunder refused by the Administrative Agent or any Guarantor, as applicable, shall nonetheless be deemed delivered to such Person.

13. Guarantor’s Credit Decision, Etc . Each Guarantor has, independently and without reliance on any Lender and based on such documents and information as such Guarantor has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty. Each Guarantor has adequate means to obtain from the Borrower on a continuing basis information concerning the financial condition, operations and business of the Borrower, and such Guarantor is not relying on any Lender to provide such information now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefit from the extensions of credit contemplated by this Guaranty and that the waivers set forth in Sections 2 and 3 are knowingly made in contemplation of such benefit.

14. Severability . If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law, the Guarantors and the Lenders (by acceptance of this Guaranty) agree that such invalidity or unenforceability will not impair the validity or enforceability of any other provision hereof.

15. Indemnification . The indemnification provisions set forth in Section 12.2 of the Credit Agreement are hereby incorporated, mutatis mutandis , as is fully set forth herein, provided that any reference therein to the Borrower shall be deemed a reference to each Guarantor.

16. Subordination . The Guarantors hereby subordinate any and all debts, liabilities and other Obligations owed to the Guarantors by the Borrower (the “ Subordinated Obligations ”) to the Obligations, and the Subordinated Obligations of the Mexican Guarantors shall be deemed as contractually subordinated debt ( deuda contractualmente subordinada ) for purposes of Article 222 Bis, paragraph I, of the Mexican Bankruptcy Law ( Ley de Concursos Mercantiles ), to the payment in full in cash of the Obligations, to the extent and in the manner hereinafter set forth in this Section 16:

(a) Prohibited Payments, Etc . Solely to the extent permitted hereunder or pursuant to the Credit Agreement, the Guarantors may receive regularly scheduled payments from the Borrower on account of the Subordinated Obligations, provided that, concurrently with the Administrative Agent’s delivery to the Borrower or the Guarantors of written notice pursuant to Section 9 of the Credit Agreement (or immediately without such notice in case an Event of Default of the kinds referred to in Section 9.7 or 9.8 in the case of any Loan Party has occurred and is continuing) the Guarantors shall not demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b) Prior Payment of Obligations . In any proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, the Borrower and the Guarantors agree that each Lender shall be entitled to receive payment in full in cash of all the Obligations (including all interest and expenses accruing after the commencement of a proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, whether or not constituting an allowed claim in such proceeding (“ Post-Petition Interest ”)) before the Guarantors receive payment of any Subordinated Obligations.

(c) Turn-Over . During the continuance of an Event of Default under the Credit Documents (including the commencement and continuation of any proceeding under any bankruptcy law relating to the Borrower), the Guarantors shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Administrative Agent and deliver such payments to the Administrative Agent on account of the Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of the Guarantors under the other provisions of this Guaranty.

(d) Administrative Agent Authorization . Concurrently with the Administrative Agent’s delivery to the Borrower or the Guarantors of written notice pursuant to Section 9 of the Credit Agreement (or immediately without such notice in case an Event of Default of the kinds referred to in Section 9.7 or 9.8 in the case of any Loan Party has occurred and is continuing), the Administrative Agent shall be authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of any of the Guarantors, to collect and enforce, and to submit claims in respect of, the Subordinated Obligations and to apply any amounts received thereon to the Obligations (including any and all Post-Petition Interest), and (ii) to require each of the Guarantors (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on account of such obligations to the Administrative Agent for application to the Obligations (including any and all Post-Petition Interest).

17. Governing Law . This Guaranty and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Guaranty shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law principles that would lead to the application of laws other than the law of the State of New York.

18. Consent to Jurisdiction, Summary Procedure, Etc.; Waiver of Immunities . (a) Each Guarantor irrevocably and unconditionally (i) agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Administrative Agent or any of its affiliates in any way relating to this Guaranty or the transactions relating hereto, in any forum other than the courts of the State of New York, sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, (ii) submits to the jurisdiction of the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and agrees that all claims in respect of such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court, (iii) agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (iv) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any court referred to in this Section, (v) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, (vi) waives any right to which it may be

entitled, on account of place of residence or domicile, and (vi) consents to the service of any process, summons, notice or document in any such action, litigation or proceeding by registered mail addressed to such Guarantor at its address specified in Section 12. As an alternative method of service, each Guarantor also irrevocably appoints the Process Agent as its agent to receive on behalf of the Guarantors and their property service of copies of any process, summons, notice or document in any such action, litigation or proceeding. Such service may be made by mailing or delivering a copy of such process to any Guarantor in care of the Process Agent, and each Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. The Guarantors shall not change the address of the Process Agent without the prior written consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned).

(b) Each of the Guarantors hereby acknowledges that its guarantee constitutes an instrument for the payment of money only, and consents and agrees that the Administrative Agent, at its sole option, in the event of a dispute by any of the Guarantors, as the case may be, in the payment of any moneys due hereunder, shall have the right to bring motion-action under Section 3213 of New York’s Civil Practice Law and Rules.

(c) To the extent that any of the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Guarantors hereby irrevocably and unconditionally waives such immunity in respect of its obligations under this Guaranty and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

19. Execution in Counterparts . This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by telecopier (including electronic mail as a “.pdf” attachment) shall be effective as delivery of an original executed counterpart of this Guaranty.

20. Judgment . The obligation of the Guarantors to make payment in U.S. Dollars (the “ Specified Currency ”) of the principal of and interest and any other amounts due hereunder as provided herein shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any currency other than the Specified Currency, except to the extent such tender or recovery shall result in the actual receipt by such Lender of the full amount of the Specified Currency expressed to be payable in respect of the principal of and interest on all other amounts due hereunder. If for the purpose of obtaining or enforcing judgment against any of the Guarantors in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Specified Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in a Specified Currency, the conversion shall be made at the Specified Currency equivalent thereof (at the exchange rate quoted by the Administrative Agent or if it does not quote a rate of exchange on such Currency, by a known dealer in such Currency designated by it) determined, in each case, as of the day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).

If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Guarantors covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Specified Currency that could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

For purposes of determining the Specified Currency equivalent or any other rate of exchange for this Section 20, such amounts shall include any premium and costs payable in connection with the purchase of such Specified Currency.

21. WAIVER OF JURY TRIAL . EACH OF THE GUARANTORS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE ADMINISTRATIVE AGENT’S ACTIONS IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF.

Exhibit 10.3

GUARANTY

October 22, 2018

Itaú Unibanco S.A., Nassau Branch

in its capacity as Administrative Agent

Attention: Finance Department

Fax: + (598) 2927 28 60

Email: agent@mundostar.com.uy

Re: Offer No. 03/2018

Ladies and Gentlemen:

Reference is made to that certain credit agreement (the “ Credit Agreement ”) evidenced by that certain Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018 dated as of July 19, 2018, executed and delivered by Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.), a sociedad anónima organized and existing under the laws of Argentina, as borrower (the “ Borrower ”) and Vista Oil & Gas Holding I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico, APCO Argentina S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina and APCO Oil & Gas International, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and accepted by (i) Banco de Galicia y Buenos Aires S.A., Itaú Unibanco S.A., Nassau Branch., Banco Santander Río S.A., and Citibank, N.A., (together with each other lender from time to time party thereto, the “ Lenders ”) and (ii) Itaú Unibanco S.A., Nassau Branch, as administrative agent (the “ Administrative Agent ”).

Vista Oil & Gas Holding II, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“ Vista Holding II ” or the “ Guarantor ”) hereby irrevocably offers Itaú Unibanco S.A., Nassau Branch in its capacity as Administrative Agent on behalf of the Lenders a Guaranty in the form attached hereto as Annex A (including all exhibits and schedules thereto) (the “ Guaranty Offer ”, and once accepted pursuant to the terms hereof, the “ Guaranty ”).

In the event the offer is accepted by Itaú Unibanco S.A., Nassau Branch, in its capacity as Administrative Agent within the above mentioned term, it shall be valid and binding on the Guarantor. In the event the offer is not accepted within the above mentioned term, the offer shall be null and void.

[ Signature page follows ]


Sincerely,

VISTA OIL & GAS HOLDING II, S.A. DE C.V.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-fact

ANNEX A

TERMS AND CONDITIONS FOR GUARANTY

This GUARANTY made by Vista Oil & Gas Holding II, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“ Vista Holding II ” or the “ Guarantor ”), in favor of Itaú Unibanco S.A., Nassau Branch, as Administrative Agent, for the benefit of the Lenders (the “ Administrative Agent ”). Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to Section 7.10(b) of the Credit Agreement, the Guarantor agrees as follows:

1. Guaranty . The Guarantor, jointly and severally with each other Guarantor under the Credit Agreement, absolutely, unconditionally and irrevocably guarantees, as primary obligors and not merely as surety, the full and punctual payment when due, whether upon maturity, scheduled payment date, by acceleration, early termination or otherwise, of all Obligations (whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws and including all such amounts which would become due but for the operation of the automatic stays under applicable Debtor Relief Laws); provided , that the Guarantor shall pay the Obligations as set forth herein immediately upon receipt of written notice from the Administrative Agent delivered pursuant to Section 9 of the Credit Agreement (or immediately without such notice in case an Event of Default of the kinds referred to in Section 9.7 or 9.8 in the case of any Loan Party has occurred and is continuing); provided that if any applicable Law (including a Law (i) limiting or restricting the giving of financial assistance by way of guarantee to the Borrower, (ii) relating to fraudulent conveyance or fraudulent transfer or (iii) enforcing currency controls in any jurisdiction) limits the amount of financial assistance that the Guarantor is permitted to provide in favor of the Borrower, the Guarantor’s liability under this Guaranty in respect of the relevant Obligations shall be limited to the maximum amount permitted under such applicable Law; provided , further , that, for the avoidance of doubt, such maximum amount shall in no event exceed the amount as will (i) render the Guarantor insolvent at the time of issuance of this Guaranty or (ii) result in the Guarantor’s liability under this Guaranty in respect of the relevant Obligations constituting a fraudulent transfer or conveyance; provided , further , that the application of such limitation in any specific case (in respect of the Obligations) shall not restrict or limit the ability of any Lender to claim in full all amounts due under this Guaranty in respect of the Obligations where there is no Law which limits the amount of financial assistance that the Guarantor is permitted to provide in favor of the Borrower, or where there is an applicable exception to any limitation on the amount of financial assistance which the Guarantor is permitted to provide in favor of a Borrower. If the Borrower fails to pay any Obligation in full when due (whether at stated maturity, scheduled payment date, by acceleration, early termination or otherwise) strictly in accordance with the terms of the Credit Documents, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower or any other person or entity obligated on such Obligation is located the Guarantor will promptly pay the same to the Administrative Agent. The Lenders shall be entitled to reimbursement from the Guarantor of any documented and out-of-pocket costs and expenses incurred by such Lenders hereunder (including, enforcing their rights under this Guaranty) as provided in Sections 12.1 and 12.2(a) of the Credit Agreement. This Guaranty is a guaranty of payment and not merely of collection.

For the avoidance of doubt, the Guarantor shall be deemed to be a Loan Party under the Credit Agreement as of the date hereof.

2. Guaranty Absolute . The obligations of the Guarantor under or in respect of this Guaranty is independent of the Obligations or any other obligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any other guarantors, the Borrower or whether the Borrower is joined in any such action or actions. Except as expressly set forth herein, the liability of the Guarantor under this Guaranty shall be irrevocable, indefeasible, absolute and unconditional. The Guarantor hereby irrevocably waives any defenses the Guarantor may now or hereafter acquire in any way relating to, any or all of the following: (i) any illegality, lack of validity or unenforceability of any Obligation or any document, agreement or instrument relating thereto, (ii) any amendment, modification, waiver or consent to departure from the terms of any Obligation or the Credit Documents (including, without limitation, any renewal or extension of the time of payment or change in the manner or place of payment, any increase in the Obligations resulting from the extension of additional credit to the Borrower, and any acceleration of the maturity of any of the Obligations), (iii) any taking, exchange, substitution, release, non-perfection or impairment of any collateral securing payment of any Obligation, (iv) any manner of application of any collateral securing payment of any Obligation, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral securing payment of any Obligation for all or any of the Obligations or any other assets of the Borrower, (v) any change in the corporate or other organizational existence, structure or ownership of the Borrower (including without limitation, any Guarantor failing to hold any equity interest in the Borrower), or any insolvency, bankruptcy, concurso mercantil, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (vi) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, any Lender, or any other corporation or person, whether in connection herewith or any unrelated transaction, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or any Lender’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Contractual Currency (as defined below) for a Contractual Currency or the remittance of funds outside of such jurisdiction or the unavailability of a Contractual Currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the Borrower of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that have an effect similar to that of an event described in clause (A), (B) or (C) above, (viii) the failure of any other person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Obligations, (ix) any recovery by any Lender against the Guarantor of any deficiency after any foreclosure under any mortgage by nonjudicial sale and any defense or benefits that may be afforded by applicable law, and (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower or the Guarantor or any other guarantor or surety.

Without limiting the generality of the foregoing, the Guarantor agrees, subject to Section 7, that it shall pay the Lenders strictly in accordance with the terms of the Credit Documents, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower or any other person or entity obligated for such Obligation is located (such terms, the “ Contractual Terms ” and such currency, the “ Contractual Currency ”). This Guaranty relates to international credit transactions in which the specification of the Contractual Terms, including without limitation, the Contractual Currency, of any document or agreement evidencing any Obligation is of the essence.

It is the intent of this Section 2 that the Guarantor’s obligations hereunder are and shall be irrevocable, indefeasible, absolute and unconditional under any and all circumstances, except as expressly set forth herein.

3. Waiver . The Guarantor unconditionally and irrevocably waives, save for the notice specifically provided in Section 1, promptness, diligence, notice of acceptance, notice of dishonor, notice of nonpayment, presentment, demand for payment, default, acceleration, protest and any other notice with respect to any Obligation and this Guaranty and any requirement that any Lender protect, perfect or insure any lien or any property subject thereto or exercise or exhaust any right or take any action against the Borrower or any collateral security or credit support with respect to any Obligation and this Guaranty. No failure on the part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by Law.

The Guarantor hereby waives (a) any right to require the Administrative Agent or any Lender to first proceed against, initiate any actions before a court or any other judge or authority, or enforce any other rights or security or claim payment from the Borrower or any other person, before claiming any amounts due from the Guarantor hereunder, (b) any right to which it may be entitled to have the assets of the Borrower or any other person first be used, applied or depleted as payment of the Borrower’s obligations hereunder, prior to any amount being claimed from or paid by the Guarantor hereunder, (c) any right to which it may be entitled to have claims against it, or assets to be used or applied as payment, divided among the Guarantor and the other Guarantors under the Credit Agreement, and (d) the benefits of orden , excusión , división , prórroga , quita and espera and any benefits it may have under any of Articles 2813 through 2824, 2826, 2827, 2829, 2837, 2838, 2839, 2840, 2842 and 2844 through 2849 (in each case inclusive) of the Federal Civil Code ( Código Civil Federal ), and the correlative articles of the civil codes of each political subdivision of Mexico (including Mexico City). The obligations assumed by the Guarantor shall not be affected by the absence of a judicial request of payment by any Lender to the Borrower, and whether or not any Lender takes any action within the time set forth in Articles 2848 and 2849 of the Federal Civil Code ( Código Civil Federal ) and the correlative articles of the civil codes of each political subdivision of Mexico (including Mexico City), and the Guarantor hereby expressly waives the provisions of such articles.

5. Subrogation . The Guarantor hereby unconditionally and irrevocably agrees not to assert, enforce or otherwise exercise any rights that they may now have or hereafter acquire against the Borrower or any other Guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Guaranty or any other party (including, without limitation, by way of subrogation under this Guaranty, any right of reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender against the Borrower or any other guarantor or any collateral or other collateral security or credit support securing payment of any Obligation, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner), by any payment made hereunder

or otherwise or security on account of such claim, remedy or right, thus, in the case of the Guarantor, waiving all rights of subrogation provided in Article 2830 of the Federal Civil Code ( Código Civil Federal ) and the correlative articles of the civil code of each political subdivision of Mexico (including Mexico City), unless and until all of the Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash in accordance with the terms of this Guaranty or the Contractual Terms (as the case may be) and the Commitments have terminated. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Obligations and all other amounts payable under this Guaranty and (b) the termination of the Commitments, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of the Guarantor and shall immediately be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held as collateral for any Obligations or other amounts payable under this Guaranty thereafter arising. If (i) the Guarantor shall make payment to the Administrative Agent of all or any part of the Obligations, (ii) all of the Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and (iii) the Commitments have terminated, the Administrative Agent on behalf of the Lenders will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment made by the Guarantor pursuant to this Guaranty.

(b) The Guarantor shall, within 10 days of demand therefor, indemnify the Lenders and the Administrative Agent against, and reimburse the Lenders and the Administrative Agent upon demand for, any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 6) paid or payable at any time by any Lender or the Administrative Agent, whether or not such Taxes were correctly or legally imposed by the relevant Governmental Authority and any incremental loss, liability, claim or reasonable expense, including legal fees, that the Lenders or the Administrative Agent may incur at any time arising out of or in connection with any failure of the Guarantor to make any payment of Indemnified Taxes when due. A certificate as to the amount of such payment or liability delivered to the Guarantor by a Lender (with a copy to the Administrative Agent) shall be conclusive absent manifest error.

(c) The Guarantor shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes (for the avoidance of doubt, including stamp taxes).

(e) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent at the time or times reasonably requested by the Borrower and/or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower and/or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation set forth in this paragraph shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. Without prejudice to the survival of any other agreement contained herein, the Guarantor’s agreements and obligations contained in this Section will survive the payment in full in cash of the Obligations and any amounts due hereunder and any termination of this Guaranty.

(i) Payments of interest made by the Guarantor to Lenders that are tax residents of Argentina shall be made together with (i) a value added tax of 10.5% or the then applicable rate and (ii) a value added tax perception of 1.5% or the then applicable rate, provided that each such Lender shall issue and deliver to the Guarantor the corresponding invoices for such taxes. Each relevant Lender shall also deliver a copy of such invoice to the Administrative Agent no later than 3 Business Days prior to the payment date for such value added taxes. The Administrative Agent shall allocate the relevant payments received by the Guarantor to such Lenders, according to the applicable taxes and rates included in such invoices, provided, however, that, if any Lender fails to deliver such invoice, the Administrative Agent shall allocate all relevant payments, according to the taxes and rates notified to the Administrative Agent for the prior payment date.

7. Place and Currency of Payment . The Guarantor will make each payment hereunder in the Specified Currency, to the Administrative Agent’s account in New York, New York.

8. Set-Off . If the Guarantor fails to pay any of its obligations hereunder when due and payable, each Lender is authorized at any time and from time to time, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by and other indebtedness at any time owing by such Lender to or for the Guarantor’s credit or account against any and all of the Obligations, whether or not the Administrative Agent has made any demand under this Guaranty. The relevant Lender will promptly notify the Guarantor after any such set-off and application; provided that the failure to give such notice will not affect the validity of such set-off and application. Each Lender’s rights under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Lenders may have.

9. Representations, Warranties and Covenants . The Guarantor represents and warrants that each representation and warranty made in the Credit Agreement by the Borrower with respect to its Subsidiaries (which includes the Guarantor) is true and accurate in all material respects as of the date made (or deemed to be made) with respect to the Guarantor or the Credit Documents to which the Guarantor is a party, except to the extent such representations and warranties only apply to the Borrower or the Borrower and its Subsidiaries on a consolidated basis. The Guarantor shall observe and perform each of the covenants and agreements in Sections 7 and 8 of the Credit Agreement made by the Borrower with respect to its Subsidiaries.

10. Continuing Guaranty; Lender Assignments . This is a continuing guaranty that applies to all Obligations whenever arising. Except as expressly set forth herein, this Guaranty is irrevocable and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of all Obligations and all other amounts payable under this Guaranty in accordance with the terms of this Guaranty or the Contractual Terms (as the case may be) and (ii) the termination of all of the documents and agreements relating to the Obligations, (b) be binding upon the Guarantor, its successors and assigns, and (c) inure to the benefit of and be enforceable by the Administrative Agent and its successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty in accordance with the Credit Agreement.

11. Amendments, Guarantor Assignments, Etc . No amendment of this Guaranty will be effective unless the same is in writing and signed by the Guarantor and the Administrative Agent on behalf of the Lenders. No waiver of any provision of this Guaranty, and no consent to departure by the Guarantor herefrom, will in any event be effective unless the same is in writing and signed by the Administrative Agent on behalf of the Lenders, and then such waiver or consent will be effective only in accordance with the terms of such writing. The Guarantor may not assign or otherwise transfer any of its obligations hereunder, except pursuant to a transaction permitted by Section 8.3 of the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

12. Addresses . All notices and other communications provided for hereunder will be in writing (including telecopier communication), and mailed, telecopied or delivered to it, if to the Guarantor, to the address set forth in Section 11(a)(i) of the Credit Agreement, and if to the Administrative Agent, at its address set forth in Section 11(a)(ii) of the Credit Agreement, or, as to either party, at such other address as is designated by such party in a written notice to the other party. All such notices and other communications will, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively. Notices hereunder refused by the Administrative Agent or the Guarantor, as applicable, shall nonetheless be deemed delivered to such Person.

13. Guarantor’s Credit Decision, Etc . The Guarantor has, independently and without reliance on any Lender and based on such documents and information as the Guarantor has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty. The Guarantor has adequate means to obtain from the Borrower on a continuing basis information concerning the financial condition, operations and business of the Borrower, and the Guarantor is not relying on any Lender to provide such information now or in the future. The Guarantor acknowledges that it will receive substantial direct and indirect benefit from the extensions of credit contemplated by this Guaranty and that the waivers set forth in Sections 2 and 3 are knowingly made in contemplation of such benefit.

14. Severability . If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law, the Guarantor and the Lenders (by acceptance of this Guaranty) agree that such invalidity or unenforceability will not impair the validity or enforceability of any other provision hereof.

16. Subordination . The Guarantor hereby subordinates any and all debts, liabilities and other Obligations owed to the Guarantor by the Borrower (the “ Subordinated Obligations ”) to the Obligations, and the Subordinated Obligations of the Guarantor shall be deemed as contractually subordinated debt ( deuda contractualmente subordinada ) for purposes of Article 222 Bis, paragraph I, of the Mexican Bankruptcy Law ( Ley de Concursos Mercantiles ), to the payment in full in cash of the Obligations, to the extent and in the manner hereinafter set forth in this Section 16:

(a) Prohibited Payments, Etc . Solely to the extent permitted hereunder or pursuant to the Credit Agreement, the Guarantor may receive regularly scheduled payments from the Borrower on account of the Subordinated Obligations, provided that, concurrently with the Administrative Agent’s delivery to the Borrower or the Guarantor of written notice pursuant to Section 9 of the Credit Agreement (or immediately without such notice in case an Event of Default of the kinds referred to in Section 9.7 or 9.8 in the case of any Loan Party has occurred and is continuing) the Guarantor shall not demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b) Prior Payment of Obligations . In any proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, the Borrower and the Guarantor agrees that each Lender shall be entitled to receive payment in full in cash of all the Obligations (including all interest and expenses accruing after the commencement of a proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, whether or not constituting an allowed claim in such proceeding (“ Post-Petition Interest ”)) before the Guarantor receives payment of any Subordinated Obligations.

(c) Turn-Over . During the continuance of an Event of Default under the Credit Documents (including the commencement and continuation of any proceeding under any bankruptcy law relating to the Borrower), the Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Administrative Agent and deliver such payments to the Administrative Agent on account of the Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

(d) Administrative Agent Authorization . Concurrently with the Administrative Agent’s delivery to the Borrower or the Guarantor of written notice pursuant to Section 9 of the Credit Agreement (or immediately without such notice in case an Event of Default of the kinds referred to in Section 9.7 or 9.8 in the case of any Loan Party has occurred and is continuing), the Administrative Agent shall be authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Guarantor, to collect and enforce, and to submit claims in respect of, the Subordinated Obligations and to apply any amounts received thereon to the Obligations (including any and all Post-Petition Interest), and (ii) to require the Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on account of such obligations to the Administrative Agent for application to the Obligations (including any and all Post-Petition Interest).

18. Consent to Jurisdiction, Summary Procedure, Etc.; Waiver of Immunities . (a) The Guarantor irrevocably and unconditionally (i) agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Administrative Agent or any of its affiliates in any way relating to this Guaranty or the transactions relating hereto, in any forum other than the courts of the State of New York, sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, (ii) submits to the jurisdiction of the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and agrees that all claims in respect of such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court, (iii) agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (iv) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any court referred to in this Section, (v) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, (vi) waives any right to which it may be

entitled, on account of place of residence or domicile, and (vi) consents to the service of any process, summons, notice or document in any such action, litigation or proceeding by registered mail addressed to the Guarantor at its address specified in Section 12. As an alternative method of service, the Guarantor also irrevocably appoints the Process Agent as its agent to receive on behalf of the Guarantor service of copies of any process, summons, notice or document in any such action, litigation or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to receive and forward such service on its behalf. The Guarantor shall not change the address of the Process Agent without the prior written consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned).

(b) The Guarantor hereby acknowledges that its guarantee constitutes an instrument for the payment of money only, and consents and agrees that the Administrative Agent, at its sole option, in the event of a dispute by the Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion-action under Section 3213 of New York’s Civil Practice Law and Rules.

(c) To the extent that the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably and unconditionally waives such immunity in respect of its obligations under this Guaranty and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

20. Judgment . The obligation of the Guarantor to make payment in U.S. Dollars (the “ Specified Currency ”) of the principal of and interest and any other amounts due hereunder as provided herein shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any currency other than the Specified Currency, except to the extent such tender or recovery shall result in the actual receipt by such Lender of the full amount of the Specified Currency expressed to be payable in respect of the principal of and interest on all other amounts due hereunder. If for the purpose of obtaining or enforcing judgment against the Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Specified Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in a Specified Currency, the conversion shall be made at the Specified Currency equivalent thereof (at the exchange rate quoted by the Administrative Agent or if it does not quote a rate of exchange on such Currency, by a known dealer in such Currency designated by it) determined, in each case, as of the day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).

If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Guarantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Specified Currency that could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

21. WAIVER OF JURY TRIAL . THE GUARANTOR IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE ADMINISTRATIVE AGENT’S ACTIONS IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF.

Exhibit 10.4

Warrant Indenture

CLAUSES

FIRST.- DEFINED TERMS .

Terms defined below will have the following meanings:

“Affiliate” means (i) regarding persons that are not individuals, all persons that directly or indirectly through one or more agents, who control, are controlled or are otherwise under the common control of the first person (as the term “control” is defined in the LMV), and (ii) regarding any individual, means any past, present or future spouse and any direct or indirect ancestor or descendant, including parents, grandparents, children, grandchildren and siblings, as well as any trust or equivalent agreement executed with the purpose of benefiting any of such individuals.

“ Vista Oil & Gas Series “A” Shares ” means the Series “A” ordinary shares, with no expression of their par value, representing the variable portion of the capital stock of the Issuer, registered before the RNV, which depends of the CNBV and listed in the BMV with ticker symbol “VTW408A-EC001”.

“ Underlying Shares ” means Vista Oil & Gas Series “A” Shares.

“ Issuance Indenture ” means this issuance indenture by means of which the Warrants are issued.

“ Warrant Holders Meeting ” has the meaning ascribed to such term in paragraph (a) of Clause Nineteenth of this Issuance Indenture.

“ BMV ” or “ Mexican Stock Exchange ” means the Mexican Stock Exchange ( Bolsa Mexicana de Valores, S.A.B. de C.V. ).

“ CNBV ” means the National Banking and Securities Commission ( Comisión Nacional Bancaria y de Valores ).

“ Initial Business Combination ” means any merger, asset acquisition, stock purchase, participation or interests purchase, reorganization or similar business combinations with one or more businesses and with all types of commercial or civil corporations, associations, companies, trusts or any other entities, effected by the Issuer, and if applicable, announced by the Issuer through EMISNET.

“ Condition for Early Termination ” means the condition that shall be satisfied if, once the Exercise Period has commenced, the US$ Closing Price of the Underlying Shares for any 20 of the last 30 Trading Days, commencing on (and including) the third Business Day prior to the occurrence of the Early Termination Notice Date, is equal or greater than the US$ Price Limit.

“ Escrow Account ” means the U.K.-based escrow account into which the gross proceeds that we receive from the Initial Offering will be deposited, with Citibank N.A. London Branch acting as escrow agent.

“ Trading Day ” means each Business Day on which the Underlying Shares were or could have been negotiated in the BMV.

“ Business Day ” means any day on which the BMV operates.

“ Dollars ” or “ US$ ” means dollars, the legal currency of the United States of America.

“ Cashless Exercise ” has the meaning ascribed to such term in Clause Ninth, paragraph (c), of this Issuance Indenture.

“ EMISNET ” means the Electronic System for the Delivery and Dissemination of Information ( Sistema Electrónico de Envío y Difusión de Información ) authorized by the CNBV to the BMV.

“ Issuer ” means Vista Oil & Gas, S.A.B. de C.V.

“ Peso Equivalent of the Exercise Price ” means, for any Exercise Date, the Peso equivalent of the Exercise Price, which shall be determined by applying the fix exchange rate ( tipo de cambio fix ) published by Banco de México in the Official Gazette of the Federation on the Business Day prior to such Exercise Date.

“ Early Termination Notice Date ” has the meaning ascribed to such term in Clause Ninth, paragraph (b), of this Issuance Indenture.

“ Underlying Shares Cancelation Date ” means the Business Day on which all, and no less than all, of the Underlying Shares are canceled as a consequence of a reduction in the variable portion of the capital stock of the Issuer effected through cash reimbursement as resolved by the Issuer pursuant to the unanimous resolutions adopted outside of the shareholders’ meeting dated July 28, 2017, as announced, as the case may be, by the Issuer through EMISNET.

“ Initial Business Combination Closing Date ” means the date on which the Initial Business Combination becomes effective, which may be the same date on which all agreements regarding such Initial Business Combination are executed or, in the event that such agreements included conditions precedent or other similar provision, the date on which the last of such conditions has been satisfied or waived, or in which the parties agreed that such Initial Business Combination will be in force, pursuant to the terms of the relevant agreement, as announced, as the case may be, by the Issuer through EMISNET.

“ Exercise Date ” means the Business Day on which any Holder exercises the rights arising from the Warrants he holds to acquire the Underlying Shares pursuant to the terms of this Warrant’s Issuance Indenture; provided, however, that such Business Day shall occur within the Exercise Period.

“ Automatic Exercise Date ” has the meaning ascribed to such term in Clause Ninth, paragraph (d), of this Issuance Indenture.

“ Offering Settlement Date ” means the Business Day on which the proceeds corresponding to the Initial Offering of Underlying Shares are settled through the BMV.

“ Early Termination Date ” has the meaning ascribed to such term in Clause Ninth, paragraph (b), of this Issuance Indenture.

“ Indeval ” means the Institute for the Deposit of Securities ( S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. ).

“ Underwriters ” means the entities acting as such in accordance with the documents of the Initial Offering.

“ Deferment Choice Investors ” has the meaning ascribed to such term in Clause Third of this Issuance Indenture.

“ LMV ” means the Mexican Securities Law ( Ley del Mercado de Valores ).

“ Lot ” has the meaning ascribed to such term in Clause Eleventh of this Issuance Indenture.

“ Mexico ” means the United Mexican States.

“ Initial Offering ” means the initial public offering in Mexico of Vista Oil & Gas Series “A” Shares and Warrants, as authorized by the CNBV through authorization number 153/10612/2017, dated August 4, 2017 and the simultaneous international offering of Vista Oil & Gas Series “A” Shares and Warrants in the United States of America and in other foreign markets.

“ Exercise Period ” means the period (i) commencing on the later of (a) the 30 ^th calendar day following the Initial Business Combination Closing Date, and (b) the date on which 12 months after the Offering Settlement Date have elapsed; and (ii) ending at 12:00 hours (Mexico City time) on the earlier of (a) the Early Termination Date, and (b) the fifth anniversary of the Initial Business Combination Closing Date; provided that if any of such days or dates occur in a non-Business Day, then the Exercise Period shall commence or finalize, as the case may be, on the immediate following Business Day.

“ Cashless Exercise Period ” has the meaning ascribed to such term in Clause Ninth, paragraph (c), of this Issuance Indenture.

“ Pesos ” or “ $ ” means pesos, the legal currency of Mexico.

“ Closing Price ” has the meaning ascribed to such term in the Internal Regulation.

“ US$ Closing Price of the Series A Shares ” means, for any Trading Day, the Dollar equivalent of the Closing Price of Series A Shares for such Trading Day, which shall be determined applying the fix exchange rate ( tipo de cambio fix ) published by Banco de México on its webpage on such Trading Day.

“ Exercise Price ” means US$11.5 per Underlying Share. Exclusively for purposes of Article 66 of the LMV, this price would be deemed express in national currency ( moneda nacional ), being the Peso Equivalent of the Exercise Price.

“ US$ Fair Market Price of the Underlying Shares ” means the average of the US$ Closing Price of the Series A Shares during the last 10 Trading Days, counted as of (and including) the third Trading Day prior to the occurrence of the Early Termination Notice Date.

“ US$ Price Limit ” means US$18.00 per Underlying Share.

“ Sponsor ” means the reference to Vista Sponsor Holdings, L.P., Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and/or Alejandro Cherñacov, in their capacity as “Sponsor” in the Initial Offering, or their respective Affiliates.

“ Internal Regulation ” means the regulation issued by the Mexican Stock Exchange duly authorized by CNBV on September 27, 1999, through official notice number 601-I-CGN-78755/99, including its amendments or any regulation that may replace it.

“ Common Representative ” means Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, its assignees or whom may replace on its duties.

“ RNV ” means the National Securities Registry ( Registro Nacional de Valores ).

“ Holders ” or “ Warrant Holders ” means the Mexican or foreign individuals or entities, when their investment regime expressly contemplates it, that own the Warrants.

“ Global Certificate ” means the document subscribed by the Issuer and representing the entirety of the Warrants issued by means of this Issuance Indenture and to be kept in deposit with Indeval.

“ Warrants ” has the meaning ascribed to such term in Clause Third of this Issuance Indenture.

“ Warrants in Treasury ” has the meaning ascribed to such term in Clause Third of this Issuance Indenture.

SECOND.- ISSUER’S CORPORATE NAME, PURPOSE AND DOMICILE .

(a) The corporate name of the Issuer is Vista Oil & Gas, S.A.B. de C.V., and pursuant to its By-laws, its corporate purpose is the following:

participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, partnerships, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient;

issue and place shares representing the capital stock of the Company, publicly or privately, having obtained the previous authorization by the competent authorities or institutions when needed and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law, the general provisions that the National Banking and Securities Commission issued for such purposes and/or other applicable legal provisions, as requested, in national or foreign securities markets;

issue and place negotiable credit instruments, debt instruments or any other security, be it public or private, having obtained the previous authorization by the competent authorities when needed or institutions and in accordance with the Mexican Securities Market Law, the General Law on Commercial Companies, the Negotiable Instruments and Credit Transactions Law the general provisions that the National Banking and Securities Commission issued for such purposes and/or other applicable legal provisions, as requested, in national or foreign securities markets;

issue any unsubscribed shares, held in treasury, for their subsequent placement in accordance article 53 of the Securities Market Law and with the applicable legal provisions;

acquire its own shares, in accordance with applicable legislation;

enter into all kinds of agreements, contracts and documents, including without limitation, credit, broker, purchase and sale, supply, distribution, consignment, agency, trust, commission, mortgage, bailment, deposit, lease, sublease, management, services, technical assistance, consulting, commercialization, joint venture or co-investment, association and other agreements, as may be necessary or appropriate, pursuant to the laws of any jurisdiction and regardless of the name they are given, in order for the Company to carry-out its corporate purpose;

10)

grant, manage, acquire, and sell all types of credit rights in favor of any individual or legal entity;

11)

12)

acquire, sell, lease, rent, sublease, use, enjoy, possess, license and dispose of, under any legal form, all types of real estate, immovable and personal properties, equipment and goods, including as depositary and depositor, and to hold rights over such properties, including all types of machinery, equipment, accessories, offices and other supplies necessary or convenient;

13)

carry out by itself or on behalf of third parties, training, research and development programs of any kind necessary or convenient;

14)

receive and grant any kind of guaranties, personal and/or in rem, as a result of any loans or financing granted by the Company and/or as deemed necessary or convenient, as well as grant deposits or any other kind of guaranties;

15)

incur and assume obligations of any nature under the capacity as joint and several obligor (obligado solidario);

16)

17)

execute any type of derivative transactions of any nature in accordance with applicable law;

18)

open, manage and cancel bank accounts and any other accounts;

19)

acquire, possess, use, register, renew, assign, and dispose of any kind of patents, brands, commercial names, franchises and any and all types of intellectual or industrial property rights;

20)

21)

act as representative agent, intermediary, beneficiary, commission agent, mediator, advisor or in any other capacity in favor of any type of person, individual or legal entity;

22)

23)

carry-out any acts required or permitted by applicable legislation for the fulfillment of its corporate purpose.

(b) The corporate domicile of the Issuer is Mexico City, Mexico.

THIRD.- CORPORATE AUTHORIZATION AND ISSUANCE; ADDITIONAL ISSUANCES .

(a) The Issuer’s shareholders, pursuant to the unanimous resolutions adopted outside of shareholders’ meeting dated July 28, 2017, approved the issuance of the Warrants, formalized through public deed number 80,566 dated July 28, 2017, Carlos Alberto Sotelo Regil Hernández, acting in its capacity as interim of Notary protocol number 1 granted before Mr. Roberto Nuñez y Bandera.

(b) Based on the approval referred to in the previous paragraph, hereby the Issuer unilaterally issues 104,912,000 warrants in terms of Article 65, 66 and 67 of the LMV, to be purchased, on bearer form, referred to the Underlying Shares (the “ Warrants ”), which will be offered and placed: (i) simultaneously through the Initial Offering; and (ii) in one or more private placements; in both cases, pursuant to applicable law and the approval referred to in the previous paragraph. Likewise, based on the approval referred to in paragraph (a) above and pursuant to the terms resolved by the Boards of Directors and subject to the approval of the Warrant Holders Meeting, the Issuer may issue additional Warrants from time to time; provided that, for such purposes , the Issuer shall conduct all necessary or convenient acts for such purposes and submit any applicable request for the authorization with any relevant governmental authority or entity, including the CNBV, BMV or Indeval to exchange the global certificate representing the Warrants accordingly.

(c) The Warrants offered in the Initial Offering with respect to which the relevant investors notified to the Issuer and the Underwriters in writing of their choice of receiving for such Warrants on a later date, precisely pursuant to the terms described in the relevant prospectus and offering notice ( aviso de oferta ) (such investors, the “ Deferment Choice Investors ”), will be kept in the Issuer’s treasury until such investors notify to the Issuer in writing the date on which they desire to receive them (such Warrants kept in treasury for the benefit of the Deferment Choice Investors, the “ Warrants in Treasury ”).

FOURTH.- CURRENCY OF THE ISSUANCE .

The Warrants will be denominated in national currency ( moneda nacional ) pursuant to Article 66 of the LMV; provided that the Exercise Price may be paid in Pesos or in Dollars as provided herein.

FIFTH.- PRICE .

(a) Investors that acquire Warrants in the Initial Offering (as consequence of the acquisition of the Underlying Shares) shall pay a price of $0.00 per Warrant, or any different amount provided in the public offering notice ( aviso de oferta pública ) of the Initial Offering.

(b) Investors that acquire Warrants through private placements shall pay a price of $0.00 per Warrant or any other amount provided in the documents of such private placements and that is informed to the general public.

(c) The payment of the price mentioned in paragraph (a) above, shall be paid on the Offering Settlement Date, pursuant the terms described in the public offering notice ( aviso de oferta pública ) of the Initial Offering and in the prospectus; the payment of the price mentioned in paragraph (b) above, shall be paid in the date and in the terms agreed by the Issuer and the investors of such private placements.

SIXTH.- EXERCISE PRICE .

Holders of Warrants that elect to exercise their purchase right with respect to the Underlying Shares shall deliver to the Issuer, on the Exercise Date, for each Lot in respect of which they are exercising their rights: (i) the Exercise Price of the Warrants comprising such Lot, and (ii) the Warrants comprising such Lot; provided that, in case that the Issuer establishes the Cashless Exercise, then such Holders shall deliver only the Warrants of the Lots in respect of which the rights are being exercised; in each case, pursuant to the mechanism provided in Clause Thirteenth of this Issuance Indenture.

SEVENTH.- DATE OF THE OFFERING .

The Warrants of the Initial Offering will be offered on the date provided in the correspondent public offering notice of the Initial Offering.

The Warrants of a private placement will be offered on any date selected by the Issuer and in the terms disclosed to the general public in accordance with applicable law.

EIGHTH.- GLOBAL CERTIFICATE .

The Warrants issued pursuant to the terms set forth in this Issuance Indenture, will be evidenced by one Global Certificate deposited in Indeval. Such Global Certificate will be issued in accordance with the provisions of the LMV and any other applicable legal regulations.

The Holders of Warrants that require physical delivery of the documents that certify the Warrants that they hold, shall request it in writing to the Issuer, through the brokerage house or intermediary acting on their behalf, with at least 30 calendar days prior to the delivery date requested, and shall pay at the time of delivery the costs incurred by the Issuer for the issuance of such certificates.

The Global Certificate shall be signed by legal representatives or attorneys-in-fact of the Issuer and the Common Representative.

NINTH.- TENOR, EARLY TERMINATION AND AUTOMATIC EXERCISE .

(a) This issuance of Warrants will be effective from the date of issuance provided in the Global Certificate until the Business Day following the earlier of: (i) Early Termination Date, (ii) the Underlying Shares Cancelation Date, and (iii) the fifth anniversary of the Initial Business Combination Closing Date.

(b) As long as the Condition for Early Termination is satisfied, the Issuer will be entitled to cause the early termination of all, and not less than all, the Warrants, on any Business Day after the Exercise Period has commenced, by means of a notice published through EMISNET providing for the Business Day on which such early termination will take place, provided that such notice will also be given by written notice to the CNBV and Indeval, with copy to the Common Representative; provided that the Early Termination Date shall occur at least 30 calendar days after the Business Day on which the early termination notice is published. The date of publication of the early termination notice will be referred as the “ Early Termination Notice Date ”, and the date on which early termination of the Warrants occurs will be referred as the “ Early Termination Date ”.

(c) If the Issuer causes the early termination of the Warrants as set forth in paragraph (b) above, the Issuer shall also have the right to determine, at its sole discretion, that the exercise of the Warrants that occurs during the period starting on the Business Day following the Early Termination Notice Date and finalizing precisely on the Early Termination Date (such period, the “ Cashless Exercise Period ”), could be carried out without cash payment (the “ Cashless Exercise ”). If the Issuer so determines the Cashless Exercise, Holders electing to exercise their rights under the Warrants they own and by Lots, shall do it exchanging their Warrants for Underlying Shares as provided in Clause Thirteenth, paragraph (d), of this Issuance Indenture. In the event that the Issuer exercises the right provided in this paragraph, it shall notify the Holders through the notice of early termination published precisely on the Early Termination Notice Date through EMISNET, and in such notice the US$ Fair Market Price of the Underlying Shares for purposes of the calculation provided in Clause Thirteenth, paragraph (d), of this Issuance Indenture shall be disclosed.

(d) In the event that the Issuer keeps one or more Warrants in Treasury on the Business Day prior to the expiration of the Exercise Period (such Business Day, the “ Automatic Exercise Date ”), then such Warrants in Treasury will be automatically exercised without need of any prior request, notice or communication and without the prior request of any person, under the Cashless Exercise basis and following the mechanism provided in paragraph (d) of Clause Thirteenth for such purposes; provided that the following items shall be considered for purposes of effecting the relevant calculation for the automatic exercise of such Warrants in Treasury: (i) the “Exercise Date” will be the Automatic Exercise Date and (ii) the “US$ Fair Market Price of the Underlying Shares” will be the average of the US$ Closing Price of the Series A Shares of the last 10 Trading Days, commencing on (and including) the Automatic Exercise Date; except if the Automatic Exercise Date occurs after the Issuer has declared the Cashless Exercise as provided herein, in which case the “US$ Fair Market Price of the Underlying Shares” will be the amount resulting from the calculation set forth in such defined term.

(e) The Underlying Shares resulting from the automatic exercise described in paragraph (d) above will be delivered to the Deferment Choice Investors to whom the Warrants in Treasury would have corresponded and who were subject to such automatic exercise, in the date and in the Indeval account instructed in writing to the Issuer by such Deferment Choice Investors; provided that , in the event that the Deferment Choice Investors have not delivered such instruction in writing to the Issuer, the Undelaying Shares resulting from the automatic exercise of the Warrants in Treasury under such assumption, will be kept in treasury by the Issuer, until the Issuer receives such written instruction.

TENTH.- EXERCISE DATE .

Holders may exercise their right granted under the Warrants to acquire the Underlying Shares pursuant to the terms provided in this Warrant’s Issuance Indenture on any Business Day within the Exercise Period.

ELEVENTH.- MINIMUM AMOUNT .

(a) Each Warrant entitles its Holder to acquire, pursuant to the terms provided below, 1/3 of an Underlying Share; provided that the Issuer shall deliver only complete Underlying Shares. Consequently, each Holder will be entitled to exercise its rights under the Warrants in lots of 3 Warrants and its multiples (each of such lots of three Warrants, a “ Lot ”).

(b) Each Holder acknowledges and agrees that no rights may be exercised over Warrants that are under the number required to be consider a Lot, and if exercised the Issuer shall not be liable to accept them, in the understanding that such Warrants may expire without being exercised.

TWELFTH.- UNDERLYING ASSETS AND COVERAGE .

The underlying assets of the Warrants are the Underlying Shares; that is, the Series “A” ordinary shares, without expression of their par value, representing the variable portion of the capital stock of the Issuer, registered before the RNV, which depends of the CNBV and listed in the BMV with the ticker symbol “VTW408A-EC001”.

(b) Pursuant to second paragraph of numeral 14 of Exhibit F to the General Provisions applicable to the Issuers and Other Stock Market Participants ( Disposiciones de Carácter General aplicables a las Emisoras de Valores y Otros Participantes del Mercado de Valores ) issued by the CNBV, the Issuer hereby (i) represents and warrants that it holds 34,970,667 Underlying Shares in its treasury to cover the exercises made by the Holders of Warrants (including, the Warrants in Treasury) when appropriate, as the case may be, free of any preferred subscription rights and of any lien, ownership restriction, and

(ii) agrees that, if for any reason the Issuer does not hold enough Underlying Shares in its treasury required for the exercise of the Warrants (including, the Warrants in Treasury) by the Holders, the Issuer will issue the necessary Underlying Shares in order for the Holders to be able to exercise their rights, which will be free of any preferred subscription rights and of any lien, ownership restriction.

THIRTEENTH.- EXERCISE MECHANISM .

(a) The exercise of the rights granted under the Warrants shall be made only during the Exercise Period and the Exercise Date shall occur within the Exercise Period.

(b) In case that a Holder elects to exercise their rights under all or any of the Warrants it holds, such Holder shall notify by written notice its intention to exercise such rights to the Issuer, indicating: (i) the Exercise Date, (ii) the number of Lots which rights intends to exercise, and (iii) the account in Indeval of the brokerage house or intermediaries of such Holder at which the related Underlying Shares shall be deposited, 3 Business Days in advance to the such Exercise Date. After receiving such notice, the Issuer shall notify such electing Holder the banking accounts (in Dollars and Pesos) and the account at Indeval at which deliveries set forth in paragraph (c) shall be made.

(c) Except for the case provided in paragraph (d) immediately below, the Holder that notified its intention of exercise its rights from any of the Lots shall deliver to the Issuer, precisely on the Exercise Date (i) an amount in Dollars equivalent to the result of multiplying the Exercise Price by the number Underlying Shares represented by the Lots of Warrants which rights are being exercised, or an amount in Pesos equivalent to the result of multiplying the Peso Equivalent of the Exercise Price by the number Underlying Shares represented by the Lots of Warrants which rights are being exercised, in each case, to the Dollar or Peso banking account notified by the Issuer, as applicable; and (ii) the Warrants that comprise each of such Lots to the account at Indeval notified by the Issuer (or physically to the offices of the Issuer, if the Warrants forming such Lots are physically held by such Holders); and immediately after such delivery, the Issuer shall credit to the account of the brokerage house or intermediaries of such Holder at Indeval, an Underlying Share for each of such Lots. For the avoidance of doubt, the Issuer shall have no obligation to deliver fractional Underlying Shares.

(d) If the Issuer declares a Cashless Exercise of the Warrants, the Holder that notified its intent of exercise its rights from any of the Lots shall deliver to the Issuer, precisely on the Exercise Date (which shall occur within the Cashless Exercise Period) and to the account at Indeval notified by the Issuer (or physically to the offices of the Issuer, if the Warrants forming such Lots are physically held by such Holders), the Warrants comprising the Lots which rights are being exercised; and immediately after such delivery, the Issuer shall credit to the account of the brokerage house or intermediaries of such Holder in Indeval, the number of Underlying Shares that results from the following formula:

X = Y (A-B)/A

Where:

X =	Number of Underlying Shares to be delivered.

Y =	Number of Underlying Shares that shall be delivered pursuant to the Lots which rights are being exercised. For the avoidance of doubt, 1 Underlying Share shall be delivered for each 3 exercised Warrants.

A =	US$ Fair Market Price of the Underlying Shares.

B =	Exercise Price.

(e) Notwithstanding that the execution of the exercise of the rights granted under the Warrants will be carried out of the BMV, it will be deemed as carried out inside it, as long as it is registered and disclosed by the Issuer to the public pursuant to the provisions of the Internal Regulation.

(f) For the avoidance of doubt, the acquisition of Underlying Shares by the Warrants’ Holders from the Issuer shall be deemed as a subscription ( suscripci ó n ) of shares representing the capital stock of the Issuer.

(g) Indeval will perform the activities outlined in this Clause pursuant to the provisions contained in the internal regulation and operational manual applicable to such institution for the deposit of securities. Likewise, all the notices that shall be delivered to Indeval pursuant to this Clause shall be made in writing sending a copy to the Common Representative or through the means that such determines.

FOURTEENTH.- TECHNICAL ADJUSTMENTS .

(a) Pursuant to provision 4.007.00 of the Internal Regulation, technical adjustments for the situations described below shall be carried out pursuant to the proceedings provided by the BMV in its Internal Regulation and the corresponding Mexican Stock Exchange’s operational manual:

(i)

Payment of dividends in shares.

(ii)

Subscription.

(iii)

Exchange of certificates.

(iv)

Split.

(v)

Reverse Split.

(vi)

Reimbursement.

(vii)

Split-off.

(viii)

Merger.

(ix)

Distribution of shares.

(x)

Reciprocal purchase and subscription of shares.

(b) The Holders, by the acquisition of the Warrants they hold, agree and accept that the Issuer does not have any duty to pay fractions of the Underlying Shares generated as a consequence of technical adjustments, and they expressly waive any right that may have in connection with such fractions.

FIFTEENTH.- EXCHANGE CONDITIONS IN CASE OF EXTRAORDINARY EVENTS .

In the event that the BMV suspends the trading of the Underlying Shares, by its own decision or at Issuer’s request, the trading of the Warrants will be also suspended by consequence.

SIXTEENTH.- CORPORATE AND ECONOMIC RIGHTS .

The Warrants do not grant any corporate, ownership, economic or any other kind of rights over the Underlying Shares.

SEVENTEENTH.- APPOINTMENT OF THE COMMON REPRESENTATIVE OF THE WARRANTS .

To represent the entirety of the Warrants’ Holders, the Issuer appoints Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, who hereby accepts its appointment as the common representative, and the rights and obligations arising from such appointment by means of its signature on this Issuance Indenture.

EIGHTEENTH.- AUTHORITIES OF THE COMMON REPRESENTATIVE .

(a) The Common Representative will have the rights and obligations provided in the General Law of Negotiable Instruments and Credit Transaction ( Ley General de Títulos y Operaciones de Crédito ), the LMV and the General Provisions applicable to the Issuers and Other Stock Market Participants ( Disposiciones de Carácter General aplicables a las Emisoras de Valores y Otros Participantes del Mercado de Valores ) issued by the CNBV, as well as in this Issuance Indenture. For all matters not expressly provided in this Issuance Indenture, the Common Representative shall have the right to call for a Warrant Holders Meeting pursuant to Clause Nineteenth below.

(b) The Common Representative will have the following authorities and obligations:

(i) Subscribe this Issuance Indenture and the Global Certificate;

(ii) Exercise all the actions and rights that correspond to the entirety of the Holders of Warrants, as well as those required for the performance of its functions and duties, and carry out the acts of preservation it deems convenient to defend the interests of the Holders of Warrants;

(iii) Call and chair the Warrant Holders Meetings and carry out its resolutions or call to a Warrant Holders Meeting by request of the Issuer;

(iv) Attend to the general shareholder’s meetings of the Issuer and collect from the directors, managers and officers of the Issuer, all the reports and information necessary for the performance of its authorities, including those relating to the Issuer’s financial situation;

(v) Grant and execute in the name of the Holders all the documents and agreements that shall be executed with the Issuer, as the case may be;

(vi) Keep the Warrant Holders Meetings’ minutes, which may be reviewed at any time by the Holders, and, as the case may be, and at the expense of the Holder that may request it, issue certified copies of such minutes;

(vii) Perform those other functions and obligations arising from this Issuance Indenture or that are compatible with the nature of the charge as Common Representative;

(viii) Verify, through the information delivered for such purposes, the due fulfillment of the obligations provided in this Issuance Indenture and the Global Certificate to the Issuer (except for any accountable, taxable, employment or administrative obligations of the Issuer that are not directly related to the payment of the Warrants);

(ix) The Common Representative may request the Issuer and the persons that render services in connection with the Warrants, to deliver the information and documentation, reasonably necessary to verify the fulfillment of the obligations referred above. The Issuer and such persons that render services shall deliver and assist to deliver the information in the dates and form required by the Common Representative, including the condition of the Underlying Shares, financial statement, determination of forex hedging and any other information requested in the understanding that the Common Representative may inform such information with the Holders, without being consider a bound of its confidentiality duties, in the understanding that the Holders shall keep such information as confidential;

(x) The Common Representative could carry out, visits and annual reviews, as it deems necessary, and in any other moment as it deems necessary with prior written notification to the Issuer of at least 10 Business Days in advance, to the date in which the reviews are intended to take place;

(xi) If the Common Representative does not receive the information requested in paragraphs (viii) and (ix) above in timely manner or has knowledge of any breach of the Issuer obligations set forth in this Issuance Indenture or in the Global Certificate, it shall immediately request the Issuer to disclose to the Holder, through the publication of a “material event”, any breach to the obligations arising from this Issuance Indenture or the Global Certificate; provided that in the event that the Issuer does not publish such “material event” within the 2 Business Days following the Common Representative’s request, the Common Representative will be obliged to publish it within the 2 Business Days following the acknowledgment of such omission;

(xii) When requested by the Warrant Holders Meeting, the Common Representative shall give a report on the performance of its duties and, in the event such report is not requested, the Common Representative shall give it at the conclusion of its duties; and

(xiii) In order to fulfill with the above, could request the Warrant Holders Meeting or such could request, to subcontract specialized third parties, at the Holders expense, as it deems convenient or necessary for the fulfilment by the Common Representative of its review obligations mentioned above pursuant to the applicable law. In such situation, the Common Representative will be subject to the responsibility established by such Warrant Holders Meeting, and therefore it will be able to trust, perform activities or abstain from performing activities in accordance with the resolution issued by such specialists, as approved by the Warrant Holders Meeting. If the Warrant Holders Meetings does not approve such subcontracting, the Common Representative will only be responsible for the activities attributable directly to the Common Representative pursuant to this Issuance Indenture and the Global Certificate and the applicable law. In the understanding that if the Warrant Holders Meeting authorizes the subcontracting of such third parties and does not provide to the Common Representative sufficient funding for such subcontracting Article 281 of Commerce Code ( Código de Comercio ) and 2577 of the Civil Code of Federal District ( Codigo Civil para el Distrito Federal ) and its correlative provisions regarding of attorney-in-fact pursuant to Article 217 of the General Law on Negotiable Instruments and Credit Transactions shall apply, in the understanding that the Common Representative shall not be bound to pay the necessary amounts for the subcontracting of such third parties and it will not be liable for any delay in the subcontracting and/or by the lack of resources in order to perform the subcontracting and/or because such resources were not provided.

(c) The Holders of the Warrants, through a resolution adopted in a Warrant Holders Meeting called for such purposes pursuant to Clause Nineteenth of this Issuance Indenture, may, at any time replace the Common Representative.

(d) The Common Representative will be entitled to resign to its charge only for material reasons that will be evaluated by the court that corresponds to the Issuer’s domicile and in such case, the Common Representative shall continue performing its duties until the Warrant Holders Meeting has appointed its substitute.

(e) The Common Representative will not be liable to pay any costs or expenses associated, with its own resources in order to perform any activity or its authorities, pursuant this Issuance Indenture, the Global Certificate or applicable law.

(f) All of the activities carried out by the Common Representative, on its behalf or on behalf of the Holders, pursuant this Issuance Indenture, the Global Certificate or applicable law, shall be deemed as mandatory and will be deemed as accepted by the Holders.

NINETEENTH.- WARRANT HOLDERS MEETINGS.

(a) The Warrant Holders Meeting will represent all the Holders of outstanding Warrants, and their resolutions will be valid and binding with respect of and for all Holders, even those absent or dissident (the “ Warrant Holders Meeting ”).

(b) The Warrant Holders Meeting will be held in the Common Representative’s domicile or if it was not possible in the place indicated for such purposes in the correspondent call.

(c) The Issuer and the Holders that hold at least 10% of the outstanding Warrants, may request the Common Representative to call for a Warrant Holders Meeting including the items of the agenda to be resolved in such Warrant Holders Meeting. The Common Representative shall issue the call in order for the Warrant Holders Meeting to be held as soon as possible but within the 30 calendar days following the date in which the request is received. If the Common Representative does not fulfill this obligation, the judge from the Court of Primary Instance, where the Common Representative is domiciled, as per the request of any Issuer or Holder, as applicable, shall issue the call for the Warrant Holders Meeting.

(d) Except as provided in this Issuance Indenture, the Warrant Holders Meeting shall be called, installed and discussed, and its resolutions shall be adopted pursuant to the following:

(i) The calls for each Warrant Holders Meetings shall be published only once, in any newspaper of broad national circulation in Mexico, pursuant to Article 68 of the LMV, at least 10 days in advance of the date of the Warrant Holders Meeting;

(ii) The call shall contain the date, time and venue of the Warrant Holders Meeting, the agenda that will be discussed and shall be signed by the Common Representative;

(iii) Except in those cases referred to in the next subparagraph, in order for a Warrant Holders Meeting to be considered as installed by virtue of the first call, the Holders that hold, individually or collectively, the half plus one of the

outstanding Warrants shall be present, and its resolutions will be valid if approved by majority of the Warrants in the Warrant Holders Meeting. In case that a Warrant Holders Meeting is convened by virtue of the second or ulterior call, it shall be deemed as legally installed regardless of the number of Warrants present, and its resolutions will be valid if approved by the majority of the Warrants in the Warrant Holders Meeting;

(iv) It will be required in the Warrant Holders Meeting the presence of the Holders that individually or collectively hold, by virtue of the first call, at least 75% of the Warrants entitled to vote, and that the resolutions are approved by the half plus one of the votes casted in such Warrant Holders Meeting, in the following cases:

(1)

To revoke the appointment of the Common Representative or to appoint a new Common Representative;

(2)

To grant extensions ( prórrogas o esperas ) to the Issuer; and

(3)

To modify the terms set forth in this Issuance Indenture or the Global Certificate.

If the Warrant Holders Meeting is gathered to resolve any of the cases above by second or subsequent call, its resolutions shall be approved by majority of votes casted in the Warrant Holders Meeting, regardless of the number of Warrants attending to such Warrant Holders Meeting.

Notwithstanding anytime to the contrary herein, whenever the Sponsors are holders of Warrants, they shall not be entitle to vote the matters set forth in this subparagraph (iv), and shall not be taken into account when determining the quorum thereof.

(v) In order to convene the Warrant Holders Meetings, provisions contained in Article 290 and others of the LMV and the General Law of Negotiable Instruments and Credit Transactions ( Ley General de Títulos y Operaciones de Crédito ) shall apply. The Holders of Warrants shall deliver to the Common Representative the certificate issued by Indeval and the list of holders issued by the intermediary, if applicable, in connection with the Warrants of which is holder, in the place that is established in the call to the Warrant Holders Meeting at least one Business Day prior to the date in which the Warrant Holders Meeting may take place, provided that the Holders that physically possess the Warrants are able to prove the ownership of their Warrants as provided by applicable law and as required in the call for the relevant Warrant Holders Meeting. The Holder may be represented in the Warrant Holders Meeting by an attorney-in-fact, appointed through a proxy letter, executed before two witnesses or through a power of attorney granted pursuant to applicable law;

(vi) In no event the Warrants that are not in circulation or those acquired by the Issuer could be represented in the Warrant Holders Meeting nor shall be taken into account for the calculation of the quorum for the convocation or voting of a Warrant Holders Meeting;

(vii) Once a Warrant Holders Meeting is installed the Holders of the Warrants will not be able to avoid its execution by leaving the Warrant Holders Meeting. If the Holders of the Warrants leave or not attend to the resumption of the Warrant Holders Meeting which has been delayed in accordance with the applicable law, will be consider that they abstain from delivering their vote, in connection with the corresponding item.

(viii) From each Warrant Holders Meeting minutes of the meeting shall be prepared, which shall be signed by those who acted as president and secretary. The attendance list, signed by the attendants and scrutineer, shall be annexed to the minutes. The minutes and other data and documents referring to the issuance of the Warrants, shall be kept by the Common Representative and shall be available for review by the Holders of the Warrants at any time, who will be entitled to, at their expense, receive from the Common Representative certified copies of the aforementioned documents; and

(ix) The Common Representative will act as president in the Warrant Holders Meeting and in such the Holders will have the number of votes that correspond in connection with the Warrants that they hold, counting one vote from each of the outstanding Issuers’ Warrants, as applicable, except by such cases in which the applicable law limits such right.

(e) The Holders of the Warrants will be entitled to individually exercise the following actions:

(i) From the Issuer, the compliance with its obligations under this Issuance Indenture and the Global Certificate, which documents the Warrants;

(ii) From the Common Representative, to carry out the acts in order to preserve the rights of the Holders of the Warrants or to make such rights effective; and

(iii) The liability incurred by the Common Representative for gross negligence.

(f) In addition, the unanimous resolution taken by Holders that represent all the Warrant Holders, who possess the entirety of the Warrants with voting rights, will have the same validity as if they were taken in a Warrant Holders Meeting if they are confirmed in writing.

TWENTIETH.- POTENTIAL INVESTORS .

The Warrants issued pursuant to this Issuance Indenture may be acquired by individuals or entities, both of the Mexican or foreign origin, when their investment regimen allows it.

TWENTY-FIRST.- APPLICABLE TAX REGIME .

The investors, prior to investing in these Warrants, shall take into consideration the tax structure regarding the taxation or exemption from the proceeds arising from the Warrants. Holders and possible investors shall consult with their tax advisors regarding the tax considerations of any transactions that they are planning to exercise, including the application of specific rules to its particular status.

TWENTY-SECOND.- DOMICILES .

For all matters relating to the Warrants, the Issuer and the Common Representative designate the following as their domiciles:

(a) Issuer:

Vista Oil & Gas, Sociedad Anónima Bursátil de Capital Variable

Javier Barros Sierra 540, Torre 2, 2 floor,

Colonia Lomas de Santa Fe, C.P. 01210, Mexico City.

Tel: +52 (55) 9177 2038

Attention: Javier Rodríguez Galli

e-mail: ir@vistaoilandgas.com

(b) Common Representative:

Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero

Av. Paseo de la Reforma 284, 9 floor,

Colonia Juárez, C.P. 06600, Mexico City.

Tel: +52 (55) 5231 0060 / +52 (55) 5231 0323/ +52 (55) 5230 0263

Fax: +52 (55) 5231 0175

Attention: Claudia B. Zermeño Inclán / Elena Rodríguez Moreno/ Claudia Alicia García Ramírez

e-mail: czermeno@monex.com.mx / elenarodriguez@monex.com.mx / claudiagarcia@monex.com.mx

TWENTY-THIRD.- COMPETENT COURTS AND GOVERNING LAW .

For the interpretation and fulfillment of this Issuance Indenture, the Issuer, the Common Representative and the Holders of the Warrants for the fact of having such capacity, irrevocably submit to the jurisdiction and competence of the federal courts sitting in Mexico City, expressly waiving the right to any other jurisdiction to which they may be entitled by reason of their present of future domiciles or for any other reason.

TWENTY-FOURTH.- REGISTRATION NUMBER BEFORE THE RNV AND NUMBER OF WRIT AND DATE OF REGISTRATION AUTHORIZATION ISSUED BY THE CNBV .

The Warrants have been recorded before the RNV under number 3573-1.20-2017-001 ; likewise, the CNBV authorized their registration through writ number 153/10612/2017 dated August 4, 2017, which does not imply any certification about the security’s value or the Issuer’s solvency.

TWENTY-FIFTH.- AMENDMENTS .

Any amendment to this Issuance Indenture shall be agreed by the Issuer and the Common Representative, prior to the approval by the Warrant Holders Meeting, pursuant to the provisions of Article 220, section III, of the General Law of Negotiable Instruments and Credit Transactions ( Ley General de Títulos y Operaciones de Crédito ).

Exhibit 10.5

MINUTES OF INVESTMENT AGREEMENT

On November 22, 2018, in the City of Neuquén a meeting was held by the Province of Neuquén, herein represented by Accountant José Gabriel López, in his capacity as Undersecretary of Energy, Mining and Hydrocarbons, domiciled at Rioja No. 229 of the City of Neuquén (the “PROVINCE”), party of the first part, and VISTA OIL & GAS ARGENTINA S.A. and APCO OIL & GAS S.A.U., both domiciled at Av. Del Libertador 101, 12 ^th floor, City of Buenos Aires, and both represented herein by Mr. Gastón Remy, in his capacity as attorney-in-fact, and both of them set up domicile for the purposes hereof a Humahuaca 685, 6 ^th Floor, Paseo de la Costa, Isla 132, City of Neuquén (hereinafter referred to as “VISTA” and “APCO”, and collectively referred to as the “CONCESSIONAIRES”), party of the second part, and both parties are collectively referred to as the “PARTIES”, and:

WHEREAS pursuant to Section 1 of National Law No. 26741 on Sovereignty over Hydrocarbons in the Argentine Republic, the achievement of hydrocarbon self-supply, and the exploration, exploitation, industrialization, transportation and commercialization of hydrocarbons were declared of national public interest and as an imperative goal.

WHEREAS, on the other hand, certain principles of the hydrocarbon policy in Argentina were established, such as the promotion of use of hydrocarbons and by-products as a factor of development and higher competitiveness of the various economic segments and of the provinces and regions; the conversion of hydrocarbon resources into proven reserves and exploitation and return of reserves; integration of both public and private capital, both national and international, into strategic alliances intended to explore and exploit conventional and unconventional hydrocarbons; and maximization of investments and resources used in achieving self-supply of hydrocarbons in the short-, medium- and long term.

WHEREAS in this context, there is an imperative need for strengthening the promotion of investments in exploitation of hydrocarbons.

WHEREAS on September 16, 2014, a Federal Agreement was executed for the Self-supply of Hydrocarbons, and certain agreements were reached in relation to tax matters under Exhibit 1 thereto.

WHEREAS National Law No. 27007 adds to National Law No. 17319 the legal type of Unconventional Hydrocarbon Exploitation Concession, which consists in the extraction of liquid and/or gaseous hydrocarbons by using unconventional stimulation techniques implemented in fields located on geological formations consisting of schist or shale rocks (shale gas or shale oil), compact sandstones (tightsands, tight gas, tightoil), coal layers (coalbedmethane) and/or generally characterized by the presence of low-permeability rocks.

WHEREAS Section 35(b) of Law No. 17319 establishes that the Unconventional Hydrocarbon Exploitation Concession shall be in effect for thirty-five (35) years, including a Pilot Plan Period of up to five (5) years.

WHEREAS Article 124 of the Argentine Constitution establishes that the provinces are entitled to ownership over natural resources existing in their territories.

WHEREAS Laws No. 17319 and 26197 establish that the Provinces or the Nation shall be the Granting and Enforcement Authorities for such purposes based on whether the gas or oil fields are located in provincial or national territories.

WHEREAS the CONCESSIONAIRES are holders of a concession for exploitation of hydrocarbons over the Bajada del Palo Area (hereinafter the “AREA”), which was originally awarded pursuant to Executive Order No. 1769/90 and extended pursuant to Executive Order No. 1117/2009, which approved the Minutes of Agreement executed on June 11, 2009 (the “Minutes of Renegotiation Agreement”) between the Technical Renegotiation Commission ( Comisión Técnica de Renegociación ) of the PROVINCE and the CONCESSIONAIRES.

WHEREAS the PROVINCE believes that higher revenues should be obtained from oil and gas of its own, and that reserves and production should be increased, all in accordance with Laws No. 17319, 24145, 26197 and 27007, whereas Section 6 of Law No. 26197 provides as follows: “After enactment of this law, the Provinces, as Enforcement Authority, shall exercise the functions of a counterparty under exploration permits, concessions for exploitation and transportation of hydrocarbons subject to transfer, including the following powers, among other:

to fully and independently engage in control and supervision over such permits and concessions, and over any other type of hydrocarbon exploration and/or exploitation contract awarded or approved by the National Government;

to require performance of statutory and/or contract obligations as regards investments, rational exploitation of resources, information and payment of fees and royalties;

to provide for the extension of statutory and/or contract terms; and

to impose the penalties under Law No. 17319 and its regulations (fines, suspensions of registrations, forfeiture and any other sanction set forth in the bidding terms and conditions of the contracts.)”

WHEREAS the foregoing powers are not exclusive of any other powers derived from the granting authority under Law No. 17319 and its implementing regulations.

WHEREAS the CONCESSIONAIRES have submitted to the PROVINCE a project for unconventional development of the AREA, which proposes the division thereof into two unconventional concession areas known as Bajada del Palo Oeste (BPO) and Bajada del Palo Este (BPE).

WHEREAS the PROVINCE has reviewed the project submitted by the CONCESSIONAIRES and concluded that approval of such request is in the best interests of the PROVINCE given that the investment and development of the entire AREA would be thus maximized.

WHEREAS in order to make the project viable, the PROVINCE believes that an Unconventional Hydrocarbon Exploitation Concession should be awarded over Bajada del Palo Oeste and an Unconventional Hydrocarbon Exploitation Concession should be awarded over Bajada del Palo Este to the CONCESSIONAIRES, both on the terms of Section 35 (b) of Law No. 17,319.

WHEREAS in the framework of applicable rules and regulations, it is the PARTIES’ intention to execute these “MINUTES OF AGREEMENT” subject to the following terms and conditions, pursuant to Laws No. 17319, 24145, 26197, 26741 and 27007 and national and provincial laws applicable to the subject matter hereof.

Therefore, the PARTIES agree as follows:

SECTION 1: SUBJECT-MATTER

The PROVINCE agrees to divide the AREA into two subareas and therefore create the areas known as Bajada del Palo Oeste and Bajada del Paolo Este (hereinafter referred to as the “AREAS”) and to award to the CONCESSIONAIRES, on equal terms as to interest percentages as the exploitation concession currently in force over the AREA, an Unconventional Hydrocarbon Exploitation Concession over Bajada del Palo Oeste (“BPO”) (hereinafter referred to as “UHEC BPO”) and an Unconventional Hydrocarbon Exploitation Concession over Bajada del Palo Este (“BPE”) (hereinafter referred to as “UHEC BPE”), both for a term of 35 years, in accordance with the provisions of Sections 27 bis, 35 (b) and related sections of Law No. 17319, the surface area and coordinates of which are defined in Annex A to these MINUTES OF AGREEMENT.

SECTION 2: TERMS AND CONDITIONS OF THIS AGREEMENT.

The PARTIES, as to the award of the UHEC BPO and the UHEC BPE, further agree as follows:

2.A) INVESTMENT COMMITMENT : As a condition precedent to the award of the UHEC BPO, the CONCESSIONAIRES agree to carry out a pilot program with a work plan consisting in drilling eight (8) horizontal wells (in two pads of four (4) wells each) and associated facilities, for an investment amount of UNITED STATES DOLLARS one hundred and five million six hundred thousand (USD 105,600,000) within 18 months of the effective date of the UHEC. In addition, as a condition precedent to the award of the UHEC BPE, the CONCESSIONAIRES agree to carry out a pilot program with a work plan consisting in drilling five (5) horizontal wells and associated facilities, for an investment amount of UNITED STATES DOLLARS fifty-one million eight hundred thousand (USD 51,800,000) within 36 months of the effective date of the UHEC; all in accordance with the Pilot Plan submitted along with the application for both UHECs.

2.B) COMPLIANCE : The investments set forth in the foregoing paragraph for the UHEC BPO and for the UHEC BPE shall be deemed to have been made in each case, following certification by the PROVINCE, upon completion of the works set forth in Section 2.A above, in accordance with the Preliminary Development Plan submitted along with the applications for the UHECs.

If the INVESTMENT COMMITMENT is not honored, the PROVINCE may, upon giving 90 (ninety) business days’ notice to cure a potential event of default, take any actions required to revoke the UHEC BPO and/or the UHEC BPE, as the case may be. Revocation of the relevant UHEC by the PROVINCE shall cause forfeiture thereof, and the Area shall thus be returned to the PROVINCE by the CONCESSIONAIRES.

2.C) COMPRE NEUQUINO : The CONCESSIONAIRES agree, pursuant to current laws and regulations, to give priority to the hiring of labor, suppliers and services of Neuquén in order to foster continued permanent employment in the oil industry and consolidate a competitive local and regional market, through the strengthening of small- and medium-sized companies based in Neuquén and a growing supply of products, goods and services, connecting the oil-related workers, producers, industrial and professional workers, merchants, companies engaged in works and services, of all trades located in the PROVINCE. Notwithstanding the foregoing, this priority shall not apply in the event that due to the specific nature and/or the characteristics and/or the burdensome nature of the works to be performed and/or the volume of operations, the hiring of labor, suppliers and services of Neuquén is not feasible. In the exclusive context of this commitment, the CONCESSIONAIRE shall keep Centro PyME – ADENEU and other any successor authority informed about any engagement or changes of suppliers.

2.D) USE OF WATER AND EFFLUENT DISCHARGES: In connection with the use of water and effluent discharges required for performance of the works and operations described in the Project submitted for development of the UHEC BPO and the UHEC BPE, the CONCESSIONAIRES shall act in accordance with current rules and regulations. Accordingly, the CONCESSIONAIRES shall carry out their activities in relation to the UHEC BPO and the UHEC BPE, by engaging in a rational and efficient use of provincial water resources, and they shall make attempts to minimize generation of effluents and provide for reuse, if possible.

The permits for water extraction, performance of works in a public water area -or water irrigation zones- performance of drilling works for withdrawal of water, effluent treatment and discharges, monitoring network development, environmental remediation, pipeline laying and facilities, etc. shall be in accordance with the provisions of the Water Code of the Province of Neuquén -Law No. 899-, its Implementing Decree No. 790/99, Executive Order No. 1483/82 and other implementing and supplementary rules and regulations passed by the Undersecretariat of Water Resources ( Subsecretaría de Recursos Hídricos ) or any such entity as may replace it in the future.

2.E INSPECTION : The CONCESSIONAIRE shall permit follow-up on works, expenditures and investments to be made within the UHEC BPO and the UHEC BPE to be inspected and certified as often as required by the Enforcement Authority and other provincial agencies, where applicable, in accordance with current rules and regulations, for which purposes the formation of a work team with the participation of the PARTIES may be required for the Enforcement Authority’s works to be more efficient.

2.F EXPLOITATION FEE: The CONCESSIONAIRES shall pay to the PROVINCE an Exploitation Fee for the UHEC BPO in the amount of UNITED STATES DOLLARS seven hundred and forty-one thousand nine hundred and thirty-one (USD 741,931) and for the UHEC BPE in the amount of UNITED STATES DOLLARS four hundred and twenty-four thousand nine hundred and ninety-five (USD 424,995), which shall be paid in a lump sum within ten (10) business days of the effective date of these MINUTES OF AGREEMENT.

2.G HYDROCARBON ROYALTIES : The hydrocarbon royalties shall be paid in accordance with current rules and regulations by each of the CONCESSIONAIRES in consideration for production of hydrocarbons in the AREAS held by each of them, in proportion to their interests in the UHEC BPO and the UHEC PBE on the following terms:

On production of unconventional shale (shale or schist rocks), for the term of the UHECs awarded over the BPO and BPE areas, hydrocarbon royalties shall be payable at the rate of 12% (twelve percent).

On production of unconventional tight (compact sandstones), in the event of discovery for the term of the UHECs awarded over the BPO and BPE areas, the companies shall agree with the Enforcement Authority on the scheme of payment of hydrocarbon royalties and on measurement conditions as to such production.

On the shale production until the effective date of the UHEC BPO and the UHEC BPE and on Conventional production, the terms of the Minutes of Agreement executed on June 11, 2009 shall continue to apply. On and after September 6, 2025, the highest rate of 18% shall be paid for such production.

2.H. STAMP TAX : For calculation of the Stamp Tax to be paid on these MINUTES OF AGREEMENT and the UHEC BPO and the UHEC BPE, the taxable base shall be UNITED STATES DOLLARS one hundred and fifty-seven million, four hundred thousand (USD 157,400,000) and the applicable tax rate shall be fourteen per one thousand (14 ‰), which shall be paid by the PARTIES in accordance with the provisions of the current Tax Law, taking into account that the Provincial Government is exempt as set forth in Section 236 (1) and subject to Section 233 of the current Provincial Tax Code. Therefore, the CONCESSIONAIRES shall pay stamp tax in the amount of UNITED STATES DOLLARS one million one hundred and one thousand eight hundred (USD 1,101,800). Any other public or private document, agreement or financial and/or corporate agreement or instrument among all or any of the CONCESSIONAIRES or with third parties required for performance of the project, execution of collaboration agreements between the CONCESSIONAIRES, including those related to project funding through indebtedness or third-party partners’ contributions, and allocation or assignment of any rights thereunder shall be exempt from payment stamp tax as set forth in Section 238 of the current Provincial Tax Code.

For purposes of the foregoing provisions, note that acts required for performance of the project shall not include any such instruments executed for performance of operational services at the UHEC BPO and the UHEC BPE.

2.I. TAX STABILITY: For the entire term of the UHEC BPO and the UHEC BPE, the PROVINCE agrees to afford a consistent and stable tax treatment and full application of Section 56 (a) of Law No. 17319 as well as to provide tax stability as to all taxes and/or royalties established by the PROVINCE. Therefore, the PROVINCE agrees not to levy new taxes and/or royalties or to increase those existing as of the date of execution of these MINUTES OF AGREEMENT with

regard to the activities to be performed at the UHEC BPO and the UHEC BPE (either directly or indirectly, through changes to applicable rates or the taxable base or the form of calculation thereof, or by means of new interpretations or new criteria applied by the PROVINCE), or to levy new taxes and/or royalties in substitution for or that may supplement those in effect as of the date of execution of these MINUTES OF AGREEMENT. In the event of replacement of the turnover tax with other provincial tax, the PROVINCE agrees not to increase the tax burden existing prior to such substitution.

2.J. USE AND ENJOYMENT OF THE AREA : The PROVINCE shall use its best efforts to ensure that the CONCESSIONAIRES may use and quietly enjoy the AREA of the UHEC BPO and the UHEC BPE in furtherance of a regular development of hydrocarbon activities. Upon occurrence of any event that is beyond the CONCESSIONAIRES’ reasonable control preventing them to carry out their operation on a regular basis, the PARTIES shall discuss the taking of any such mitigation and/or facilitating actions as may enable performance of the obligations and potential suspension of the respective terms of these MINUTES OF AGREEMENT or the UHEC BPO or the UHEC BPE.

2.K. CONCESSIONAIRES’ CONTRIBUTIONS : The CONCESSIONAIRES shall only pay, in addition to any such commitments further undertaken herein, an Infrastructure Fee , for the UHEC BPO in the amount of UNITED STATES DOLLARS one million eight hundred and seventy-six thousand twenty-six (USD 1,876,026) and for the UHEC BPE in the amount of UNITED STATES DOLLARS nine hundred and twenty thousand two hundred and forty-eight (USD 920,248), which add up to UNITED STATES DOLLARS two million seven hundred and ninety-six thousand two hundred and seventy-four (USD 2,796,274). The Parties agree that the amount of UNITED STATES DOLLARS one million seven hundred and ninety-six thousand two hundred and seventy-four (USD 1,796,274) shall be payable within ten (10) business days of the effective date of the MINUTES OF AGREEMENT and the amount of UNITED STATES DOLLARS one million (USD 1,000,000) shall be payable on March 29, 2019.

2.L. CORPORATE SOCIAL RESPONSIBILITY : The CONCESSIONAIRES have offered cooperation with the PROVINCE by making contributions of resources on account of Corporate Social Responsibility. For such purposes, the CONCESSIONAIRES shall pay to the PROVINCE as Corporate Social Responsibility for the UHEC BPO the amount of UNITED STATES DOLLARS two million six hundred and forty thousand (USD 2,640,000) and for the UHEC BPE the amount of UNITED STATES DOLLARS one million two hundred and ninety-five thousand (USD 1,295,000), which amounts shall be payable in a lump sum within ten (10) business days of the effective date of the MINUTES OF AGREEMENT.

SECTION 3: ENVIRONMENT.

These MINUTES OF AGREEMENT are subject to National Laws No. 17319, 26197,27007 as amended, and their implementing decrees and applicable resolutions governing hydrocarbon activities, and all environmental laws and regulations, including National Laws No. 25,675 -General Environmental Law-; 25841 on adhesion to the MERCOSUR’s Master Environmental Agreement, which adheres to the International Conference on Environment and Development held at Rio de Janeiro in 1992; 24051, on Hazardous Wastes; 25612 on Comprehensive Industrial Waste Management; 25670, on Minimum Requirements for PBC Management and Disposal; 25688 on Environmental Water Management Regime, and Provincial Laws 899; 1875; 2205; 2175; 2183 and 2600, as amended, their implementing decrees and applicable resolutions governing the preservation of the environment and the respective enforcement authorities, who retain all authority and powers conferred under such laws and regulations, and they are subject to inspection, control, reporting requirements, resolutions and sanctions imposed thereby under such laws and regulations.

SECTION 4: INFORMATION TO BE PROVIDED TO THE ENFORCEMENT AUTHORITY.

For the term of these MINUTES OF AGREEMENT, the CONCESSIONAIRES shall deliver to the Enforcement Authority, as and when required, technical documents, information and schedules, as set forth in national and provincial laws and regulations in effect.

SECTION 5: CURRENCY AND FORM OF PAYMENT

Payments set forth in Section 2 (2.F, 2.K and 2.L) of these Minutes of Agreement denominated in US Dollars shall be made in Argentine Pesos at the offer exchange rate posted by Banco de la Nación Argentina as of the close of business on the third business day prior to the date of payment and transfer thereof shall be made to the Checking Account held with Banco de la Provincia del Neuquén S.A. No. 100/21 – PCIA DEL NQN – ADMINISTRACIÓN CENTRAL, CBU 09700222-11000001000212, held by Provincia del Neuquén (CUIT 30-99906894-0).

Payment of the Stamp Tax set forth in Section 2.H of these Minutes of Agreement shall be transferred to the Checking Account held with Banco Provincia del Neuquén S.A. – DPR IMP AL SELLO, CBU 09700222-11000001050262, held by Ministerio de Economía de la Provincia del Neuquén (CUIT 30-70751909-2).

The Hydrocarbon Royalties shall be paid in accordance with the provisions of Section 2.G of these Minutes of Agreement and payment thereof shall be transferred to the Checking Account held with Banco de la Provincia del Neuquén S.A. No. 100/21 – PCIA DEL NQN -ADMINISTRACIÓN CENTRAL, CBU 09700222-11000001000212, held by Provincia del Neuquén (CUIT 30-99906894-0) and/or the account(s) designated from time to time by the General Office of Royalties ( Dirección General de Regalías ) of the Provincie of Neuquén.

SECTION 6: EFFECTIVE TERM OF THE MINUTES OF AGREEMENT AND THE UHEC.

The representatives of the CONCESSIONAIRES execute these MINUTES OF AGREEMENT with sufficient powers for these purposes. On the other hand, the representative of the PROVINCE executes these MINUTES OF AGREEMENT subject to approval from the Executive Branch of Government of the Province.

These MINUTES OF AGREEMENT shall be documented and become effective upon notice to the CONCESSIONAIRES of the Executive Order issued by the Executive Branch of Government of the Province whereby the MINUTES OF AGREEMENT are approved and the UHEC BPO and the UHEC BPE are awarded.

The UHEC BPO and the UHEC BPE shall become effective on the date of such Executive Order.

The PARTIES represent that the authorization for the assignment from the company Pampa Energía Sociedad Anónima, as holder of the Exploitation Concession over the area known as Bajada del Palo, of three point eighty-five percent (3.85%) of its interest in such Concession to the company Vista Oil & Gas Argentina Sociedad Anónima is pending; and they establish that until consummation thereof pursuant to delivery of the relevant deed to the PROVINCE is not notified by any sufficient means, these MINUTES OF AGREEMENT shall not be approved by the Executive Branch of Government of the Province.

If upon expiration of a ninety(90)-day term from execution hereof, the Executive Branch of Government of the Province fails to issue the Executive Order that approves the MINUTES OF AGREEMENT and awards the UHEC BPO and the UHEC BPE above, any of the PARTIES may terminate these MINUTES OF AGREEMENT upon notice to the other PARTY of its intention in such regard.

SECTION 7: EVENTS OF DEFAULT.

Events of default incurred by the CONCESSIONAIRES: Upon occurrence of an event of default, the provisions of Sections 80, 87 et seq. and related sections of Law 17319 shall apply.

The PARTIES expressly agree not to make any claims against each other for any damages or interest arising from failure to perform the obligations hereunder if caused by an act of God or a force majeure event. (Sections 1730 and 1733 of the Argentine Civil and Commercial Code).

SECTION 8: SUPPLEMENTARY PROVISIONS

a) Assignment. The rights and obligations established in these MINUTES OF AGREEMENT may be assigned in whole or in part by the CONCESSIONAIRES, upon obtaining Authorization from the Enforcement Authority and shall be then applicable to any assignee (and its successors) provided that an assignment of the exploitation concession is made pursuant to Section 72 of Law No. 17319.

b) Governing Law and Dispute Resolution. The laws of the Argentine Republic shall be the governing law hereof. Any disputes among the PARTIES arising from or in connection with the MINUTES OF AGREEMENT and/or the UHEC BPO and/or the UHEC BPE shall be settled by arbitration at law pursuant to the Arbitration Rules of the International Chamber of Commerce (ICC), before an arbitration panel consisting of three arbitrators designated in accordance with such rules.

The arbitration shall be conducted in Spanish language in the City of Buenos Aires. The arbitration award shall final and unappealable.

c) Amendment . These MINUTES OF AGREEMENT shall only be amended upon the express written consent of the Parties.

d) Liability . The CONCESSIONAIRES undertake their respective obligations to the extent of their interests held in the UHEC BPO and the UHEC BPE and on a joint basis. Upon occurrence of a full or partial breach of Section 2.K CONCESSIONAIRES’ CONTRIBUTIONS and 2.L. CORPORATE SOCIAL RESPONSIBILITY by any of the CONCESSIONAIRES, the PROVINCE, upon five (5) business days’ notice to the breaching CONCESSIONAIRE to cure the potential default, shall have a right to impose a fine on such breaching CONCESSIONAIRE equal to 10% (ten percent) per month on the unpaid amount due.

e) Costs . Each CONCESSIONAIRE shall pay its costs, expenses and taxes resulting from negotiation and performance of these MINUTES OF AGREEMENT.

The PARTIES have executed these minutes of agreement in three counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument, on the date and at the place first above written.

/s/

Province of Neuquén

/s/

Apco Oil & Gas S.A.U.

Gastón Remy

Attorney-in-Fact

/s/

Vista Oil & Gas Argentina S.A.

Gastón Remy

Attorney-in-Fact

EXHIBIT A

LOGO

Exhibit 10.6

MINUTES OF AGREEMENT

On June 11, 2009, in the city of Neuquén, a meeting was held on behalf of the Province of Neuquén by the members of the Technical Renegotiation Commission ( Comisión Ténica de Renegociación ) created pursuant to Executive Order No. 822/2008 and the Resolution issued by the Secretariat of Natural Resources No. 104/08, Messrs. Héctor Mendiberri, Juan Carlos Nayar, Alex Valdez, José Gabriel López and Ricardo Dardo Esquivel, domiciled at Rioja 229, City of Neuquén (hereinafter, the “PROVINCE”), party of the first part; and Petrolera Entre Lomas S.A. (hereinafter “PELSA”), herein represented by Messrs. Oscar Aníbal Vicente and José Pantano, domiciled at Bouchard 680 18 ^th Floor, City of Buenos Aires, Petrobras Energía S.A., herein represented by Mr. Marcelo Daniel Sampataro, domiciled at Maipú 1, 22 ^nd Floor, City of Buenos Aires and APCO Argentina Inc. (Argentine Branch) herein represented by Mr. Ernesto Alejandro Hermo, domiciled at Av. Libertador 498, 26 ^th Floor, City of Buenos Aires (hereinafter all of them jointly referred to as the “COMPANIES” and each a “COMPANY”), party of the second part, and collectively referred to as the “PARTIES”, and

WHEREAS on May 23, 2008, the Executive Branch of Government of the PROVINCE passed Executive Order No. 822/08 pursuant to which authorization was granted to the Secretariat of Natural Resources to issue a public call for bids to concessionaires for exploitation of hydrocarbon areas awarded by the Argentine Government, interested in being registered in the Provincial Register for Renegotiation of Hydrocarbons Areas’ Exploitation Concessions, pursuant to applicable national and provincial laws, and approval was granted for the Bidding Terms and Conditions of such public call for bids pursuant to National Laws No. 17,319, 23,696, 24,145 and 26,197, the executive orders issued by the National Executive Branch of Power 1,055/89, 1,212/89, 1,589/89, 1,285/92, 1,287/92, 1,291/94, 1,008/94 and the Administrative Resolution issued by the Chief of the Cabinet of Ministers of the National Executive Branch of Power No. 407/97, and other applicable national and provincial laws and regulations.

WHEREAS, on the other hand, and on this occasion the PROVINCE, pursuant to current hydrocarbon laws, in addition to administration of areas and concessions, is extending the exploitation concession terms for the national concessions referred to above for the purposes described below and mainly in order to secure higher revenues from gas and oil of its own, increase reserves and production and to improve investments in exploration, all in accordance with Laws No. 17,319, 25,145, 23,696 (and any rules and regulations thereunder), and 26,197, Section 6 of which provides as follows: “After enactment of this law, the Provinces, as Enforcement Authority, shall exercise the functions of a counterparty under exploration permits, concessions for exploitation and transportation of hydrocarbons subject to transfer, including the following powers, among other:

(I) to fully and independently engage in control and supervision over such permits and concessions, and over any other type of hydrocarbon exploration and/or exploitation contract awarded or approved by the National Government;

(II) to require performance of statutory and/or contract obligations as regards investments, rational exploitation of resources, information and payment of fees and royalties;

(III) to provide for the extension of statutory and/or contract terms; and

(IV) to impose the penalties under Law No. 17,319 and its regulations (fines, suspensions of registrations, forfeiture and any other sanction set forth in the bidding terms and conditions or the contracts.)”

The powers listed above do not restrict the other powers derived from the granting authority under Law No. 17,319 and its implementing regulations.

On August 5, 2008, the COMPANIES submitted to the PROVINCE a letter whereby they applied for registration in the Provincial Register for Renegotiation of the extension of the Exploitation Concessions described in SECTION 1 hereof and attached to such letter the documents and information set forth in Section 4.1 of Executive Order No. 822/2008.

On March 20, 2009 the PROVINCE notified to PELSA, in its capacity as operator of such Concessions the commencement of the negotiation period.

WHEREAS as a result of such process, it is the PARTIES’ intention to execute these MINUTES OF AGREEMENT subject to the following terms and conditions, pursuant to the powers granted by Provincial Law No. 2,615.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS

SECTION 1 : SUBJECT-MATTER

The PARTIES agree, pursuant to National Laws No. 17,319, 23,696, 24,145 and 26,197, Provincial Law No. 2,615; Executive Orders issued by the National Executive Branch of Power 1,055/89, 1,212/89, 1,589/89, 1,285/92, 1,287/92, 1,291/94, 1,008/94; Administrative Resolution issued by the Chief of the Cabinet of Ministers of the National Executive Branch of Power No. 407/97, and other national and provincial laws and regulations applicable to the subject-matter hereof, to engage in the renegotiation set forth in Executive Order No. 822/08 and thus extend the original term of the Exploitation Concessions the fields of which are located within the territory administered by the PROVINCE as described below, pursuant to Section 35 of Law No. 17,319, for a term of ten years as set forth below.

Entre Lomas, awarded pursuant to Executive Order No. 87/91 and Deed of Concession Award No. 64 executed by the Argentine General Notary Public’s Office on February 24, 1997, the current Concessionaire of which is PELSA, which was due to expire on January 21, 2016 and is extended until January 21, 2026.

Bajada del Palo, awarded pursuant to Executive Order No. 1769/90, Executive Order No. 263/92, the current Concessionaires of which are PELSA (73.15%), APCO Argentina Inc. Argentine Branch (23%) and Petrobras Energía S.A. (3.85%), as shown in Docket No. 3450-2068/07 of the Secretariat of Energy and Mining of the Province of Neuquén, which was due to expire on September 6, 2015 and is extended until September 6, 2025.

SECTION 2 : REPRESENTATIONS AND WARRANTIES

The COMPANIES hereby irrevocably represent and warrant to the PROVINCE that:

They will perform exploration works on any remaining exploration areas of the areas under concession held by them as listed in SECTION 1 and a comprehensive evaluation of all of their reservoirs in an effort to increase reserves such that an adequate level of production and horizon may be maintained based on the technical and economic feasibility of the reservoirs. In addition, for purposes of exploitation of their fields they shall use the best available technology, by making permanent and continued investments to maximize the extraction of resources, on terms of adequate profitability and financial viability, engaging in good practices for exploitation of the various reservoirs and taking care of, remediating and preserving the environment.

The unified name of COMPANIES is intended to express that each COMPANY acquires the rights and obligations hereunder solely with respect to their specific interest in the area covered by the exploitation concession held by it.

Taking into account that PELSA sells almost all of its production of crude oil to its majority shareholder Petrobras Energía SA, for purposes of calculation of the Extraordinary Income, PELSA shall be deemed to be an integrated company within the meaning of Law No. 2,615.

The PROVINCE hereby irrevocably represents and warrants to the COMPANIES that:

The COMPANIES shall be entitled to a quiet use and enjoyment of the exploitation and transportation concessions held by them for the whole term of the concession and any extension thereof, and the PROVINCE shall hold the COMPANIES harmless from and against any claim or action or decision or amendment to the laws that may have an adverse impact on or change the ownership regime governing the concession areas in the jurisdiction of the Province of Neuquén, and it further agrees to preserve the COMPANIES’ full rights in relation thereto. The PROVINCE has full powers to execute the Minutes of Agreement and perform its obligations hereunder.

The execution, delivery and performance of these Minutes of Agreement by the PROVINCE do not violate or contravene any applicable legal provisions (whatever the nature thereof may be, including, without limitation, federal, provincial and municipal laws and regulations), or any resolution, decision or ruling issued or entered by any national or provincial governmental and/or judicial authority. In particular, the PROVINCE represents and warrants that the extension of the concessions is governed by Laws No. 17,319 and 26,197 and that Section 95, 96 and 100 of the Constitution of the Province of Neuquén do not apply, based on the supremacy established by Article 31 of the Argentine Constitution.

There is no action, lawsuit, claim, complaint, audit, arbitration, investigation or proceedings of a civil, criminal, administrative, investigative nature or otherwise preventing the PROVINCE from executing the Minutes of Agreement.

SECTION 3 : CONDITIONS OF NEGOTIATION OF THE EXTENSION OF TERMS

The PARTIES, in relation to the extension of the exploitation concessions described in Section 1 hereof, agree as follows:

3.1

INITIAL PAYMENT: PELSA, as operator of the Concessions and on behalf of the COMPANIES, shall pay to the PROVINCE, or upon the PROVINCE’s order, to the Trusts or Trust Funds to be created by the PROVINCE, as an initial payment, the aggregate amounts set forth below, which shall be transferred to the accounts designated by the PROVINCE:

A) Account of fees for entry into the area (fee for concession renegotiation): the amount of United States Dollars six million nine hundred and seventy-one thousand six hundred and fifty-two (USD 6,971,652) to be used in financing infrastructure works, expenditures in development and production, touristic, cultural, sports, health, security, human promotion, neighborhood, rural, regional and environmental projects, alternative energies, housing improvement, land parceling developments with utilities, equipment and satisfaction of works and credits resulting from investments in production and regional and social promotion.

B) Account of development and promotion of Municipal Districts: the amount of United States Dollars one million six hundred and eighty-two thousand eight hundred and thirteen (USD 1,682,813) to be used in financing community promotion programs and development of municipal districts, works and equipment based on the allocation determined by the provincial laws, aimed at environmental remediation works, drinking water, effluent treatment, electrification, gas pipeline laying, road surfaces, urbanization, industrial parks and other purposes established by the law that approves these Minutes of Agreement.

C) Account for development and promotion of the province: the amount of United States Dollars two million five hundred and sixty-four thousand two hundred and eighty-five (USD 2,564,285), to be used in financing a Development Program to assure territorial integration and preservation of the environment, general wellbeing and prosperity. If required, these funds may be used in financing the intended purposes under item A).

Payments to these accounts shall be made in monthly installments at the offer exchange rate posted by Banco Nación Argentina prevailing as of the close of business on the third day prior to the date of payment on the following terms and conditions:

3.1.1

The first installment shall be paid within the first ten calendar days of the effective date of these Minutes of Agreement pursuant to Section 5 hereof, in the amount of United States Dollars five hundred and ninety thousand, four hundred and seventy-four (USD 590,474).

3.1.2

In and after July 2009, eighteen (18) equal and successive monthly installments shall paid within the first ten business days of each month in the amount of United States Dollars five hundred and ninety thousand, four hundred and sixty (USD 590,460) each.

3.1.3

For purposes of setting forth the payment obligations undertaken in this SECTION 3.1, within 72 hours of the effective date of these Minutes of Agreement (in accordance with the provisions of SECTION 5), PELSA, as operator of the Concessions and on behalf of the COMPANIES shall issue and deliver to the order of the PROVINCE nineteen (19) promissory notes as per the detail set forth in Exhibit IV. Each of such promissory notes shall be returned by the PROVINCE to PELSA, within five business days subsequent to the COMPANY’s performance of the obligation secured by them.

3.2

EXTRAORDINARY PRODUCTION FEE: The COMPANIES shall pay on a monthly basis in cash to the PROVINCE THREE PERCENT (3%) of the computable production of Crude Oil and Natural Gas from each of the exploitation concessions held by them, as listed in SECTION 1 hereof, valued in accordance with the provisions of Section 56(c), paragraph I, of Law No. 17,319, subject to the explanatory provisions herein, and subject to any such deductions and adjustments set forth in Executive Order No. 1671/69 issued by the National Executive Branch of Government and related regulations and resolutions issued by the Secretariat of Energy No. 155/92, 435/04, 188/93, 73/94 as amended and substituted.

Payment of the Extraordinary Fee shall accrue as from the month immediately succeeding the effective date of these Minutes of Agreement, and the due date for the advance payment shall be the 15 ^th day of the month immediately succeeding the month of settlement or the immediately succeeding business day, if such day is a non-business day. For the final declaration the due date shall be the 15 ^th day of the month immediately succeeding the month of settlement or the immediately succeeding business day, if such day is a non-business day. The offer exchange rate posted by Banco Nación Argentina prevailing as of the close of business on the third day prior to the date of the advance payment shall apply. In the event that there are any remaining balances in favor of the COMPANIES on account of Extraordinary Fee, they shall be deducted from future settlements.

Definitions

Price of Crude Oil : for each period, it means the weighted average price per volume of sales of Crude Oil ( medanito ) on the domestic and/or foreign market (net of export duties and/or any other tax that may change or replace it in the future) actually received by the COMPANIES in each case, or the current price in the domestic market for oil produced in the PROVINCE, in the event of transfer to oil refineries controlled by the COMPANIES in each case.

Price of Natural Gas : for each period, it means the weighted average price per volume of sales of natural gas produced by the COMPANIES in the PROVINCE to be sold on different domestic and/or foreign markets (net of export duties and/or any other tax that may change or replace it in the future) actually received, which encompasses, as of the date hereof and without limitation, the following segments: Residential, Commercial, CNG, Industries, Thermal Power Plants and other; pursuant to Resolution No. 599/07 issued by the Secretariat of Energy and any such sales as may be effected on the domestic market by any of the currently existing regulatory mechanisms, (Permanent Additional Injection) Resolution No. 659/07 issued by the Secretariat of Energy.

Transfer without Price : In the event that a COMPANY does not engage in any commercialization on the domestic market for hydrocarbons produced in the Province of Neuquén, the prices to be considered for such COMPANY for calculation of the EXTRAORDINARY PRODUCTION FEE shall be any such current prices for the month concerned in the Province of Neuquén for the hydrocarbons referred to above on the domestic market, taking into account, among other factors, the quality, calorific value, place of delivery and, in particular, for natural gas, the market segment to which such hydrocarbon is targeted (Industrial, Thermal Power Plants, CNG, etc.)

3.3

INVESTMENT COMMITMENT: The COMPANIES agree to execute a work plan in accordance with the standards laid down in SECTION 2.1, which shall include investments and expenditures for an aggregate amount in U.S. Dollars of TWO HUNDRED AND THIRTY-SIX MILLION SIX HUNDRED AND FORTY THOUSAND (USD 236,640,000) in the concession held by them and described in SECTION 1, as per the estimate of investments and expenditures detailed in Exhibit I attached to these Minutes of Agreement and made an integral part hereof. Such exhibit contains the investments and expenditures for exploitation of the fields forecast until the end of the extension of the exploitation concessions described in SECTION 1 of this document, further including a commitment to invest in the remaining exploration surface area (670.85 Km2) in the amount of United States Dollars FIFTY-SIX MILLION THREE HUNDRED AND EIGHTY THOUSAND (USD 56,380,000), provided that during the effective term of the concessions: a) they are no reversions in whole or in part, b) the remaining exploration surface area is not reduced due to an expansion and/or appearance of exploitation lots, as contemplated by Exhibit II, which is made an integral part hereof, in which case the relevant adjustments shall be made. Any particular events that may cause deviations from the amounts set forth above shall be reported to the Enforcement Authority for review and approval.

3.4

CONTROLS: Follow-up on the works, expenditures and investments to be made within the concessions identified in SECTION 1 shall be inspected and certified by the Enforcement Authority or other provincial authorities, where applicable, in accordance with the laws and regulations in force, which may require the formation of a work team comprised by the PARTIES so as to make the Enforcement Authority’s exercise of their powers more efficient.

3.5

COMPRE NEUQUINO : In the concessions held by COMPANIES, the COMPANIES shall give priority to the hiring of Labor, Suppliers and Services of Neuquén, for which Provincial Executive Order No. 270/00 establishes minimum requirements, in order to foster continued permanent employment in the oil industry and consolidate a competitive local and regional market, through the strengthening of small- and medium-sized companies based in Neuquén and oil enterprises derived from the privatization of YPF and a growing supply of products, goods and services, connecting the oil-related workers, producers, industrial and professional workers, merchants, companies engaged in works and services, of all trades located in the PROVINCE. Notwithstanding the foregoing, the COMPANIES shall be discharged from this obligation in the event that due to the specific nature and/or the characteristics of the works to be performed, the

hiring of Labor, Suppliers and Services of Neuquén is not feasible (for example, due to unavailability or failure to deliver within the terms required for the operation, the safety for people and the facilities, etc.) Likewise, this obligation shall not apply in any such events where the hiring of Labor, Suppliers and Services is more burdensome than it would be in other jurisdictions.

3.6

CORPORATE SOCIAL RESPONSIBILITY: PELSA, as operator of the Concessions and on behalf of the COMPANIES, shall donate to the Government of the Province of Neuquén on account of Corporate Social Responsibility for the term of the exploitation concessions the aggregate amount of United States Dollars one million two hundred and eighty-one thousand two hundred and fifty (USD 1,281,250) on its own behalf and at its own expense, to contribute in the sphere of the Government of the Province of Neuquén to development of education, environment, health, culture, science and research, alternative energies and community development, payable in tax years 2009 and 2010, in nineteen (19) monthly, equal and consecutive installments of United States Dollars sixty-seven thousand four hundred thirty-four (USD 67,434) each. The first installment shall be paid within the first ten calendar days of the effective date of these Minutes of Agreement pursuant to Section 5 hereof. In and after July 2009, each of the remaining installments shall be paid within the first ten business days of each month.

Upon request of the Government of the Province of Neuquén, the contributions shall be allocated to the Trusts or Trust Funds created by the Government of the Province of Neuquén for such purposes. In addition, the Government of the Province of Neuquén agrees to report on a regular basis to PELSA, as operator of the Concessions and on behalf of the COMPANIES, the use of the funds invested in the fields described above. The offer exchange rate posted by Banco Nación Argentina prevailing as of the close of business on the third business day prior to payment shall apply.

3.7

EXTRAORDINARY INCOME: The PARTIES agree to make additional adjustments to the percentage established for the Extraordinary Production Fee up to 3% for Crude Oil and/or up to 3% for Natural Gas, where extraordinary income conditions are established for Crude Oil and/or Natural Gas or due to an increase in the price actually received for the sale of Crude Oil and/or Natural Gas, in accordance with the following guidelines:

Crude Oil:

The additional adjustment due to an Extraordinary Income shall be made when the price for Crude Oil exceeds the values stated below:

The COMPANIES shall pay on a monthly basis in cash ONE PERCENT in addition to the Extraordinary Production Fee where the price of Crude Oil reaches or exceeds 78 USD/bbl and up to 83 USD/bbl, provided that the Price of Gas Oil exceeds 0.5546 USD/l.

The COMPANIES shall pay on a monthly basis in cash ONE POINT FIVE PERCENT in addition to the Extraordinary Production Fee, where the Price of Crude Oil exceeds 83 USD/bbl and up to 88 USD/bbl, provided that the Price of Gas Oil exceeds 0.5901 USD/l. This adjustment is not cumulative with such adjustment set forth in item a) above.

The COMPANIES shall pay on a monthly basis in cash TWO PERCENT in addition to the Extraordinary Production Fee, where the Price of Crude Oil exceeds 88 USD/bbl and up to 93 USD/bbl, provided that the Price of Gas Oil exceeds 0.6257 USD/l. This adjustment is not cumulative with such adjustment set forth in items a) and b) above.

The COMPANIES shall pay on a monthly basis in cash TWO POINT FIVE PERCENT in addition to the Extraordinary Production Fee, where the Price of Crude Oil exceeds 93 USD/bbl and up to 98 USD/bbl, provided that the Price of Gas Oil exceeds 0.6612 USD/l. This adjustment is not cumulative with such adjustment set forth in items a), b) and c) above.

The COMPANIES shall pay on a monthly basis in cash THREE PERCENT in addition to the Extraordinary Production Fee, where the Price of Crude Oil exceeds 98 USD/bbl, provided that the Price of Gas Oil exceeds 0.6967 USD/l. This adjustment is not cumulative with such adjustment set forth in items a), b), c) and d) above.

Definitions:

Price of Crude Oil : for each period, it means the weighted average price per volume of sales of Crude Oil ( medanito ) on the domestic and/or foreign market (net of export duties and/or any other tax that may change or replace it in the future) actually received by the COMPANIES in each case, or the current price on the domestic market for oil produced in the PROVINCE, in the event of transfer to oil refineries controlled by the COMPANIES in each case. As of the date hereof for the PROVINCE and for information purposes only, the Price of Crude Oil ( Medanito ) is 47 USD/bbl.

Transfer without Price : In the event that a COMPANY does not engage in any commercialization on the domestic market for crude oil produced in the Province of Neuquén, the prices to be considered for such COMPANY for calculation of the EXTRAORDINARY INCOME shall be any such current prices for the month concerned in the Province of Neuquén for such oil on the domestic market, taking into account, among other factors, the quality and place of delivery.

Price of Gas Oil : for each period, it means the Price before Taxes (PBT, net), i.e. the Retail price minus the Value Added Tax, Tax on Liquid Fuels and Natural Gas, Tax on Gas Oil, Turnover Tax and any such taxes as may replace them or which may be added in the future, freight and commissions, ultradiesel retail channel, or those that may replace them in the future, in the City of Buenos Aires at the gasoil selling point (gas station) in the last month, posted by the Argentine Secretariat of Energy or such authority as may replace it in the future, pursuant to the provisions of Resolution 606/03. To determine the PBT, net in Dollars, the offer exchange rate posted by Banco Nación Argentina prevailing on the last business day of the month concerned shall apply. The average Price of one liter of Gas Oil for July 2008 (posted by the Argentine Secretariat of Energy (http://energia.mecon.gov.ar/preciosplanta/consultaICLG.asp) is $ 1.0192 equivalent to USD 0.3341 per liter (exchange rate $ 3.05= 1 US Dollar).

Calculation of EXTRAORDINARY INCOME : The calculation shall be made on the basis of the computable production of Crude Oil from each of the exploitation concessions described in SECTION 1 hereof, valued at the Price of Crude Oil (as defined in this Section 3.7), subject to any deductions and adjustments prescribed by Executive Order No. 1671/69 and related sections, and the provisions of Resolutions No. 155/92, 435/04 issued by the Secretariat of Energy as amended and substituted.

Payment of the Extraordinary Income for Crude Oil shall accrue from and including the month in which the conditions set forth in this Section 3.7 are met and the due dates for the advance payment shall be the 15 ^th day of the month immediately succeeding the month of settlement or the immediately succeeding business day, if such day is a non-business day. For the final declaration the due date shall be the 15 ^th day of the month immediately succeeding the month of settlement or the immediately succeeding business day, if such day is a non-business day. The offer exchange rate posted by Banco Nación Argentina prevailing as of the close of business on the third day prior to the date of the advance payment shall apply. In the event that there are any remaining balances in favor of any of the COMPANIES on account of Extraordinary Income, they shall be deducted from future settlements.

If in any subsequent month(s), the conditions of extraordinary income are not met, the payment set forth in the foregoing paragraph shall not apply.

Natural Gas

The additional adjustment for an Extraordinary Income shall be made when the Price of Natural Gas produced by the COMPANIES in the PROVINCE reaches a certain percentage of the import price of natural gas from Bolivia (as reported by and/or requested from the Argentine Secretariat of Energy and/or ENARSA) in accordance with the following methodology:

The monthly arithmetic average of the import price of natural gas from Bolivia shall be considered as a reference price for the same month of production as the month of settlement of royalties.

An Extraordinary Income shall be deemed to exist where the weighted average price of Natural Gas (Price of Natural Gas) reaches a certain percentage of the price of natural gas imported from Bolivia as set forth below and provided that its results from in increase in the selling price of Natural Gas in the month of production and not due to a fall in the import price of natural gas from Bolivia (with respect to the initial value for the quarter July-September 2008 equal to 9.0269 USD/MMBTU provided by ENARSA). In view of the specific characteristics of the gas market, the comparison above shall be made on the fist days of the month immediately succeeding the month of production as described below:

If the selling price actually received by each COMPANY exceeds 60% and up to 65% of the price of natural gas imported from Bolivia in the relevant month, ONE PERCENT shall be added as Extraordinary Income to the Extraordinary Production Fee.

If the selling price actually received by each COMPANY exceeds 65% and up to 70% of the price of natural gas imported from Bolivia in the relevant month, ONE POINT FIVE PERCENT shall be added as Extraordinary Income to the Extraordinary Production Fee. This adjustment is not cumulative with such adjustment set forth in item 1) above.

If the selling price actually received by each COMPANY exceeds 70% and up to 75% of the price of natural gas imported from Bolivia in the relevant month, TWO PERCENT shall be added as Extraordinary Income to the Extraordinary Production Fee. This adjustment is not cumulative with such adjustment set forth in items 1) and 2) above.

If the selling price actually received by each COMPANY exceeds 75% and up to 80% of the price of natural gas imported from Bolivia in the relevant month, TWO POINT FIVE PERCENT shall be added as Extraordinary Income to the Extraordinary Production Fee. This adjustment is not cumulative with such adjustment set forth in items 1), 2) and 3) above.

If the selling price actually received by each COMPANY exceeds 80% of the price of natural gas imported from Bolivia in the relevant month, THREE PERCENT shall be added as Extraordinary Income to the Extraordinary Production Fee. This adjustment is not cumulative with such adjustment set forth in items 1), 2), 3) and 4) above

Definitions

Price of Natural Gas : for each period, it means the weighted average price per volume of sales of natural gas produced by the COMPANIES in the concessions held by them, in the PROVINCE to be sold on different domestic and/or foreign markets (net of export duties and/or any other tax that may change or replace it in the future) actually received by the COMPANIES, which encompasses, as of the date hereof and without limitation, the following segments: Residential, Commercial, CNG, Industries, Thermal Power Plants and other; pursuant to Resolution No. 599/07 issued by the Secretariat of Energy and any such sales as may be effected on the domestic market by any of the currently existing regulatory mechanisms, (Permanent Additional Injection) Resolution No. 659/07 issued by the Secretariat of Energy.

Transfer without Price : In the event that a COMPANY does not engage in any commercialization on the domestic market for hydrocarbons produced in the Province of Neuquén, the prices to be considered for such COMPANY for calculation of the Extraordinary Income shall be any such current prices for the month concerned in the Province of Neuquén for such natural gas on the domestic market, taking into account, among other factors, the calorific value, place of delivery and the market segment to which such natural gas is targeted (Industrial, Thermal Power Plants, CNG, etc.)

Calculation of EXTRAORDINARY INCOME : The calculation shall be made on the basis of the computable production of Natural Gas from each of the exploitation concessions described in SECTION 1 hereof, valued at the Price of Natural Gas (of this Section 3.7), subject to any deductions relating to freight, compression and other deductions prescribed by Executive Order No. 1671/69 issued by the National Executive Branch of Government and related sections, and the provisions of Resolutions No. 188/93, 73/94 issued by the Secretariat of Energy, as amended and substituted.

Payment of the Extraordinary Income for Natural Gas shall accrue from and including the month in which the conditions set forth in this Section 3.7 are met and the due dates for the final declaration shall be the 15 ^th day of the month immediately succeeding the month of settlement or the immediately succeeding business day, if such day is a non-business day. The offer exchange rate posted by Banco Nación Argentina prevailing as of the close of business on the third day prior to the date of payment shall apply. In the event that there are any remaining balances in favor of any of the COMPANIES on account of Extraordinary Income, they shall be deducted from future settlements.

If in any subsequent month(s), the conditions of extraordinary income are not met, the payment set forth in the foregoing paragraph shall not apply.

3.8

ENVIRONMENT: As to the concessions held by the COMPANIES and described in SECTION 1, the COMPANIES shall remediate any environmental impacts in accordance with the remediation plans and the performance schedule set forth in Exhibit III, which is made an integral part hereof, excluding those resulting from any exploitation activities carried out prior to the award of the respective concessions and the privatization set forth in Laws No. 23,696 and 24,145 and supplementary rules and regulations and any other rules thereunder. Accordingly, the COMPANIES agree to continue implementing good operating practices to minimize and remediate any potential environmental impacts related to hydrocarbon activities.

A commission shall be created and comprised by PELSA as operator of such Concessions on behalf of the COMPANIES, and the Secretariat of Natural Resources of the Province, which shall monitor within two years the existence of other potential environmental impacts related to the hydrocarbon activity, such as abandonment of wells, locations, surface facilities, activities in quarries, ducts, fertile soil, subsoil and otherwise.

3.9

REVERSION OF SUPPLEMENTARY EXPLORATION SURFACE AREAS: Without prejudice to the COMPANIES’ right to revert in whole or in part supplementary exploration surface areas, the PARTIES ratify the current boundaries and surface areas of the Concessions that are the subject-matter hereof, based on the investment commitments undertaken by the COMPANIES pursuant to these Minutes of Agreement and in view of the COMPANIES’ geological expertise making it the best available option to perform supplementary exploration works in the different exploitation concessions.

3.10

FEE FOR INDUSTRIAL USE OF PUBLIC WATER: PELSA, as operator of the concessions referred to in SECTION 1 and on behalf of the COMPANIES, pays the relevant fee for use of industrial water.

3.11

AGGREGATE EXTRACTION: PELSA purchases from third parties the sand and gravel used in its operation, provided, however, that it shall pay to the PROVINCE for extraction of sand and gravel from public lands that may be used in the future.

3.12

The commitments undertaken by the COMPANIES under this SECTION 3 are conditional upon the non-increase in hydrocarbon royalties, either directly or indirectly, which are currently set forth in Law No. 17,319. Therefore, if any percentage increase in royalties occurs in the future, the Extraordinary Production Fee and/or the Extraordinary Income shall be reduced to the extent of such increase.

3.13

NATURAL GAS PRODUCTION QUOTAS: The Companies may make available to industrial companies and/or to new electric power generation projects located in the Province a natural gas quota of up to five percent (5%) per day out of the availability for sale to the market of the Concessions under Section 1, to be sold by the Companies, in accordance with the energy and provincial development guidelines, subject to the following conditions:

The disposal of such quota shall not cause any financial damage to the Companies for any reason whatsoever, and such quota may be discounted from the commitments allocated to the Companies under Resolution No. 599/07 issued by the Argentine Secretariat of Energy, Resolution SE No. 659/04, and/or those that may amend, replace or substitute them in the future;

ii.

Such quota shall be commercialized in the provincial territory directly to companies or entities capable of receiving such gas on technical and operating terms consistent with current rules and regulations and provided that performance of others is not affected or prevented.

iii.

The commercial conditions on price and payments shall be on an arm’s length basis;

iv.

No existing or future federal, provincial or regulatory express rules and/or instructions and/or directives of a general, particular scope or otherwise, with an impact on gas production, commercialization, distribution or transportation shall be violated or contravened.

This representation shall be limited to the term of 3 (three) years subject to extension upon agreement of the Companies and the Province from the date of execution of these Minutes of Agreement;

vi.

Conveyance of title and risk shall take place at the location customarily used to commercialize the production of gas;

vii.

This commitment shall be subject to a condition subsequent, which shall operate in the event that the Province requires payment of royalties in kind.

SECTION 4 : INFORMATION TO BE PROVIDED TO THE ENFORCEMENT AUTHORITY

For the term of these Minutes of Agreement, the COMPANIES shall deliver to the Enforcement Authority, as and when required, technical documents, information and schedules, as set forth in national and provincial laws and regulations in effect.

SECTION 5 : EFFECTIVE TERM

The Technical Renegotiation Commission executes these presents subject to approval from the Secretariat of Natural Resources. Upon ratification hereof by the Secretariat of Natural Resources, these presents shall be referred to the Executive Branch of Power of the Province for approval in accordance with applicable laws and regulations. The Minutes of Agreement shall be formalized

and become effective on the date that the COMPANIES are given sufficient notice hereof. If the approvals referred to above are not obtained by July 31, 2009, these Minutes of Agreement shall be ineffective as between the PARTIES, without any liability on the part of either of them. It is further set forth that these Minutes of Agreement may only be amended upon the prior express and written consent of both PARTIES.

SECTION 6 : STAMP TAX

For purposes of calculation of the stamp tax, the taxable base of these Minutes of Agreement shall be amount of United States Dollars eleven million two hundred and eighteen thousand seven hundred and fifty-four (USD 11,218,754). Pursuant to Section 232 of the Tax Code, the documents listed in SECTION 3 (subsection 3.1.3), any instrument ratifying these presents and any other taxable event that may be interpreted from this instrument shall be exempt.

SECTION 7 : EVENTS OF DEFAULT

7.1 Events of default incurred by the COMPANIES in relation to the concessions held by them and described in SECTION 1

In the event of repeated, material and unjustified breaches of the obligations under 3.1, 3.2, 3.3, 3.6 and 3.7 of these Minutes of Agreement, such breaches shall give rise to termination of the extensions of terms agreed upon hereunder for the concession concerned, in accordance with the provisions of Sections 80, 87 and related sections of Law No. 17,319. Prior to the declaration of termination, the PROVINCE shall give notice to the COMPANY in question to cure any potential breaches within a reasonable period of time. The penalties set forth in such sections shall be imposed by the provincial enforcement authority. With regard to the other obligations and commitments undertaken by the COMPANIES under these Minutes of Agreement, the imposition of the penalties referred to above shall not apply but performance thereof may be enforced by applicable administrative or judicial proceedings.

7.2 Events of default incurred by the PROVINCE

If any representation or warranty made by the PROVINCE under SECTION 2 of these Minutes of Agreement is or may be inaccurate thus affecting the terms and conditions and/or the effective term of these Minutes of Agreement, or if the PROVINCE incurs in a material and unjustified breach of any of the obligations undertaken by it under these Minutes of Agreement, the relevant COMPANY shall give notice of such breach to the PROVINCE for it to cure it within a reasonable period of time. If any such breach is not cured within such reasonable period of time, all amounts paid by such COMPANY under the provisions of the Minutes of Agreement (including, without limitation, the Initial Payment to the PROVINCE, payment of the Extraordinary Production Fees and other items of the consideration undertaken by such COMPANY under these Minutes of Agreement) plus any applicable interest and damages (including, without limitation, unamortized

investments), shall be immediately returned by the PROVINCE to such COMPANY, in the equivalent US Dollar amount. In addition, in any such event the Minutes of Agreement shall be deemed to be terminated as to such COMPANY for the Concession held by it as applicable on a retroactive basis as of the date of execution by it, and all rights and obligations of such COMPANY shall be restored to the condition existing prior to execution of the Minutes of Agreement, in accordance with the original terms and conditions under which the respective Exploitation Concession was awarded to the COMPANY.

SECTION 8 : GOVERNING LAW. DISPUTE RESOLUTION

8.1 This Agreement shall be governed and construed in accordance with the laws of the Argentine Republic.

8.2 Any dispute arising from or in connection with the interpretation, effectiveness and/or validity of these Minutes of Agreement, except for the payments set forth in SECTIONS 3.1 and 3.6 shall be settled by arbitration on an exclusive and unappealable basis at the request of any of the Parties.

8.3 The arbitration shall begin upon notice from one Party to the other of its intention to submit the dispute to arbitration, which notice shall designate one arbitrator. The notified Party shall answer within ten (10) business days and designate, in turn, another arbitrator. If one Party fails to designate the arbitrator it is entitled to appoint in due time, such arbitrator shall be designated in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC).

The arbitrators so designated shall appoint a third arbitrator. If the two (2) arbitrators designated by the Parties fail to agree on such appointment within ten (10) business days of the appointment of the second arbitrator, the third arbitrator shall be appointed in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC).

The arbitrators shall have renowned experience and be qualified in technical matters related to exploration, development, exploitation and commercialization of hydrocarbons.

Upon appointment of the arbitrators, the PARTIES shall execute an Arbitration Agreement which shall provide for the following, among other matters:

(1)

The issues to be submitted to arbitration.

(2)

Unless otherwise agreed upon, the arbitration shall be conducted in the City of Neuquén in Spanish language.

(3)

The procedure shall be such procedure established in the Arbitration Rules of the International Chamber of Commerce (ICC).

(4)

Any procedural aspect not otherwise set forth in the rules referred to above shall be resolved pursuant to the laws of the place of arbitration.

(5)

The award entered by the arbitrators shall unappealable, final and binding on the PARTIES, and the PARTIES waive any appeal and/or action pursuant to Section 760 of the Argentine Code of Civil and Commercial Procedure.

(6)

Interest shall accrue on the arbitration award from the date of breach of the Agreement until the date of actual payment, as determined therein.

(7)

The award shall be acknowledged and enforceable in any jurisdiction applicable to the obligor Party or its assets.

The Arbitration Agreement shall be executed within thirty (30) days subsequent to the appointment of the arbitrators and in the event that no agreement is reached, such agreement shall be determined by the President of the International Chamber of Commerce.

SECTION 9 : MISCELLANEOUS

These Minutes of Agreement and its Exhibits establish all rights and obligations of the PARTIES and contain the entire, single and final agreement between the PARTIES with respect to the subject-matter hereof. Therefore, the terms hereof shall prevail over any other agreement and/or rule prior to execution of these Minutes of Agreement in relation to the subject-matter hereof.

In connection with Section 4.2.1 of Annex I to Executive Order No. 822/2008, the PARTIES agree that the case law of the Argentine Supreme Court of Justice derived from the rulings “Petrolera Pérez Companc S.A. v. Province of Neuquén, Declaratory action (Case No. P. 502 XXXV), “Shell Compañía Argentina de Petróleo S.A. v. Province of Neuquén, Action for unconstitutionality” (Case No. S. 1077 XXXVI), “Transportadora de Gas del Sur S.A. v. Province of Santa Cruz, Action for Declaration of Certainty” (Case No. T. 352 XXXV), “Yacimientos Petrolíferos Fiscales S.A. v. Province of Tierra del Fuego, Action for Declaration of Unconstitutionality” (Case No. Y. 16 XXXIV).

Except for the express provisions of these Minutes of Agreement, none of the terms shall be interpreted as a waiver of or amendment to the rights of the COMPANIES as Concessionaires and the Province as Grantor, respectively, pursuant to National Laws No. 17,319, 23,696, 24,145 and 26,197, the Executive Orders issued by the National Executive Branch of Government No. 1,055/89, 1,212/89, 1,589/89, 1,285/92, 1,287/92, 1,291/94 and 1,008/94 and the Administrative Resolution issued by the Chief of the Cabinet of Ministers of the National Executive Branch of Power No. 407/97. It is expressly set forth that the purpose of these Minutes of Agreement is to engage in renegotiation as set forth in Executive Order No. 822/08 and Provincial Law No. 2,615, and therefore to extend the terms of the concessions set forth in SECTION 1 hereof pursuant to Section 35 of Law No. 17,319, for which reason there is no novation of rights or obligations.

Any reference to laws, executive orders and/or resolutions made in these Minutes of Agreement shall include any rules and regulations that may replace them in the future, except that any such rules and regulations provide for a material change in the financial and economic equation on which the commitments undertaken by the COMPANIES are based.

The conditions agreed upon by the PROVINCE under this document with the COMPANIES have taken into consideration the particular technical, geological and economic features of exploitation of the concessions listed in SECTION 1.

The Parties shall negotiate the Extraordinary Fee and the Extraordinary Income in the event that new provincial taxes are imposed subsequent to the effective date of these Minutes of Agreement, if any such new tax may change the economic equation of the COMPANIES as to is business in the Province of Neuquén.

It is established that the commitments undertaken by the COMPANIES under these Minutes of Agreement are made upon reliance on compliance with the provisions of Section 56(a) of Law No. 17,319.

All sums of money required to be paid by the COMPANIES hereunder shall be paid in Pesos at the exchange rate established in each case, to the accounts designated by the Province within the Argentine Republic.

The PARTIES have executed these Minutes of Agreement in four counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument, at the place and on the date first above written.

/s/ E. HERMO

E. HERMO

APCO ARG. INC.

/s/ Oscar A Vicente

Oscar A Vicente

/s/ Jose Pantano

Jose Pantano

/s/

/s/ José Gabriel López

José Gabriel López

/s/ Ricardo D. Esquivel

Ricardo D. Esquivel

/s/ A Valdez

A Valdez

EXHIBIT I

Estimate of the Plan of cumulative investments and expenditures in concession extension areas and the relevant areas remaining in the Province of Neuquén.

Values in the table stated in cumulative Million dollars

Total Exhibit I


Three-year period	Investments in Remaining Exploration Surface Areas		Total Investments and Expenditures		Total
@ Dec 2011		10.06		40.08		50.14
@ Dec 2014		20.13		84.77		104.90
@ Dec 2017		30.19		123.11		153.30
@ Dec 2020		40.25		144.64		184.89
@ Dec 2023		50.31		165.05		215.36
@ Dec 2025		56.38		180.26		236.64
Total (2008 to 2025)		56.38		180.26		236.64

The reported amount shall be used in exploration works and development of oil and natural gas reserves, transportation of hydrocarbons, construction of production, conditioning, separation and transportation facilities and any such other activities that promote extraction of hydrocarbons, operation and maintenance of facilities, environmental remediation and preservation and those directly related to hydrocarbon activities. Such schedule includes expenditures made by the COMPANIES as from September 1, 2008.

EXHIBIT II

INVESTMENTS IN EXPLORATION IN THE CONCESSION

Section 1 Payment of the option fee for retention of the remaining concession surface area (Executive Order No. 820/98) is not a condition sufficient to retain it, without the making of exploration investments.

Section 2 Pursuant to the provisions of Exhibit I, all years from 2009 until the end of the concession, including the extension period, the concessionaire shall invest in exploration an amount of no less than a work unit (WU) per Km2 of the remaining surface area. The Enforcement Authority (EA) shall determine at the request of the concessionaire, if applicable, inclusion of investments of the last four-month period in 2008.

Section 3 Each WU is equivalent to 5,000 United States Dollars, which amount shall be updated by the Argentine Secretariat of Energy.

Section 4 If the work units for works performed in a year are higher than required, they may be carried forward up to 5 years in the future and shall be adjusted in the event that the update set forth in Section 3 takes place.

Section 5 If the concessionaire is unable to honor the investment commitment for the current year, it shall submit to the EA a monetary guarantee and it may then carry forward its obligations up to a cumulative term of five years. Upon expiration of the warranted term, the EA may enforce the obligation so undertaken.

Section 6 If the concessionaire fails to perform as established in this Exhibit, it shall have its rights over the remaining exploration surface area forfeited, and such surface area shall revert to the Provincial Government.

Section 7 The following works shall be acknowledged as WU: geological, geophysical, exploratory wells and high-risk advanced works and any such other new works performed, excluding any type of reinterpretations, which shall be submitted to the EA for approval.

Section 8 Where exploration works are performed within the exploitation lot of the concession, the EA shall acknowledge them, if applicable, as work units within the remaining exploration surface area; the same criteria shall be observed for works that due to their approach or level of risk in the development of the field justify acceptance (for example, if horizon exploration works are performed at a depth greater than those currently in production within the exploitation lot, the EA shall acknowledge them as work units within the remaining exploration surface area).

Section 9 The concessionaire may group its concessions, upon notice to the EA, in order to exchange the WUs between them, where ono of them cannot have exploratory works, but its obligation to make the investments for the amounts of the WU to be performed therein shall remain in effect.

Section 10 The investments and works to be performed within the concession shall be inspected and certified by the EA, for which purposes it may require, if there is any remaining surface area, the formation of a work team comprised by its personnel and the operator/concessionaire. A WU per month shall be allocated for such purposes, the amount of which shall be managed by the operator and/or concessionaire to cover any type of expenses and fees incurred in furtherance of the purpose so pursued. The total amount may be presented as an annual investment in exploration.

Section 11 The concessionaire shall have a right to revert the supplementary exploration surface areas of the concessions in whole or in part.

Valuation of Work Units

Geophysical Works


Type of Work	WU Equivalence
2D Seismic Recording (km)		1
2D Seismic Reprocessing (km)		0.05
3D Seismic Recording (km2)		4
3D Seismic Reprocessing (Km2)		0.1
2D Special Processing (AVO, inversion) (Km2)		0.2
3D Special Processing (AVO, inversion) (Km2)		0.5
Surface Geochemistry (sample)		0.1
Land Magnetometry/Gravimetry (km2)		0.06
Land Magnetometry/Gravimetry (Linear km)		0.06

Exploration Wells


Well Depth (meters)	Equivalence (WU)
500		100
1000		220
2000		340
3000		850
4000		1200
5000		2000
6000		3000

For calculation of the WUs between two depths a linear projection shall be used between two succeeding depths, for example, between 500 and 1000 meters or between 3000 and 4000 meters, etc.

EXHIBIT III

ENTRE LOMAS AREA

Identification

Location

Date of
Occurrence

Coordinates

Magnitude

Comments

Quantity

Unit

Storage of petroleum Sludge

N/A

37º 53’ 58.8”

LS -68º 25’
34.6” LO

1700

(1)

Abandonment of well

EC-9

N/A

37º 54’ 25.8”
LS -68º 24’
18.0” LO

Abandonment of well

EL-6G

N/A

38º 00’ 41.1”
LS -68º 16’
57.5” LO

Old quarries

LO-10

1971

37º 56’ 49.7”
LS -68º 23’
28.7” LO

0.5

Ha.

(4)

Old quarries

EL-40

1981

37º 58’ 16.8”
LS -68º 22’
29.8” LO

Ha.

(2) (4)

BAJADA DEL PALO AREA

Identification

Location

Date of
Occurrence

Coordinates

Magnitude

Comments

Quantity

Unit

Storage of petroleum sludge

ABP

N/A

38° 13’ 03.9”
LS -68° 30’
59.8” LO

200

Old quarries

BMo-5

1984

38° 12’ 39.2”
LS -68° 30’
58.9” LO

0.7

ha.

(3)

Old quarries

BMo-6

1984

38° 14’ 14.7”
LS -68° 31’
57.3” LO

0.5

ha.

(3)

Old quarries

BMo-8

1984

38° 13’ 42.3”
LS -68° 31’
54.1” LO

ha.

(3)

Old quarries

BMo-9

1985

38° 13’ 34.9”
LS -68° 31’
03.8“ LO

0.5

ha.

(3)

Old quarries

BMo-14

1985

38º 13’ 38.8”
LS -68° 30’
05.6” LO

0.3

ha.

(3)

Old quarries

MM-3

1984

38° 13’ 34.5”
LS -68º 35’
52.6” LO

0.2

ha.

(3)

Old quarries

Gas Pipeline
zone MM

N/A

38° 13’ 27.1”
LS -68° 33’
48.9” LO

0.4

ha.

(3)

Old quarries

Opazo (Ruta
Prov. N°8)

N/A

38° 11’ 11.7”
’LS -68° 22’
08.6” LO

0.3

ha.

(4)

Old quarries

Opazo (Bajada
Camino PSN)

N/A

38° 12’
24.2’’ LS
-68° 26’
41.5” LO

0.5

ha.

(4)

Old quarries

Tanuz (Ruta
Prov. N°8)

N/A

38° 11’
09.6’’ LS
-68° 21’
55.8” LO

0.4

ha.

(4)

Old quarries

PSN-1

1985

38° 12’ 22.8”
LS -68° 25’
25.2” LO

0.3

ha.

(3)

Old quarries

Recinto

1984

38° 13’ 02.1”
LS -68° 30’
50.8” LO

1.5

ha.

(3)

(1)	Currently under remediation works.

(2)	Partially existing quarry pursuant to Section 3.8

(3)	Pre-existing quarry pursuant to Section 3.8

(4)	Quarry under private ownership

ENVIRONMENTAL IMPACT REMEDIATION PLAN

2009

2010

2011

+2011

1 ^st
Half

2 ^nd
Half

1 ^st
Half

2 ^nd
Half

1 ^st
Half

2 ^nd
Half

Petroleum Sludge Treatment at Recinto EL 1

Petroleum Sludge Treatment at Recinto EC

Quarry Remediation Study. EIS. Environmental Permit

Quarry Conditioning

Leveling of Quarries with remediated material

EC-9 Well Abandonment

EL-6G Well Abandonment

EXHIBIT IV

PROMISSORY NOTES

The due date of the promissory notes set forth in Section 3.1.3 shall be same as such of the installments secured by them.

Exhibit 10.7

RENEGOTIATION AGREEMENT

In the City of Cipolletti, on December 9, 2014 a meeting, was held by the Province of Río Negro, represented by the Secretary of Energy, Eng. Néstor Marcelo Echegoyen, with domicile established at España 316, 1st floor, in the City of Cipolletti, in its capacity as Enforcement Authority of Law No. 4818, hereinafter the PROVINCE, party of the first part; and by the company Petrolera Entre Lomas S.A., represented by the attorneys-in-fact, Mr. Mario Alejandro Brarda and Mr. Rubén Nicolás Kondratzky, with domicile established at Mengelle 59, 5 ^th Floor, Office 1, hereinafter CONCESSIONAIRE, party of the second part, and together with the PROVINCE, jointly referred to as the PARTIES. The Parties agree to enter into the Agreement set forth hereinbelow:

WHEREAS: On March 7, 2013, the Executive Branch of Government of the Province, by virtue of Executive Order No. 230/13 created the Provincial Register for Renegotiation of Hydrocarbons Areas’ Exploitation Concessions ( Registro Provincial de Renegotiation de Concesiones de Explotación de Areas Hidrocarburíferas ) and launched a Call for Bids for Hydrocarbons Areas’ Exploitation Concessionaire Companies of the Province of Río Negro granted by the National Government, interested in renegotiating their concessions, within the framework of effective national and provincial laws, and in compliance with the terms set forth under Provincial Law No. 4818 whereby the Bidding Terms and Conditions applicable to such call for bids were approved. The foregoing procedure was conducted within the framework of National Laws No. 17,319, 23,696, 24,145 and 26,197, Provincial Law Q 4,296, Executive Orders issued by the National Executive Branch of Government No. 1055/89, 1212/89, and other effective national and provincial laws applicable. Furthermore, the ENFORCEMENT AUTHORITY was authorized to perform the call for bids’ process and renegotiation of concessions.

In this case, within the framework of the effective hydrocarbons’ laws, in addition to the administration of Areas and concessions, the PROVINCE renegotiates the conditions for exploitation of the above-referred concessions, for the purpose of increasing hydrocarbons’ reserves and production; and to improve exploration investment conditions, due to the proper characteristics of works requiring technical and financial capacity according to the obligations derived from the activity. The foregoing procedure is conducted within the framework of Laws No. 17,319, 24,145, 23,696 and Provincial Law Q 4,296 and regulations derived therefrom; and, in particular, National Law 26,197 which Section 6 provides that the Provinces, as Enforcement Authorities, are empowered to provide for the extension of legal and/or contractual terms, among other powers.

On May 2, 2013, Petrolera Entre Lomas S.A. filed a note with the PROVINCE whereby it applied for registration with the Provincial Register for Renegotiation of Hydrocarbons Areas’ Exploitation Concessions and attached the documents required under the Bidding Terms and Conditions.

Subsequently, the Enforcement Authority gave notice to Petrolera Entre Lomas S.A. about beginning of the negotiation term by means of Note SE No. 131/ 13 dated October 15, 2013.

As a result, and within the terms set forth by Provincial Law No. 4818, the PARTIES reached an agreement and such agreement was established under the relevant Minutes of the Meeting held on December 5, 2014. Such Minutes served as basis for preparation hereof.

Thus, it is the intention of the PARTIES to enter into this AGREEMENT, which shall be governed by the terms and conditions set forth hereinbelow:

NOW THEREFORE, the Parties hereby AGREE as follows:

Section 1: PURPOSE .- The purpose hereof is to renegotiate the “Entre Lomas” Area Exploitation Concession located in the territory administered by the PROVINCE, established under Law No. 4818 and, consequently, extend the original term granted under Executive Order issued by the National Executive Branch of Government No. 87/91, pursuant to the terms and conditions set forth hereunder.

The extension of the term applicable to this Area Exploitation Concession identified hereinabove shall be for a ten (10) years’ period, counted as from expiration of the original concession term. Thus, expiration thereof shall take place on the following date:

1) “ENTRE LOMAS” on January 21, 2026.

Section 2: REPRESENTATIONS AND WARRANTIES

2.1. CONCESSIONAIRE hereby represents and warrants irrevocably to the PROVINCE that:

2.1.1. It shall comply, in due and timely manner, with the exploitation investment commitment proposed under paragraph 12.6. of the Bidding Terms and Conditions, which value is established in paragraph 3.6. and detailed in Exhibit A to this Agreement, in order to increase hydrocarbons’ reserves and production thereof.

2.1.2. It shall perform exploration activities at the remaining exploration area as may be available, pertaining to the Area which title is held thereby and mentioned in Section 1 hereof and the comprehensive assessment of all reservoirs located thereat, for the purpose of permitting the increase of reserves so as to maintain a proper production level and horizon thereof based upon the technical and financial feasibility of reservoirs.

2.1.3. It shall perform the works in accordance with the most reasonable, modern and efficient techniques in a manner consistent with the characteristics and size of the reserves proven, ensuring at the same time the highest production of hydrocarbons compatible with economic exploitation and technically suitable for the field.

2.1.4. It shall perform, in due and timely manner, the environmental remediation and/or sanitation works and it shall carry out such activities in accordance with the most reasonable, modern and efficient techniques as may be approved by the Secretariat of Environment of the Province and/or any authority as may replace or substitute it in the future, within the framework of the effective legislation.

2.2. The PROVINCE hereby represents and warrants irrevocably to CONCESSIONAIRE that:

2.2.1. The PROVINCE is fully empowered to enter into this Agreement and perform obligations thereof hereunder.

2.2.2. The execution, delivery and performance of this Agreement do not violate any provisions whatsoever under the applicable regulations, or any resolution, decision or ruling issued by any national or provincial governmental and/or court authority. In particular, the PROVINCE hereby represents and warrants that the extension of concessions is governed by National Laws No. 17,319 and No. 26,197.

2.2.3. There are no actions, lawsuits, claims, complaints, audits, arbitration, investigation or proceedings (either civil, criminal, administrative, investigation or otherwise) preventing the PROVINCE from executing this Agreement.

2.2.4. CONCESSIONAIRE shall exercise peaceful use and enjoyment of the exploitation and transportation concession held thereby for the entire term of the Exploitation Concession and extensions thereof, and the PROVINCE shall indemnify and hold CONCESSIONAIRE harmless from and against any claims or actions or decisions or legislative changes which may adversely affect or change the title regime applicable to the surface area of the Exploitation Concession within the jurisdiction of the PROVINCE.

Section 3: RENEGOTIATION CONDITIONS

3.1. Fixed Fee: CONCESSIONAIRE shall pay to the PROVINCE as Fixed Fee for the renegotiated area, the aggregate amounts indicated hereinbelow:

For renegotiation of the CONCESSION: United States Dollars Thirty-Four Million Five Hundred and Twenty-five Thousand (USD 34,525,000). Payment of this aggregate amount shall be effected in one (1) payment made at the offer exchange rate published by Banco de la Naci ó n Argentina as of the close of business on the third day prior to payment, within a five (5) business days’ term following legislative confirmation of the AGREEMENT.

Payment to the PROVINCE shall be made by wire transfer to the account to be informed thereby in writing to CONCESSIONAIRE at least two (2) business days prior to the payment date.

3.2. Contribution to Social Development and Institutions Strengthening : CONCESSIONAIRE hereby undertakes to make a cash contribution to the PROVINCE amounting to United States Dollars Eight Million (USD 8,000,000) (equivalent to twenty percent (20%) of the Fixed Fee) to be allocated to funding construction of building infrastructure and/or acquisition of operating equipment to be located at education and/or health institutions and/or governmental agencies. Such Contribution to Social Development and Institutions Strengthening shall be paid in full (i.e. 100%) to the PROVINCE at the offer exchange rate published by Banco de la Naci ó n Argentina as of the close of business on the third day prior to payment, within a five (5) business days’ term following legislative confirmation of the Agreement. Payment shall be made by wire transfer to the account to be informed by the Province in writing to CONCESSIONAIRE at least two (2) business days prior to the payment date.

Furthermore, the PROVINCE undertakes to inform CONCESSIONAIRE on a regular basis about the application of funds invested in the above-mentioned items.

3.3. Supplementary Contribution : CONCESSIONAIRE undertakes to make the contributions as described hereinbelow, ninety percent (90%) of which shall be allocated to the PROVINCE and ten percent (10%) of which shall be allocated to EDHiPSA:

3.3.1. Oil Supplementary Contribution : It consists in three percent (3%) of monthly Oil Production. This commitment encompasses Oil Production as from the relevant month immediately succeeding the effective date of the Agreement. Settlement in cash of the relevant equivalent amount, valued as of the monthly Oil Production closing date on the basis of prices actually obtained by CONCESSIONAIRE in the respective monthly volumes produced sale transactions, shall be effected by means of a deposit in Account No. 900001006, Bank Routing Number ( CBU ): 0340100800900001006004 in the name of “Gobierno de la Provincia de R í o Negro ” (Government of the Province of Río Negro) (Taxpayer Identification Number – CUIT —30-67284630-3) and in Account No. 730012233, Bank Routing Number ( CBU ): 0340251300730012233005, Branch 251, in the name of EDHiPSA (Taxpayer Identification Number – CUIT —30672878825), both accounts opened in Banco Patagonia, or in any other accounts as THE PROVINCE and/or the ENFORCEMENT AUTHORITY and/or EDHiPSA may indicate by any sufficient means in due course;

3.3.2. Gas Supplementary Contribution : It consists in three percent (3%) of monthly Gas Production. This commitment encompasses Gas Production as from the relevant month immediately succeeding the effective date of the Agreement. Settlement in cash of the relevant equivalent amount, valued as of the monthly Gas Production closing date, on the basis of prices actually obtained by CONCESSIONAIRE in the respective monthly volumes produced sale transactions, shall be effected by means of a deposit in Account No. 900001006, Bank Routing Number ( CBU ): 0340100800900001006004 in the name of “Gobierno de la Provincia de Río Negro ” (Government of the Province of Río Negro) (Taxpayer Identification Number – CUIT —30-67284630-3) and in Account No. 730012233, Bank Routing Number ( CBU ): 0340251300730012233005, Branch 251, in the name of EDHiPSA (Taxpayer Identification Number – CUIT —30672878825), both accounts opened in Banco Patagonia, or in any other accounts as THE PROVINCE and/or the ENFORCEMENT AUTHORITY and/or EDHiPSA may indicate by any sufficient means in due course.

3.3.3. For the purpose of payment of the items described in paragraphs 3.3.1. and 3.3.2. above, such payments due dates shall be on the deadlines established for payment of royalties under the Secretariat of Energy resolutions. The exchange rate to be applied shall be the offer exchange rate published by Banco de la Nación Argentina prevailing as of the close of business on the business day immediately preceding the due date.

3.4. Training, Research and Development Commitment : CONCESSIONAIRE shall pay each year to the PROVINCE, on account of the Exploitation Concession which term is extended hereunder, an annual contribution to be allocated to the items mentioned as per the amounts indicated below:

3.4.1. United States Dollars Twenty-five Thousand (USD 25,000) in those cases where the Area production volume shall be up to 500 BOE/day.

3.4.2. United States Dollars Fifty Thousand (USD 50,000) in those cases where the Area production volume shall be higher than 500 BOE/day.

3.4.3. For the first annual charge, CONCESSIONAIRE shall effect payment of such amount within five (5) business days following legislative confirmation of the Agreement, by wire transfer to an account to be informed by the Province in writing to CONCESSIONAIRE at least two (2) business days in advance of the payment date. The following annual charges shall be paid prior to February 28 each year. Such payments shall be made as per the offer exchange rate published by Banco de la Nación Argentina , as of the close of business on the third day prior to payment.

3.5. Default : Upon failure to effect timely payment of the Fixed Fee, the Contribution to Social Development and Institutions Strengthening, the (Oil and Gas) Supplementary Contribution, or the Training, Research and Development Commitment, default by CONCESSIONAIRE shall occur automatically and late payment interest shall accrue, to the benefit of the PROVINCE and/or EDHiPSA, without the need of any demand notice whatsoever, from the due date to the date of actual payment thereof, equivalent to interest applicable to general discounting transactions at Banco de la Nación Argentina . For the purposes of calculation of interest, any amounts denominated in foreign currency shall be converted into Pesos at the offer exchange rate published by Banco de la Nación Argentina , as of the close of business on the third day prior to the due date.

3.6. Development and Investment Plan : CONCESSIONAIRE undertakes to perform a Development and Investment Plan which shall include, in accordance with the terms mentioned in paragraph 2.1 hereof, all items of investment and expenses for a minimum amount of United States Dollars Six Hundred Seventy-two Million, Three Hundred and Twenty Thousand (USD 672,320,000) applicable to the EXPLOITATION CONCESSION, as per the scope detailed in Exhibits A and B to this Agreement.

Exhibit A contains a detail of the fields’ exploitation investments, projected until the end of the Agreement term, with an aggregate expenditure commitment of United States Dollars Three Hundred and Sixty-eight Million, Four Hundred and Seventy Thousand (USD 368.470.000). The foregoing amount includes contingent investments under development of the concession for up to United States Dollars One Hundred and Forty-two Million, One Hundred and Ten Thousand (USD 142,110,000), subject to the results obtained from the exploration activity. It also contains a detail of anticipated expenses amounting to United States Dollars Two Hundred Eighty-Six Million, One Hundred and Ten Thousand (USD 286,110,000). Such amount includes contingent expenses subject to the results obtained from the exploration activity.

Exhibit B contains a detail of the investments for exploration with an aggregate expenditure commitment amounting to United States Dollars Seventeen Million, Seven Hundred and Forty Thousand (USD 17,740,000).

Such investment and expenses commitment for exploration detailed in Exhibit B attached hereto is valid always provided that, during the effective term of such EXPLOITATION CONCESSIONS: a) no total or partial reversions thereof shall operate; b) the remaining exploration surface area shall not be reduced by reason of enlargement and/or appearance of exploitation lots, in which case the relevant adjustments shall be performed. Such particular cases as may result in deviations from the amounts mentioned above shall be submitted for consideration by the ENFORCEMENT AUTHORITY in order to obtain approval thereof.

Total or partial reversions set forth in paragraph a), as well as reductions established in paragraph b) shall have effects only as from January 1 of the year immediately succeeding the year when they have been petitioned. As from such opportunity, the ENFORCEMENT AUTHORITY shall make any adjustments as may be applicable in case of approval thereof.

3.7. Supervision and Control : Follow-up of works, expenditures and investments to be made within the concessions identified under Section 1 hereof shall be in charge of the ENFORCEMENT AUTHORITY.

In compliance with the terms of Sections 12.7. and 12.11. of Exhibit I to Law No. 4,818, CONCESSIONAIRE undertakes to abide by the inspection and supervision programs to be performed by the ENFORCEMENT AUTHORITY.

3.8. Río Negro Resources ’ Use ( Compre Rionegrino ) : CONCESSIONAIRE, as well as contractors and subcontractors thereof, in connection with all engagements made thereby within the framework of the EXPLOITATION CONCESSION, shall utilize at least eighty percent (80%) of local labor, suppliers and services companies, for the purposes of promoting the creation and maintenance of permanent jobs depending on the oil industry and consolidation of a competitive local market, through the strengthening of Río Negro’s small and medium-sized companies and the increase of products, goods and services offered relating all the oil-industry employees, producers, industrial employees, professionals, businesspersons, and works and services companies engaged in all segments settled in the PROVINCE. In this regard, it shall include, as part of its annual plans, programs aimed at increasing its network of goods, services and works’ providers, aiming at affording priority to the engagement of Río Negro employees, acquisitions in the local market and establishing medium and long term contractual frameworks, in order to contribute to sustainability of the activity in the region, under equivalent conditions in terms of capacity, responsibility, quality and price.

CONCESSIONAIRE and the ENFORCEMENT AUTHORITY shall conduct continuing monitoring of the evolution levels of local and regional services’ engagement, in order to analyze the difficulties or obstacles encountered and the changes or actions to be taken in order to facilitate such circumstances. In those cases where special circumstances shall exist, such events shall be evaluated by the PARTIES at the request of any of them.

Insofar as companies are concerned, a company is deemed to meet such “local” requirement if such company has an operations’ base settled in the PROVINCE and if PROVINCE taxes are levied thereon. As concerns labor, such “local” status requirement is met if the relevant person furnishes evidence of actual residence in the PROVINCE for at least two (2) years. The above-mentioned percentage must be observed in equal proportions for operations, base, clerical and supervision personnel and senior executive employees.

Notwithstanding, in those cases where by reason of the specific circumstances and/or the characteristics of tasks to be performed and/or disadvantageous conditions of capacity, responsibility, quality or price, it is not possible or convenient (e.g. in case of unavailability of failure to deliver within the terms required for the operation, safety of people or facilities, etc.) to hire local labor, suppliers or services companies, CONCESSIONAIRE shall be released from such obligation by furnishing evidence of such circumstances to the ENFORCEMENT AUTHORITY at its request. In all such cases, for the purposes of contracting or subcontracting works or services necessary to perform the activity, CONCESSIONAIRE shall implement the necessary selection procedures guaranteeing transparency, effective competition and efficiency principles.

Furthermore, for the purposes of contracting or subcontracting works or services necessary to perform the activity, medium and long term contractual frameworks must be used, unless such works or services engaged are required for a period shorter than the above-mentioned term.

Regardless of the domicile established in the city of Cipolletti, pursuant to the terms set forth in paragraph 4.1.1.4. of the Call for Bids’ Bidding Terms and Conditions, CONCESSIONAIRE shall maintain, throughout the entire effective term of the Agreement, at least one operations’ base located in the PROVINCE.

3.9. Corporate Social Responsibility : CONCESSIONAIRE shall contribute, within the state scope of the PROVINCE, to development in terms of education, environment, health, culture, science and research, renewable energy and community development, on the basis of diagnosis to be performed by the PARTIES in line with the sustainability policy implemented by CONCESSIONAIRE.

In this regard, Corporate Social Responsibility shall mean adoption by CONCESSIONAIRE of a commitment to participate as a member of the local and regional society in which it is involved, contributing to sustainable development of such communities it forms part of and conducting investments aimed at creating shared value and sustained mutual benefits.

On an annual basis, CONCESSIONAIRE shall submit a sustainability report indicating the programs and actions implemented, including indicators establishing the results obtained and the improvement lines proposed to be implemented on the following year.

3.10. Environment : CONCESSIONAIRE shall be bound to comply, throughout the entire EXPLOITATION CONCESSION term, with all the effective environmental statutory regulations, applicable to the holders of such permits and concessions and with any other regulations as may be enacted in the future and, in particular, with the following regulations: Section 41 of the Argentine Constitution and Sections 84 and 85, related to Section 79 of the Province of Río Negro Constitution; Provincial Law Q 2,952 (Water Code) and Provincial Law M 3,266 (Regulation of Environmental Impact Assessment Procedure) and regulatory executive orders thereof; National Law No. 17,319 and effective regulations thereof; Provincial Executive Order No. 452/05 and Resolutions issued by the Secretariat of Energy of Argentina No. 105/92, 319/93, 341/93, 05/96, 201/96, 24/04, 25/04 and 785/05; as well as the regulations enacted by the competent authority in the future. In particular, CONCESSIONAIRE obligations shall include adoption of the necessary measures for prevention of contamination, either caused by operations or by accident, as well as any other regulations governing abandonment of facilities and reasonable use of resources.

CONCESSIONAIRE undertakes to remediate environmental liabilities reported in due course under the relevant affidavits and which are made an integral part hereof as Exhibit C to this AGREEMENT, in accordance with the remediation plans to be submitted on an annual basis within the first 60 (sixty) calendar days of each year to the ENFORCEMENT AUTHORITY for approval. Each annual plan shall indicate: type of liability, location, size, remediation methodology proposed, estimated investment amount to be disbursed over the year stated in United States Dollars, stages and anticipated performance term and type of monitoring and control proposed. The annual plan submitted shall be considered to have been approved if no objections are made by the ENFORCEMENT AUTHORITY thereto, within a maximum twenty (20) business days’ term following receipt thereof.

The aggregate investment undertaken by CONCESSIONAIRE for performance of the relevant remediation plans pertaining to the area involved in the extension agreed upon under this Agreement, as indicated in Exhibit C hereto, amounts to United States Dollars Six Million, Three Hundred and Eighty-Three Thousand, Seven Hundred and Ninety (USD 6,383,790). For the purposes of guaranteeing compliance with the investment undertaken, the PROVINCE may claim to CONCESSIONAIRE posting of bond for a sufficient amount as per the terms of Section 4.1.6.2. of Exhibit I to Law No. 4,818. Notwithstanding that, should the remediation works eventually require a higher amount than committed, the entire cost shall be borne by CONCESSIONAIRE.

The list of liabilities arising from Exhibit C hereto shall not release CONCESSIONAIRE from legal liability stemming from other liabilities which have not been disclosed thereby or which have not been detected by the ENFORCEMENT AUTHORITY to date. If existence of such liabilities is detected in the future, such liabilities shall be remediated within the reasonable terms fixed by the ENFORCEMENT AUTHORITY pursuant to the applicable legislation. The foregoing terms shall apply notwithstanding full exercise of the police power vested in the ENFORCEMENT AUTHORITY and/or the competent provincial authority in this regard (i.e. environmental protection and sustainable development).

The ENFORCEMENT AUTHORITY puts on record that, in case of non-compliance in due and/or timely manner, the ENFORCEMENT AUTHORITY shall be thus empowered to apply the penalties as may be applicable to CONCESSIONAIRE through the relevant competent authority.

3.11. State of Facilities : Based upon the terms set forth in paragraph a.3 of Section 4 of Law No. 4,818, the PARTIES have agreed to approve the Program which is made an integral part of this AGREEMENT as Exhibit D hereto, whereby CONCESSIONAIRE undertakes to cure appropriately any defects and abnormal conditions detected during the visits to the area.

The ENFORCEMENT AUTHORITY puts on record that, in case of non-compliance in due and timely manner, the ENFORCEMENT AUTHORITY shall be thus empowered to apply the penalties as may be applicable to CONCESSIONAIRE.

3.12. Exploration Surface Areas : Notwithstanding CONCESSIONAIRE’s right to proceed to partial or total reversion of supplementary exploration surface areas, always provided that such reversion is not contrary to the effective legislation and evaluating the reasons and the grounds justifying such reversion, attempting in all cases to ensure convenient geographic proportions for future exploitation of the reverted areas, the PARTIES agree that the boundaries and areas of the EXPLOITATION CONCESSION being the subject-matter hereof are defined as per the terms indicated in Exhibit E hereto, based upon the expenditure commitments undertaken by CONCESSIONAIRE by virtue of the AGREEMENT and in accordance with geology knowledge of CONCESSIONAIRE whereby they are established as the best option to perform supplementary exploration activities at the CONCESSION.

For the purposes of guaranteeing compliance with the effective laws and in order to ensure that supplementary exploration areas intended to be reverted form convenient geographic proportions for future exploitation thereof, reversion petitions made by CONCESSIONAIRE – indicating the reasons and grounds justifying such reversion – shall be expressly approved by the ENFORCEMENT AUTHORITY and shall only become effective as from January 1 of the year immediately following petition thereof.

3.12.1. Payment of the relevant option fee for retaining the remaining surface area at the EXPLOITATION CONCESSION (National Executive Order No. 820/98) is not a sufficient condition to retain such area, without performance of the relevant exploration investments.

3.12.2. Pursuant to the terms specified under Exhibit B, and within the terms established thereunder, every year until termination of the Agreement, CONCESSIONAIRE shall invest, for exploration purposes, an amount at least equivalent to two (2) Work Units (WU) per km2 of the remaining surface area.

3.12.3. Each WU is equivalent to United States Dollars Five Thousand (USD 5,000) and such amount shall be updated by the Argentine Secretariat of Energy.

3.12.4. In those cases where more WU than committed are performed over a year, such WU may be carried forward up to the next succeeding three (3) years and they shall be adjusted in case the update set forth in paragraph 3.12.3. is applied.

3.12.5. Upon failure by CONCESSIONAIRE to comply with the investment commitment applicable to a given year, it shall post bond in cash to the Enforcement authority and it may carry its obligations forward for up to a maximum accumulated three (3) years’ term. Upon expiration of such term, the Enforcement Authority may foreclose on such bond for the obligation assumed.

3.12.6. In those cases where exploration works are performed inside the Exploitation Concession exploitation lot, the Enforcement Authority may consider such works as WU within the remaining exploration surface area, in case exploration works are performed at deeper horizons than actually under production.

3.12.7. Upon failure by CONCESSIONAIRE to act in accordance with the provisions set forth in paragraphs 3.12.1, 3.12.2 y 3.12.5 above, it shall forfeit its rights to the remaining exploration surface area, and such area shall be returned to the PROVINCE.

3.13. Public Water Industrial Use : CONCESSIONAIRE shall pay, on a regular basis, to the Provincial Water Department or to the provincial agency as may replace and/or substitute it in the future, the relevant amounts applicable to consumption of public water for industrial use.

3.14. Quarries : Materials used in the activity shall be obtained from mining quarries duly authorized by the relevant Provincial Authority. Upon breach of this obligation, CONCESSIONAIRE shall be jointly and severally liable for violations of the Mining Procedure Code as may be attributable to the quarry’s owner and/or to the party entitled to exploitation thereof.

3.15. Trainee Programs : CONCESSIONAIRE undertakes to include, on an annual basis, and in connection with the CONCESSION which term is extended hereunder, at its expense, an university / college student settled in the Province of Río Negro and enrolled in any course of studies relating to the hydrocarbons’ segment, hired under Law No. 26,427and related provisions, so as to provide them with training in connection with industry-related activities.

3.16. IT Licenses : CONCESSIONAIRE shall purchase, at its expense and in the name of the ENFORCEMENT AUTHORITY and/or whoever it may designate, a GIS or similar license being suitable for performance of the terms under paragraph 4.1.8. of the Bidding Terms and Conditions; otherwise, at the request of the ENFORCEMENT AUTHORITY, it shall deliver the equipment as indicated thereby in lieu thereof, for an equivalent amount.

3.17. Turnover Tax : CONCESSIONAIRE undertakes to pay, as from the effective date of this AGREEMENT, a three percent (3%) Turnover Tax rate for extraction of liquid and/or gaseous hydrocarbons dispatched without issuing the relevant invoices outside the Province of Río Negro, either sold in their state at the time of extraction or in the form of byproducts obtained after industrialization processes. Such tax rate shall be maintained throughout the effective term of the EXPLOITATION CONCESSION, and extensions thereof, without any additions or supplements.

Section 4: INFORMATION TO BE DELIVERED TO THE ENFORCEMENT AUTHORITY

During the effective term of the CONCESSION, CONCESSIONAIRE shall furnish, in due and timely manner, to the ENFORCEMENT AUTHORITY such technical documents, information and programs according to the terms set forth by the applicable provincial and national regulations currently in effect.

Section 5: EFFECTIVE DATE

Unless otherwise established expressly hereunder, all the obligations undertaken under this AGREEMENT shall become enforceable as from confirmation hereof by the Provincial Legislature. Upon failure to obtain such confirmation from the Provincial Legislature within thirty-nine (39) days counted as from execution hereof, this AGREEMENT shall be terminated without any effects whatsoever stemming herefrom between the PARTIES, and without any liability attributable thereto.

Section 6: STAMP TAX

Pursuant to the terms set forth under Section 9 of Law No. 4,818, for the purpose of stamp tax calculation, the taxable based under this AGREEMENT shall be based on the amount agreed upon as Fixed Fee hereunder. CONCESSIONAIRE shall be bound to effect total payment of this tax pursuant to the terms prescribed by Law No. 4,818.

Section 7: TECHNICAL LIAISON COMMITTEE

The ENFORCEMENT AUTHORITY and CONCESSIONAIRE shall form a Technical Liaison Committee, comprised of two (2) representatives of the ENFORCEMENT AUTHORITY and two (2) representatives of CONCESSIONAIRE.

Such Committee shall meet mandatorily at least once every one hundred and eighty (180) days, at a place to be determined by the ENFORCEMENT AUTHORITY and it shall convene extraordinary meetings if necessary, for the purpose of monitoring development of activities related to the field exploration and/or exploitation.

The matters discussed at each meeting and the agreements arrived at shall be put on record under minutes duly signed by the parties.

Section 8: EVENTS OF BREACH

In the event of repeated events of material and unjustified breach by CONCESSIONAIRE of the obligations undertaken under Sections 3.1., 3.2., 3.3. and 3.6. of this AGREEMENT, the terms of Section 80 of Law No. 17,319 may apply. Prior to the termination declaration, the PROVINCE shall give notice to CONCESSIONAIRE demanding the latter to cure any potential breach within a reasonable term.

The foregoing terms shall apply notwithstanding the power, which may not be waived in any case whatsoever, of the ENFORCEMENT AUTHORITY to demand compliance in kind with all the breached obligations and commitments through the administrative and/or judicial proceedings as may be appropriate. Breach of the obligations and commitments undertaken by CONCESSIONAIRE under the AGREEMENT which have not been included in the first paragraph of this Section shall not entail application of the penalty established under Section 80 of Law No. 17,319, but such performance may be demanded by means of the relevant administrative or court proceedings before the competent authorities. The PROVINCE shall thus reaffirm the powers entrusted thereto to apply the penalties through the competent administrative authorities, subject to the effective applicable laws.

Section 9: APPLICABLE LAW. DISPUTE RESOLUTION

9.1. This AGREEMENT establishes all the rights and obligations of the PARTIES and constitutes the entire and final agreement of the PARTIES in connection with the subject-matter hereof and, following confirmation by the Provincial Legislature, the terms hereof shall supersede and prevail over any other prior agreement and/or regulations in connection with the CONCESSION renegotiation.

This AGREEMENT shall be governed by and construed in accordance with the effective national and provincial laws.

For the purposes of regulatory construction, the following order of priority shall be observed in case of controversy:

a. Section 124 of the Argentine Constitution.

b. Sections 70 and 79 of the Provincial Constitution.

c. National Laws No. 17,319, No. 24,145, No. 26,197 and the Mining Code of Argentina, regulatory executive orders and amendment laws, as well as the environmental and safety regulations described in the following paragraph.

d. Provincial Law Q 4,296 and Provincial Law Q 2,627 and Regulatory Executive Order No. 24/03 thereof.

e. Provincial Law No. 3,250 (Special Waste Management and Environmental Protection), Provincial Law No. 3,266 (Environmental Impact Assessment Procedure Regulation), Provincial Law No. 2,952 (Water Code), Provincial Law No. 4,187 and Provincial Executive Order No. 492/05.

f. Executive Orders issued by the National Executive Branch of Government regulating the hydrocarbons’ activity.

g. Executive Orders issued by the Provincial Executive Branch of Government regulating the hydrocarbons’ activity.

h. Resolutions issued by the Argentine Secretariat of Energy regulating the hydrocarbons’ activity.

i. Resolutions issued by the Secretariat of Energy of Río Negro regulating the hydrocarbons’ activity.

j. Resolutions issued by the Secretariat of Hydrocarbons of Río Negro regulating the hydrocarbons’ activity.

9.2. The PARTIES shall resolve in good faith, by mutual consultation, any questions or controversy arising from or in connection with the AGREEMENT and they shall endeavor to reach an agreement in connection with such matters or controversies.

9.3.Any differences as may arise in connection with construction and application of this AGREEMENT which may not be resolved between the PARTIES shall be submitted to the jurisdiction of the Ordinary Courts of the First Judicial District in and for the Province of Río Negro, with seat in the City of Viedma, expressly excluding and waiving any other venue or jurisdiction as may be applicable thereto.

This AGREEMENT is entered into by the PARTIES at the place and on the date as first written hereinabove, in three (3) counterparts of the same tenor and to only one effect.

Eng. Néstor Marcelo Echegoyen, Secretary of Energy of the Province of Río Negro.- Mario Alejandro Brarda, Attorney-in-fact for Petrolera Entre Lomas S.A.—Rubén Nicolás Kondratzky, Attorney-in-fact for Petrolera Entre Lomas S.A.

Exhibit A

EXPLOITATION INVESTMENT PLAN

The exploitation investment plan is aimed at developing the reserves at “Entre Lomas” Area until termination of the AGREEMENT. Therefore, CONCESSIONAIRE undertakes to perform drilling of new wells and adjustment, improvement and optimization of facilities in order to obtain the greatest level of recovery at the reserves, both discovered and to be discovered, by means of operations reasonably compatible with appropriate exploitation, from a financial and technical standpoint, of the field.

Moreover, it details the annual investments divided into: Wells Drilling, Batteries, Treatment Plants, Aqueducts, Pipelines, Oil Pipelines, Gas Pipelines and others; in accordance with the Argentine Secretariat of Energy ( SEN ) form (Res. 2057/2005 Exhibits I and II) and anticipated annual expenses in connection with Labor, Workover, Services, Energy, Materials and others (Lifting Cost Components).

LAW No. 4,818 – EXHIBIT A

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II


INVESTMENTS PERFORMED / TO BE PERFORMED ACTION PLAN		YEAR	2015-2026
EXPLOITATION CONCESSION	ENTRE LOMAS AREA
OPERATOR	PETROLERA ENTRE LOMAS S.A.
PROVINCE	RÍO NEGRO
FIELD	Charco Bayo, Piedras Blancas, La Pista, Borde Mocho	NEUQUEN	BASIN

INVESTMENT

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN DESCRIPTION

Quantity

Units

Million USD

Quantity

Units

Million USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km2

Gravimetry and/or Magnetometry

Km 2

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

65.59

WELLS

65.59

Gas Wells Drilling (#)

WELLS

142.11

WELLS

142.11

Drain pit Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

6,46

WELLS

6.46

Gas Wells Workover

WELLS

Wells Conversion

WELLS

2.62

WELLS

2.62

Wells Abandonment

WELLS

0.14

WELLS

0.14

Enhanced Recovery Facilities

Secondary Recovery Facilities

2.22

Oil Pumping Equipment

28.10

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

20.76

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

3.60

Liquid Gas Separation Plants

7.00

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc

1.61

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

11.12

Other Investments (*)

77.14

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

INVESTMENTS PLAN TO BE PERFORMED

YEAR

2015-2026

OPERATOR

PETROLERA ENTRE LOMAS S.A.

CONCESSION

ENTRE LOMAS AREA

INVESTMENTS

NEUQUEN

BASIN

EXPLOITATION

SUPPLEMENTARY
EXPLORATION

TOTAL

TOTAL FIELDS

368.47

368,47

THE INFORMATION STATED HEREIN IS CONSIDERED TO BE IN THE NATURE OF AN AFFIDAVIT

NAME OF THE
ATTORNEY-IN-FACT

LAW No. 4818 – EXHIBIT A – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

Year 2015

Year 2016

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

17.03

WELLS

17.03

WELLS

15.50

WELLS

15.50

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

6.46

WELLS

6.46

WELLS

Gas Wells Workover (#)

WELLS

Wells Conversion

WELLS

1.21

WELLS

1.21

WELLS

1.41

WELLS

1.41

Wells Abandonment

WELLS

0,14

WELLS

0.14

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

0.36

0.38

Oil Pumping Equipment

4.59

4.81

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

3.39

3.55

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

0.59

0.62

Liquid Gas Separation Plants

1.14

1.20

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

0.26

0.28

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

1.82

1.90

Other Investments (*)

3.68

11.85

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

40.67

0.00

40.67

41.50

0.00

41.50

LAW No. 4818 – EXHIBIT A – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

Year 2017

Year 2018

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

Km,

3D Seismic Data Acquisition

Km2

Gravimetry and/or Magnetometry

Km2

Km 2

Km2

Krj2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

11.73

WELLS

11.73

WELLS

11.80

WELLS

11.80

Gas Wells Drilling

WELLS

2.68

WELLS

2.68

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Water Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover (#)

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

0.38

Oil Pumping Equipment

4.81

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

3.55

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

0.62

Liquid Gas Separation Plants

1.20

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

0.28

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

1.90

Other Investments (*)

11.85

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS (MM
USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

39.00

0.00

39.00

36.39

0.00

36.39

LAW No. 4818 – EXHIBIT A – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

Year 2019

Year 2020

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km2

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

9.53

WELLS

9.53

WELLS

Gas Wells Drilling

WELLS

2.68

WELLS

2.68

WELLS

13.61

WELLS

13.61

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover (#)

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

0.38

0.34

Oil Pumping Equipment

4.81

4.26

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

3.55

3.15

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

0.62

0.55

Liquid Gas Separation Plants

1.20

1.06

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

0.28

0.24

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

1.90

1.69

Other Investments (*)

11.85

11.41

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

( MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

36.80

0.00

36.80

36.31

0.00

36.31

LAW No. 4818 – EXHIBIT A – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

Year 2021

Year 2022

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

—

3D Seismic Data Acquisition

Km2

Gravimetry and/or Magnetometry

Km2

Km 2

Km2

Km 2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

P020S

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

24.54

WELLS

24.54

WELLS

28.67

WELLS

28.67

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover (#)

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

4.26

3.83

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

28.80

0.00

28.80

32.50

0.00

32.50

LAW No. 4818 – EXHIBIT A – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

Year 2021

Year 2022

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

—

3D Seismic Data Acquisition

Km2

Gravimetry and/or Magnetometry

Km2

Km 2

Km2

Km 2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

P020S

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling (#)

WELLS

24.54

WELLS

24.54

WELLS

28.67

WELLS

28.67

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover (#)

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

4.26

3.83

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

28.80

0.00

28.80

32.50

0.00

32.50

LAW No. 4818 – EXHIBIT A – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

Year 2023

Year 2024

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km2

KmZ

Km2

Gravimetry and/or Magnetometry

Km 2

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

27.43

WELLS

27.43

WELLS

17.74

WELLS

17.74

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover (#)

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

3.45

3.10

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS (MM
USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

30.88

0.00

30.88

20.84

0.00

20.84

LAW No. 4818 – EXHIBIT A – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

Year 2025

Year 2026

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY
EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY
EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km2

KmZ

Km2

Gravimetry and/or Magnetometry

Km 2

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

24.75

WELLS

24.75

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover (#)

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(#)	It relates to development of deep targets contingent upon exploration results.

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS (MM
USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

24.75

0.00

24.75

0.00

LAW No. 4818

EXHIBIT A

EXPLOITATION INVESTMENT PLAN

Resolution SEN No. 2057/2005

Exhibits I and II

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

Operating Expenses until termination of the Negotiation Extension

in Million Dollars


Ítem	Development		Contingent upon Exploration Results		Total
Labor (Own Personnel)		30.90		5.32		36.22
Workover and Pulling		65.19		0.00		65.19
Services and Others		107.82		18.94		126.76
Energy		18.41		3.32		21.73
Materials and Surface Works		30.57		5.65		36.22

Total Operating Costs		252.89		33.23		286.11

LAW No. 4818 - EXHIBIT A

EXPLOITATION INVESTMENT PLAN

Resolution SEN No. 2057/2005

Exhibits I and II

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

Anticipated Operating Expenses (Exploitation and Development) until termination of the Negotiation Extension in Million Dollars


Item	Year 2015		Year 2016		Year 2017		Year 2018		Year 2019		Year 2020		Year 2021		Year 2022		Year 2023		Year 2024		Year 2025		Year 2026		Total
Labor (Own Personnel)		5.25		4.59		4.03		3.55		3.16		2.70		2.20		1.73		1.36		1.01		0.72		0.60		30.90
Workover and Pulling		9.51		8.31		7.33		6.53		5.86		5.24		4.71		4.23		3.83		3.49		3.20		2.93		65.19
Services and Others		18.38		16.05		14.09		12.42		11.06		9.45		7.69		6.01		4.72		3.47		2.45		2.03		107.82
Energy		3.15		2.75		2.41		2.13		1.89		1.62		1.31		1.02		0.80		0.58		0.41		0.33		18.41
Materials and Surface Works		5.25		4.58		4.02		3.54		3.16		2.69		2.18		1.69		1.31		0.95		0.65		0.53		30.57

Total Operating Costs		41.56		36.28		31.89		28.17		25.13		21.71		18.09		14.69		12.02		9.50		7.43		6.43		252.89

Operating Expenses Contingent upon Development resulting from Exploration Success until termination of the Negotiation Extension

in Million Dollars


Item	Year 2015		Year 2016		Year 2017		Year 2018		Year 2019		Year 2020		Year 2021		Year 2022		Year 2023		Year 2024		Year 2025		Year 2026		Total
Labor (Own Personnel)		0.03		0.03		0.05		0.08		0.10		0.21		0.42		0.62		0.77		0.93		1.06		1.03		5.32
Workover and Pulling		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Services and Others		0.11		0.11		0.17		0.29		0.34		0.74		1.48		2.22		2.74		3.31		3.76		3.66		18.94
Energy		0.02		0.02		0.03		0.05		0.06		0.13		0.26		0.39		0.48		0.58		0.66		0.64		3.32
Materials and Surface Works		0.03		0.03		0.05		0.09		0.10		0.22		0.44		0.66		0.82		0.99		1.12		1.09		5.65

Total Operating Costs		0.20		0.20		0.30		0.50		0.60		1.30		2.60		3.90		4.80		5.80		6.60		6.43		33.23

Total Anticipated Operating Expenses until termination of the Negotiation Extension in Million Dollars


Item	Year 2015		Year 2016		Year 2017		Year 2018		Year 2019		Year 2020		Year 2021		Year 2022		Year 2023		Year 2024		Year 2025		Year 2026		Total
Labor (Own Personnel)		5,28		4,62		4,07		3,63		3,26		2,91		2,62		2,35		2,13		1,94		1,78		1,63		36,22
Workover and Pulling		9,51		8,31		7,33		6,53		5,86		5,24		4,71		4,23		3,83		3,49		3,20		2,93		65,19
Services and Others		18,49		16,16		14,26		12,70		11,40		10,19		9.17		8,23		7,45		6,78		6,22		5,70		126,76
Energy		3,17		2.77		2,44		2,18		1,95		1,75		1,57		1,41		1,28		1,16		1,07		0,98		21,73
Materials and Surface Works		5,28		4,62		4,07		3,63		3,26		2,91		2,62		2,35		2.13		1,94		1,78		1,63		36,22

Total Operating Costs		41.75		36.48		32.19		28.67		25.73		23.01		20.69		18.59		16.82		15.30		14.03		12.86		286.11

Exhibit B

EXPLORATION INVESTMENT PLAN

The exploration investment plan is aimed at increasing hydrocarbons’ reserves which have not been certified to date until termination of the “Entre Lomas” Area Agreement. Exploration works may be performed outside the existing exploitation lots or deeper horizons may be surveyed within the existing exploitation lots, trying to locate other targets, including the so-called “Unconventional” targets. To such end, Concessionaire must submit a detailed description of works to be performed in every three-year period, including anticipated expenditures for each period under consideration until termination of the Agreement.

Furthermore, it details the investments divided into 2D and 3D Seismic Processing and Registration, Magnetometry, Gravimetry, Air Surveys, Wells Drilling and others, according to the SEN Form (Res. 2057/2005 Exhibits I and II) and anticipated expenses in connection with Labor, Services, Transportation, Materials and others.

In those cases where the Enforcement Authority shall ascertain, by any sufficient means, that the exploration programs’ investment plan has not been complied with, such Authority shall be empowered to demand performance of such commitment within reasonable terms, under warning of ordering reversion of such fractions of surface areas involved.

LAW No. 4818 – EXHIBIT B

Exploration Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II


INVESTMENTS PERFORMED / TO BE PERFORMED ACTION PLAN		YEAR	2015-2026
EXPLOITATION CONCESSION	ENTRE LOMAS AREA
OPERATOR	PETROLERA ENTRE LOMAS S.A.
PROVINCE	RÍO NEGRO
FIELD	Charco Bayo, Piedras Blancas, La Pista, Borde Mocho	NEUQUEN	BASIN

INVESTMENT

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN DESCRIPTION

Quantity

Units

Million USD

Quantity

Units

Million USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km2

Gravimetry and/or Magnetometry

Km 2

Km2

Exploration Wells Drilling

WELLS

8,87

Advanced Wells Drilling

WELLS

8,87

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(*)	It includes “Maintenance by reason of broken elements or contingency”

INVESTMENTS PLAN TO BE PERFORMED

YEAR

2015-2026

OPERATOR

PETROLERA ENTRE LOMAS S.A.

CONCESSION

ENTRE LOMAS AREA

INVESTMENTS

NEUQUEN

BASIN

EXPLOITATION

SUPPLEMENTARY
EXPLORATION

TOTAL

TOTAL FIELDS

17.74

THE INFORMATION STATED HEREIN IS CONSIDERED TO BE IN THE NATURE OF AN AFFIDAVIT

NAME OF THE
ATTORNEY-IN-FACT

LAW No. 4818 – EXHIBIT B – ANNUAL DETAIL

Exploration Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

DEEP TARGETS DEVELOPMENT CONTINGENT UPON EXPLORATION RESULTS

Year 2015

Year 2016

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

4.44

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

0.00

4.44

0.00

LAW No. 4818 – EXHIBIT B – ANNUAL DETAIL

Exploration Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

DEEP TARGETS DEVELOPMENT CONTINGENT UPON EXPLORATION RESULTS

Year 2017

Year 2018

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

4.44

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

0.00

4.44

LAW No. 4818 – EXHIBIT B – ANNUAL DETAIL

Exploration Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

DEEP TARGETS DEVELOPMENT CONTINGENT UPON EXPLORATION RESULTS

Year 2019

Year 2020

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Water Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

0.00

LAW No. 4818 – EXHIBIT B – ANNUAL DETAIL

Exploration Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

DEEP TARGETS DEVELOPMENT CONTINGENT UPON EXPLORATION RESULTS

Year 2021

Year 2022

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

4.44

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

0.00

4.44

0.00

LAW No. 4818 – EXHIBIT B – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

DEEP TARGETS DEVELOPMENT CONTINGENT UPON EXPLORATION RESULTS

Year 2023

Year 2024

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

4.44

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

0.00

4.44

LAW No. 4818 – EXHIBIT B – ANNUAL DETAIL

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II

SCHEDULED INVESTMENTS

CONCESSION: Entre Lomas Area

OPERATOR: Petrolera Entre Lomas S.A.

PROVINCE: Río Negro

DEEP TARGETS DEVELOPMENT CONTINGENT UPON EXPLORATION RESULTS

Year 2025

Year 2026

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

EXPLOITATION

SUPPLEMENTARY EXPLORATION

TOTAL

ACTION PLAN
DESCRIPTION

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

Qty.

Units

Million
USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km 2

Km2

Gravimetry and/or Magnetometry

Km2

Exploration Wells Drilling

WELLS

Advanced Wells Drilling

WELLS

Oil Wells Drilling

WELLS

Gas Wells Drilling

WELLS

Drain pits Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

Secondary Recovery Facilities

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

Telecommunications Facilities and Equipment

Lab Facilities and Equipment

Environment

Other Investments (*)

(*)	It includes “Maintenance by reason of broken elements or contingency”

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

TOTAL
EXPLOITATION
INVESTMENTS

(MM USD)

TOTAL
SUPPLEMENTARY
EXPLORATION
INVESTMENTS

(MM USD)

TOTAL GENERAL
INVESTMENTS

(MM USD)

0.00

Secretariat of Energy

RN - Río Negro Government

EXHIBIT C

ENVIRONMENTAL REMEDIATION PLAN

LAW No. 4818 – EXHIBIT C

Environmental Liabilities Remediation Plan

CONCESSIONAIRE: Petrolera Entre Lomas S.A.

CONCESSION AREA: Entre Lomas

LOCATION

IMPACT SIZE

PERFORMANCE TERM

ENVIRONMENTAL

SECTOR-AREA-

POSGAR 94 COORDINATES

Decimal Degrees

AFFECTED

AREA

AFFECTED
VOLUME

REMEDIATION

INVESTMENT
AMOUNT IN

CONTROL AND
MONITORING

IMPACT

FIELD

FACILITY

METHODOLOGY

USD

STAGES

START

END

TYPE

Oil-spilled land

Charco Bayo

Main Enclosure

-38.229733

-68,101903

6351

10000

Biopile Soil Treatment

359.906

Characterization, treatment and final disposal

01/01/2014

12/31/2014

Completed.

Note No. 43/2014

File No. 52754-COD-2010

Oil-spilled land

Piedras Blancas

[Illegible] Well Location

-38,126039

-68.201679

2718,94

3500

Biopile Soil Treatment

118.992

Characterization, treatment and final disposal

01/01/2015

12/31/2015

Under program.

Partial and final reports

Oil-spilled land

Piedras Blancas

CB-265 Quarry

-38.214622

-68.070408

3398.69

6000

Biopile Soil Treatment

70.340

Characterization, treatment and final disposal

01/01/2015

12/31/2015

Under program.

Partial and final reports

Pools for different uses

Charco Bayo and Piedras Blancas

Old wells’ pools

1500

Sanitation and Biopile Soil Treatment

50.996

Revegetation and natural attenuation monitoring

01/01/2015

12/31/2017

Under program.

Partial and final reports

Waste Repositories

Charco Bayo

Waste Enclosure

-38,218751

-68,106926

10000

Similar to SUW (segregate, recycle, reuse)

787.808

Classification, conditioning and treatment

01/01/2014

12/31/2018

Under performance.

Control with monthly certification, transport manifests, treatment and final disposal.

Partial and final reports.

Special (segregate and send for external treatment)

196.952

Classification, conditioning and treatment

01/01/2014

12/31/2018

Under performance.

Control with monthly certification, transport manifests, treatment and final disposal.

Partial and final reports.

Accumulated oil and hazardous waste

Charco Bayo

Cutting Repository

-38,19214

-68,10559

13.000

12.000

Biopile Soil Treatment

391.090

Characterization, treatment and final disposal

01/01/2015

12/31/2017

Under program.

Partial and final reports

Sites affected by incidents

Charco Bayo, Piedras Blancas, La Pista and Borde Mocho

Wells, locations, oil pipelines rights of way, gas pipelines, power lines, installations and auxiliary connections, camps, warehouses, repositories, enclosures, etc.

As per detail Paragraph V.1.6.3 Environmental Audit Report

1822 Ha. Global Occupation Factor

n/a

Environmetal Restoration Techniques

1.055.100

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under performance.

20% Progress.

Partial and final reports

Idle Facilities

Charco Bayo and Piedras Blancas

Abandoned Wells

As per detail Paragraph V.1.7 Environmental Audit Report

230.000

n/a

Environmetal Restoration Techniques

8.206

Scarifying

01/01/2015

12/31/2015

Under program.

Partial and final reports

Idle Facilities

Charco Bayo and Piedras Blancas

Inactive trunk oil pipelines (steel)

As per detail Paragraph V.1.7 Environmental Audit Report

47230 linear meters

n/a

Final Abandonment

16.413

Closing, cleaning and restoration of right of way (leveling, restoring slopes, scarifying and stimulating vegetation reforestation)

01/01/2016

12/31/2016

Under program.

Partial and final reports

Idle Facilities

Charco Bayo and Piedras Blancas

Inactive trunk gas pipelines (steel)

As per detail Paragraph V.1.7 Environmental Audit Report

20400 linear meters

n/a

Final Abandonment

7.034

Closing, cleaning and restoration of right of way (leveling, restoring slopes, scarifying and stimulating vegetation reforestation)

01/01/2016

12/31/2016

Under program.

Partial and final reports

Idle Facilities

Charco Bayo and Piedras Blancas

Air and underground lines

As per detail Paragraph V.1.7 Environmental Audit Report

n/a

Final Abandonment

439.625

Closing, cleaning and restoration of right of way (leveling, restoring slopes, scarifying and stimulating vegetation reforestation)

01/01/2014

12/31/2018

Under performance.

20% Progress.

Partial and final reports

Idle Facilities

Piedras Blancas

Ex Battery 3PB

-38,13018

-68,18242

15.000

n/a

Environmetal Restoration Techniques

11.723

Leveling, restoring slopes, scarifying and stimulating vegetation reforestation

01/01/2016

12/31/2016

Under program.

Partial and final reports

Idle Facilities

Piedras Blancas

Ex Battery SPB

-38.14344

-68.15157

15.000

n/a

Environmetal Restoration Techniques

11.723

Leveling, restoring slopes, scarifying and stimulating vegetation reforestation

01/01/2016

12/31/2016

Under program.

Partial and final reports

Unused roads and paths

Charco Bayo and Piedras Blancas

Paths closed to date

As per detail Paragraph V.1.8 Environmental Audit Report

28.681

n/a

Environmetal Restoration Techniques

9.379

Closing and revegetation

01/01/2017

12/31/2018

Under program.

Partial and final reports

Contaminated Sites

Charco Bayo

CB-0003G

-38.21960

-68,09590

n/a

312

Biopile Soil Treatment

48.743

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated Sites

Charco Bayo

CB-0011

-38,21420

-68,10110

n/a

Biopile Soil Treatment

2.250

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Performed

Partial and final reports

Contaminated Sites

Charco Bayo

CB-0016

-38,19570

-68,12170

n/a

200

Biopile Soil Treatment

31.246

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0018

-38,22340

-68,08710

n/a

450

Biopile Soil Treatment

70.303

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-00226

-38,19080

-68,11150

n/a

Biopile Soil Treatment

3.125

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0023

-38,22820

-68,07020

n/a

Biopile Soil Treatment

7.811

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0024

38,19090

-68,12530

n/a

Biopile Soil Treatment

9.374

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0025

-38,20470

-68,09430

n/a

300

Biopile Soil Treatment

46.868

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0027

-38,20020

-68,10480

n/a

Biopile Soil Treatment

9.061

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0030

-38,18080

-68,10570

n/a

150

Biopile Soil Treatment

23.434

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0038

38,23300

-68,09390

n/a

150

Biopile Soil Treatment

23.434

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0041

-38,17680

-68,12210

n/a

130

Biopile Soil Treatment

20.310

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0043

-38,18590

-68,09420

n/a

1.430

Biopile Soil Treatment

223.406

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0045

-38,20020

-68,09790

n/a

100

Biopile Soil Treatment

15.623

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0046

-38,18150

-68,11170

n/a

320

Biopile Soil Treatment

49.993

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0050

-38,22380

-68,10110

n/a

Biopile Soil Treatment

1.000

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0051

-38,20000

-68,09100

n/a

Biopile Soil Treatment

5.077

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0053

-38,17670

-68,10170

n/a

Biopile Soil Treatment

7.811

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0058

-38,17220

-68,11160

n/a

Biopile Soil Treatment

9.999

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0061

-38,23230

-68,05260

n/a

Biopile Soil Treatment

2.734

Sanitation, treatment and final disposal

01/01/2014

12/31/2010

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0063

-38,23270

-68,08020

n/a

800

Biopile Soil Treatment

124.982

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0066

-38,16280

-68,12570

n/a

Biopile Soil Treatment

3.906

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0071

38,22760

-68,04940

n/a

Biopile Soil Treatment

7.811

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0072

-38,15830

-68,13600

n/a

240

Biopile Soil Treatment

37.495

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0077

-38,19090

-68,13220

n/a

Biopile Soil Treatment

2.625

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0079

-38,15350

-68,12560

n/a

Biopile Soil Treatment

12.498

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0082

-38,18130

-68,09800

n/a

150

Biopile Soil Treatment

23.434

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0084

-38,23720

-68,06990

n/a

Biopile Soil Treatment

781

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0087

-38,19080

-68,10480

n/a

Biopile Soil Treatment

4.687

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0089

-38,18620

-68,13560

n/a

Biopile Soil Treatment

1.719

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0093

-38,17690

-68,11520

n/a

150

Biopile Soil Treatment

23.434

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0099

-38,21840

-68,06330

n/a

Biopile Soil Treatment

1.562

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0104

-38,23750

-68,09730

n/a

150

Biopile Soil Treatment

23.434

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0132

-38,17890

-68,10390

n/a

Biopile Soil Treatment

781

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0144

-38,21470

-68,09750

n/a

Biopile Soil Treatment

1.328

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0151

-38,15440

-68,11880

n/a

Biopile Soil Treatment

4.296

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0156

38,18390

-68,10350

n/a

Biopile Soil Treatment

7.108

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-0161

-38,23060

-68,09240

n/a

Biopile Soil Treatment

12.498

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0164

-38,23400

-68,06048

n/a

Biopile Soil Treatment

1.250

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0199

-38,15120

-68,12400

n/a

Biopile Soil Treatment

7.811

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0203

-38,14640

-68,11400

n/a

Biopile Soil Treatment

1.406

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0261

-38,24340

-68,04330

n/a

Biopile Soil Treatment

781

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-0267

-38,24000

-68,06900

n/a

Biopile Soil Treatment

1.250

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

PTE

-38,20519

-68,07687

n/a

Biopile Soil Treatment

1.234

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

Bat. 2CB

-38,19420

-68,11400

n/a

Biopile Soil Treatment

3.234

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

Bat. 3CB

-38,15150

-68,13450

n/a

Biopile Soil Treatment

5.437

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-29 to CB-41

-38,18140

-68,12540

n/a

200

Biopile Soil Treatment

31.246

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-66 to Bat 3CB

-38,16270

-68,12560

n/a

Biopile Soil Treatment

4.374

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-113 to Dis 10

-38,17720

-68,14290

n/a

Biopile Soil Treatment

10.936

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-131 to CB-34

-38,22080

-68,09310

n/a

1.500

Biopile Soil Treatment

234.342

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-17 Line

-38,20470

-68,10100

n/a

800

Biopile Soil Treatment

124.982

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

C8-126 to CB-139

-38,19800

-68.11330

n/a

200

Biopile Soil

Treatment

31.246

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Charco Bayo

CB-158 to Bat 6CB

-38,18880

-68,11350

n/a

Biopile Soil Treatment

1.875

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-159 to Bat 2CB

-38,19780

-68,10300

n/a

228

Biopile Soil Treatment

35.620

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

CB-56 to Bat 6CB

-38,19540

-68,10120

n/a

Biopile Soil Treatment

4.687

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Charco Bayo

Bat 6CB to PTC

-38,18080

-68,10560

n/a

750

Biopile Soil Treatment

117.171

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0001G

-38,14930

-68,16390

n/a

Biopile Soil Treatment

3.281

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0002

-38,15380

-68,16680

n/a

960

Biopile Soil Treatment

149.979

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0004

-38.15880

-68,15560

n/a

200

Biopile Soil Treatment

31.246

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0005

-38,15850

-68,16340

n/a

Biopile Soil Treatment

2.461

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0007

-38,15840

-68,14970

n/a

Biopile Soil Treatment

12.342

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0009

-38,16350

-68,15340

n/a

Biopile Soil Treatment

2.343

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0012

-38,15790

-68.17160

n/a

Biopile Soil Treatment

6.152

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0014

-38,15370

-68,14630

n/a

250

Biopile Soil Treatment

39.057

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0016

-38,14910

-68,17740

n/a

900

Biopile Soil Treatment

140.605

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0021

-38,13980

-68,17040

n/a

300

Biopile Soil Treatment

[Illegible]

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0022

-38,14120

-68,19140

n/a

Biopile Soil Treatment

1.484

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0026

-38,14460

-68,19430

n/a

400

Biopile Soil Treatment

62.491

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0030

-38,18180

-68,15650

n/a

Biopile Soil Treatment

9-686

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0037

-38,16800

-68,39070

n/a

600

Biopile Soil Treatment

93.737

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0039

-38,13990

-68,18400

n/a

Biopile Soil Treatment

6.718

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0043

-38,13060

-68,19100

n/a

Biopile Soil Treatment

1.625

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0057

-38,15390

-68,18060

n/a

Biopile Soil Treatment

1.140

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0060

-38,18180

-68,15970

n/a

130

Biopile Soil Treatment

20.310

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0066

-38,14940

-68,19110

n/a

Biopile Soil Treatment

1.573

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0067

-38,17250

-68,15970

n/a

Biopile Soil Treatment

7.811

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0070

-38,12140

-68,21850

n/a

Biopile Soil Treatment

3.593

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0071

-38,17730

-68,15610

n/a

Biopile Soil Treatment

2.843

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0087

-38,15570

-68,16900

n/a

100

Biopile Soil Treatment

15.623

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0089

-38,15160

-68,18590

n/a

Biopile Soil Treatment

1.687

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0104

-38,15330

-68,16340

n/a

Biopile Soil Treatment

2.531

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0110

-38,13780

-68,19100

n/a

Biopile Soil Treatment

1.000

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0114

-38,13550

-68,21520

n/a

Biopile Soil Treatment

1.125

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0124

-38,13040

-68,21370

n/a

Biopile Soil Treatment

1.922

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0127

-38,17000

-68,16130

n/a

Biopile Soil Treatment

2.406

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0133

-38,10930

-68,22340

n/a

Biopile Soil Treatment

2.343

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0135

-38,12370

-68,18610

n/a

Biopile Soil Treatment

1.843

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0142

-38,10960

-68,22760

n/a

Biopile Soil Treatment

1.094

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0144

-38,10940

-68,23340

n/a

Biopile Soil Treatment

3.140

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0146

-38,10510

-68,23110

n/a

Biopile Soil Treatment

2.500

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0148

-38,13290

-68,21090

n/a

Biopile Soil Treatment

1.562

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0149

-38,11400

-68,21300

n/a

Biopile Soil Treatment

1.562

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0156

-38,15280

-68,18330

n/a

Biopile Soil Treatment

1.594

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-0184

-38,16044

-68,16028

n/a

Biopile Soil Treatment

7.030

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

Bat. 1PB

-38,15620

-68,15710

n/a

Biopile Soil Treatment

5.468

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

Bat. 2PB

-38,12790

-68,20530

n/a

Biopile Soil Treatment

11.717

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

Bat 4PB

-38,14310

-68,18070

n/a

120

Biopile Soil Treatment

18.747

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

Bat- 6PB

-38,11200

-68,22290

n/a

Biopile Soil Treatment

2.343

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

Bat.8PB

-38,17800

-68,16470

n/a

Biopile Soil Treatment

234

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

Ex Bat 3PB

-38,13018

-68,18241

n/a

307

Biopile Soil Treatment

47.962

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

ExBat5PB

-38.14354

-68,15193

n/a

380

Biopile Soil Treatment

59.367

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

EMC 3

-38,15700

-68,15620

n/a

Biopile Soil Treatment

7.655

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-111 to Bat. 4PB

-38,14580

-68,17740

n/a

Biopile Soil Treatment

7.611

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-136 to PB-58

-38,12620

-68,18100

n/a

900

Biopile Soil Treatment

140.605

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-28 to Bat.4PB

-38,13580

-68,17300

n/a

400

Biopile Soil Treatment

62.491

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-33 to ex Bat3PB

-38,13960

-68,14980

n/a

1,300

Biopile Soil Treatment

203.0%

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB 3 to ex Bat 3PB

-38,15320

-68,15950

n/a

Biopile Soil Treatment

3.125

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-91 to Bat. 4PB

-38,14250

-68,17740

n/a

150

Biopile Soil Treatment

23.434

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-136 to PB-58

-38,11240

-68,22050

n/a

Biopile Soil Treatment

781

Sanitation, treatment and final disposal

01/01/2014

12/31/2014

Performed

Partial and final reports

Contaminated sites

Piedras Blancas

PB-140 to Bat.6PB

-38,12250

-68,21300

n/a

Biopile Soil Treatment

1.250

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

Contaminated sites

Piedras Blancas

PB-24 to PB-140

-38,12120

-68,21160

n/a

200

Biopile Soil Treatment

31.246

Sanitation, treatment and final disposal

01/01/2014

12/31/2018

Under program.

Partial and final reports

TOTAL (USD)

6,383,790

Exhibit D

FACILITIES’ ADJUSTMENT PROGRAM (TABLE OF CONTENTS)

LAW No. 4818 – EXHIBIT D

Detail of Non-conformities, Objections and Improvement Opportunities


No.	Inspection Date (DD/MM/YYYY)	Equipment / Facility / Event	Performance Commitment Date (DD/MM/YY)
PELSA-EL-NC01	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	31/12/14
PELSA-EL-NC02	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	31/12/14
PELSA-EL-NC03	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/06/15
PELSA-EL-NC04	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/06/15
PELSA-EL-NC05	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/11/13
PELSA-EL-NC06	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/12/13
PELSA-EL-NC07	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	29/11/13
PELSA-EL-NC08	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/12/13
PELSA-EL-NC09	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	31/12/14
PELSA-EL-NC10	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	29/11/13
PELSA-EL-NC11	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	29/11/13
PELSA-EL-NC12	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	01/12/14
PELSA-EL-NC13	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	29/11/13
PELSA-EL-NC 14	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	01/12/15
PELSA-EL-NC15	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	29/11/13
PELSA-EL-NC 16	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	01/06/14
PELSA-EL-NC17	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	29/11/13
PELSA-EL-NC18	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	31/12/13
PELSA-EL-NC 19	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	31/03/2015-31/10/2015
PELSA-EL-NC20	25/09/2013	EQUIPMENT / FACILITY / EVENT: PIAS/PIAD Salt Water and Fresh Water Injection Plant	29/11/13
PELSA-EL-NC21	25/09/2013	EQUIPMENT / FACILITY / EVENT: PIAS/PIAD Salt Water and Fresh Water Injection Plant	01/12/15
PELSA-EL-NC22	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAD Fresh Water Transfer Plant	01/12/13
PELSA-EL-NC23	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAD Fresh Water Transfer Plant	01/06/16
PELSA-EL-NC24	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAD Fresh Water Transfer Plant	01/12/15
PELSA-EL-NC25	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	31/03/14
PELSA-EL-NC26	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/12/18
PELSA-EL-NC27	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	31/03/Í4


PELSA-EL-NC28	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/11/15
PELSA-EL-NC29	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	31/12/14
PELSA-EL-NC30	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/05/15
PELSA-EL-NC31	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/12/13
PE LSA-EL-NC32	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	29/11/13
PELSA-EL-NC33	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/12/17
PELSA-EL-NC34	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/12/16
PELSA-EL-NC35	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	31/12/14
PELSA-EL-NC36	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	31/03/14
PELSA-EL-NC37	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/06/16
PELSA-EL-NC38	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	31/12/14
PELSA-EL-NC39	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/12/15
PELSA-EL-NC40	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	31/12/14
PELSA-EL-NC41	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/03/14
PELSA-EL-NC42	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	29/11/13
PELSA-EL-NC43	25/09/2013	EQUIPMENT / FACILITY / EVENT: Piedras Blancas and Charco Bayo Batteries	01/12/13
PELSA-EL-NC44	24/09/2013	EQUIPMENT / FACILITY / EVENT: LACK OF SURROUNDING FENCE AT WELLS	31/12/16
PELSA-EL-NC45	24/09/2013	EQUIPMENT / FACILITY / EVENT: WELLHEAD CONDITIONING	30/06/14
PELSA-EL-NC46	24/09/2013	EQUIPMENT / FACILITY / EVENT: LACK OF SURROUNDING FENCE AT INJECTION WELLS	01/12/17
PELSA-EL-NC47	24/09/2013	EQUIPMENT / FACILITY / EVENT: LACK OF SURROUNDING FENCE AT OUT-OF-SERVICE WELLS	01/12/15
PELSA-EL-NC48	24/09/2013	EQUIPMENT / FACILITY / EVENT: BOP CONDITIONING AND REMOVAL OF PIPELINE	01/07/14
PELSA-EL-NC49	24/09/2013	EQUIPMENT / FACILITY / EVENT: WELLHEAD SPILLS	01/05/14
PELSA EL-NC50	24/09/2013	EQUIPMENT / FACILITY / EVENT: HYDROCARBONS STAINS	01/05/14
PELSA-E L-NC51	24/09/2013	EQUIPMENT / FACILITY / EVENT: LOCATION CLEANING	01/02/14
PELSA-E L-NC52	24/09/2013	EQUIPMENT / FACILITY / EVENT: SIGN CONDITIONING	31/10/16
PELSA-6L-NC53	24/09/2013	EQUIPMENT / FACILITY / EVENT: WELLHEAD IN BAD CONDITION	01/07/14
PELSA-EL-NC54	24/09/2013	EQUIPMENT / FACILITY / EVENT: LOCATION CLEANING	01/11/13
PELSA-EL-NC55	24/09/2013	EQUIPMENT / FACILITY / EVENT: SIGNAGE	01/05/14
PELSA-EL-NC56	24/09/2013	EQUIPMENT / FACILITY / EVENT: PIPELINE AT VULNERABLE AREA	01/03/14
PELSA-EL-NC57	24/09/2013	EQUIPMENT / FACILITY / EVENT: LADDER WITH SAFETY CAGE	31/12/16
PELSA-EL-NC58	24/09/2013	EQUIPMENT / FACILITY / EVENT: WELLHEAD GAS LEAK AND HYDROCARBONS STAINS	31/12/2013-31/05/2014
PELSA-EL-NC59	24/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant	01/12/16
PELSA-EL-NC60	24/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant	31/12/14
PELSA-EL-NC61	24/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant	31/12/14


PELSA-EL-NC62	24/09/2013	EQUIPMENT / FACILITY / EVENT: Furnaces—LPG Plant	31/12/14
PELSA-E L-NC63	24/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant – Out-of-service Facilities	31/12/14
PELSA-EL-NC64	24/09/2013	EQUIPMENT / FACILITY / EVENT: Propane and butane accumulation system and dispatch – LPG Plant	01/12/15
PELSA-EL-NC65	24/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant—Furnaces	01/12/15
PELSA-EL-NC66	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 04	01/12/13
PELSA-EL-NC67	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 04	01/12/14
PELSA-EL-NC68	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 04	31/03/14
PELSA-EL-NC69	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 04	31/12/2013-31/10/2014
PELSA-EL-NC70	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 04 – Furnace	01/12/15
PELSA-EL-NC71	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 04-	31/12/14
PELSA-EL-NC72	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 04 -	31/03/14
PELSA-EL-NC73	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	01/11/13
PELSA-EL-NC74	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03 – Engines Sector	01/03/14
PELSA-EL-NC 75	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03 – Furnaces Sector	01/12/15
PELSA-EL-NC76	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03 – Venting Sector	01/07/14
PELSA-EL-NC77	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	01/12/17
PELSA-EL-NC78	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	31/03/14
PELSA-EL-NC79	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/12/15
PELSA-EL-NC80	24/09/2013	EQUIPMENT / FACILITY / EVENT: INTERNAL CONSUMPTION GAS BALANCE	01/12/13
PELSA-EL-NC81	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	01/01/14
PELSA-EL-NC82	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03 – Separation	31/12/14
PELSA-EL-NC83	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03—Separation	01/12/17
PELSA-EL-NC84	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03 – Compression	31/03/14
PELSA-EL-NC85	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03- Treatment	01/12/17
PELSA-EL-NC86	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03- Fuel Gas	31/12/14
PELSA-EL-NC87	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	31/12/14
PELSA-EL-NC88	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	01/12/17
PELSA-EL-NC89	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	01/12/17
PELSA-EL-NC90	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 03	01/07/14
PELSA-EL-NC91	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No 2- Dehydration	31/12/2013-31/12/2016
PELSA-EL-NC92	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 2	29/11/13
PELSA-EL-NC93	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 2	29/11/13
PELSA-EL-NC94	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 2	31/12/2013-31/12/2016


PELSA-EL-NC95	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 1- Compression	31/03/14
PELSA-EL-NC96	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 1- Treatment	01/12/13
PELSA-EL-NC97	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 1- Treatment	31/12/2013-31/12/2014
PELSA-EL-NC98	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 1- Pipes and enclosures	01/12/13
PELSA-EL-NC99	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Stations – Instruments Gas	29/11/13
PELSA-EL-NC100	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station 02	31/10/13
PELSA-EL-NC101	24/09/2013	EQUIPMENT / FACILITY / EVENT: Compressor Station No. 1- Pipes and enclosures	31/12/2013-31/12/2014
PELSA-EL-O01	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/12/13
PELSA-EL-O02	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/03/14
PELSA-EL-003	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/03/14
PELSA-EL-O04	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	01/07/14
PELSA-EL-O05	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	29/11/13
PELSA-EL-O06	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	01/10/13
PELSA-El-007	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	01/03/t4
PELSA-EL-008	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	31/12/13
PELSA-EL-009	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	01/03/14
PELSA-EL-010	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAD Fresh Water Transfer Plant	01/12/13
PELSA-EL-011	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTAD Fresh Water Transfer Plant	01/12/13
PELSA-EL-012	25/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant – Red Fire Room	01/03/14
PELSA-EL-013	25/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant – Gas Pipeline Compressors 2.3 and 7	31/12/14
PELSA-EL-014	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	31/12/14
PELSA-EL-015	24/09/2013	EQUIPMENT / FACILITY / EVENT: PIAS/PIAD Salt Water and Fresh Water Injection Plant	29/11/13
PELSA-EL-016	24/09/2013	EQUIPMENT / FACILITY / EVENT: LPG Plant	01/12/13
PELSA EL 017	24/09/2013	EQUIPMENT / FACILITY / EVENT: ALLOCATION FACTOR	31/07/14
PELSA EL-OM01	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	29/11/13
PELSA-EL-OM02	24/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	31/12/15
PELSA-EL-OM03	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTC Crude Treatment Plant	29/11/13
PELSA-EL-OM04	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	31/12/14
PELSA-EL-OM05	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	31/12/14
PELSA-EL-OM06	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	29/11/13
PELSA-EL-OM07	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	01/12/15
PELSA-EL-OM08	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTAS Salt Water Treatment Plant	31/12/14
PELSA-EL-OM09	25/09/2013	EQUIPMENT / FACILITY / EVENT: PTE Effluents Treatment Plant	29/11/13
PELSA-EL-OM10	24/09/2013	EQUIPMENT / FACILITY / EVENT: SIGNAGE	31/12/16
PELSA-EL-OM11	24/09/2013	EQUIPMENT / FACILITY / EVENT: SIGNAGE	31/12/16

Exhibit E

CONCESSION MAP AND COORDINATES

(There follows a map including coordinates)

Exhibit 10.8

RENEGOTIATION AGREEMENT

In the City of Cipolletti, on December 9, 2014 a meeting was held by the Province of Río Negro, represented by the Secretary of Energy, Eng. Néstor Marcelo Echegoyen, with domicile established at España 316, 1st floor, in the City of Cipolletti, in its capacity as Enforcement Authority of Law No. 4818, hereinafter the PROVINCE, party of the first part; and by the company Petrobras Argentina S.A., hereinafter CONCESSIONAIRE represented by its attorney-in-fact, Mr. Marcelo Gerardo Gómez, with domicile established at Mengelle 59, 5 ^th Floor, Office 1, in the city of Cipolletti, party of the second part, and both of them jointly referred to as the PARTIES. The Parties agree to enter into the Agreement set forth hereinbelow:

On May 2, 2013, CONCESSIONAIRE filed a note with the PROVINCE whereby it applied for registration with the Provincial Register for Renegotiation of Hydrocarbons Areas’ Exploitation Concessions and attached the documents required under the Bidding Terms and Conditions.

Subsequently, the Enforcement Authority gave notice to CONCESSIONAIRE about beginning of the negotiation term by means of Note No. 132/ 13 dated October 15, 2013.

As a result, the PARTIES reached an agreement and such agreement was established under the relevant Minutes of the Meeting held on December 5, 2014. Such Minutes served as basis for this AGREEMENT.

Thus, it is the intention of the PARTIES to enter into this AGREEMENT, which shall be governed by the terms and conditions set forth hereinbelow:

NOW THEREFORE, the Parties hereby AGREE as follows:

Section 1: PURPOSE - The purpose hereof is to renegotiate the “Jagüel de los Machos,” “25 de Mayo—Medanito” and “Río Neuquén” Areas’ Exploitation Concessions located in the territory administered by the PROVINCE, established under Law No. 4818 and, consequently, extend the original terms granted under Executive Orders issued by the National Executive Branch of Government No. 1769/90, No. 2164/91 and No. 1291/94, pursuant to the terms and conditions set forth under this Agreement.

The extension of the term applicable to these Areas’ Exploitation Concessions identified hereinabove shall be for a ten (10) years’ period, counted as from expiration of the original concession term. Thus, expiration thereof shall take place on the following dates:

1) “Jagüel de los Machos” on 09/06/2025

2) “25 de Mayo—Medanito” on 10/28/2026

3) “Río Neuquén” on 11/05/2027

Section 2: REPRESENTATIONS AND WARRANTIES

2.1. CONCESSIONAIRE hereby represents and warrants irrevocably to the PROVINCE that:

2.1.1. It shall comply, in due and timely manner, with the exploitation investment commitment proposed under paragraph 12.6. of the Bidding Terms and Conditions, which value is established in paragraph 3.8. and detailed in Exhibit A to this Agreement, in order to increase hydrocarbons’ reserves and production thereof.

2.1.2. It shall perform exploration activities at the remaining exploration Areas as may be available, pertaining to the Areas which title is held thereby and mentioned in Section 1 hereof and the comprehensive assessment of all reservoirs located thereat, for the purpose of permitting the increase of reserves so as to maintain a proper production level and horizon thereof based upon the technical and financial feasibility of reservoirs.

2.2. The PROVINCE hereby represents and warrants irrevocably to CONCESSIONAIRE that:

2.2.1. The PROVINCE is fully empowered to enter into this Agreement and perform obligations thereof hereunder.

2.2.4. CONCESSIONAIRE shall exercise peaceful use and enjoyment of the exploitation and transportation concessions held thereby for the entire term of the Exploitation Concession and extensions thereof, and the PROVINCE shall indemnify and hold CONCESSIONAIRE harmless from and against any claims or actions or decisions or legislative changes which may adversely affect or change the title regime applicable to the surface areas of the Exploitation Concessions within the jurisdiction of the PROVINCE.

Section 3: RENEGOTIATION CONDITIONS

3.1. Fixed Fee: CONCESSIONAIRE shall pay to the PROVINCE as Fixed Fee for the three (3) renegotiated areas, the aggregate amounts indicated hereinbelow:

For renegotiation of the CONCESSIONS: United States Dollars Forty Million (USD 40,000,000).

Payment of this aggregate amount shall be effected in one (1) payment made at the offer exchange rate published by Banco de la Naci ó n Argentina as of the close of business on the third day prior to payment, within a five (5) business days’ term following legislative confirmation of the AGREEMENT.

Payment to the PROVINCE shall be made by wire transfer to the account to be informed thereby in writing to CONCESSIONAIRE at least two (2) business days prior to the payment date.

3.2. Contribution to Social Development and Institutions Strengthening : CONCESSIONAIRE hereby undertakes to make a cash contribution to the PROVINCE amounting to United States Dollars Six Million Nine Hundred and Five Thousand (USD 6,905,000) (equivalent to twenty percent (20%) of the Fixed Fee) to be allocated to funding construction of building infrastructure and/or acquisition of operating equipment to be located at education and/or health institutions and/or governmental agencies. Such Contribution to Social Development and Institutions Strengthening shall be paid in full (i.e. 100%) to the PROVINCE at the offer exchange rate published by Banco de la Naci ó n Argentina as of the close of business on the third day prior to payment, within a five (5) business days’ term following legislative confirmation of the Agreement. Payment shall be made by wire transfer to the account to be informed by the Province in writing to CONCESSIONAIRE at least two (2) business days prior to the payment date.

Furthermore, the PROVINCE undertakes to inform CONCESSIONAIRE on a regular basis about the application of funds invested in the above-mentioned items.

3.3.1. Oil Supplementary Contribution : It consists in three percent (3%) of monthly Oil Production. This commitment encompasses Oil Production as from the relevant month immediately succeeding the effective date of the Agreement. Settlement in cash of the relevant equivalent amount, valued as of the monthly Oil Production closing date on the basis of prices actually obtained by CONCESSIONAIRE in the respective monthly volumes produced sale transactions, shall be effected by means of a deposit in Account No. 900001006, Bank Routing Number ( CBU ): 0340100800900001006004 in the name of “ Gobierno de la Provincia de R í o Negro ” (Government of the Province of Río Negro) (Taxpayer Identification Number – CUIT —30-67284630-3) and in Account No. 730012233, Bank Routing Number ( CBU ): 0340251300730012233005, Branch 251, in the name of EDHiPSA (Taxpayer Identification Number – CUIT —30672878825), both accounts opened in Banco Patagonia, or in any other accounts as THE PROVINCE and/or the ENFORCEMENT AUTHORITY and/or EDHiPSA may indicate by any sufficient means in due course;

3.3.3. For the purpose of payment of the items described in paragraphs 3.3.1. and 3.3.2. above, such payments due dates shall be, for Exhibit I and for Exhibit II, on the same deadlines as established for payment of royalties under the Secretariat of Energy resolutions. The exchange rate to be applied shall be the offer exchange rate published by Banco de la Nación Argentina prevailing as of the close of business on the third business day prior to the due date, for Exhibit I settlement, and on the business day immediately preceding the due date for Exhibit II.

Final volumes and prices shall be included in Exhibit II hereto.

3.4. Training, Research and Development Commitment : CONCESSIONAIRE shall pay, each year to the PROVINCE, on account of each one of the three (3) Exploitation Concessions which terms are extended hereunder, an annual contribution to be allocated to the items mentioned as per the amounts indicated below:

3.4.1. United States Dollars Twenty-five Thousand (USD 25,000) in those cases where each Area production volume shall be up to 500 BOE/day.

3.4.2. United States Dollars Fifty Thousand (USD 50,000) in those cases where each Area production volume shall be higher than 500 BOE/day.

3.6. Development and Investment Plan : CONCESSIONAIRE undertakes to perform a Development and Investment Plan which shall include, in accordance with the terms mentioned in paragraph 2.1 hereof, investments and expenses for a minimum amount of United States Dollars Nine Hundred and Seven Million, Seven Hundred Thousand (USD 907,700,000) applicable to the Exploitation Concessions, as per the scope detailed in Exhibits A and B to the Agreement.

Exhibit A contains a detail of the fields’ exploitation investments and expenses, projected until the end of the Agreement term, with an aggregate expenditure commitment of United States Dollars Seven Hundred Nineteen Million, Two Hundred Thousand (USD 719.200.000).

Exhibit B contains a detail of the investments for exploration with an aggregate expenditure commitment amounting to United States Dollars Ninety-Two Million (USD 92,000,000). Moreover, it contains a detail of investments and expenses contingent upon development of concessions for up to United States Dollars Ninety-Six Million and Five Hundred Thousand (USD 96,500,000), subject to the outcome resulting from exploration activities.

3.7. Supervision and Control : Follow-up of works, expenditures and investments to be made within the concessions identified under Section 1 hereof shall be in charge of the ENFORCEMENT AUTHORITY.

etc.) to hire local labor, suppliers or services companies, CONCESSIONAIRE shall be released from such obligation by furnishing evidence of such circumstances to the ENFORCEMENT AUTHORITY at its request. In all such cases, for the purposes of contracting or subcontracting works or services necessary to perform the activity, CONCESSIONAIRE shall implement the necessary selection procedures guaranteeing transparency, effective competition and efficiency principles.

On an annual basis, CONCESSIONAIRES shall submit a sustainability report indicating the programs and actions implemented, including indicators establishing the results obtained and the improvement lines proposed to be implemented on the following year.

The aggregate investment undertaken by CONCESSIONAIRE for performance of the relevant remediation plans pertaining to the areas involved in the extensions agreed upon under this Agreement, as indicated in Exhibit C hereto, amounts to United States Dollars Fifteen Million, Three Hundred and Sixty-One Thousand, One Hundred and Forty-Two (USD 15,361,142). For the purposes of guaranteeing compliance with the investment undertaken, the PROVINCE may claim to CONCESSIONAIRE posting of bond for a sufficient amount as per the terms of Section 4.1.6.2. of Exhibit I to Law No. 4,818. Notwithstanding that, should the remediation works eventually require a higher amount than committed, the entire cost shall be borne by CONCESSIONAIRE.

3.12. Exploration Surface Areas : Notwithstanding CONCESSIONAIRE’s right to proceed to partial or total reversion of supplementary exploration surface areas, always provided that such reversion is not contrary to the effective legislation and evaluating the reasons and the grounds justifying such reversion, attempting in all cases to ensure convenient geographic proportions for future exploitation of the reverted areas, the PARTIES agree that the boundaries and areas of the EXPLOITATION CONCESSIONS being the subject-matter hereof are defined as per the terms indicated in Exhibit E hereto, based upon the expenditure commitments undertaken by CONCESSIONAIRE by virtue of the AGREEMENT and in accordance with geology knowledge of CONCESSIONAIRE whereby they are established as the best option to perform supplementary exploration activities at the CONCESSIONS.

Payment of the relevant option fee for retaining the remaining surface area at the EXPLOITATION CONCESSION (National Executive Order No. 820/98) is not a sufficient condition to retain such area, without performance of the relevant exploration investments.

3.15. Trainee Programs : CONCESSIONAIRE undertakes to include, on an annual basis, and in connection with each CONCESSION which term is extended hereunder, at its expense, an university / college student settled in the Province of Río Negro and enrolled in any course of studies relating to the hydrocarbons’ segment, hired under Law No. 26,427 and related provisions, so as to provide them with training in connection with industry-related activities.

3.16. IT Licenses : CONCESSIONAIRE shall purchase, for each Exploitation Concession which term is extended hereunder, at its expense and in the name of the ENFORCEMENT AUTHORITY and/or whoever it may designate, a GIS or similar license being suitable for performance of the terms under paragraph 4.1.8. of the Bidding Terms and Conditions; otherwise, at the request of the ENFORCEMENT AUTHORITY, it shall deliver the equipment as indicated thereby in lieu thereof, for an equivalent amount.

3.17. Turnover Tax : CONCESSIONAIRE undertakes to pay, as from the effective date of this AGREEMENT, a three percent (3%) Turnover Tax rate for extraction of liquid and/or gaseous hydrocarbons dispatched without issuing the relevant invoices outside the Province of Río Negro, either sold in their state at the time of extraction or in the form of byproducts obtained after industrialization processes. Such tax rate shall be maintained throughout the effective term of the EXPLOITATION CONCESSIONS, and extensions thereof, without any additions or supplements.

3.18 EDHiPSA Participation : It is hereby agreed upon by the PARTIES, as an additional renegotiation condition, that Concessionaire shall assign five percent (5%) of the rights and obligations thereof to the company known as Empresa de Desarrollo Hidrocarburífero Provincial Sociedad Anónima (EDHiPSA) in connection with the “Río Neuquén” area exploitation concession in the Province of Río Negro, which term is extended by virtue of this AGREEMENT. Such assignment shall be executed under a Notarial Deed within a one hundred and eighty (180) days’ term, counted as from the effective date of this AGREEMENT. The parties shall thereupon create a Joint Venture company ( Unión Transitoria de Empresas—UTE ) in order to regulate the operation and development of the area, according to the share applicable to each company. Notwithstanding the foregoing, EDHiPSA participation right shall have retroactive effect as of the effective date of this AGREEMENT.

Section 4: INFORMATION TO BE DELIVERED TO THE ENFORCEMENT AUTHORITY

Section 5: EFFECTIVE DATE

Section 6: STAMP TAX

Pursuant to the terms set forth under Section 9 of Law No. 4,818, for the purpose of Stamp Tax calculation, the taxable based under this AGREEMENT shall be based on the amount agreed upon as Fixed Fee hereunder. CONCESSIONAIRE shall be bound to effect total payment of this tax pursuant to the terms prescribed by Law No. 4,818.

Section 7: TECHNICAL LIAISON COMMITTEE

The ENFORCEMENT AUTHORITY and CONCESSIONAIRE shall form a Technical Liaison Committee, comprised of two (2) representatives of the ENFORCEMENT AUTHORITY and two (2) representatives of CONCESSIONAIRE.

Such Committee shall meet mandatorily at least once every one hundred and eighty (180) days, at a place to be determined by the Concession Authority and it shall convene extraordinary meetings if necessary, for the purpose of monitoring development of activities related to field exploration and/or exploitation.

The matters discussed at each meeting and the agreements arrived at shall be put on record under minutes duly signed by the parties.

Section 8: EVENTS OF BREACH

Breach of the obligations and commitments undertaken by CONCESSIONAIRE under the AGREEMENT which have not been included in the first paragraph of this Section shall not entail application of the penalty established under Section 80 of Law No. 17,319, but such performance may be demanded by means of the relevant administrative or court proceedings before the competent authorities. The PROVINCE shall thus reaffirm the powers entrusted thereto to apply the penalties through the competent administrative authorities, subject to the effective applicable laws.

Section 9: APPLICABLE LAW. DISPUTE RESOLUTION

This AGREEMENT shall be governed by and construed in accordance with the effective national and provincial laws.

For the purposes of regulatory construction, the following order of priority shall be observed in case of controversy:

a. Section 124 of the Argentine Constitution.

b. Sections 70 and 79 of the Provincial Constitution.

d. Provincial Law Q 4,296 and Provincial Law Q 2,627 and Regulatory Executive Order No. 24/03 thereof.

f. Executive Orders issued by the National Executive Branch of Government regulating the hydrocarbons’ activity.

g. Executive Orders issued by the Provincial Executive Branch of Government regulating the hydrocarbons’ activity.

h. Resolutions issued by the Argentine Secretariat of Energy regulating the hydrocarbons’ activity.

i. Resolutions issued by the Secretariat of Energy of Río Negro regulating the hydrocarbons’ activity.

j. Resolutions issued by the Secretariat of Hydrocarbons of Río Negro regulating the hydrocarbons’ activity.

9.3. Any differences as may arise in connection with construction and application of this AGREEMENT which may not be resolved between the PARTIES shall be submitted to the jurisdiction of the Ordinary Courts of the First Judicial District in and for the Province of Río Negro, with seat in the City of Viedma, expressly excluding and waiving any other venue or jurisdiction as may be applicable thereto.

This AGREEMENT is entered into by the PARTIES at the place and on the date as first written hereinabove, in three (3) counterparts of the same tenor and to only one effect.

Eng. Néstor M. Echegoyen, Secretary of Energy of the Province of Río Negro. Marcelo Gerardo Gómez, Attorney-in-fact for Petrobras Argentina S.A.

Exhibit A

EXPLOITATION INVESTMENT PLAN

The exploitation investment plan is aimed at developing the reserves at “Jagüel de los Machos,” “25 de Mayo—Medanito” and “Río Neuquén” Areas until termination of the AGREEMENT. Therefore, CONCESSIONAIRE undertakes to perform drilling of new wells and adjustment, improvement and optimization of facilities in order to obtain the greatest level of recovery of reserves, both discovered and to be discovered, by means of operations reasonably compatible with appropriate exploitation, from a financial and technical standpoint, of the field.

EXHIBIT A

Exploitation Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II


ACTION PLAN AND INVESTMENTS TO BE PERFORMED		YEAR	2014-2027
EXPLOITATION CONCESSION	Consolidated
OPERATOR	PETROBRAS ARGENTINA S.A.
PROVINCE	RÍO NEGRO
FIELD	25 de Mayo Medanito / Jagüel de los Machos / Río Neuquén	NEUQUEN	BASIN


					INVESTMENTS
					EXPLOITATION		SUPPLEMENTARY EXPLORATION	TOTAL
ACTION PLAN DESCRIPTION	Quantity		Units		Million USD		Million USD	Million USD
2D Seismic Data Acquisition				Km
3D Seismic Data Acquisition		100		Km2		6.50			6.50
Exploration Wells Drilling				WELLS					—
Advanced Wells Drilling				WELLS					—
Oil Wells Drilling		87		WELLS		172.11			172.11
Gas Wells Drilling				WELLS					—
Drain pit Drilling				WELLS					—
Water Injection Wells Drilling				WELLS					—
Gas Injection Wells Drilling				WELLS					—
Injection Wells Drilling for Enhanced Recovery				WELLS					—
Oil Wells Workover		72		WELLS		31.13			31.13
Gas Wells Workover				WELLS					—
Wells Conversion		16		WELLS		2.60			2.60
Wells Abandonment		35		WELLS		6.93			6.93
Enhanced Recovery Facilities									—
Secondary Recovery Facilities									—
Oil Pumping Equipment									—
Oil Pipelines				KM					—
Batteries and Dehydration and/or Desalting Plants						34.23			34.23
Storage Plants									—
LACT Units									—
Gas Pipelines									—
Natural Gas Collection Networks				KM					—
Natural Gas Treatment Plants				KM					—
Natural Gas Compression Plants				KM					—
Liquid Gas Separation Plants				[Illegible]					—
Engines and Compressors Repair and Update									—
Buildings, Warehouses, Civil Works, Roads, Etc.						18.75			18.75
Lab Facilities and Equipment									—
Environment									—
Other Investments						22.10			22.10
Remarks		Other investments connected with studies related to fields’ development


ACTION PLAN AND INVESTMENTS TO BE PERFORMED			YEAR	2014-2027
OPERATOR	PETROBRAS ARGENTINA S.A.
CONCESSION	CONSOLIDATED		INVESTMENTS
NEUQUEN	BASIN	EXPLOITATION	SUPPLEMENTARY EXPLORATION	TOTAL
TOTAL FIELDS		294.3	0.0	294.3

THE INFORMATION STATED HEREIN IS CONSIDERED TO BE IN THE NATURE OF AN AFFIDAVIT			SIGNATURE OF THE ATTORNEY-IN-FACT


2014 Period Operating Expenses until termination of the Negotiation Extension
in Million Dollars
Item	25 de Mayo/ Medanito		Jagüel de Los Machos		Río Neuquén		TOTAL
TOTAL OPERATING COST
Labor (Own Personnel)		20.4		13.7		4.4		38.6
Workover and Pulling		47.4		31.9		3.9		83.2
Services and Others		107.9		72.6		17.5		198.0
Energy		22.1		14.9		0.5		37.5
Materials and Surface Works		39.6		26.6		1.4		67.6

Total Operating Costs		237.5		159.7		27.7		424.9

Exploitation Investment Plan

EXPLOITATION CONCESSIONS: 25 de Mayo Medanito S.E.- Jagüel de los Machos—Río Neuquén

OPERATOR: Petrobras Argentina S.A.

PROVINCE: Río Negro

INVESTMENTS COMMITMENT FOR RESERVES DEVELOPMENT AND HYDROCARBONS’ EXPLOITATION (in Million USD)


Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027	Total
RESERVE DEVELOPMENT ACTIVITIES		45.6		51.2		53.0		46.5		18.8		0.6		0.4		0.6		0.4		0.6		0.8		0.6		0.4			219.3
Oil Wells Drilling		40.2		41.9		37.6		34.0		18.4		—		—		—		—		—		—		—		—			172.1
Oil Wells Workover		5.4		7.2		7.9		10.5		—		—		—		—		—		—		—		—					31.1
Wells Conversion		—		1.0		0.8		0.8		—		—		—		—		—		—		—		—					2.6
Wells Abandonment		—		1.1		0.2		1.1		0.4		0.6		0.4		0.6		0.4		0.6		0.8		0.6		0.4			6.9
3D Seismic Data Acquisition (100 km2)		—		—		6.5		—		—		—				—		—		—		—		—		—			6.5
SURFACE AREA FACILITIES		8.3		19.8		13.5		8.3		7.0		6.4		3.3		3.0		2.6		1.3		0.8		0.7		0.3			75.1
Secondary Recovery Facilities (1)		—		—		—		—		—		—		—		—		—		—		—		—		—
Oil Pumping Equipment (2)		—		—		—		—		—		—		—		—		—		—		—		—		—			—
Batteries and Dehydration and/or Desalting Plants		4.4		9.5		9.3		2.9		2.2		1.9		1.3		1.0		0.8		0.3		0.3		0.3		0.0			34.2
Natural Gas Compression Plants (1)		—		—		—		—		—		—		—		—		—		—		—		—		—			—
Liquid Gas Separation Plants (1)		—		—		—		—		—		—		—		—		—		—		—		—		—			—
Buildings, Warehouses, Civil Works, Roads, Etc.		2.1		2.0		2.3		3.3		2.3		2.4		0.8		1.0		0.8		0.7		0.5		0.4		0.3			18.7
Environment (3)		—		—		—		—		—		—		—		—		—		—		—		—		—			—
Other Investments		1.8		8.3		1.9		2.1		2.5		2.0		1.2		1.0		1.0		0.3		—		—		—			22.1
MAINTENANCE BY REASON OF BROKEN ELEMENTS OR CONTINGENCY																													—

		53.9		71.0		66.5		54.7		25.8		6.9		3.6		3.6		3.0		1.9		1.6		1.3		0.7			294.3


INVESTMENTS COMMITMENT FOR RESERVES DEVELOPMENT (detail)

Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027	Total
RESERVE DEVELOPMENT ACTIVITIES
Oil Wells Drilling		20		21		20		18		8		—		—		—		—		—		—		—		—			87
Oil Wells Workover		12		17		17		26		—		—		—		—		—		—		—		—		—			72
Wells Conversion		3		2		9		2		—		—		—		—		—		—		—		—		—			16
Wells Abandonment		—		5		1		5		2		3		2		3		2		3		4		3		2			35


ANTICIPATED OPERATING EXPENSES (in million USD)

Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027		Total
TOTAL OPERATING COST		40.5		39.9		38.9		37.6		36.7		36.8		35.2		34.3		31.1		30.5		26.9		22.0		12,8		1.7		424.9
Labor (Own Personnel)		3.7		3.6		3.5		3.4		3.3		3.3		3.2		3.1		2.8		2.8		2.5		2.0		1.2		0.3		38.6
Workover and Pulling		8.0		7.8		7.6		7.4		7.2		7.2		6.9		6.7		6.1		6.0		5.3		4.3		2.5		0.2		83.2
Services and Others		18.7		18.5		18.1		17.4		17.1		17.1		16.4		15.8		14.5		14.1		12.6		10.4		6.2		1.1		198.0
Energy		3.6		3.6		3.5		3.3		3.3		3.3		3.1		3.0		2.8		2.7		2.4		1.9		1.1		0.0		37.5
Materials and Surface Works		6.7		6.4		6.2		6.1		5.9		5.9		5.6		5.6		4.9		5.0		4.2		3.4		1.8		—		67.6

(1)	Batteries and Dehydration and/or Desalting Plants. It includes every investment in Plants, Batteries and Pipelines

(2)	Equipment of new wells is included in the wells’ cost

(3)	Included in Other Investments

(*)	It includes injection wells

Exhibit B

EXPLORATION INVESTMENT PLAN

The exploration investment plan is aimed at increasing hydrocarbons’ reserves which have not been certified to date until termination of the “Jagüel de los Machos,” “25 de Mayo—Medanito” and “Río Neuquén” Areas. Exploration works may be performed outside the existing exploitation lots or deeper horizons may be surveyed within the existing exploitation lots, trying to locate other targets, including the so-called “Unconventional” targets. To such end, Concessionaire must submit a detailed description of works to be performed in every three-year period, including anticipated expenditures for each period under consideration until termination of the Agreement.

EXHIBIT B

Exploration Investment Plan – Resolution SEN No. 2057/2005 Exhibits I and II


ACTION PLAN AND INVESTMENTS TO BE PERFORMED		YEAR	2014-2027
EXPLOITATION CONCESSION	Consolidated
OPERATOR	PETROBRAS ARGENTINA S.A.
PROVINCE	RÍO NEGRO
FIELD	25 de Mayo Medanito / Jagüel de los Machos / Río Neuquén	NEUQUEN	BASIN

INVESTMENTS

EXPLOITATION

SUPPLEMENTARY
EXPLORATION

TOTAL

ACTION PLAN DESCRIPTION

Quantity

Units

Million USD

2D Seismic Data Acquisition

3D Seismic Data Acquisition

Km2

Exploration Wells Drilling

WELLS

25.50

Advanced Wells Drilling

WELLS

66.50

Oil Wells Drilling(*)

WELLS

83.10

Gas Wells Drilling

WELLS

Drain pit Drilling

WELLS

Water Injection Wells Drilling

WELLS

Gas Injection Wells Drilling

WELLS

Injection Wells Drilling for Enhanced Recovery

WELLS

Oil Wells Workover

WELLS

Gas Wells Workover

WELLS

Wells Conversion

WELLS

Wells Abandonment

WELLS

Enhanced Recovery Facilities

—

Secondary Recovery Facilities

—

Oil Pumping Equipment

Oil Pipelines

Batteries and Dehydration and/or Desalting Plants

Storage Plants

LACT Units

Gas Pipelines

Natural Gas Collection Networks

Natural Gas Treatment Plants

Natural Gas Compression Plants

Liquid Gas Separation Plants

[Illegible]

Engines and Compressors Repair and Update

Buildings, Warehouses, Civil Works, Roads, Etc.

Lab Facilities and Equipment

Environment

Other Investments

Remarks

(*) Contingent: Activity associated with exploration success’
outcome


ACTION PLAN AND INVESTMENTS TO BE PERFORMED			YEAR	2014-2027
OPERATOR	PETROBRAS ARGENTINA S.A.
CONCESSION	CONSOLIDATED		INVESTMENTS
NEUQUEN	BASIN	EXPLOITATION	SUPPLEMENTARY EXPLORATION	TOTAL
TOTAL FIELD		0.0	175.1	175.1

THE INFORMATION STATED HEREIN IS CONSIDERED TO BE IN THE NATURE OF AN AFFIDAVIT			SIGNATURE OF THE ATTORNEY-IN-FACT


Operating Expenses contingent upon exploration success until termination of the Negotiation Extension

In Million Dollars
Item	Ant. Contingent		TOTAL
TOTAL OPERATING COST
Labor (Own Personnel)		1.2		1.2
Workover and Pulling		2.6		2.6
Services and Others		6.1		6.1
Energy		1.3		1.3
Materials and Surface Works		2.2		2.2

Total Operating Costs		13.4		13.4

EXPLORATION INVESTMENTS PLAN

EXPLOITATION CONCESSIONS: 25 de Mayo Medanito S.E.- Jagüel de los Machos—Río Neuquén

OPERATOR: Petrobras Argentina S.A.

PROVINCE: Río Negro

TOTAL EXPLORATION EXPENDITURES COMMITMENT


Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027		Total
Remaining surface area (km2)*		192.5		192.5		192.5		192.5		192.5		192.5		192.5		192.5		192.5		192.5		192.5		192.5		132.6		122.2
Total expenditures (Million USD)		—		2.0		21.5		21.5		21.5		21.5		2.0		2.0		—		—		—		—		—		—		92.0

*	In case the remaining exploration surface area is reduced by reason of enlargement and/or appearance of exploitation lots or by reason of total or partial reversion of surface areas, the relevant adjustments shall be made in accordance with Sections 3.5 and 3.10 of Exhibit II to Law No. 4,818.

Surface area of Norte de Tapera Este project (approximately 7.5 km2)

PRELIMINARY HYDROCARBONS’ EXPLORATION PROGRAM (detail)


Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027		Total
Exploration Wells Drilling		—		1		2		—		1		1		—		—		—		—		—		—		—		—		5
Extension Wells Drilling		—		—		1		3		2		2		1		1		—		—		—		—		—		—		10

PRELIMINARY HYDROCARBONS’ EXPLORATION PROGRAM (in million USD)**


Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027		Total
Exploration Wells Drilling		—		2.0		19.5		—		2.0		2.0		—		—		—		—		—		—		—		—		25.5
Extension Wells Drilling		—		—		2.0		21.5		19.5		2.0		2.0		1		—		—		—		—		—		—		66.5
Other Investments		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—

*	The program submitted is a preliminary program and it will be reviewed at the technical committee meetings set forth by Section 7 of Exhibit II to Law No. 4,818. Moreover, the program may be amended pursuant to the proposed investments results.

CONTINGENT INVESTMENTS PLAN (SUBJECT TO EXPLORATION ACTIVITIES SUCCESS)

EXPLOITATION CONCESSIONS: 25 de Mayo Medanito S.E. and Jagüel de los Machos

OPERATOR: Petrobras Argentina S.A.

PROVINCE: Río Negro


INVESTMENTS CONTINGENT UPON RESOURCES DEVELOPMENT RESULTING FROM EXPLORATION SUCCESS (in Million USD)

Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		Total
DEVELOPMENT ACTIVITIES		—		—		—		2.6		20.9		27.1		20.9		9.0		—		—		—		—		—		80.4
Oil Wells Drilling(*)		—		—		—		2.6		20.9		27.1		20.9		9.0		—		—		—		—		—
Oil Wells Workover
Wells Conversion
Wells Abandonment
SURFACE AREA FACILITIES		—		—		—		—		2.7		—		—		—		—		—		—		—		—		2.7
Secondary Recovery Facilities (1)		—		—		—		—		2.7		—		—		—		—		—		—		—		—
Oil Pumping Equipment (2)
Batteries and Dehydration and/or Desalting Plants (1)
Natural Gas Compression Plants (1)
Liquid Gas Separation Plants (1)
Buildings, Warehouses, Civil Works, Roads, Etc.
Environment (3)
Other Investments
MAINTENANCE BY REASON OF BROKEN ELEMENTS OR CONTINGENCY		—		—		—		2.6		23.5		27.1		20.9		9.0		—		—		—		—		—		83.1

INVESTMENTS CONTINGENT UPON RESOURCES DEVELOPMENT RESULTING FROM EXPLORATION SUCCESS (detail)

Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		Total
DEVELOPMENT ACTIVITIES
Oil Wells Drilling*		—		—		—		1		7		10		8		3		—		—		—		—		—		29
Oil Wells Workover																												—
Wells Conversion																												—
Wells Abandonment																												—

OPERATING EXPENSES CONTINGENT UPON DEVELOPMENT RESULTING FROM EXPLORATION SUCCESS (in Million USD)

Ítem	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		Total
TOTAL OPERATING COST		—		—		—		0.1		0.6		1.6		2.4		2.4		2.0		1.7		1.5		1.0		—		13.4
Labor (Own Personnel)								0.0		0.1		0.1		0.2		0.2		0.2		0.1		0.1		0.1		—		1.154
Workover and Pulling								0.0		0.1		0.3		0.5		0.5		0.4		0.3		0.3		0.2		—		2.679
Services and Others								0.0		0.3		0.7		1.1		1.1		0.9		0.8		0.7		0.5		—		6.100
Energy								0.1		0.1		0.2		0.2		0.2		0.2		0.2		0.1		0.1		—		1.250
Materials and Surface Works								0.0		0.1		0.3		0.4		0.4		0.3		0.3		0.3		0.2		—		2.239

(1)	Batteries and Dehydration and/or Desalting Plants: It includes every investment in Plants, Batteries and Piping

(2)	Equipment of new wells is included in the wells’ cost

(3)	Included in Other Investments

EXHIBIT C

ENVIRONMENTAL REMEDIATION PLAN

Secretariat of Energy

RN—Río Negro Government

EXHIBIT C

Environmental Liabilities Remediation Plan

CONCESSIONAIRE: Petrobras Argentina S.A.

CONCESSION AREA: Río Neuquén

LOCATION

LIABILITY SIZE

PERFORMANCE TERM

ENVIRONMENTAL
LIABILITY

FIELD

SECTOR—
AREA—
FACILITY

[Illegible]
COORDINATES

AFFECTED
AREA

AFFECTED
VOLUME

REMEDIATION
METHODOLOGY

INVESTMENT
AMOUNT IN
USD

STAGES

START

END

CONTROL
AND
MONITORING
TYPE

Oil-spilled land

Río
Neuquen

Battery
BAT-2

2 572.294

5.714.916

858

150.0

[Illegible]

USD -

Removal
and
Treatment
[Illegible]

[Illegible]

Note
submitted

PETROBRAS

[Illegible]

Oil-spilled land

Río
Neuquen

Battery
BAT-4

2 569 809

5.715.559

100.0

[Illegible]

USD

Removal
and
Treatment
[Illegible]

[Illegible]

Note
submitted

PETROBRAS

[Illegible]

Oil-spilled land

Río
Neuquen

Battery
BAT-7

2.573 879

5.713.236

23.8

[Illegible]

USD
[Illegible]

Removal
and
Treatment
[Illegible]

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

Battery
BAT-9

2.567 692

5.715.945

758

250.0

[Illegible]

USD

Removal
and
Treatment
[Illegible]

[Illegible]

Note
submitted

PETROBRAS

[Illegible]

Oil-spilled land

Río
Neuquen

Battery
BAT-9

2.567 701

5.715 889

1668

550.0

[Illegible]

USD

Removal
and
Treatment
[Illegible]

[Illegible]

Note
submitted

PETROBRAS

[Illegible]

Oil-spilled land

Río
Neuquen

[Illegible]
Tank

2.572.392

5.713.239

314

753.6

[Illegible]

USD
284 861

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

[Illegible]
Well

2.577.952

5 717.172

22.1

[Illegible]

USD
8,354

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-110
Well

2.574.663

5712 518

26.3

[Illegible]

USD
9,941

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-112
Well

2 576 424

5 712 912

9.4

[Illegible]

USD
3.553

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-119
Well

2.570.523

5.714.355

404

324.9

[Illegible]

USD
122.812

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-130
Well

2.568.326

5.716.750

16.4

[Illegible]

USD
[Illegible]

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-150
Well

2.573 199

5.714.042

982

1.178,4

[Illegible]

USD
445 435

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-0021
Well

2.572.110

5.714 807

280

125.0

[Illegible]

USD

Removal
and
Treatment
[Illegible]

[Illegible]

Note
submitted

PETROBRAS

[Illegible]

Oil-spilled land

Río
Neuquen

RN-26 Well

2 569.601

5.717.382

0.2

[Illegible]

USD 76

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-0009
Well

2.571.213

5.715.658

24.4

[Illegible]

USD 9
223

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-98 Well

2.572.671

5 713.358

404

324.9

[Illegible]

USD 122
812

Removal
and
Treatment

[Illegible]

Partial and
final reports

Oil-spilled land

Río
Neuquen

RN-99 Well

2.574.268

5.712 977

1414

2.120,6

[Illegible]

USD 801
587

Removal
and
Treatment

[Illegible]

Partial and
final reports

Pools Monitoring

Río
Neuquen

Sanitation of
2 pools in
1994-95

2 573 199

[Illegible

]

2400

0.0

[Illegible]

USD
[Illegible]

Monitoring

[Illegible]

Partial and
final reports

Repository

Río
Neuquen

[Illegible]
Well

2.577.952

5.71

400

N/A

[Illegible]

USD
50,000

[Illegible]

Partial and
final reports

Unused roads and paths

Río
Neuquen

Miscellaneous

2.573.879

5 713.236

To be
determined

[Illegible]

USD
150,000

[Illegible]

Partial and
final reports

Unused Pipes and other Facilities

Río
Neuquen

Miscellaneous

2.567.692

5 715 945

To be
determined

[Illegible]

USD
300,000

[Illegible]

Partial and
final reports

TOTAL
Area USD

2,333,850

Secretariat of Energy

RN—Río Negro Government

EXHIBIT C

Environmental Liabilities Remediation Plan

CONCESSIONAIRE: Petrobras Argentina S.A.

CONCESSION AREA: Jagüel de los Machos

LOCATION

LIABILITY SIZE

PERFORMANCE TERM

ENVIRONMENTAL
LIABILITY

FIELD

SECTOR—
AREA—
FACILITY

[Illegible]
COORDINATES

AFFECTED
AREA

AFFECTED
VOLUME

REMEDIATION
METHODOLOGY

INVESTMENT
AMOUNT IN
USD

STAGES

START

END

CONTROL

AND
MONITORING

TYPE

Oil-spilled land

Jagüel de los Machos

[Illegible]
Well

2 606 916

5.779.379

17.8

[Illegible]

USD
10,177

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

Jagüel de los Machos

1020 Well

2.605 529

5.774 568

14.3

[Illegible]

USD
8,176

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

Jagüel de los Machos

[Illegible]
Well

2 607.347

5 774 810

19.4

[Illegible]

USD
11,092

Removal and Treatment

[Illegible]

Partial and final reports

Pools Monitoring

Jagüel de los Machos

Sanitation of
20 pools in
1994-95

2.606.083

5.780.722

24,000

0.0

[Illegible]

USD
13,000

Monitoring

[Illegible]

Partial and final reports

Unused Pipes and other Facilities

Jagüel de los Machos

Miscellaneous

2.606.083

5.780.722

To be
determined

[Illegible]

USD
350,000

[Illegible]

Partial and final reports

TOTAL
Area USD

292,446

Secretariat of Energy

RN - Río Negro Government

EXHIBIT C

Environmental Liabilities Remediation Plan

CONCESSIONAIRE: Petrobras Argentina S.A.

CONCESSION AREA: 25 de Mayo - Medanito

LOCATION

LIABILITY SIZE

PERFORMANCE
TERM

ENVIRONMENTAL
LIABILITY

FIELD

SECTOR -
AREA -
FACILITY

[Illegible]
COORDINATES

AFFECTED
AREA

AFFECTED
VOLUME

REMEDIATION
METHODOLOGY

INVESTMENT
AMOUNT IN
USD

STAGES

START

END

CONTROL AND
MONITORING TYPE

Oil-spilled land

25 de Mayo
- Medanito
SE

Battery
BAT-10

2 601 493

5 785.410

1.765

6 648.0

[Illegible]

USD
3,801,094

Removal
and
Treatment
[Illegible]

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

Battery
BAT-10

2 601 493

5.785 410

635

2392.0

[Illegible]

USD 1
367 662

Removal
and
Treatment
[Illegible]

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

Battery
BAT-11

2 605 091

5 784 044

305

62.3

[Illegible]

USD 35
621

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

Battery
BAT-14

2 597.739

5.798.801

1.474

158,0

[Illegible]

USD 90
339

Removal
and
Treatment
[

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

Battery
BAT-15

2.595.957

5 794 570

1.050

175.1

[Illegible]

USD 100
116

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

Battery
BAT-15

2.595 957

5 794 570

24,2

[Illegible]

USD 13
837

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

[Illegible]
Well

2.603.799

5.785 959

94.2

[Illegible]

USD 53
860

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

[Illegible]
Well

2.603.018

5.783 915

216

42.1

[Illegible]

USD
24.071

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

[Illegible]
Well

2 603 764

5 785.249

20.0

[Illegible]

USD -

Removal
and
Treatment

[Illegible]

Completed

[Illegible]

Oil-spilled land

25 de Mayo
- Medanito
SE

[Illegible]
Well

2.601 457

5 786 088

471

47.1

[Illegible]

USD
26.930

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

[Illegible]
Well

2 599 607

5 788.220

1 251

1.760.0

[Illegible]

USD -

Removal
and
Treatment

[Illegible]

Completed

Note
[Illegible]

Oil-spilled land

25 de Mayo
- Medanito
SE

[Illegible]
Well

2 599.580

5 789 020

9.8

[Illegible]

USD 5
603

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo
- Medanito
SE

[Illegible]
Well

2.602.404

5 785 965

219

86.8

[Illegible]

USD 49
629

Removal
and
Treatment

[Illegible]

Partial
and final
reports

Oil-spilled land

25 de Mayo - Medanito SE

EM-1112
Well

2 594.493

5.795 542

200

195.0

[Illegible]

USD
111.494

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM-1113
Well

2.594.405

5 794 799

141.3

[Illegible]

USD 80
790

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]
Well

2 603 088

5 785 291

400

160.0

[Illegible]

USD -

Removal and Treatment [Illegible]

[Illegible]

Completed

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]
Well

2 596.972

5.790 484

220

45.5

[Illegible]

USD
26.015

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]
Well

2 596 606

5 789 955

3.5

[Illegible]

USD
2,001

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]
Well

2.596.608

5 789 389

21.1

[Illegible]

USD
12,064

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM-1477
Well

2.596.973

5.791.349

315

51.2

[Illegible]

USD
29,274

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM
[Illegible]
Well

2.595 795

5 791 985

`7.9

[Illegible]

USD
4,517

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM-241
Well

[Illegible

]

5 789 929

61.2

[Illegible]

USD
34,992

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM- 243
Well

2 595 171

5 791 926

82.4

[Illegible]

USD
47.113

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM- 301
Well

2 601 392

5 786.455

10.6

[Illegible]

USD
6.061

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM- 310
Well

2 603 435

5 785 630

60.0

[Illegible]

USD -

Removal and Treatment

[Illegible]

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

EM
[Illegible]
Well

[Illegible

]

5 784 516

1311

655.5

[Illegible]

USD 374
792

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM- 321
Well

[Illegible

]

5 784.227

3.800

1,780.0

[Illegible]

USD -

Removal and Treatment

[Illegible]

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

EM- 365
Well

2.600.672

[Illegible

]

314

157.0

[Illegible]

USD
80,767

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM
[Illegible]
Well

[Illegible

]

[Illegible

]

[Illegible

]

[Illegible

]

[Illegible]

USD -

Removal and Treatment

[Illegible]

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

EM- 413
Well

2 600 057

5 787 871

152

151.5

[Illegible]

USD 86
622

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM- 415
Well

2 600.059

5 787 282

16.1

[Illegible]

USD
9,205

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

EM- 416
Well

2 598 698

5.788 020

630

560.0

[Illegible]

USD -

Removal and Treatment

[Illegible]

Completed

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

EM- 659
Well

2 598 587

5.790 934

9.8

[Illegible]

USD
5,603

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

Pipeline -
BAT-15

2 596 684

5 791 397

1.178

683.0

[Illegible]

USD
390,515

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]
EM-1017-
1185

2 600.373

5 787.167

1.6

[Illegible]

USD 915

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible] RN
EM-

1022 to
Satellite

(new)

2.601.912

5 785.994

126

276.3

[Illegible]

USD
157.979

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]

2 605 155

5 784.243

4.194

1.360,0

[Illegible]

USD -

Removal and Treatment

[Illegible]

Completed

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]
EM-1089 to
1176

2 605 669

5 782.648

15.7

[Illegible]

USD
8,977

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

Varios RN
EM- 1000

2 600 139

5 788.403

314

157.0

[Illegible]

USD
[Illegible]

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]

259.905

5 787 584

39.3

[Illegible]

USD
22,470

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]

2600391

5.787 167

3.9

[Illegible]

USD
2,230

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]

2 597.735

5 788 976

75.4

[Illegible]

USD
43,131

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]

2.602.142

5 785 380

5 293

2 180.0

[Illegible]

USD -

Removal and Treatment

[Illegible]

Completed

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible] RN
EM- 307 to
1022

2 601 314

5 785 901

471

94.2

[Illegible]

USD
53,860

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible] RN
EM- 415 to
1107

2.599.830

5 787 230

7 400

3 780.0

[Illegible]

USD -

Removal and Treatment

[Illegible]

Completed

Note [Illegible]

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible] EM
Access to
B15

2 596.624

5.791.531

2.0

[Illegible]

USD
1,144

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible] EM
Wells 1181
and 335

2.603 463

5.782.344

196

196.3

[Illegible]

USD
112,237

Removal and Treatment

[Illegible]

Partial and final reports

Oil-spilled land

25 de Mayo - Medanito SE

[Illegible]

2 600 049

5 787 948

62.8

[Illegible]

USD
35,907

Removal and Treatment

[Illegible]

Partial and final reports

Pools Monitoring

25 de Mayo - Medanito SE

Sanitation of
181 pools in
1993-

[Illegible]

2 596 040

5 787.430

217.200

0.0

[Illegible]

USD
115,000

Monitoring

[Illegible]

Partial and final reports

Repository

25 de Mayo - Medanito SE

RN- 1188
Repository

2 598 509

5 787.926

10.000

10,000.0

[Illegible]

USD
2,744,658

Removal and Treatment

[Illegible]

Removal and Treatment

[Illegible]

Completed

[Illegible]

Note [Illegible]

Repository

25 de Mayo - Medanito SE

Repository

Solid Waste

2 597.416

5 790 609

5.000

7,500.0

[Illegible]

USD
1,150,000

Removal and Treatment

[Illegible]

Partial and final reports

Unused Facilities

25 de Mayo - Medanito SE

Unused
Piping

2.601.493

5.785 410

To be
determined

0.0

[Illegible]

USD
461,000

[Illegible]

Partial and final reports

Unused Facilities

25 de Mayo - Medanito SE

Miscellaneous

2.597.260

5.791 046

To be
determined

0.0

[Illegible]

USD 350
000

[Illegible]

Partial and final reports

Unused roads and paths

25 de Mayo - Medanito SE

Miscellaneous

2.605 091

5 784.044

To be
determined

N/A

[Illegible]

USD 410
000

[Illegible]

[Illegible] and Restoration

[Illegible]

Partial and final reports

Waste

25 de Mayo - Medanito SE

Miscellaneous

2.597.416

5 790 609

N/A

To be
determined

[Illegible]

USD 96
000

Recovery and disposal

[Illegible]

TOTAL
Area USD

12,734,846

Exhibit D

FACILITIES’ ADJUSTMENT PROGRAM

(TABLE OF CONTENTS)


Non-conformities / Objections / Improvement Opportunities	Date (DD/MM/YYYY)	Equipment / Facility / Event	Performance Commitment Date (DD/MM/YY)
PESA-OM-01	03/09/2013	EQUIPMENT / FACILITY / EVENT: PERSONNEL TRAINING	28/02/14
PESA-ME-OM01	03/09/2013	EQUIPMENT / FACILITY / EVENT: BATTERY 12	10/11/13
PESA-ME-OM02	03/09/2013	EQUIPMENT / FACILITY / EVENT: BATTERY 12	05/11/13
PESA-ME-OM03	03/09/2014	EQUIPMENT / FACILITY / EVENT: Submit plan to remove all the facilities and [Illegible]	31/12/2014
PESA-ME-OM04	01/10/2013	EQUIPMENT / FACILITY / EVENT: Oil-spilled Land Remediation	31/12/18
PESA-ME-0M05	01/10/2013	EQUIPMENT / FACILITY / EVENT: Oil-spilled Land Remediation	31/12/17
PESA-ME-OM06	01/10/2013	EQUIPMENT / FACILITY / EVENT: SURROUNDING FENCE AT INJECTION WELLS	31/03/14
PESA-ME-OM07	01/10/2013	EQUIPMENT / FACILITY / EVENT: INJECTION WELLS’ FLOWMETERS	31/12/16
PESA-ME-OM08	01/10/2013	EQUIPMENT / FACILITY / EVENT: OIL WELLS SURROUNDING FENCE	31/12/16
PESA-RNQN-OM01	10/09/2013	EQUIPMENT / FACILITY / EVENT: Battery 7	30/06/14
PESA-RNQN-OM02	10/09/2013	EQUIPMENT / FACILITY / EVENT: Battery 7	05/11/13
PESA-RNQN-OM03	01/10/2013	EQUIPMENT / FACILITY / EVENT: WELLS	31/12/17
PESA-RNQN-OM04	01/10/2013	EQUIPMENT / FACILITY / EVENT: SURROUNDING FENCE AT INJECTION WELLS	05/11/13
PESA-RNQN-OM05	01/10/2013	EQUIPMENT / FACILITY / EVENT: OIL WELLS SURROUNDING FENCE	31/12/16
PESA-JDM-OM01	01/10/2013	EQUIPMENT / FACILITY / EVENT: SURROUNDING FENCES	31/03/14
PESA-JDM-OM02	01/10/2013	EQUIPMENT / FACILITY / EVENT: Oil Wells Signage	31/03/14
PESA-JDM-O01	14/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 17	31/03/14
PESA-JDM-O02	14/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 17	31/03/14
PESA-JDM-O03	01/10/2013	EQUIPMENT / FACILITY / EVENT: SURROUNDING FENCES CONSTRUCTION	05/11/13
PESA-ME-O01	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 11	17/10/13
PESA-ME-O02	03/09/2013	EQUIPMENT / FACILITY / EVENT: Battery 12	31/10/13
PESA-ME-O03	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 15	15/11/13
PESA-ME-O04	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/12/2013
PESA-ME-O05	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/12/2013
PESA-ME-O06	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito – [Illegible]	05/11/2013
PESA-ME-O07	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito – [Illegible]	05/11/2013
PESA-ME-O08	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/10/2013


PESA-ME-O09	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/10/2013
PESA-ME-O10	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/10/2013
PESA-ME-O11	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/10/2013
PESA-ME-O12	27/09/2013	EQUIPMENT / FACILITY / EVENT: PMP RN 435 (ID 1744)	05/11/2013
PESA-ME-O13	27/09/2013	EQUIPMENT / FACILITY / EVENT: WELLS ABANDONMENT PRIORITY (RESOLUTION [Illegible])	31/12/2015
PESA-RNQN-O01	27/09/2013	EQUIPMENT / FACILITY / EVENT: FISCAL MEASUREMENT POINTS	31/12/2015
PESA-RNQN-O02	01/10/2013	EQUIPMENT / FACILITY / EVENT: REQUEST FOR INFORMATION	18/10/2013
PESA-JDM-NC01	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 17	31/12/2013 – 31/3/2014
PESA-JDM-NC02	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 17	31/07/2015
PESA-JDM-NC03	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 17	31/12/2013
PESA-JDM-NC04	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 17	30/06/2015
PESA-JDM-NC05	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 21	30/06/2015
PESA-JDM-NC06	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 22	31/12/2015
PESA-JDM-NC07	14/08/2013	EQUIPMENT / FACILITY / EVENT: ROADS	31/07/2014
PESA-JDM-NC08	01/10/2013	EQUIPMENT / FACILITY / EVENT: PC RN TA-1065	31/12/2014
PESA-JDM-NC09	01/10/2014	EQUIPMENT / FACILITY / EVENT: [Illegible] RN TA-1072	30/11/2013
PESA-JDM-NC10	01/10/2013	EQUIPMENT / FACILITY / EVENT: YPF RN TA [Illegible]	30/06/2015
PESA-ME-NC01	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 10	31/12/2013
PESA-ME-NC02	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 11	30/06/2015
PESA-ME-NC03	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 11	31/12/2013 – 30/4/2014
PESA-ME-NC04	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 12	30/06/2015
PESA-ME-NC05	03/09/2013	EQUIPMENT / FACILITY / EVENT: Battery 12	31/12/2013
PESA-ME-NC06	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 12	30/06/2015
PESA-ME-NC07	03/09/2013	EQUIPMENT / FACILITY / EVENT: Battery 12	31/12/2013
PESA-ME-NC08	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 12	30/06/2014
PESA-ME-NC09	27/08/2014	EQUIPMENT / FACILITY / EVENT: Battery 14	05/11/2013
PESA-ME-NC10	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 14	31/12/2015
PESA-ME-NC11	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 14	31/12/13
PESA-ME-NC12	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 15	30/06/15
PESA-ME-NC13	27/08/2013	EQUIPMENT / FACILITY / EVENT: Battery 15	31/12/13
PESA-ME-NC14	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	05/11/2013
PESA-ME-NC15	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/12/2015
PESA-ME-NC16	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/12/2013
PESA-ME-NC17	21/08/2014	EQUIPMENT / FACILITY / EVENT: PTC Medanito	30/06/2014
PESA-ME-NC18	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/12/2013
PESA-ME-NC19	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	31/12/2013
PESA-ME-NC20	21/08/2014	EQUIPMENT / FACILITY / EVENT: La Pampa Gas Pipeline Compressor	04/11/2013


PESA-ME-NC21	21/08/2013	EQUIPMENT / FACILITY / EVENT: PTC Medanito	04/11/2013
PESA-ME-NC22	21/08/2013	EQUIPMENT / FACILITY / EVENT: Plants PUMPS	31/12/2013
PESA-ME-NC23	01/10/2014	EQUIPMENT / FACILITY / EVENT: Wells Oil-spilled land	31/12/2016
PESA-ME-NC24	01/10/2014	EQUIPMENT / FACILITY / EVENT: Wells Cathodic Protection equipment	31/12/2014 – 30/6/2016
PESA-ME-NC25	01/10/2013	EQUIPMENT / FACILITY / EVENT: Wells Unused Piping at location	31/12/2014
PESA-ME-NC26	01/10/2014	EQUIPMENT / FACILITY / EVENT: Abandonment Schedule Submission	31/01/2014
PESA-ME-NC27	01/10/2013	EQUIPMENT / FACILITY / EVENT: INJECTION WELL – FLOWMETER MAINTENANCE	31/12/2016
PESA-RNQN-NC01	10/09/2013	EQUIPMENT / FACILITY / EVENT: Battery No. 2	05/11/2013
PESA-RNQN-NC02	10/09/2013	EQUIPMENT / FACILITY / EVENT: Battery No. 2	30/10/2013
PESA-RNQN-NC03	10/09/2014	EQUIPMENT / FACILITY / EVENT: Battery No. 2	30/06/2015
PESA-RNQN-NC04	10/09/2013	EQUIPMENT / FACILITY / EVENT: Battery No. 2	31/12/2015
PESA-RNQN-NC05	10/09/2013	EQUIPMENT / FACILITY / EVENT: Battery No. 2	31/12/2013
PESA-RNQN-NC06	10/09/2014	EQUIPMENT / FACILITY / EVENT: Battery No. 2	30/06/2015
PESA-RNQN-NC07	10/09/2014	EQUIPMENT / FACILITY / EVENT: Battery No. 4	31/12/2014
PESA-RNQN-NC08	10/09/2013	EQUIPMENT / FACILITY / EVENT: PIPING – PIPELINES	31/12/2016
PESA-RNQN-NC09	10/09/2013	EQUIPMENT / FACILITY / EVENT: Battery No. 9	30/06/2014
PESA-RNQN-NC10	01/10/2013	EQUIPMENT / FACILITY / EVENT: WELLHEAD SPILLS	31/12/2013
PESA-RNQN-NC11	01/10/2013	EQUIPMENT / FACILITY / EVENT: WELLHEAD SPILLS	31/12/2015
PESA-RNQN-NC12	01/10/2013	EQUIPMENT / FACILITY / EVENT: LACK OF SURROUNDING FENCE	31/12/2014
PESA-RNQN-NC13	01/10/2014	EQUIPMENT / FACILITY / EVENT: Abandonment Schedule Submission	31/01/2014

Exhibit E

CONCESSIONS’ MAPS AND COORDINATES

LOGO

Exhibit 10.9

Execution Version

Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. The excluded information is indicated by inserting the caption “[REDACTED]” where such information is omitted.

STRATEGIC PARTNERS AGREEMENT

by and between

Vista Sponsor Holdings, L.P.,

and

Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov

in their capacity as Sponsors

and

Vista Oil and Gas, S.A.B. de C.V.

with the participation of Vista Management International Company Limited

Dated as of August 1, 2017

STRATEGIC PARTNERS AGREEMENT

This STRATEGIC PARTNERS AGREEMENT (this “ Agreement ”) is entered into on August 1, 2017 by and among:

(A)

Vista Sponsor Holdings, L.P. (“ Riverstone Sponsor ”) a limited partnership duly organized and validly existing under the laws of Ontario, Canada;

(B)

Miguel Galuccio (“ MG ”), Pablo Vera Pinto (“ PV ”), Juan Garoby (“ JG ”) and Alejandro Cherñacov (“ AC ”), and collectively with MG, PV and JG the “ Management Sponsors ” and together with Riverstone Sponsor, the “ Sponsors ”); and

(C)

Vista Oil and Gas, S.A.B. de C.V. (the “ Company ”) a publicly traded company ( sociedad anónima bursátil de capital variable ) duly organized and validly existing under the laws of Mexico.

with the participation of Vista Management International Company Limited (“ Management Sponsors Entity ”) a limited company duly organized and validly existing under the laws of the British Virgin Islands.

This Agreement is subject to the following Recitals and Clauses:

RECITALS

I. WHEREAS, as of the date of execution of this Agreement, the Sponsors own, collectively, 16,368,000 Series B Shares (as defined below) issued by the Company, which represent 99.2% of all Series B Shares issued by the Company as of the date hereof, in exchange of which the Sponsors have contributed a total of USD$25,000, corresponding to the sum of USD$[REDACTED] contributed by Riverstone Sponsor and USD$[REDACTED] contributed by Management Sponsor.

II. WHEREAS, on July 28, 2017, the shareholders of the Company adopted the resolutions attached hereto as Exhibit “A ” (the “ Shareholders’ Resolutions ”) in which they approved, among other things, the issuance of Series A Shares (as defined below), the issuance of the Warrants (as defined below), the Global Offering (as defined below), and the execution of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and with the intent of the parties to be legally bound, the parties hereto agree as follows:

-2-

CLAUSES

ARTICLE I

DEFINITIONS

SECTION 1.01. Definition of Certain Terms . The following terms shall have the respective meaning indicated below:

“ AC ” shall have the meaning set forth in the preamble to this Agreement.

“ Agreement ” shall mean this Strategic Partners Agreement.

“ BMV ” means the Bolsa Mexicana de Valores, S.A.B. de C.V.

“ By-laws of the Company ” shall mean the by-laws ( estatutos sociales ) of the Company as amended from time to time.

“ Closing Price ” has the meaning ascribed to such term in the Internal Regulation.

“ CNBV ” means the Comisión Nacional Bancaria y de Valores.

“ Common Representative ” shall have the definition assigned to such term in the Mexican prospectus related to the Mexican Public Offering.

“ Company ” shall have the meaning set forth in the preamble to this Agreement.

“ Dollars ” or “ USD$ ” means dollars, the legal currency of the United States of America.

“ Escrow Account ” means the U.K.-based escrow account into which the proceeds of the Global Offering, once converted into U.S. dollars as necessary, and certain proceeds from the private placement of the Sponsor Warrants shall be held in deposit.

“ Forward Purchase Agreement ” means the forward purchase agreement entered into by the Company and Riverstone Vista Capital Partners, L.P., an affiliate of Riverstone Sponsor, by means of which Riverstone Vista Capital Partners, L.P. has agreed to buy Series A Shares and Series A Warrants pursuant to the terms and conditions set forth therein.

“ Global Offering ” or “ Offering ” means the Mexican Public Offering and the International Offering, together.

“ Indeval ” means S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.

-3-

“ Initial Business Combination ” means any merger, asset acquisition, stock purchase, share exchange, participation or interest purchase, reorganization or other similar business combination with one or more businesses of all type of commercial or civil corporation, associations, companies, trusts or any other entities, carried out by the Company.

“ Initial Business Combination Closing Date ” means the date on which the Initial Business Combination becomes effective, which may be the same date on which all agreements regarding such Initial Business Combination are executed or, in the event that such agreements included conditions precedent or other similar provision, the date on which the last of such conditions has been satisfied or waived, or in which the parties agreed that such Initial Business Combination will be in force, pursuant to the terms of the relevant agreement, as announced, as the case may be, by the Company through EMISNET

“ Internal Regulation ” means the regulation issued by the BMV duly authorized by CNBV on September 27, 1999, through official notice number 601-I-CGN-78755/99, including its amendments or any regulation that may replace it.

“ International Offering ” means the offering of Series A Shares and Warrants to (i) certain qualified institutional buyers (as defined in Rule 144A) in the United States and (ii) institutional and other investors outside the United States and Mexico that are not U.S. persons (as defined in Regulation S), pursuant to exemptions from registration under the U.S. Securities Act of 1933.

“ JG ” shall have the meaning set forth in the preamble to this Agreement.

“ Management Sponsors ” shall have the meaning set forth in the preamble to this Agreement.

“ Management Sponsors Entity ” shall have the meaning set forth in the preamble to this Agreement.

“ Management Sponsor Warrants Contribution ” shall have the meaning set forth in Section 3.01(a)(iii) hereof.

“ Mexican Public Offering ” means the public offering of Series A Shares and Warrants in Mexico to the general public.

“ MG ” shall have the meaning set forth in the preamble to this Agreement.

“ Permitted Transferee ” has the meaning set forth in Section 7.03 hereof.

“ PV ” shall have the meaning set forth in the preamble to this Agreement.

-4-

“ Riverstone Sponsor ” shall have the meaning set forth in the preamble to this Agreement.

“ Riverstone Sponsor Warrants Contribution ” means (a) USD$[REDACTED], plus (b) an amount equal to (x) [REDACTED]% of the gross proceeds of the Global Offering, plus (y) [REDACTED]% of the commission payable to the Underwriters at the closing of the Global Offering pursuant to the Underwriting Agreement, minus (c) the Management Sponsor Warrants Contribution.

“ RNV ” means the Mexican National Registry of Securities ( Registro Nacional de Valores)

“ Securities Market Law ” or “ LMV ” means the Ley del Mercado de Valores of Mexico, as amended from time to time.

“ Series A Shares ” means the Series “A”, ordinary, nominative, no par value shares, representing the variable portion of the capital stock of the Company, registered in the Mexican National Registry of Securities ( Registro Nacional de Valores) RNV of CNBV and listed in the BMV.

“ Series A Warrants ” means warrants to purchase one-third of a Series A Share to be issued by the Company under the Warrant Indenture and which are offered in the Global Offering or are kept in treasury of the Company to be delivered (i) in accordance with the Forward Purchase Agreement or (ii) pursuant to the Shareholders Resolutions.

“ Series B Shares ” means the series “B” ordinary shares, nominative, with no par value, representing the variable portion of the capital stock of the Company, which are convertible into Series A Shares.

“ Specified Future Issuance ” has the meaning set forth in Section 4.02(a) hereof.

“ Sponsor Warrants ” has the meaning set forth in Section 3.01 hereof.

“ Sponsors ” shall have the meaning set forth in the preamble to this Agreement.

“ Trading Day ” means each day on which the Series A Shares were or could have been negotiated in the BMV.

“ Transfer ” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

-5-

“ Underwriters ” means Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc, Casa de Bolsa Credit Suisse (México), S.A. de C.V., Grupo Financiero Credit Suisse (México) and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Banamex, in their capacity as initial purchasers of the International Offering and underwriters of the Mexican Public Offering, as applicable.

“ Underwriting Agreement ” means the agreement entered into by and among Casa de Bolsa Credit Suisse (México), S.A. de C.V., Grupo Financiero Credit Suisse (México) and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Banamex, on the one side, and the Company, on the other side, setting forth the terms under which such entities will act as underwriters of the Mexican Public Offering.

“ USD$ Closing Price ” means, for any Trading Day, the Dollar equivalent of the Closing Price for such Trading Day, which shall be determined applying the fix exchange rate ( tipo de cambio fix ) published by Banco de México on its webpage, with effect on such Trading Day.

“ Warrant Indenture ” means the warrant issuance indenture pursuant to which the Company will issue the Series A Warrants and the Sponsor Warrants.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Representations and Warranties of the Company . The Company hereby represents and warrants to each of the Sponsors:

(a) Organization and Execution . The Company is a sociedad anónima bursátil de capital variable duly organized and validly existing under the laws of Mexico. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to carry out the provisions hereof and to perform its obligations hereunder.

(b) Representative’s Authority . The Company’s legal representative has the necessary power and authority to execute and deliver this Agreement on its behalf, which powers and authorities have not been modified, limited or revoked in any manner.

SECTION 2.02. Representations and Warranties of Riverstone Sponsor . Riverstone Sponsor hereby represents and warrants to the Company and the Management Sponsors as follows:

(a) Organization and Execution . The Riverstone Sponsor is a limited partnership duly organized and validly existing under the laws of Ontario, Canada. The Riverstone Sponsor has all requisite corporate power and authority to execute and deliver this Agreement, to carry out the provisions hereof and to perform its obligations hereunder

-6-

(b) Representative’s Authority . The Riverstone Sponsor’s legal representative has the necessary power and authority to execute and deliver this Agreement on its behalf, which powers and authorities have not been modified, limited or revoked in any manner.

(i) The Riverstone Sponsor understands that the Sponsor Warrants are being offered to it in a private placement that does not constitute a “public offering” within the meaning set forth in the Mexican Securities Market Law.

(ii) The Riverstone Sponsor is a qualified investor ( inversionista calificado ) within the meaning of the Mexican Securities Market Law and the regulations in effect as of the date hereof.

(iii) The Riverstone Sponsor has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Sponsor Warrants, which have been requested by the Riverstone Sponsor. The Riverstone Sponsor has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Riverstone Sponsor understands that its investment in the Series B Shares, the Sponsor Warrants and the Series A Shares related to them involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of such securities.

(iv) The Riverstone Sponsor has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Sponsor Warrants in the amount contemplated hereunder for an indefinite period of time. The Riverstone Sponsor has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Sponsor Warrants.

SECTION 2.03. Representations and Warranties of the Management Sponsors . Each Management Sponsor hereby represents and warrants to the Company and the Riverstone Sponsor, with respect to itself, that:

-7-

(a) Execution and Authority . Such Management Sponsor has the right, power and capacity to execute this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b) Investment Representations :

(i) Such Management Sponsor understands that the Sponsor Warrants are being offered to it in a private placement that does not constitute a “public offering” within the meaning set forth in the Mexican Securities Market Law.

(ii) Such Management Sponsor is a qualified investor ( inversionista calificado ) within the meaning of the Mexican Securities Market Law and the regulations in effect as of the date hereof.

(iii) Such Management Sponsor has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Sponsor Warrants, which have been requested by such Management Sponsor. Such Management Sponsor has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Such Management Sponsor understands that its investment in the Series B Shares, the Sponsor Warrants, and the Series A Shares related to them involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of such securities.

(iv) Such Management Sponsor has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Sponsor Warrants in the amount contemplated hereunder for an indefinite period of time. Such Management Sponsor has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Sponsor Warrants.

SECTION 2.04. Representations and Warranties of the Management Sponsors Entity . The Management Sponsors Entity hereby represents and warrants to each of the Sponsors:

(a) Organization and Execution . The Management Sponsors Entity is a limited company duly organized and validly existing under the laws of the British Virgin Islands. The Management Sponsor Entity has all requisite corporate power and authority to execute and deliver this Agreement, to carry out the provisions hereof and to perform its obligations hereunder.

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(b) Representative’s Authority . The Management Sponsor Entity’s legal representative has the necessary power and authority to execute and deliver this Agreement on its behalf, which powers and authorities have not been modified, limited or revoked in any manner.

ARTICLE III SPONSOR

WARRANTS

SECTION 3.01 Purchase of Sponsor Warrants . (a) On or before the pricing date of the Global Offering, the Company and the Sponsors shall execute a private placement agreement (“ Private Placement Agreement ”) pursuant to which the Company shall sell, and the Sponsors shall acquire, warrants to purchase one-third of a Series A Share issued by the Company under the Warrant Indenture (“ Sponsor Warrants ”), at the price or prices to be determined by the parties on such Private Placement Agreement, under the following premises:

(i)

[REDACTED]% of all Sponsor Warrants shall be purchased by the Riverstone Sponsor;

(ii)

[REDACTED]% of all Sponsor Warrants shall be purchased by the Management Sponsors, and further allocated among them as provided for in such;

(iii)

The total consideration to be paid by the Riverstone Sponsor for the Sponsor Warrants it purchases shall be equal to the Riverstone Sponsor Warrants Contribution, and the total consideration to be paid by the Management Sponsors for the Sponsor Warrants they purchase shall be equal to USD$[REDACTED] (the “ Management Sponsor Warrants Contribution ”); and

(iv)

The purchase price of all Sponsor Warrants sold to the Sponsors shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions on the same date in which Series A Shares are settled ( liquidadas ) in the BMV.

(b) The transfer of title of the Sponsor Warrants sold pursuant to the Private Placement Agreement shall occur after the pricing date of the Global Offering, on the date on which the Series A Shares are registered in the BMV in accordance with the Global Offering, or on such date as may be mutually agreed by the Sponsors and the Company (the “ Closing Date ”). Once the aggregate purchase price of all Sponsor Warrants sold to all Sponsors pursuant to the Private Placement Agreement has been paid in full, the Company shall deliver to the relevant Sponsor the related Sponsor Warrants through Indeval, at the account of an Indeval participant notified in writing by such Sponsor to the Company.

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SECTION 3.02 Exercise of Sponsor Warrants . (a) The parties hereby agree that each Sponsors and its Permitted Transferee shall have the right to exercise the Sponsor Warrants they own, on a cash basis or on a cashless basis, at its own discretion, regardless if the Company has declared or not that Warrants can only be exercised on a cashless basis in accordance with Section 9(c) of the Warrant Indenture.

(b) If any Sponsor or its Permitted Transferee elects to exercise its Sponsor Warrants on a cash basis, then they shall follow the mechanism set forth in Sections 13(b) and 13(c) of the Warrant Indenture. If any Sponsor or its Permitted Transferee elects to exercise its Sponsor Warrants on a cashless basis, then they shall follow the mechanism set forth in Section 13(d) of the Warrant Indenture; provided that (i) the “Exercise Date” (as defined in the Warrant Indenture) may be any “Business Day” (as defined in the Warrant Indenture) within the “Exercise Period” (as defined in the Warrant Indenture), and (ii) the “US$ Fair Market Price of the Underlying Shares” (as defined in the Warrant Indenture) will be the average of the “US$ Closing Price” (as defined in the Warrant Indenture) of the Series A Shares of the last 10 Trading Days, commencing on (and including) the Business Day on which the exercise notice is delivered.

SECTION 3.03 Early Termination of Sponsor Warrants . (a) In the event (i) the Company declares the early termination of the exercise period of the Warrants in accordance with Section 9(b) of the Warrant Indenture, unless such early termination occurs due to the failure to complete the Initial Business Combination, in which event the Sponsor Warrants shall expire worthless and there is no exchange, and (ii) any Sponsor Warrants expire without being exercised, then the Company shall issue and deliver to the Sponsor or its Permitted Transferee owning such Sponsor Warrants another security, document, instrument, or contractual arrangement that is reasonably satisfactory in form and substance to such Sponsor or Permitted Transferee, that gives such Sponsor or Permitted Transferee the right to purchase one-third of a Series A Share in the same terms and conditions as if such Sponsor Warrants have not expired.

(b) If the Company issues and delivers to any Sponsor or its Permitted Transferee the securities, documents, instruments or contractual arrangements set forth in Section 3.03(a) above, the Company shall also issue or keep in its treasury a number of Series A Shares for their further delivery to the Sponsor or its Permitted Transferee, free and clear of any and all preemptive or similar rights, in the event it exercises its rights in accordance with the terms and conditions set forth in such securities, documents, instruments or contractual arrangements.

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ARTICLE IV

CONVERSION OF SERIES B SHARES

SECTION 4.01. Series B Shares as a Percentage of Capital Stock after the consummation of the Global Offering . (a) Assuming 66,000,000 Series A Shares are sold in the Global Offering, the 16,500,000 Series B Shares will represent 20% of all capital stock issued by the Company immediately after the consummation of the Global Offering.

(b) In the event less than 66,000,000 Series A Shares are sold in the Global Offering, the Sponsors shall have the obligation to deliver to the Company, for cancellation, such number of Series B Shares as may be necessary so that the remaining Series B Shares represent 20% of all capital stock issued by the Company immediately after the consummation of the Global Offering. The Company shall carry out all such actions as are necessary or convenient in connection with the cancellation of such Series B Shares, including but not limited to the following: (i) the preparation and registry of all entries in the relevant corporate books and records of the Company, (ii) the preparation, execution and delivery or exchange of any stock certificates issued by the Company, and (iii) the preparation and delivery of all required notices with the relevant governmental authorities and regulatory entities and public registries, as the case may be.

SECTION 4.02. Conversion Rights and Anti-Dilution Protection . (a) After the Initial Business Combination Closing Date, the Company shall have the obligation to convert the Series B Shares into Series A Shares on a one for one basis, subject to adjustments for stock splits, share dividends, reorganizations, recapitalizations or other similar conditions, including the issuance, sale or delivery of additional shares representing the capital stock of the Company or other related securities to fund the Initial Business Combination (“ Specified Future Issuance ”); provided that there will not be any adjustment to the conversion of Series B Shares into Series A Shares in connection with the issuance, sale or delivery of Series A Shares and Series A Warrants under the Forward Purchase Agreement (“ Forward Purchase Securities ”) and provided further that the holders of more than 88% of the then-outstanding Series B Shares may agree to waive such adjustment with respect to a Specified Future Issuance. For the avoidance of doubt, to the extent such waivers in connection with a Specified Future Issuance are not granted, then all Sponsors and their Permitted Transferees would retain the right to receive their aggregate percentage ownership so that the Series B Shares equal 20% of the sum of the total number of all Shares issued and outstanding upon completion of the offering plus all Shares issued in the Specified Future Issuance. For clarity purposes, the conversion of Series B Shares into Series A Shares in the terms provided in Section 4.02(b) above shall not occur prior to the consummation of the Initial Business Combination.

(b) To convert their Series B Shares into Series A Shares, the relevant Sponsor must immediately deliver the stock certificates representing their Series B Shares to the Company, and upon reception thereof, the Company shall deliver to such Sponsor the related Series A Shares through Indeval, at the account notified in writing to Company.

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ARTICLE V

WAIVERS

SECTION 5.01 Escrow Account . (a) The Sponsors acknowledge that, in their capacity as holders of Series B Shares, they have no right, title, interest or claim of any kind in or to any monies held in the Escrow Account or any other asset of the Company to be used to make reimbursements and payments to holders of Series A Shareholders as provided for in the Shareholders Resolutions, and hereby waive, with respect to any Series B Shares held by it, any rights it may have in connection therewith. For the avoidance of doubt, this acknowledgement and waiver does not affect any right of the Sponsor could have in their capacity as holders of any Series A Shares.

(b) In the event any Sponsor transfers money to the Company as advances for future capital increases before the Initial Business Combination Closing Date and no Initial Business Combination is completed within 24 months from the date on which the Company publishes the Global Offering placement notice ( aviso de colocación ), then such Sponsor hereby acknowledges that, in its capacity as grantor of such advances for future capital increases in benefit of the Company, it has no right, title, interest or claim of any kind in or to any monies held in the Escrow Account or any other asset of the Company to be used to make reimbursements and payments to holders of Series A Shareholders as provided for in the Shareholders Resolutions, and hereby waives, with respect to any such advances for future capital increases, any rights it may have in connection therewith. For the avoidance of doubt, this acknowledgement and waiver does not affect the right that any Sponsor will have to receive payments of such Escrow Account in their capacity as grantors of advances for future capital increases in benefit of the Company in the event the Initial Business Combination is completed and after any holders of any Series A Shares so electing are reimbursed and repaid as provided in the Shareholders Resolutions.

SECTION 5.02 Incorporation of other companies . (a) The Sponsors hereby acknowledge and agree that neither they, nor any of their affiliates, will participate in the formation or incorporation of any type of special purpose acquisition vehicles that intend to acquire oil and gas companies or assets in Mexico or Latin America, until a definitive agreement in connection with the Initial Business Combination has been reached or in the event that such Initial Business Combination fails to be completed within the required time frame.

(b) The Sponsors have agreed not to become, and to cause any director appointed by the Sponsors to the board of the Company not to become, an officer or director of any other special purpose acquisition vehicles until a definitive agreement in connection with the Initial Business Combination has been reached or in the event that such Initial Business Combination fails to be completed within the required time frame.

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ARTICLE VI

INDEMNITY

SECTION 6.01 Indemnity . (a) The Sponsor Indemnitors (as defined below) agree, severally and not jointly ( mancomunada pero no solidariamente ) and, with respect to each Sponsor Indemnitor, in any event subject to the limitations provided in this Section 6.01 , to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) (“ Losses ”) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into an acquisition agreement (a “ Target ”); provided , however , that such indemnification of the Company by the Sponsor Indemnitors shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Escrow Account to below (i) USD$10 per share of the Series A Shares sold in the Global Offering or (ii) such lesser amount per Series A Shares sold in the Global Offering held in the Escrow Account as of the date on which such funds are used to make reimbursements and payments to our Series A Shareholders, as provided for in the Shareholders Resolutions, due to reductions in the value of the escrow assets, in each case net of the interest earned on such funds held in the Escrow Account that may be released to the Company to pay income tax obligations arising after the closing of the Global Offering and to pay working capital (not to exceed USD$750,000 annually for a maximum of 24 months from the closing of the Global Offering) and up to USD$100,000 of interest to pay dissolution expenses. As used herein, “ Sponsor Indemnitor ” means either Riverstone Sponsor or Management Sponsors Entity , in either case excluding any direct or indirect affiliate, shareholder, member or partner of such Sponsor Indemnitor or any of their respective, managers, officers or directors.

(b) Notwithstanding the foregoing, the obligations of each Sponsor Indemnitor pursuant to the foregoing Section 6.01(a) shall be apportioned and limited as follows: (i) Riverstone Sponsor will be responsible for [REDACTED]% of the Losses arising from any particular claim, and (ii) Management Sponsors Entity will be responsible for [REDACTED]% of the Losses arising from such particular claim. In no event will a Sponsor Indemnitor, absent its written consent, be responsible for any Losses other than those apportioned to such Sponsor Indemnitor by the preceding sentence (with respect to any Sponsor Indemnitor, its “ Allocable Losses ”).

(c) With respect to any Sponsor Indemnitor’s Allocable Losses, such Sponsor Indemnitor has the right in its sole discretion to: (i) defend against any claim for such Allocable Losses with counsel of its choice if, within 30 days following receipt of written notice of the claim from the Company, such Sponsor Indemnitor notifies the Company in writing that it shall undertake such defense; and (ii) make any payment or enter into

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a settlement or release of any such claim in its sole discretion. For the avoidance of doubt, the payment, settlement or release of any Sponsor Indemnitor’s Allocable Losses shall have no impact on the other Sponsor Indemnitor and its Allocable Losses, such that one Sponsor Indemnitor may choose in its sole discretion to settle its Allocable Losses while the other Sponsor Indemnitor may choose to defend against its Allocable Losses.

(d) Notwithstanding anything to the contrary herein, no Sponsor Indemnitor will have any obligation to indemnify or make any payment pursuant to Section 6.01(a) above with respect to (i) any claims by a third party (including a Target) that executed a waiver of any and all rights to seek access to the Escrow Account, regardless of whether such executed waiver is deemed to be unenforceable against such third party, and (ii) any claims under the Company’s indemnity of the Underwriters pursuant to the purchase agreement and the underwriting agreement between the Company and the Underwriters against certain liabilities, including any liabilities under the Securities Act of 1933 and the LMV, as amended. For the avoidance of doubt, any obligation to indemnify under this Section 6.01 will terminate upon completion of the Initial Business Combination or the liquidation of the Escrow Account in the event the Company fails to complete an Initial Business Combination in the required time frame.

(e) The Company shall not enter into any services or transaction agreement without a clause that is substantially similar to the form attached hereto as Exhibit “B ”, unless the board of directors, with the affirmative vote of Miguel Galuccio and Ken Ryan, approves an agreement without such clause.

SECTION 6.02 Call Option and Irrevocable Power of Attorney . On or before the date hereof the Management Sponsors and the Management Sponsors Entity shall, and hereby agree to, execute an irrevocable call option agreement ( contrato de promesa de venta ) pursuant to which the Management Sponsors shall have the obligation to sell, and the Management Sponsors Entity shall have the right to purchase, up to all Series B Shares and up to all Sponsor Warrants owned by the Management Sponsors Entity after the Global Offering (after giving effect to any adjustment made in accordance with Section 4.01(b)) in such amount as needed to provide the Management Sponsors Entity with sufficient funds to pay for any Indemnification Payment (as defined below). The call option shall become exercisable, for a total consideration of USD$10.00 (a) upon the receipt by the Company of a definitive non-appealable resolution issued by a competent court ruling that the Management Sponsors Entity is required to make a payment to the Company under Section 6.01 hereof (“ Indemnification Payment ”), and (b) only if such Indemnification Payment is not made by the Management Entity Sponsor to the Company within the term provided by such court resolution (or 5 business days after such resolution is notified or published, in the event no term is included therein). Within 10 business days after the execution of the irrevocable call option agreement ( contrato de promesa de venta ), the Management Sponsors Entity shall grant an irrevocable power of attorney in favor of the Company so that the Company has legal authority to (i) exercise, on behalf of the Management Sponsors Entity, all of its right under such irrevocable call

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option agreement ( contrato de promesa de venta ) pursuant to the first sentence of this Section, including purchasing as many Series B Shares and Sponsor Warrants as the Company determines as necessary to provide the Management Sponsors Entity with sufficient funds to pay for any Indemnification Payment, acting pursuant to the terms and conditions set forth in the irrevocable call option agreement ( contrato de promesa de venta ), and (ii) sell the Series B Shares and Sponsor Warrants so acquired from the Management Sponsors, and use the proceeds thereof to make the Indemnification Payment.

ARTICLE VII

LOCK-UP PROVISIONS

SECTION 7.01 Lock-Up for Series B Shares . Subject to Section 7.03 , the Sponsors agree that it or he shall not Transfer any Series B Shares (or Series A Shares delivered upon conversion thereof) until the earlier of (i) one year after the Initial Business Combination Closing Date or (ii) subsequent to the Initial Business Combination, (x) if the last USD$ Closing Price equals or exceeds 12 Dollars per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30 Trading Day period commencing at least 150 days after the Initial Business Combination Closing Date or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Series A Shares for cash, securities or other property.

SECTION 7.02 Lock-up of Sponsor Warrants . Subject to Section 7.03 , the Riverstone Sponsor and each Management Sponsor agrees that it or he shall not Transfer any Sponsor Warrants (or Series A Shares delivered upon exercise of such Sponsor Warrants), until 30 days after the Initial Business Combination Closing Date.

SECTION 7.03 Transfer Provisions . (a) Notwithstanding the provisions set forth in Sections 7.01 and 7.02 , Transfers of the Series B Shares, Sponsor Warrants and Series A Shares delivered upon the exercise or conversion of the Sponsor Warrants or the Series B Shares, as applicable, and that are held by the Riverstone Sponsor, any Management Sponsor are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsors or any affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of an Initial Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of an Initial Business Combination; (vii) in case of Riverstone Sponsor, by virtue of the laws of the province of Ontario or the

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federal laws of Canada or the terms of its limited partnership agreement upon dissolution of the Sponsor; and (viii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Series A Shares for cash, securities or other property subsequent to the completion of the Initial Business Combination; provided, however, that in the case of clauses (i) through (v) and (vii), these permitted transferees must enter into a written agreement agreeing to be bound by similar transfer restrictions (each a “ Permitted Transferee ”).

(b) Any transfer of Series B Shares (or Series A Shares delivered upon conversion thereof) Sponsor Warrants in accordance with the irrevocable call option agreement ( contrato de promesa de venta ) described in Section 6.02 above would not be considered a breach to the lock up provisions set forth in Sections 7.01 and 7.02 hereof.

ARTICLE VIII

STRATEGIC PARTNER

SECTION 8.01 Strategic Partners . (a) The parties hereto acknowledge and agree that (i) the Sponsors are strategic partners of the Company for purposes of Article 367 of the Securities Market Law; and that the maximum percentage of the capital stock of the Company they could potentially hold is 100%, and (ii) this Agreement is recognized in the By-laws of the Company.

(b) Accordingly, to the extent the Sponsors, individually or as a group, fall within the description of insider set forth in subparagraphs I or II of Article 363 of the Securities Market Law, the Sponsors are nevertheless authorized to buy or sell to the Company securities representing capital stock of the Company, including the acquisition and/or sales of securities provided for in this Agreement and the Shareholders Resolutions.

SECTION 8.02. Disclosure to BMV . The Company hereby agrees that in the event there is a sale or an acquisition of securities between the Company and any of the Sponsors as provided for in Section 8.01(b) , the Company shall disclose it to the BMV in terms of the applicable regulation and through the means made available by BMV.

ARTICLE X

MISCELLANEOUS

SECTION 9.01. Notices . (a) All notices and other communications hereunder shall be in writing and shall be deemed given when mailed, delivered personally, by facsimile or email (each of which is confirmed) or sent by an overnight courier service, to the parties at the following addresses (or at such other address for a party as shall be specified by such party by like notice):

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if to Management Sponsors

Attention: Santiago Pedro Balbi

Telephone: +54 11 4021 2326|5171-2326

Facsimile: +54 11 4021 2301|5171-2301

E-mail: santiago.balbi@bfmyl.com

if to Riverstone Sponsor:

Attention: General Counsel

Telephone: +1 212 993 0077

Email: legal@riverstonellc.com

if to Management Sponsors Entity

Attention: Santiago Pedro Balbi

Telephone: +54 11 4021 2326|5171-2326

Facsimile: +54 11 4021 2301|5171-2301

E-mail: santiago.balbi@bfmyl.com

(b) The Company hereby agrees to (i) promptly provide to Riverstone Sponsor (through the individuals authorized to receive notices and other communications as provided above, or any other person that Riverstone Sponsor subsequently identify for such purposes) with copies of all drafts of any agreements or other documents delivered by the Management Sponsors as attorneys-in-fact of the Company and in connection with any of their activities related with any Initial Business Combination, and (ii) keep Riverstone Sponsor updated with respect to any information received from the Management Sponsors in connection with negotiations relating to the Initial Business Combination.

SECTION 10.02. Language and Counterparts . This Agreement is executed in English language, and has been executed in multiple counterparts, each of which shall be deemed to be an original of this Agreement.

SECTION 10.03. Assignment . This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party without the prior written consent of the other Parties to this Agreement, it being understood that the foregoing shall not be read to limit any Transfer pursuant to this Agreement.

SECTION 10.04. Governing Law . This Agreement shall be governed by, construed and interpreted in accordance with the applicable laws of Mexico. The parties hereto expressly waive any right they may have, now or in the future, to demand or seek the application of a governing law other than the laws of Mexico.

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SECTION 10.05 Jurisdiction . Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Mexico City for the purpose of any action or judgment relating to or arising out of this agreement or any of the transactions contemplated hereby and to the laying of venue in such court.

México City, México, August 1, 2017

[ SIGNATURE PAGES FOLLOWS ]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


VISTA SPONSOR HOLDINGS, L.P.

By:		/s/ Thomas Walker


Name:		Thomas Walker
Position:		Managing Director of the general partner, Riverstone Vista Holdings GP, L.L.C.

VISTA SH, L.L.C.



By:		/s/ Thomas Walker


Name:		Thomas Walker
Position:		Managing Director

[Signature page to Vista Strategic Partners Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


VISTA OIL & GAS, S.A.B. DE C.V.:

By:		/s/ Germán Gabriel Cueva López


Name:		Germán Gabriel Cueva López
Position:		Attorney-in-fact

[Signature page to Vista Strategic Partners Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


VISTA MANAGEMENT INTERNATIONAL
COMPANY LIMITED

By:		/s/ Miguel Galuccio


Name:		Miguel Galuccio
Title:		Director

[Signature page to Vista Strategic Partners Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


MANAGEMENT TEAM MEMBER:

By:		/s/ Miguel Galuccio
Name:		Miguel Galuccio

[Signature page to Vista Strategic Partners Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


MANAGEMENT TEAM MEMBER:

By:		/s/ Pablo Vera Pinto
Name:		Pablo Vera Pinto

[Signature page to Vista Strategic Partners Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


MANAGEMENT TEAM MEMBER:

By:		/s/ Juan Garoby
Name:		Juan Garoby

[Signature page to Vista Strategic Partners Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


MANAGEMENT TEAM MEMBER:

By:		/s/ Alejandro Cherñacov


Name:		Alejandro Cherñacov

[Signature page to Vista Strategic Partners Agreement]

Exhibit 10.10

SECOND AMENDED & RESTATED FORWARD PURCHASE AGREEMENT

This Amended and Restated Forward Purchase Agreement (this “ Agreement ”) is entered into as of September 12, 2018, between Vista Oil & Gas, S.A.B de C.V., a Mexican public stock company of variable capital (the “ Company ”), and Riverstone Vista Capital Partners, L.P., an Ontario limited partnership (the “ Purchaser ”).

Recitals

WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (each a “ Business Combination ”);

WHEREAS, the Company held an initial public offering (“ IPO ”) with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores , the “ CNBV ”) of shares of the Company’s Series A ordinary shares, with no par value, representing the variable portion of the capital stock of the Company (the “ Series A Shares ,” and the Series A Shares offered in the IPO, the “ Public Shares ”) at a price of US $10 (or the MXN pesos equivalent), and an equal number of warrants at no additional cost, where three warrants are together exercisable to purchase one Series A Share at an exercise price of US $11.50 (or the MXN pesos equivalent) per share (the “ Warrants ,” and the Warrants offered in the IPO, the “ Public Warrants ”). One Public Share and one Public Warrant were offered in the IPO as a unit;

WHEREAS, concurrent with the IPO, the Company completed a private placement of units comprising one Series A Share and Warrant to (i) qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) (the “ 144A Offering ”), and (ii) non-U.S. institutional and other investors outside the United States in a separate private offering in reliance on Regulation S under the Securities Act (collectively with the 144A Offering, the “ International Offering ,” and both together with the IPO, the “ Global Offering ”);

WHEREAS, following the closing of the Global Offering (the “ Global Offering Closing ”), the Company identified and has received shareholder approval to consummate a Business Combination;

WHEREAS, on March 29, 2018, the parties amended and restated the Forward Purchase Agreement, dated as of July 19, 2017, and entered into the Amended and Restated Forward Purchase Agreement (the “ Prior Agreement ”);

WHEREAS, the parties wish to amend and restate the Prior Agreement, and enter into this Agreement, pursuant to which after the initial Business Combination (the “ Initial Business Combination ”) is consummated and any necessary regulatory approvals from the Comisión Federal de Competencia Económica (“ COFECE ”) in connection herewith are obtained, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, on a private placement basis, the Forward Purchase Shares (as defined below) and the Forward Purchase Warrants (as defined below) on the terms and conditions set forth herein;

WHEREAS, on April 4, 2018 the Company consummated the Initial Business Combination

WHEREAS, the Purchaser’s affiliate, Vista Sponsor Holdings, L.P. (“ Sponsor Holdings ”), and the management team of the Company, comprised of Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov (the “ Management Team ,” and together with Sponsor Holdings the “ Sponsor ”), in the aggregate own approximately 16,118,000 shares (the “ Sponsor Shares ”) of the Company’s Series B common stock, which were issued for an as adjusted price of US $0.00155 per share (the “ Series B Shares ”);

WHEREAS, the Series B Shares are to be convertible into Series A Shares on the terms and conditions set forth in the Company’s amended and restated bylaws and the unanimous resolutions of the shareholders of the Company to be adopted approving, among other things, the terms of the Global Offering (the “ Shareholders Resolutions ”); and

WHEREAS, in connection with the Global Offering, the Sponsor purchased warrants at an average purchase price of US $0.50 per warrant in a private placement that will close simultaneously with the Global Offering Closing (the “ Sponsor Warrants ”), where three Sponsor Warrants are exercisable for one Series A Share at the price of US $11.50 (or the MXN pesos equivalent) per share.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Agreement

1.	Sale and Purchase of Forward Purchase Securities.

(a) The Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,000,000 Series A Shares (the “ Forward Purchase Shares ”), plus 5,000,000 warrants (the “ Forward Purchase Warrants ” and, together with the Forward Purchase Shares, the “ Forward Purchase Securities ”) for an aggregate purchase price of US $50,000,000 (the “ Forward Purchase Price ”), which is determined based on a price of US $10.00 per unit of one Forward Purchase Share and Forward Purchase Warrant (each, a “ Forward Purchase Unit ”).

(b) Each Forward Purchase Warrant will have substantially the same terms as each Sponsor Warrant, and will be subject to the terms and conditions of (i) Sections 3.02, 3.03 and 3.04 of the Strategic Partners Agreement by and between Sponsor Holdings, the Management Team and the Company, to be executed in connection with the Global Offering (the “ Strategic Partners Agreement ”), (ii) the Warrant Indenture, entered into between the Company and Monex Casa de Bolsa, S.A. de C.V., as Common Representative, in connection with the Global Offering (the “ Warrant Indenture ”) and (iii) the Global Certificate evidencing the Warrants and Sponsor Warrants issued pursuant to the Warrant Indenture, which will be held in deposit at S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“ Indeval ”). Each lot of three Forward Purchase Warrants will entitle the holder thereof to purchase one Series A Share at a price of US $11.50 (or the MXN pesos equivalent) per share, subject to adjustment as described in the Warrant Indenture, and only lots of three Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable on the later of 30 days after the closing of the Initial Business Combination (the “ Business Combination Closing ”) and 12 months from the Global Offering Closing, and will expire five years after the Business Combination Closing or earlier upon the liquidation of the Company, as described in the Warrant Indenture. The Forward Purchase Warrants may be exercisable on a cash or cashless basis so long as they are held by the Purchaser or its Permitted Transferees (as defined below). If the Forward Purchase Warrants are held by Persons (as defined below) other than the Purchaser or its Permitted Transferees, the Forward Purchase Warrants will have the same terms as the Public Warrants, as set forth in the Warrant Indenture.

(c) The parties agree that after the Business Combination Closing, the parties will use reasonable efforts to obtain approval from COFECE for the Purchaser to acquire indirectly or directly the Forward Purchase Securities hereunder, as more specifically described in the application to COFECE (“ COFECE Approval ”).

(d) The Company shall require the Purchaser to purchase the Forward Purchase Securities by delivering notice of receipt of COFECE Approval and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Securities (the “ Forward Closing ”) shall be held twelve (12) Business Days after delivery of such notice (such date being referred to as the “ Forward Closing Date ”). Subject to Section 7 , on the Forward Closing Date, (i) the Purchaser shall deliver to the Company the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice, and (ii) the Company shall deliver the Forward Purchase Securities to the Purchaser to the account at Indeval instructed by the Purchaser in writing. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in Mexico City, Mexico. The number of Forward Purchase Units acquired pursuant to this Agreement is referred to as the “ Purchased Units ,” and the amount paid for such Purchased Units, the “ Actual Forward Purchase Price .”

(e) Each of Purchaser’s limited partners were subject to an administrative contribution of 2.0% of such limited partner’s respective capital commitment (the “ Upfront Payment ”). A cash payment in U.S. dollars equal to the amount of the Upfront Payment was previously paid by the Purchaser in cash to the Company in consideration for the Company entering into this Agreement. Solely in the event the Initial Business Combination is consummated but less than the entire Forward Purchase Price is required to be paid by the Purchaser, the Company will return to the Purchaser, immediately after the Forward Closing Date, an amount in U.S. dollars equal to the product of (i) the Upfront Payment multiplied by (ii) the Non-Funding Percentage (as defined below). The “ Non-Funding Percentage ” equals a fraction, the numerator of which is the positive difference between US$50,000,000 and the Actual Forward Purchase Price and the denominator of which is US$50,000,000. For this purpose, the Upfront Payment will not be taken into account as part of the aggregate purchase price for the Forward Purchase Shares and Forward Purchase Warrants or the aggregate purchase price for the Forward Purchase Securities actually sold to the Partnership, and all such amounts will be calculated in U.S. dollars. For the sake of clarity, in the event the Initial Business Combination is not consummated, the Upfront Payment shall not be returned.

(f) The parties agree and acknowledge that nothing in this Agreement will limit the ability of the Company to raise any other equity capital, and the Company will have no preemptive rights to such capital.

2.	Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:

(a) Organization and Power . The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization . The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Governmental Consents and Filings . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement, other than those required for the completion of the Initial Business Combination and COFECE Approval under applicable laws.

(d) Compliance with Other Instruments . The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

(e) Purchase Entirely for Account of Itself and its Limited Partners . This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, provided that the Purchaser may determine to distribute the Forward Purchase Securities to its limited partners and each such limited partner has affirmed to the Purchaser via written instrument that it will receive the Forward Purchase Securities for their own respective account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that neither the Purchaser (except as described herein) nor its limited partners have any present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that, notwithstanding distributions to its limited partners, the Purchaser (except as described herein) does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Securities. For purposes of this Agreement, “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.

(f) Disclosure of Information . The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Forward Purchase Securities with the Company’s management.

(g) No Public Market . The Purchaser understands that no public market now exists in the United States for the Forward Purchase Securities, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Securities.

(h) High Degree of Risk . The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment, and that in its capacity as a holder of Forward Purchase Securities it will not participate in any vote by the Company’s shareholders as to the approval or disapproval of the Initial Business Combination and will have no right to request reimbursements and payments as provided for in the Shareholders Resolutions.

(i) Accredited Investor . The Purchaser is and will continue to be at the Forward Closing Date (i) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and (ii) a qualified investor ( inversionista calificado ) within the meaning of the Mexican Securities Market Law ( Ley del Mercado de Valores ) and the regulations in effect as of the date hereof. The Purchaser acknowledges that Forward Purchase Securities are being sold in an offer that does not constitute a public offering under Mexican Securities Market Law ( Ley del Mercado de Valores ).

(j) No General Solicitation . Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.

(k) Residence . The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on the signature page hereof.

(l) Adequacy of Financing . The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.

(m) Affiliation of Certain FINRA Members . The Purchaser is neither a Person associated nor affiliated with Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Casa de Bolsa Credit Suisse (México), S.A. de C.V., Grupo Financiero Credit Suisse (México) and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Banamex (Mexico IPO) or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“ FINRA ”) or similar regulatory authority in Mexico that is participating in the Global Offering.

(n) No Other Representations and Warranties; Non-Reliance . Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any Person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “ Purchaser Parties ”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any Person on behalf of the Company or any of the Company’s affiliates (collectively, the “ Company Parties ”).

(o) No Other Fees . None of the Purchaser Parties have charged Purchaser’s limited partners any fee in connection with this Agreement or the Global Offering, it being understood, for the avoidance of doubt, that nothing herein will limit any Upfront Payment or any payment or reimbursement of expenses in accordance with Section 9(n) .

3.	Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:

(a) Organization and Corporate Power . The Company is a public stock company with variable capital organized under the laws of the United Mexican States, that is validly existing, in good standing and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.

(b) Capitalization . The authorized share capital of the Company consists of the following:

(i) Series A Shares, of which the outstanding Series A Shares are subscribed and paid for as of the date hereof. Upon the closing of the sale of Forward Purchase Securities hereunder, all of the issued Series A Shares will be duly authorized and issued in compliance with all applicable laws.

(ii) Series B Shares, of which the outstanding Sponsor Shares are subscribed and paid for as of the date hereof. All of the issued Series B Shares are duly authorized, fully paid and nonassessable and issued in compliance with all applicable laws.

(iii) Two Series C Shares, both of which are subscribed and paid for as of the date hereof. All of the issued Series C Shares are duly authorized, fully paid and nonassessable and issued in compliance with all applicable laws.

(c) Authorization . All corporate action required to be taken by the Company in order to authorize the Company to enter into this Agreement, and to deliver the Forward Purchase Securities at the Forward Closing, and the relevant Series A Shares upon exercise of the Forward Purchase Warrants, has been taken or will be taken prior to the Forward Closing. All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Forward Closing, and the delivery of the Forward Purchase Securities and the relevant Series A Shares upon exercise of the Forward Purchase Warrants has been taken or will be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d) Valid Securities . The Forward Purchase Securities and the Series A Shares deliverable upon exercise of the Forward Purchase Warrants have been validly issued and, when sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer (other than restrictions on transfer specified under this Agreement), applicable laws and liens or encumbrances created by or imposed by the Purchaser. The Forward Purchase Securities and the Series A Shares deliverable upon exercise of the Forward Purchase Warrants will be issued in compliance with applicable securities laws in all material respects, including, without limitation, that such securities are sold in an offering that does not constitute a public offering under the Mexican Securities Market Law ( Ley del Mercado de Valores ).

(e) Governmental Consents and Filings . Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Mexican or U.S. federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, other than those required for the completion of the Initial Business Combination and COFECE Approval under applicable laws.

(f) Compliance with Other Instruments . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of Mexican or U.S. federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

(g) Operations . Other than to the extent non-compliance would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement, the Company is in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (to the extent applicable to the Company) and any applicable corresponding legislation or regulation under the laws of Mexico, as well as with applicable anti-money laundering statutes of such jurisdictions, the laws and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency thereunder.

(h) No General Solicitation . Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.

(i) Anti-Dilution Protection . Solely as it relates to the sale of the Forward Purchase Securities, the Company agrees to cause the Sponsor to waive any anti-dilution protections of Section 4.02 of the Strategic Partners Agreement.

(j) No Other Representations and Warranties; Non-Reliance . Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the Global Offering, or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Securities) may be transferred or assigned, at any time and from time to time, to one or more third parties (each such transferee, a “ Transferee ”). Upon any such assignment:

(a) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “ Joinder Agreement ”), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by such Transferee (the “ Transferee Securities ”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and

(b) upon a Transferee’s execution and delivery of a Joinder Agreement. the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and to reflect such reduced number of Forward Purchase Securities to be purchased by the Purchaser, and upon the execution of Schedule A by the Purchaser and the Company the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

5.	Additional Agreements and Acknowledgements of the Purchaser .

(a) Forward Purchase Warrant Lock-up; Transfer Restrictions . The Purchaser agrees that it shall not Transfer (as defined below) (or cause the Transfer of) any Forward Purchase Warrants until at least 30 days after the completion of the Initial Business Combination. Notwithstanding the first sentence of this Section 5(a) , Transfers of the Forward Purchase Warrants are permitted (any such transferees, the “ Permitted Transferees ”) (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of the Initial Business Combination; (vii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Series A Shares for cash, securities or other property subsequent to the completion of the Initial Business Combination; (viii) as a distribution to limited partners, members or stockholders of the Purchaser; (ix) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (x) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (ix) above; (xi) to the Purchaser or any Transferee hereunder; (xii) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (xiii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (i) through (v) and (viii) through (xii), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. For purposes of this Section , “ Transfer ” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Warrants (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Warrants, whether any such transaction is to be settled by delivery of such Forward Purchase Warrants, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

(b) Escrow Account .

(i) The Purchaser hereby acknowledges that it is aware that the Company established a U.K.-based escrow account (the “ Escrow Account ”) for the benefit of its public shareholders upon the Global Offering Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Escrow Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.

(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“ Claim ”) to, or to any monies in, the Escrow Account, and hereby irrevocably waives any Claim to, or to any monies in, the Escrow Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Escrow Account and not against the property or any monies in the Escrow Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.

(c) No Short Sales . The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes of this Section , “ Short Sales ” shall include, without limitation, all “ short sales ” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

6.	Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Series A Shares and Public Warrants on Bolsa Mexicana de Valores S.A.B. de C.V., the Mexican stock exchange.

7.	Forward Closing Conditions.

(a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

(i) The Business Combination Closing shall have occurred;

(ii) The COFECE Approval shall have been obtained;

(iii) The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;

(iv) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and

(v) No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.

(b) The obligation of the Company to sell the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:

(i) The Business Combination Closing shall have occurred;

(ii) The COFECE Approval shall have been obtained;

(iii) The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;

(iv) The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and

8.	Termination. This Agreement may be terminated at any time prior to the Forward Closing:

(a) by mutual written consent of the Company and the Purchaser;

(b) automatically

(i) if the COFECE Approval is not obtained by June 30, 2019; or

(ii) if Sponsor Holdings or the Company becomes subject to any voluntary or involuntary petition under the United States federal, Mexican or Canadian bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of Sponsor Holdings or the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment.

In the event of any termination of this Agreement pursuant to this Section 8 , the Forward Purchase Price (and interest thereon, if any), if previously paid, shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall (1) relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement or (2) entitle the Purchaser to a return of the Upfront Payment except solely in the event an Initial Business Combination is consummated, then as provided in Section 1(e) .

9.	General Provisions.

(a) Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day and (c) two (2) Business Day after deposit with a nationally recognized overnight international courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Vista Oil & Gas, S.A.B. de C.V., Javier Barros Sierra 540 Torre 2, Piso 2, Col. Lomas de Santa Fe, Mexico City, Mexico, 01210, Attention: Javier S. Rodriguez Galli with a copy to the Company’s counsel at Creel, García-Cuéllar, Aiza Y Enriquez, S.C., Paseo de Los Tamarindos 60, Bosques de las Lomas, 05120 Ciudad de México, CDMX, Mexico, Attention: Carlos Zamarron.

All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a) .

(b) No Finder’s Fees . Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(c) Survival of Representations and Warranties . All of the representations and warranties contained herein shall survive the Forward Closing.

(d) Entire Agreement . This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(e) Successors . All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f) Assignments . Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

(g) Counterparts . This Agreement may be executed by facsimile or electronic mail in portable document format (PDF) and in one or more counterparts, all of which will constitute one and the same instrument.

(h) Headings . The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(i) Governing Law . This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

(j) Jurisdiction . The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(k) Waiver of Jury Trial . The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

(l) Amendments . This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.

(m) Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(n) Expenses . All costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants, shall be borne by the Purchaser. The Purchaser shall be responsible for the fees of the Company’s transfer agent; stamp taxes and any other fees associated with the issuance of the Forward Purchase Securities and the securities issuable upon exercise of the Forward Purchase Warrants.

(o) Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “ include ,” “ includes ,” and “ including ” will be deemed to be followed by “ without limitation .” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words

“ this Agreement ,” “ herein ,” “ hereof ,” “ hereby ,” “ hereunder ,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

(p) Waiver . No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q) Specific Performance . The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

[ Signature page follows ]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

PURCHASER:

RIVERSTONE VISTA CAPITAL PARTNERS, L.P.



By:		RVCP GP, L.L.C.

By:		/s/ Peter Haskopoulos
		Name: Peter Haskopoulos
		Title: Managing Director


Address for Notices: 712 Fifth Ave, 19th Floor

New York, New York 10019

E-mail: phaskopoulos@riverstonelle.com

Fax: (212) 271-2938



COMPANY:

VISTA OIL & GAS, S.A.B. DE C.V.

By:		/s/ Alejandro Cherñacov
		Name: Alejandro Cherñacov
		Title: Attorney-in-Fact

[Signature Page to Amended & Restated Forward Purchase Agreement]

TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE SHARES,” “NUMBER OF FORWARD PURCHASE WARRANTS” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE SECURITIES” SET FORTH ABOVE:

Number of Forward Purchase Shares, Number of Forward Purchase Warrants and Aggregate Purchase Price for Forward Purchase Securities as of , 201[ ], accepted and agreed to as of this day of , 201[ ].


RIVERSTONE VISTA CAPITAL PARTNERS, L.P.

By: RVCP GP, L.L.C.

By:
		Name: Peter Haskopoulos
		Title: Managing Director

VISTA OIL & GAS, S.A.B. DE C.V.

By:
		Name:
		Title:

SCHEDULE A

SCHEDULE OF TRANSFERS OF FORWARD PURCHASE SECURITIES

The following transfers of a portion of the original number of Forward Purchase Shares and Forward Purchase Warrants have been made:

Date of Transfer

Transferee

Number of

Forward

Purchase

Shares

Transferred

Number of
Forward
Purchase
Warrants
Transferred

Purchaser
Revised
Forward
Purchase
Share
Amount

Purchaser
Revised
Forward
Purchase
Warrant
Amount

TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE SECURITIES:

Schedule A as of , 201[ ], accepted and agreed to as of this day of , 201[ ] by:


RIVERSTONE VISTA CAPITAL PARTNERS, L.P.		VISTA OIL & GAS, S.A.B. DE C.V.

By: RVCP GP, L.L.C.

By:		By:
	Name:		Name:
	Title:		Title:

Exhibit 10.11

June 10, 2019

Banco de Galicia y Buenos Aires S.A.,

Itaú Unibanco S.A., Nassau Branch,

Banco Santander Río, S.A., and

Citibank, N.A.

as Lenders

Itaú Unibanco S.A., Nassau Branch, as Administrative Agent

Re: Offer No. 2/2019

Ladies and Gentlemen,

VISTA OIL & GAS ARGENTINA S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (the “ Borrower ”), VISTA OIL & GAS, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“ Vista ”), VISTA OIL & GAS HOLDING I, S.A. DE C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“ Vista Holding I ”), APCO ARGENTINA S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (“ APCO Argentina ”) , APCO OIL & GAS S.A.U., a sociedad anónima unipersonal organized under the laws of the Republic of Argentina (as successor to APCO Oil and Gas International, Inc., “ APCO ”), and VISTA HOLDING II, S.A. DE C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“ Vista Holding II ”), hereby irrevocably offer BANCO DE GALICIA Y BUENOS AIRES S.A., ITAÚ UNIBANCO S.A., NASSAU BRANCH (“ Banco Itaú ”), BANCO SANTANDER RIO S.A. and CITIBANK, N.A. (the “ Lenders ”) and Banco Itaú, as administrative agent (the “ Administrative Agent ”), to enter into a waiver agreement in the form attached hereto as Annex I (including Schedule I thereto) (this “ Offer No. 2/2019 ” and once accepted pursuant to the terms hereof, the “ Agreement ”).

This Offer No. 2/2019 shall be open for acceptance in writing by the Lenders and the Administrative Agent until June 10, 2019, unless extended in writing for an additional period of time by the Borrower (the “ Expiration Date ”); forthwith after the Expiration Date, this Offer shall automatically lose all force and effect.

Upon written acceptance of this Offer No. 2/2019 on or before the Expiration Date by all of the addressees hereto, the Agreement shall become in full force and effect subject to the terms and conditions set forth in Annex I (including, without limitation, the conditions precedent set forth in Section 3 thereof) as if the parties hereof had executed and delivered the same and shall be legally binding upon, and enforceable against, each and all of the parties, and each and all of them shall become parties to the Agreement. The Agreement shall be deemed entered into as of the date of the latest acceptance among of the Lenders and Administrative Agent.

This Offer No. 2/2019 shall be governed by, and interpreted in accordance with, the law of the State of New York (without regard to conflicts of law principles other than sections 5-1401 and 5-1402 of the New York general obligations law).

We hereby agree that the delivery of the acceptance notice and service of all notices, writs, process and summons in any suit, action or proceeding brought in connection with this Offer No. 2/2019 may be made upon us by service to the address, and in the manner, set forth in Section 11.1 of the Credit Agreement (as defined below).

[Remainder of page intentionally left blank.]


Sincerely,

VISTA OIL & GAS ARGENTINA S.A.

By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Attorney-in-Fact

VISTA OIL & GAS S.A.B. DE C.V.

By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Attorney-in-Fact

VISTA OIL & GAS HOLDING I, S.A. DE C.V.

By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Attorney-in-Fact

APCO ARGENTINA S.A.

By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Attorney-in-Fact

APCO OIL & GAS S.A.U.

By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Attorney-in-Fact

VISTA HOLDING II, S.A. DE C.V.

By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Attorney-in-Fact

[ Signature page to Amendment No. 1 to the Credit Agreemen (Vista) ]

ANNEX I

TERMS AND CONDITIONS TO

THE OFFER NO. 2/2019

(see attached)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

This Annex I shall, once accepted by BANCO DE GALICIA Y BUENOS AIRES S.A., ITAÚ UNIBANCO S.A., NASSAU BRANCH (“ Banco Itaú ”), BANCO SANTANDER RIO S.A. and CITIBANK, N.A. (collectively, the “ Lenders ”) and Banco Itaú, as administrative agent (the “ Administrative Agent ” and together with the Lenders, the “ Offerees ”) in accordance with the terms of the offer letter (the “ Offer No. 2/2019 ”) of which this Annex I forms a part, shall constitute the AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “ Amendment No. 1 ”), dated as of the date on which the Offerees shall have accepted the Offer No. 2/209 in accordance with the terms thereof, entered into by and among VISTA OIL & GAS ARGENTINA S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (the “ Borrower ”), VISTA OIL & GAS, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“ Vista ”), VISTA OIL & GAS HOLDING I, S.A. DE C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“ Vista Holding I ”), APCO ARGENTINA S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (“ APCO Argentina ”) , APCO OIL & GAS S.A.U., a sociedad anónima unipersonal organized under the laws of the Republic of Argentina (as successor to APCO Oil and Gas International, Inc., “ APCO ”), and VISTA HOLDING II, S.A. DE C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“ Vista Holding II ”), as signatories to the Offer No. 2/2019, and the Lenders and the Administrative Agent signatory to that certain letter of acceptance in respect of the Offer No. 2/2019. Upon delivery of the acceptance letter in accordance with the terms of the Offer No. 2/2019, each of the aforementioned parties shall be deemed to be a party hereto.

PRELIMINARY STATEMENTS

A. Reference is made to that certain credit agreement evidenced by Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018 dated as of July 19, 2018, executed and delivered by the Borrower, Vista, Vista Holding I, APCO Argentina and APCO and accepted by the Lenders and the Administrative Agent on the same date (as amended, supplemented, amended and restated or otherwise modified from time to time through the date hereof, the “ Credit Agreement ”), pursuant to which the Lenders have extended credit to the Borrower.

B. The Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement with respect to Unrestricted Proceeds.

C. NOW, THEREFORE , in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. Definitions . Capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings specified in the Credit Agreement.

SECTION 2. Amendment . In accordance with Section 12.9(a) of the Credit Agreement, and subject to satisfaction of the conditions precedent to effectiveness set forth in Section 3 below, the Administrative Agent and each Lender party hereto hereby consents and agrees to amend the Credit Agreement as follows:

(a) The definition of “ Unrestricted Proceeds ” in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows:

“ “ Unrestricted Proceeds ” shall mean, as of any date of determination, (i) the sum of (A) Unrestricted Equity Proceeds for which the Administrative Agent has received a certificate pursuant to Section 7.1(f)(i) and (B) the Annual Permitted Net Income Restricted Payment Amount (less the amount of any Restricted Payments made by Vista in accordance with Section 8.6(a)(iii)), minus (ii) the sum of any (A) Investments made after the Effective Date by any Loan Party or Restricted Subsidiary in any Person other than a Loan Party or Restricted Subsidiary pursuant to Section 8.4(c) and (B) repayments made after the Effective Date by any Loan Party or any Restricted Subsidiary to any Person other than any Loan Party or any Restricted Subsidiary of any Deeply Subordinated Indebtedness pursuant to Section 8.6(c). ”

(b) Clause (f) of Section 7.1 of the Credit Agreement is amended and restated in its entirety to read as follows:

“(f) Unrestricted Proceeds Officer’s Certificate .

(i) At least five (5) Business Days prior to the proposed date of receipt of any Unrestricted Equity Proceeds, an officer’s certificate signed by an Authorized Officer of the Borrower, which certificate shall state the amount of Unrestricted Equity Proceeds to be received by a Loan Party or Restricted Subsidiary;

(ii) Not later than fifteen (15) Business Days after the date of any Investment or any repayment, in each case, of the type described in clause (ii) of the definition of “Unrestricted Proceeds”, the Borrower shall deliver or cause to be delivered to the Administrative Agent a certificate that shall (A) certify as to the identity of the entity that has made a use of Unrestricted Proceeds, (B) certify as to the amount of Unrestricted Proceeds available immediately before giving effect to such use of Unrestricted Proceeds, (C) certify as to the amount of Unrestricted Proceeds available immediately after giving effect to such use of Unrestricted Proceeds, (D) certify as to the amount of Unrestricted Proceeds so used or to be used, (E) certify as to the use that such entity has made or proposes to make using the Unrestricted Proceeds and (F) specify the relevant provision of this Agreement under which such use is permitted;

(iii) If any Loan Party or Restricted Subsidiary intends to use Unrestricted Proceeds for any Investment or any repayment, in each case, of the type described in clause (ii) of the definition of “Unrestricted Proceeds” within fifteen (15) Business Days prior to any scheduled principal or interest payment date under the Credit Agreement (for the purpose of this clause (iii), such scheduled principal or interest payment date a “specified payment date”), the Borrower shall deliver or cause to be delivered to the Administrative Agent a certificate, no later than two (2) Business Days prior to the date on which such use of Unrestricted Proceeds is intended to be made, in which the Borrower shall (A) certify that immediately before and after giving effect to the proposed use of such Unrestricted Proceeds, the Borrower has sufficient

funds to pay in full in cash the amount of interest and/or principal (as applicable) due on such specified payment date, (B) certify as to the identity of the entity that intends to use the Unrestricted Proceeds, (C) certify as to the amount of Unrestricted Proceeds available immediately before giving effect to such use of Unrestricted Proceeds, (D) certify as to the amount of Unrestricted Proceeds available immediately after giving effect to such use of Unrestricted Proceeds, (E) certify as to the amount of Unrestricted Proceeds to be used, (F) certify as to the use such entity proposes to make using the Unrestricted Proceeds and (G) specify the relevant provision of this Agreement under which such intended use is permitted; and”

“ (f) except as otherwise permitted under this Section 8.3, any sales or dispositions of any Property purchased with Unrestricted Proceeds (so long as (i) prior to acquiring such Property, the Borrower or other Loan Party or Restricted Subsidiary has notified the Administrative Agent of its intent to acquire such Property with Unrestricted Proceeds or (ii) prior to disposing of such Property, the Borrower or other Loan Party or Restricted Subsidiary has notified the Administrative Agent that it has acquired such Property with Unrestricted Proceeds);”

(d) Clause (i) of Section 8.4 of the Credit Agreement is amended and restated in its entirety to read as follows:

“ (i) Investments in any Loan Party; provided that, from the Effective Date until the date that is eighteen (18) months from the Effective Date, (x) no Restricted Subsidiary of Vista Holding I may make any Investment except in another Restricted Subsidiary of Vista Holding I and (y) Vista Holding I may not make any Investment except in any Loan Party (1) in an amount, when taken together with the amount of any Restricted Payments made by Vista Holding I, pursuant to Section 8.6(a)(i)(y)(1), not to exceed $100,000,000 in the aggregate at any time and/or (2) with Unrestricted Proceeds; ”

(e) Sub-clause (i) of clause (a) of Section 8.4 of the Credit Agreement is amended and restated in its entirety to read as follows:

“ (i) any Restricted Subsidiary may pay, make or declare dividends or distributions to Vista, to any Loan Party and/or any wholly-owned Restricted Subsidiary (and, in the case of any such Restricted Subsidiary that is not wholly-owned directly or indirectly by Vista, making such dividends or distributions to holders of its Capital Stock other than a Loan Party on no more than a pro rata basis, measured by value, with any such dividends or distributions paid to such Loan Party); provided that, from the Effective Date until the date that is eighteen (18) months from the Effective Date, so long as immediately before and after giving effect to any such Restricted Payment, no Default has occurred and is continuing or would result therefrom, (x) no Restricted Subsidiary of Vista Holding I may make any Restricted Payment except a Restricted Payment to Vista Holding I or another Restricted Subsidiary of Vista Holding I and (y) Vista Holding I may not make any Restricted Payment other than Restricted Payments to any Loan Party (1) in an amount, when taken together with the amount of any Investments made by Vista Holding I pursuant to Section 8.4(i)(y)(1), not to exceed $100,000,000 in the aggregate at any time and/or (2) with Unrestricted Proceeds; ”

SECTION 3. Effective Date. This Amendment No. 1 shall become effective on the first date (the “ Amendment No. 1 Effective Date ”) on which the following conditions precedent shall have been satisfied:

(a) the Administrative Agent receives executed counterparts of this Amendment No. 1, properly executed and delivered by (x) an Authorized Officer of each Loan Party and (y) Lenders constituting the Required Lenders, and

(b) the Borrower shall have paid all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Lenders associated with the preparation, negotiation, execution and delivery of this Amendment No. 1 and the Specified Waiver No. 1 (but limited, in the case of such costs and expenses related to counsel to the Administrative Agent and the Lenders, to those of Shearman & Sterling LLP).

SECTION 4. Representations and Warranties of the Loan Parties. As of the date hereof and as of the Amendment No. l Effective Date, the Loan Parties represent and warrant to the Administrative Agent and the Lenders that:

(a) each Loan Party has all requisite power and authority to execute, deliver and perform the terms and provisions of this Amendment No. 1 and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment No. 1. Each Loan Party has duly executed and delivered this Amendment No. 1. This Amendment No. 1 constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity;

(b) neither the execution, delivery or performance by any Loan Party of this Amendment No. 1, nor compliance by such Loan Party with the terms and provisions hereof, (a) contravenes any provision of any Law or any order, writ, injunction or decree of any court or Governmental Authority binding on such Loan Party, (b) conflicts or is inconsistent with or results in any breach of any of the terms, covenants, conditions or provisions of, or constitutes a default in respect of any Material Agreement, or results in the creation or imposition of any Lien (other than the Liens created under the Credit Documents) upon any of the property or assets of such Loan Party or (c) violates any provision of the estatutos sociales, articles of incorporation, bylaws or other Organizational Documents of such Loan Party;

(c) no authorization, consent or approval of, or notice to or filing with, any Governmental Authority or any other Person is required to authorize, or is required in connection with, (a) the execution, delivery and performance by any Loan Party of this Amendment No. 1, (b) the legality, validity or binding effect against any Loan Party of this Amendment No. 1, or (c) except to the extent required or contemplated by the Credit

Documents or customary actions taken in connection with any litigation or proceeding relating to the enforcement of creditors’ rights, the enforceability of this Amendment No. 1 against any Loan Party.

(d) no Default or Event of Default has occurred and is continuing; and

(e) each of the representations and warranties made by the Borrower in Section 6 of the Credit Agreement is true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representation or warranty expressly relates to an earlier date, in which case, such representation shall be true and correct in all material respects as of such earlier date.

SECTION 5. References to and Effect on Other Financing Documents. (a) On and after the Amendment No. 1 Effective Date, this Amendment No. 1 shall for all purposes be deemed to be a Credit Document under the Credit Agreement.

(a) The Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, (i) operate as a waiver or amendment of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver or amendment of any provision of any of the Credit Documents, (ii) prejudice any other right, power or remedy which the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement or the other Credit Documents, or (iii) be a novation ( novación) of the obligations of the Borrower under any of the Credit Documents.

SECTION 6. GOVERNING LAW . THIS AMENDMENT NO. 1. AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The parties hereby agree that Section 12.5 of the Credit Agreement shall apply to this Amendment No. 1 mutatis mutandis.

SECTION 7. Headings. The headings contained herein are for convenience of reference only and do not constitute a part of this Amendment No. 1.

SECTION 8. Counterparts . This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment No. 1 shall be effective as delivery of an original executed counterpart of this Amendment No. 1.

[ Remainder of page intentionally left blank ]

Execution Version

June 10, 2019

VISTA OIL & GAS ARGENTINA S.A., as Borrower

Avenida del Libertador 101, Piso 12, Torre Sur

1638, Vicente Lopez

Buenos Aires

Attention: Alejandro Cherñacov

VISTA OIL & GAS, S.A.B. DE C.V.

VISTA OIL & GAS HOLDING I, S.A. DE C.V.

APCO ARGENTINA S.A.

APCO OIL & GAS S.A.U.

VISTA HOLDING II, S.A. DE C.V.

as Guarantors

Ladies and Gentlemen:

The undersigned Required Lenders hereby accepts your Offer No. 02/2019, dated June 10, 2019. Capitalized terms used but not defined herein shall have the meaning assigned to such term in that certain Offer No. 02/2019.

This letter shall be governed by and construed in accordance with the laws of the State of New York.

[ Remainder of page intentionally left blank ]


ITAÚ UNIBANCO S.A., NASSAU BRANCH, as Administrative Agent and a Required Lender

By:		/s/ Gilson Gomes de Paula
Name:		Gilson Gomes de Paula
Title:		Manager

By:		/s/ Albina Izquierdo
Name:		Albina Izquierdo
Title:		Authorized Signature

[ Signature Page to Offer No. 02/2019 Acceptance Letter – Amendment No. 1 (Itaú) ]


BANCO DE GALICIA Y BUENOS AIRES S.A., as a Required Lender

By:		/s/ Fernando Lema
Name:		Fernando Lema
Title:		Manager

[ Signature Page to Offer No. 02/2019 Acceptance Letter – Amendment No. 1 (Banco Galicia) ]


BANCO SANTANDER RÍO, S.A., as a Required Lender

By:		/s/ Ignacio Lorenzo
Name:		Ignacio Lorenzo
Title:		Managing Director

By:		/s/ Alejandro Butti
Name:		Alejandro Butti
Title:		Attorney-in-Fact

[ Signature Page to Offer No. 02/2019 Acceptance Letter – Amendment No. 1 (Santander) ]


CITIBANK, N.A. as a Required Lender

By:		/s/ Adrian Guzzoni
Name:		Adrian Guzzoni
Title:		Managing Director

[ Signature Page to Offer No. 02/2019 Acceptance Letter – Amendment No. 1 (Citibank) ]

Exhibit 21.1

List of Subsidiaries of Vista Oil & Gas, S.A.B de C.V.


Subsidiary	Jurisdiction of incorporation	Name under which the subsidiary does business
Vista Oil & Gas Argentina S.A.	Argentina	Vista Argentina
APCO Oil & Gas S.A.U.	Argentina	APCO
Vista Oil & Gas Holding I, S.A. de C.V.	Mexico	Vista Holding I
Vista Oil & Gas Holding II, S.A. de C.V.	Mexico	Vista Holding II
APCO Argentina S.A.	Argentina	APCO Argentina

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 5, 2019, in the Registration Statement (Form F-1) and related Prospectus of Vista Oil & Gas, S.A.B. de C.V., for the registration of Series A shares of its common stock.

/s/ MANCERA, S.C.

Member firm of Ernst & Young Global Limited

Mexico City, Mexico

July 2, 2019

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of Vista Oil & Gas, S.A.B. de C.V. of our report dated January 23, 2019, except with respect to the matter discussed in the “Other Matter” paragraph, as to which the date is April 5, 2019, relating to the financial statements of Petrolera Entre Lomas S.A., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Reinaldo Sergio Cravero

Reinaldo Sergio Cravero (Partner)

/s/ Price Waterhouse & Co. S.R.L.

Price Waterhouse & Co. S.R.L.

Buenos Aires, Argentina

July 2, 2019

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of Vista Oil & Gas, S.A.B. de C.V. of our report dated January 23, 2019 relating to the financial statements of APCO Oil & Gas International, Inc. (Argentina Branch), which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Ezequiel Luis Mirazón

Ezequiel Luis Mirazón (Partner)

/s/ Price Waterhouse & Co. S.R.L.

Price Waterhouse & Co. S.R.L.

Buenos Aires, Argentina

July 2, 2019

Exhibit 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of Vista Oil & Gas, S.A.B. de C.V. of our report dated January 23, 2019 relating to the statements of revenues and direct operating expenses of Jagüel de los Machos and 25 de Mayo-Medanito SE, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Reinaldo Sergio Cravero

Reinaldo Sergio Cravero (Partner)

/s/ Price Waterhouse & Co. S.R.L.

Price Waterhouse & Co. S.R.L.

Buenos Aires, Argentina

July 2, 2019

Exhibit 23.5

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated January 23, 2019 (except Note 30, as to which the date is April 5, 2019), with respect to the financial statements of APCO Oil & Gas International Inc. Argentina Branch included in the Registration Statement (Form F-1) and related Prospectus of Vista Oil & Gas, S.A.B. de C.V., for the registration of Series A shares of its common stock.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

Member firm of Ernst & Young Global Limited

City of Buenos Aires, Argentina

July 2, 2019

Exhibit 23.6

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated January 23, 2019 (except Note 9, as to which the date is April 5, 2019), with respect to the Combined Abbreviated Statements of Revenues and Direct Operating Expenses of Jagüel de los Machos and 25 de Mayo – Medanito SE included in the Registration Statement (Form F-1) and related Prospectus of Vista Oil & Gas, S.A.B. de C.V., for the registration of Series A shares of its common stock.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

Member firm of Ernst & Young Global Limited

City of Buenos Aires, Argentina

July 2, 2019

Exhibit 23.8

LOGO

Gaffney, Cline & Associates, Inc.

5555 San Felipe St., Suite 550

Houston, TX 77056

Telephone: +1 713 850 9955

www.gaffney-cline.com

June 26, 2019

Vista Oil & Gas S.A.

Javier Barros Sierra 540, Tower 2, 2nd Floor

Lomas de Santa Fe

Mexico City

Mexico

Ladies and Gentlemen:

We hereby consent to the references to Gaffney, Cline & Associates and to the inclusion of our third-party letter report issued on February 13, 2019, as set forth as Exhibit 23.8 in Vista Oil & Gas S.A. (VISTA) report on Form F-1 for the year ended December 31, 2018, to be filed with the United States Securities and Exchange Commission (SEC).

Our third-party letter report dated February 13, 2019 contains our independent audit of the proved crude oil, condensate, natural gas liquids, gasoline and marketable gas reserves as of December 31, 2018 of certain properties in Argentina in which VISTA holds interests.

Yours sincerely,

Gaffney, Cline & Associates

/s/ Gustavo Ritondale

Gustavo Ritondale

Principal Advisor

Vista Oil & Gas S.A.

Exhibit 99.1

LOGO

Gaffney, Cline & Associates, Inc.

5555 San Felipe St., Suite 550

Houston, TX 77056

Telephone: +1 713 850 9955

www.gaffney-cline.com

February 13, 2019

Mr. Juan Garoby

Chief Operating Officer

Vista Oil & Gas S.A.

Javier Barros Sierra 540, Tower 2, 2nd Floor

Lomas de Santa Fe

Mexico City

Mexico

Dear Mr. Garoby,

SEC Proved Reserves for certain Concessions

in Argentina as of December 31 ^st , 2018

This proved reserves statement has been prepared by Gaffney, Cline & Associates (GCA) and issued on February 13, 2019 at the request of Vista Oil & Gas S.A. (VISTA). In February 2018 (effectively April 3, 2018) VISTA purchased the Apco Oil&GAS International Inc. Sucursal Argentina (APCO) and the Pampa Energía S.A. (PAMPA) interests of several properties located in the Neuquén basin and Noroeste basin of Argentina. Such properties have been evaluated in this report and listed as follows:

Table 1

List of Properties Evaluated


Concession / Contract	Basin	VISTA WI			Operator
Agua Amarga (Charco del Palenque)	Neuquina		100.00	%	VISTA
Agua Amarga (Jarilla Quemada)	Neuquina		100.00	%	VISTA
Bajada del Palo Oeste (*)	Neuquina		100.00	%	VISTA
Bajada del Palo Este	Neuquina		100.00	%	VISTA
Medanito	Neuquina		100.00	%	VISTA
Jagüel de los Machos	Neuquina		100.00	%	VISTA
Entre Lomas (Neuquén)	Neuquina		100.00	%	VISTA
Entre Lomas (Rio Negro)	Neuquina		100.00	%	VISTA
Coirón Amargo Norte	Neuquina		55.00	%	VISTA
Coirón Amargo Suroeste	Neuquina		10.00	%	SHELL
Acambuco	Noroeste		1.50	%	PAE

(*)	Includes Bajada del Palo Non-Conventional Development


AB-18-2024.00		1
Vista Oil & Gas S.A.

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As of December 3, 2018, Vista announced operation of Block Águila Mora. Águila Mora holds an exploration permit due in 2019 and is located in Neuquén. VISTA holds a 90% working interest and became the operator. Águila Mora block was not audited as no reserves were reported.

This report relates specifically and solely to the subject matter as defined in the scope of work in the Proposal for Services and is conditional upon the assumptions described herein. The report must be considered in its entirety and must only be used for the purpose for which it was intended.

GCA has conducted an independent audit examination, as of December 31, 2018, of the proved crude oil and natural gas reserves of previously mentioned contracts. Based on technical and other information made available to GCA concerning this property unit, GCA hereby provides the reserves statement in the following table:

Table 2

Statement of Remaining Reserves

of certain Concessions in Argentina as of December 31, 2018


	Gross (100%) Concession Reserves						WI Company Reserves
	Liquids MMBbl		Gas Bcf		Sales Gas Bcf		Liquids MMBbl		Gas Bcf		Sales Gas Bcf
Proved
Developed		30.8		255.5		227.1		27.1		103.4		81.3
Undeveloped		16.5		33.0		32.9		7.1		28.2		28.1

Total Proved		47.3		288.5		260.0		34.2		131.6		109.4

Notes:

1.	Gross concession reserves represent 100% of the volumes estimated to be commercially recoverable from the concessions under the intended development plan.

2.	Working interest (WI) reserves represent reserves volumes to the working interest of VISTA in the concessions.

3.	Royalties payable to Provinces have not been deducted from reported working interest (WI) reserves.

4.	Gas includes Gas Sales and Consumption

5.	Totals may not exactly equal the sum of the individual entries because of rounding.


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Gas volumes results from field separation and processing, being reduced by injection, flare and shrinkage, and include the volume of gas consumed at the field for production operations.

GCA presents the detail of volumes per concession in Appendix II.

Present and future price and costs assumptions were provided or specified by VISTA, in accordance to SEC rules and regulations. All prices and costs are expressed in US dollars. The following table shows average liquid prices by property.

Table 3

Liquid Prices by Property


Marker	Property	Marker Oil Price US$/Bbl		Quality Adjustment US$/Bbl		Oil, Condensate and Gasoline US$/Bbl
Medanito	25 de Mayo – Medanito Sureste		67.51		-2.84		64.67
Medanito	Jagüel de los Machos		67.51		-2.83		64.68
Medanito	Entre Lomas (Neuquén y Río Negro)		67.51		-2.12		65.40
Medanito	Bajada del Palo (Este y Oeste)		67.51		-2.11		65.40
Medanito	Agua Amarga		67.51		-2.13		65.39
Medanito	Coirón Amargo Norte Coirón Amargo Suroeste		67.51		-2.11		65.40
Noroeste	Acambuco		60.20		0.00		60.20

The average gas sales price for all concessions is US$ 4.58/MMBtu. The average LPG sales price is US$ 385.38/Ton.

Operating expenses include field operating expenses, transportation, compression and allocation of overhead directly related to production or development of the field.

This audit was performed with the data available from wells drilled in the concession through December 2018. Production of liquids and gas were estimated up to the economic limit or end of concession.

Reserves Assessment

This audit examination was based on reserves estimates and other information provided by VISTA to GCA through December 2018, and included such tests, procedures and adjustments as were considered necessary. All questions that arose during the audit process were resolved to GCA’s satisfaction.


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The price scenario for the December 31 2018 economic tests were based for oil on the average of prices that VISTA got during 2018 according to SEC rules, and for gas prices, on existing gas sales contracts. All prices and costs are quoted in US dollars.

Future capital costs were derived from development plans prepared by VISTA for each concession. Recent historical operating expense data were used as the basis for operating cost projections. Operating expenses include field operating expenses, transportation, compression and allocation of overhead directly related to production or development of the field. No inflation was considered in these costs. GCA has found that VISTA has projected sufficient capital investments and operating expenses to economically produce the projected volumes.

It is GCA’s opinion that the estimates of total remaining recoverable hydrocarbon liquid and gas volumes, as of December 31 ^st 2018, are, in the aggregate, reasonable and the reserves categorization is appropriate. GCA concludes that the methodologies employed by VISTA in the derivation of the reserves estimates are appropriate, and that the quality of the data relied upon and the depth and thoroughness of the reserves estimation process is adequate.

Basis of Opinion

This document reflects GCA’s informed professional judgment based on accepted standards of professional investigation and, as applicable, the data and information provided by the Client and/or obtained from other sources (e.g., public domain), the limited scope of engagement, and the time permitted to conduct the evaluation.

In line with those accepted standards, this document does not in any way constitute or make a guarantee or prediction of results, and no warranty is implied or expressed that actual outcome will conform to the outcomes presented herein. GCA has not independently verified any information provided by, or at the direction of, the Client, and has accepted the accuracy and completeness of this data. GCA has no reason to believe that any material facts have been withheld, but does not warrant that its inquiries have revealed all of the matters that a more extensive examination might otherwise disclose.

The opinions expressed herein are subject to and fully qualified by the generally accepted uncertainties associated with the interpretation of geological and engineering data and do not reflect the totality of circumstances, scenarios and information that could potentially affect decisions made by the report’s recipients and/or actual results. The opinions and statements contained in this report are made in good faith and in the belief that such opinions and statements are representative of prevailing physical and economic circumstances.

In the preparation of this report, GCA has used definitions contained within SEC, Part 210 Rule 4-10(a) of Regulation S-X of the US Securities and Exchange Commission (see Appendix I).

There are numerous uncertainties inherent in estimating reserves, and in projecting future production, development expenditures, operating expenses and cash flows. Oil and gas reserves assessments must be recognized as a subjective process of estimating subsurface accumulations of oil and gas that cannot be measured in an exact way. Estimates of oil and gas reserves prepared by other parties may differ, perhaps materially, from those contained within this report.


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The accuracy of any reserve estimate is a function of the quality of the available data and of engineering and geological interpretation. Results of drilling, testing and production that post-date the preparation of the estimates may justify revisions, some or all of which may be material. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered, and the timing and cost of those volumes that are recovered may vary from that assumed.

GCA’s review and audit involved reviewing pertinent facts, interpretations and assumptions made by VISTA or others in preparing estimates of reserves. GCA performed procedures necessary to enable it to render an opinion on the appropriateness of the methodologies employed, adequacy and quality of the data relied on, depth and thoroughness of the reserves estimation process, classification and categorization of reserves appropriate to the relevant definitions used, and reasonableness of the estimates.

Definition of Reserves

Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce, or a revenue interest in, the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

GCA is not aware of any potential changes in regulations applicable to these concessions that could affect the ability of VISTA to produce the estimated reserves.

Reserves are further categorized in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by development and production status. All categories of reserves volumes quoted herein have been derived within the context of an economic limit test (ELT) assessment (pre-tax and exclusive of accumulated depreciation amounts) prior to any Net Present Value (NPV) analysis.

GCA has not undertaken a site visit and inspection because was not considered necessary and therefore outside of the scope of work of this audit. As such, GCA is not in a position to comment on the operations or facilities in place, their appropriateness and condition, or whether they are in compliance with the regulations pertaining to such operations. Further, GCA is not in a position to comment on any aspect of health, safety, or environment of such operation.

This report has been prepared based on GCA’s understanding of the effects of petroleum legislation and other regulations that currently apply to these properties. However, GCA is not in a position to attest to property title or rights, conditions of these rights (including environmental and abandonment obligations), or any necessary licenses and consents (including planning permission, financial interest relationships, or encumbrances thereon for any part of the appraised properties).


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Use of Net Present Values

It should be clearly understood that the NPVs contained herein do not represent a GCA opinion as to the market value of the subject property, nor any interest in it.

In assessing a likely market value, it would be necessary to take into account a number of additional factors including reserves risk (i.e., that Proved and/or Probable and/or Possible reserves may not be realized within the anticipated timeframe for their exploitation); perceptions of economic and sovereign risk, including potential change in regulations; potential upside; other benefits, encumbrances or charges that may pertain to a particular interest; and, the competitive state of the market at the time. GCA has explicitly not taken such factors into account in deriving the NPVs presented herein.

Qualifications

In performing this study, GCA is not aware that any conflict of interest has existed. As an independent consultancy, GCA is providing impartial technical, commercial, and strategic advice within the energy sector. GCA’s remuneration was not in any way contingent on the contents of this report.

In the preparation of this document, GCA has maintained, and continues to maintain, a strict independent consultant-client relationship with VISTA. Furthermore, the management and employees of GCA have no interest in any of the assets evaluated or related with the analysis performed, as part of this report.

Staff members who prepared this report hold appropriate professional and educational qualifications and have the necessary levels of experience and expertise to perform the work.


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Notice

This document is confidential and has been prepared for the exclusive use of the Client or parties named herein. It may not be distributed or made available, in whole or in part, to any other company or person without the prior knowledge and written consent of Gaffney, Cline & Associates (GCA). No person or company other than those for whom it is intended may directly or indirectly rely upon its contents. GCA is acting in an advisory capacity only and, to the fullest extent permitted by law, disclaims all liability for actions or losses derived from any actual or purported reliance on this document (or any other statements or opinions of GCA) by the Client or by any other person or entity.

Yours sincerely,

Gaffney, Cline & Associates

/s/ Gustavo Ritondale

Project Manager

Gustavo Ritondale, Project Manager

/s/ Roberto Wainhaus

Reviewed by

Roberto Wainhaus, Technical Director

Appendices

Appendix I

SEC Reserves Definitions

Appendix II

Reserves WI Resvenue Cash Flows

Appendix III

Standard Glossary


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Appendix I

SEC Reserves Definitions


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U.S. SECURITIES AND EXCHANGE COMMISSION (SEC)

MODERNIZATION OF OIL AND GAS REPORTING ¹

Oil and Gas Reserves Definitions and Reporting

(a)

Definitions

(1) Acquisition of properties. Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers’ fees, recording fees, legal costs, and other costs incurred in acquiring properties.

(2) Analogous reservoir. Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares the following characteristics with the reservoir of interest:

(i)

Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

(ii)

Same environment of deposition;

(iii)

Similar geological structure; and

(iv)

Same drive mechanism.

Instruction to paragraph (a)(2): Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

(3) Bitumen. Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.

(4) Condensate. Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

(5) Deterministic estimate. The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

(6) Developed oil and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i)

Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii)

Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

1	Extracted from 17 CFR Parts 210, 211, 229, and 249 [Release Nos. 33-8995; 34-59192; FR-78; File No. S7-15-08] RIN 3235-AK00].


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(7) Development costs. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

(i)

Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.

(ii)

Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.

(iii)

Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.

(iv)

Provide improved recovery systems.

(8) Development project. A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

(9) Development well . A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

(10) Economically producible. The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.

(11) Estimated ultimate recovery (EUR). Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.

(12) Exploration costs. Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in pail as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:

(i)

Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or “G&G” costs.

(ii)

Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.

(iii)

Dry hole contributions and bottom hole contributions.

(iv)

Costs of drilling and equipping exploratory wells.

(v)

Costs of drilling exploratory-type stratigraphic test wells.


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(13) Exploratory well . An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.

(14) Extension well . An extension well is a well drilled to extend the limits of a known reservoir.

(15) Field . An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms “structural feature” and “stratigraphic condition” are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

(16) Oil and gas producing activities .

(i)

Oil and gas producing activities include:

(A)

The search for crude oil, including condensate and natural gas liquids, or natural gas (“oil and gas”) in their natural states and original locations;

(B)

The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;

(C)

The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:

(1)

Lifting the oil and gas to the surface; and

(2)

Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and

(D)

Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.

Instruction 1 to paragraph (a)(16)(i): The oil and gas production function shall be regarded as ending at a “terminal point”, which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:

The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and

In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.

Instruction 2 to paragraph (a)(16)(i): For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.

(ii)

Oil and gas producing activities do not include:

(A)

Transporting, refining, or marketing oil and gas;


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(B)

Processing of produced oil, gas or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;

(C)

Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or

(D)

Production of geothermal steam.

(17) Possible reserves . Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i)

When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii)

Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii)

Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv)

The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v)

Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi)

Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

(18) Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i)

When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.


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(ii)

Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii)

Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv)

See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.

(19) Probabilistic estimate. The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

(20) Production costs.

(i)

Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities, they become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:

(A)

Costs of labor to operate the wells and related equipment and facilities.

(B)

Repairs and maintenance .

(C)

Materials, supplies, arid fuel consumed and supplies utilized in operating the wells and related equipment and facilities.

(D)

Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.

(E)

Severance taxes .

(ii)

Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.

(21) Proved area . The part of a property to which proved reserves have been specifically attributed.

(22) Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.


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(i)

The area of the reservoir considered as proved includes:

(A)

The area identified by drilling and limited by fluid contacts, if any, and

(B)

Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii)

In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the

lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii)

Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv)

Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A)

Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B)

The project has been approved for development by all necessary parties and entities, including governmental entities.

(v)

Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

(23) Proved properties. Properties with proved reserves.

(24) Reasonable certainty. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

(25) Reliable technology. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

(26) Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.


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Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

(27) Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

(28) Resources. Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

(29) Service well. A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

(30) Stratigraphic test well. A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as “exploratory type” if not drilled in a known area or “development type” if drilled in a known area.

(31) Undeveloped oil and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i)

Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii)

Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii)

Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.

(32) Unproved properties. Properties with no proved reserves.


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Appendix II

Reserves WI Revenue Cash Flows


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Summary of WI Reserves by concession

The following tables summarize the reserves volumes and the economic test for each reserves category for all concessions. Gas Volumes are expressed at actual separator caloric power at standard condition.

Table 4

WI Reserves Volumes


	WI Reserves
	Proved Developed						Proved Undeveloped						Total Proved
			Sales+Consum		Sales				Sales+Consum		Sales				Sales+Consum		Sales
Field	Liquids		Gas		Gas		Liquids		Gas		Gas		Liquids		Gas		Gas
	MBbl		MMcf		MMcf		MBbl		MMcf		MMcf		MBbl		MMcf		MMcf
Acambuco		46		2,305		2,215		0		0		0		46		2,305		2,215
Bajada del Palo Oeste_NOC		0		0		0		1,919		1,282		1,282		1,919		1,282		1,282
Bajada del Palo Oeste		2,172		35,293		33,704		1,289		22,591		22,591		3,461		57,885		56,296
Bajada del Palo Este		1,095		7,509		7,155		389		1,477		1,477		1,484		8,986		8,632
Coirón Amargo Norte		475		759		304		0		0		0		475		759		304
Coirón Amargo Suroeste		42		21		21		1,116		564		564		1,158		585		585
Charco del Palenque		625		805		786		514		464		464		1,139		1,269		1,250
Jarilla Quemada		9		2,261		1,719		0		0		0		9		2,261		1,719
Entra Lomas RN		8,248		37,906		23,146		351		568		568		8,599		38,474		23,713
Entra Lomas NQ		2,218		5,207		2,253		178		319		319		2,396		5,526		2,572
Jaguel de los Machos		4,896		8,417		7,996		536		542		515		5,432		8,959		8,511
25 de Mayo-Medanito SE		7,270		2,897		1,986		774		414		304		8,044		3,312		2,290

Total		27,096		103,382		81,286		7,066		28,222		28,084		34,162		131,603		109,370

*	Gas at STD conditions

Notes:

1.	Sales+Consum Gas includes gas sales and consumption in field’s operations

2.	Royalties payable to Provinces have not been deducted from reported working interest reserves.

Hydrocarbon liquid volumes represent crude oil and condensate estimated to be recovered during field separation and gasoline and LPG estimated to be recovered from gas treatment plants, and are reported in thousands of stock tank barrels (MBbl). Natural gas volumes represent expected gas sales and field’s fuel usage, and are reported in Million (10 ⁶ ) standard cubic feet at standard condition of 14.7 psia and 60°F.

Gas reserves sales volumes are based on firm and existing gas contracts, or on the reasonable expectation of a contract or on the reasonable expectation that any such existing gas sales contracts will be renewed on similar terms in the future.

Summary of future WI revenue and Cash Flow for all reserves categories

The following tables summarize the volumes and the economic test for Proved Developed and 1P reserves category for all concessions. Sales Gas Volumes are expressed in standard condition. Reserve gas volumes are produced volumes (actual separator caloric power) at standard condition.


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Proved Develop Producing

Table 5

VISTA OIL & GAS S.A.

Summary of future WI Revenue and Cash Flow From Proved Developed Reserves

As of December 31 ^st , 2018


	Gross Product Sales						WI Product Sales
	Oil, C5+, and		Sales				Oil, C5+, and		Sales
Field	Condensate		Gas		LPG		Condensate		Gas		LPG
	MBbl		MMcf		MTons		MBbl		MMcf		MTons
Acambuco		3,075		147,678		0.0		46		2,215		0.0
Bajada del Palo Oeste_NOC		0		0		0.0		0		0		0.0
Bajada del Palo Oeste		2,172		33,704		0.0		2,172		33,704		0.0
Bajada del Palo Este		1,019		7,155		6.5		1,019		7,155		6.5
Coirón Amargo Norte		792		507		0.0		475		304		0.0
Coirón Amargo Suroeste		398		201		0.0		42		21		0.0
Charco del Palenque		590		786		3.0		590		786		3.0
Jarilla Quemada		9		1,719		0.0		9		1,719		0.0
Entra Lomas RN		7,377		23,146		74.2		7,377		23,146		74.2
Entra Lomas NQ		2,153		2,253		5.6		2,153		2,253		5.6
Jaguel de los Machos		4,896		7,996		0.0		4,896		7,996		0.0
25 de Mayo-Medanito SE		7,270		1,986		0.0		7,270		1,986		0.0

Total		29,751		227,132		89		26,048		81,286		89

*	Gas at STD conditions


Field	Future Gross Revenue		Royalties			Operating Expenses			Others		IIBB			Capital Costs		Abandon Costs			FCF Before TAX		IIGG			FCF After TAX		Present Worth at 10 Percent
	MMUS$		MMUS$			MMUS$			MMUS$		MMUS$			MMUS$		MMUS$			MMUS$		MMUS$			MMUS$		MMUS$
Acambuco		14		-2			-2			0		0			0		0			10		-2			7		5
Bajada del Palo Oeste_NOC		0		0			0			0		0			0		0			0		0			0		0
Bajada del Palo Oeste		300		-47			-87			0		-10			-2		-2			153		-33			120		88
Bajada del Palo Este		103		-16			-38			0		-3			-2		-2			41		-9			33		25
Coirón Amargo Norte		33		-5			-16			0		-1			-1		0			9		-2			8		6
Coirón Amargo Suroeste		3		0			-1			0		0			0		0			2		0			1		1
Charco del Palenque		43		-8			-21			0		-1			-1		-3			9		-2			6		6
Jarilla Quemada		9		-2			-5			0		0			0		-1			2		0			1		1
Entra Lomas RN		622		-93			-307			0		-20			-33		-14			154		-38			116		89
Entra Lomas NQ		153		-23			-59			0		-5			0		-10			56		-16			40		34
Jaguel de los Machos		360		-54			-72			0		-12			0		-1			221		-52			169		131
25 de Mayo-Medanito SE		481		-72			-146			0		-16			-1		-3			243		-56			187		140

Total		2,120		(322	)		(754	)		0		(68	)		-41		(35	)		900		(211	)		690		526


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Total Proved (1P)

Table 6

VISTA OIL & GAS S.A.

Summary of future WI Revenue and Cash Flow From 1P Reserves

As of December 31 ^st , 2018


	Gross Product Sales						WI Product Sales
Field	Oil, C5+, and Condensate		Sales Gas		LPG		Oil, C5+, and Condensate		Sales Gas		LPG
	MBbl		MMcf		MTons		MBbl		MMcf		MTons
Acambuco		3,075		147,678		0.0		46		2,215		0.0
Bajada del Palo Oeste_NOC		1,919		1,282		0.0		1,919		1,282		0.0
Bajada del Palo Oeste		3,461		56,296		0.0		3,461		56,296		0.0
Bajada del Palo Este		1,393		8,632		7.7		1,393		8,632		7.7
Coirón Amargo Norte		792		507		0.0		475		304		0.0
Coirón Amargo Suroeste		10,968		5,542		0.0		1,158		585		0.0
Charco del Palenque		1,084		1,250		4.7		1,084		1,250		4.7
Jarilla Quemada		9		1,719		0.0		9		1,719		0.0
Entra Lomas RN		7,716		23,713		75.3		7,716		23,713		75.3
Entra Lomas NQ		2,325		2,572		6.0		2,325		2,572		6.0
Jaguel de los Machos		5,432		8,511		0.0		5,432		8,511		0.0
25 de Mayo-Medanito SE		8,044		2,290		0.0		8,044		2,290		0.0

Total		46,219		259,993		94		33,063		109,370		94

*	Gas at STD conditions


Field	Future Gross Revenue		Royalties			Operating Expenses			Others		IIBB			Capital Costs			Abandon Costs			FCF Before TAX		IIGG			FCF After TAX		Present Worth at 10 Percent
	MMUS$		MMUS$			MMUS$			MMUS$		MMUS$			MMUS$			MMUS$			MMUS$		MMUS$			MMUS$		MMUS$
Acambuco		14		-2			-2			0		0			0			0			10		-2			7		5
Bajada del Palo Oeste_NOC		132		-16			-14			0		-4			-35			0			62		-16			46		25
Bajada del Palo Oeste		492		-77			-120			0		-16			-49			-2			230		-52			178		119
Bajada del Palo Este		135		-21			-43			0		-4			-15			-2			50		-11			39		27
Coirón Amargo Norte		33		-5			-16			0		-1			-1			0			9		-2			8		6
Coirón Amargo Suroeste		79		-9			-15			0		-2			-34			0			18		-4			13		1
Charco del Palenque		79		-15			-27			0		-3			-18			-3			14		-3			10		7
Jarilla Quemada		9		-2			-5			0		0			0			-1			2		0			1		1
Entra Lomas RN		647		-97			-312			0		-21			-43			-14			161		-40			121		91
Entra Lomas NQ		166		-25			-62			0		-5			-6			-10			58		-16			42		34
Jaguel de los Machos		397		-60			-76			0		-13			-8			-1			239		-57			182		140
25 de Mayo-Medanito SE		532		-80			-152			0		-17			-14			-3			266		-62			204		151

Total		2,714		(408	)		(843	)		0		(87	)		(223	)		(35	)		1,119		(267	)		852		608


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TABLE 7.1 ACA

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

ACAMBUCO

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		579		26,219		0.0		9		393		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		2		-1		1
2020		502		23,524		0.0		8		353		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		2		0		1
2021		438		21,017		0.0		7		315		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2022		385		18,850		0.0		6		283		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2023		342		16,918		0.0		5		254		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2024		306		15,233		0.0		5		228		0.0		60.20		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2025		274		13,648		0.0		4		205		0.0		60.20		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2026		248		12,269		0.0		4		184		0.0		60.20		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2027		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		3,075		147,678		0.0		46		2,215		0.0								14		-2		-2		0		0		0		0		10		-2		7

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		20
February 13, 2019

LOGO

TABLE 7.2 ACA

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

ACAMBUCO

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		579		26,219		0.0		9		393		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		2		-1		1
2020		502		23,524		0.0		8		353		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		2		0		1
2021		438		21,017		0.0		7		315		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2022		385		18,850		0.0		6		283		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2023		342		16,918		0.0		5		254		0.0		60.20		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2024		306		15,233		0.0		5		228		0.0		60.20		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2025		274		13,648		0.0		4		205		0.0		60.20		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2026		248		12,269		0.0		4		184		0.0		60.20		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2027		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		60.20		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		3,075		147,678		0.0		46		2,215		0.0								14		-2		-2		0		0		0		0		10		-2		7

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		21
February 13, 2019

LOGO

TABLE 7.3 BPO

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

BAJADA DEL PALO OESTE FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		404		6,982		0.0		404		6,982		0.0		65.40		4.58		385.38		59		-9		-15		0		-2		0		0		33		-8		25
2020		329		5,543		0.0		329		5,543		0.0		65.40		4.58		385.38		48		-7		-12		0		-2		-1		0		26		-5		20
2021		270		4,422		0.0		270		4,422		0.0		65.40		4.58		385.38		38		-6		-10		0		-1		0		0		21		-4		16
2022		222		3,532		0.0		222		3,532		0.0		65.40		4.58		385.38		31		-5		-8		0		-1		0		0		17		-3		13
2023		183		2,827		0.0		183		2,827		0.0		65.40		4.58		385.38		25		-4		-7		0		-1		0		0		13		-3		11
2024		150		2,255		0.0		150		2,255		0.0		65.40		4.58		385.38		20		-3		-6		0		-1		0		0		11		-2		9
2025		124		1,810		0.0		124		1,810		0.0		65.40		4.58		385.38		17		-2		-5		0		-1		0		0		9		-2		7
2026		103		1,450		0.0		103		1,450		0.0		65.40		4.58		385.38		14		-2		-4		0		0		0		0		7		-1		5
2027		85		1,160		0.0		85		1,160		0.0		65.40		4.58		385.38		11		-2		-3		0		0		0		0		5		-1		4
2028		71		927		0.0		71		927		0.0		65.40		4.58		385.38		9		-2		-3		0		0		0		0		4		-1		3
2029		59		738		0.0		59		738		0.0		65.40		4.58		385.38		7		-1		-2		0		0		0		0		3		-1		3
2030		48		586		0.0		48		586		0.0		65.40		4.58		385.38		6		-1		-2		0		0		0		0		3		0		2
2031		35		431		0.0		35		431		0.0		65.40		4.58		385.38		4		-1		-2		0		0		0		0		2		0		1
2032		29		343		0.0		29		343		0.0		65.40		4.58		385.38		4		-1		-2		0		0		0		0		1		0		1
2033		24		281		0.0		24		281		0.0		65.40		4.58		385.38		3		-1		-2		0		0		0		0		1		0		1
2034		20		229		0.0		20		229		0.0		65.40		4.58		385.38		2		0		-1		0		0		0		0		0		0		0
2035		17		188		0.0		17		188		0.0		65.40		4.58		385.38		2		0		-1		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-2		-2		0		-2
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		2,172		33,704		0.0		2,172		33,704		0.0								300		-47		-87		0		-10		-2		-2		153		-33		120

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		22
February 13, 2019

LOGO

TABLE 7.3.1 BPO-NOC

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

BAJADA DEL PALO OESTE FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2020		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2021		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2022		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2023		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2024		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2025		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2026		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2027		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		0		0		0.0		0		0		0.0								0		0		0		0		0		0		0		0		0		0

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		23
February 13, 2019

LOGO

TABLE 7.4 BPO

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

BAJADA DEL PALO OESTE FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		404		6,983		0.0		404		6,983		0.0		65.40		4.58		385.38		59		-9		-15		0		-2		0		0		33		-8		25
2020		456		9,331		0.0		456		9,331		0.0		65.40		4.58		385.38		74		-11		-17		0		-2		-26		0		17		-9		8
2021		471		12,265		0.0		471		12,265		0.0		65.40		4.58		385.38		89		-13		-20		0		-3		-19		0		33		-9		24
2022		411		8,829		0.0		411		8,829		0.0		65.40		4.58		385.38		69		-10		-16		0		-2		-3		0		38		-7		31
2023		333		5,451		0.0		333		5,451		0.0		65.40		4.58		385.38		48		-7		-11		0		-2		0		0		28		-5		23
2024		270		3,633		0.0		270		3,633		0.0		65.40		4.58		385.38		35		-5		-8		0		-1		0		0		20		-4		17
2025		221		2,538		0.0		221		2,538		0.0		65.40		4.58		385.38		27		-4		-6		0		-1		0		0		15		-3		13
2026		182		1,834		0.0		182		1,834		0.0		65.40		4.58		385.38		21		-4		-5		0		-1		0		0		11		-2		9
2027		151		1,340		0.0		151		1,340		0.0		65.40		4.58		385.38		16		-3		-4		0		-1		0		0		9		-2		7
2028		125		1,010		0.0		125		1,010		0.0		65.40		4.58		385.38		13		-2		-3		0		0		0		0		7		-1		6
2029		104		802		0.0		104		802		0.0		65.40		4.58		385.38		11		-2		-3		0		0		0		0		6		-1		5
2030		87		640		0.0		87		640		0.0		65.40		4.58		385.38		9		-2		-2		0		0		0		0		4		-1		4
2031		68		477		0.0		68		477		0.0		65.40		4.58		385.38		7		-1		-2		0		0		0		0		3		-1		3
2032		56		381		0.0		56		381		0.0		65.40		4.58		385.38		5		-1		-2		0		0		0		0		2		0		2
2033		47		313		0.0		47		313		0.0		65.40		4.58		385.38		5		-1		-2		0		0		0		0		2		0		2
2034		40		257		0.0		40		257		0.0		65.40		4.58		385.38		4		-1		-2		0		0		0		0		1		0		1
2035		34		212		0.0		34		212		0.0		65.40		4.58		385.38		3		-1		-2		0		0		0		0		1		0		1
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-2		-2		0		-2
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		3,461		56,296		0.0		3,461		56,296		0.0								492		-77		-120		0		-16		-49		-2		230		-52		178

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		24
February 13, 2019

LOGO

TABLE 7.4.1 BPO-NOC

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

BAJADA DEL PALO OESTE NOC FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		389		260		0.0		389		260		0.0		65.40		4.58		385.38		27		-3		-2		0		-1		-34		0		-14		-5		-19
2020		447		299		0.0		447		299		0.0		65.40		4.58		385.38		31		-4		-3		0		-1		-1		0		22		-4		19
2021		272		181		0.0		272		181		0.0		65.40		4.58		385.38		19		-2		-2		0		-1		0		0		14		-2		12
2022		179		120		0.0		179		120		0.0		65.40		4.58		385.38		12		-1		-1		0		0		0		0		9		-1		8
2023		126		84		0.0		126		84		0.0		65.40		4.58		385.38		9		-1		-1		0		0		0		0		7		-1		6
2024		92		62		0.0		92		62		0.0		65.40		4.58		385.38		6		-1		-1		0		0		0		0		5		-1		4
2025		70		47		0.0		70		47		0.0		65.40		4.58		385.38		5		-1		0		0		0		0		0		4		-1		3
2026		55		36		0.0		55		36		0.0		65.40		4.58		385.38		4		0		0		0		0		0		0		3		0		2
2027		44		29		0.0		44		29		0.0		65.40		4.58		385.38		3		0		0		0		0		0		0		2		0		2
2028		35		24		0.0		35		24		0.0		65.40		4.58		385.38		2		0		0		0		0		0		0		2		0		2
2029		29		20		0.0		29		20		0.0		65.40		4.58		385.38		2		0		0		0		0		0		0		1		0		1
2030		24		16		0.0		24		16		0.0		65.40		4.58		385.38		2		0		0		0		0		0		0		1		0		1
2031		21		14		0.0		21		14		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		1		0		1
2032		18		12		0.0		18		12		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		1		0		1
2033		15		10		0.0		15		10		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		1		0		1
2034		13		9		0.0		13		9		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		1		0		1
2035		12		8		0.0		12		8		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		1		0		0
2036		10		7		0.0		10		7		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		0		0		0
2037		9		6		0.0		9		6		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		0		0		0
2038		8		5		0.0		8		5		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		0		0		0
2039		7		5		0.0		7		5		0.0		65.40		4.58		385.38		1		0		0		0		0		0		0		0		0		0
2040		7		4		0.0		7		4		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		6		4		0.0		6		4		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		5		4		0.0		5		4		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		5		3		0.0		5		3		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		5		3		0.0		5		3		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		4		3		0.0		4		3		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		4		3		0.0		4		3		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		4		2		0.0		4		2		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		3		2		0.0		3		2		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		1		1		0.0		1		1		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		1,919		1,282		0.0		1,919		1,282		0.0								132		-16		-14		0		-4		-35		0		62		-16		46

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		25
February 13, 2019

LOGO

TABLE 7.5 BPE

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

BAJADA DEL PALO ESTE FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		182		1,505		1.4		182		1,505		1.4		65.40		4.58		385.38		20		-3		-6		0		-1		0		0		9		-2		7
2020		151		1,184		1.1		151		1,184		1.1		65.40		4.58		385.38		16		-2		-5		0		-1		-1		0		7		-1		6
2021		126		938		0.8		126		938		0.8		65.40		4.58		385.38		13		-2		-4		0		0		0		0		6		-1		5
2022		105		747		0.7		105		747		0.7		65.40		4.58		385.38		11		-2		-4		0		0		0		0		5		-1		4
2023		88		597		0.5		88		597		0.5		65.40		4.58		385.38		9		-1		-3		0		0		0		0		4		-1		3
2024		73		479		0.4		73		479		0.4		65.40		4.58		385.38		7		-1		-3		0		0		0		0		3		-1		3
2025		61		386		0.3		61		386		0.3		65.40		4.58		385.38		6		-1		-2		0		0		0		0		3		0		2
2026		51		308		0.3		51		308		0.3		65.40		4.58		385.38		5		-1		-2		0		0		0		0		2		0		2
2027		43		250		0.2		43		250		0.2		65.40		4.58		385.38		4		-1		-2		0		0		0		0		2		0		1
2028		36		203		0.2		36		203		0.2		65.40		4.58		385.38		3		-1		-1		0		0		0		0		1		0		1
2029		29		165		0.1		29		165		0.1		65.40		4.58		385.38		3		0		-1		0		0		0		0		1		0		1
2030		24		130		0.1		24		130		0.1		65.40		4.58		385.38		2		0		-1		0		0		0		0		1		0		1
2031		20		106		0.1		20		106		0.1		65.40		4.58		385.38		2		0		-1		0		0		0		0		0		0		0
2032		17		87		0.1		17		87		0.1		65.40		4.58		385.38		2		0		-1		0		0		0		0		0		0		0
2033		14		71		0.1		14		71		0.1		65.40		4.58		385.38		1		0		-1		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-2		-2		0		-2
2035		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		1,019		7,155		6.5		1,019		7,155		6.5								103		-16		-38		0		-3		-2		-2		41		-9		33

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		26
February 13, 2019

LOGO

TABLE 7.6 BPE

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

BAJADA DEL PALO ESTE FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		182		1,505		1.4		182		1,505		1.4		65.40		4.58		385.38		20		-3		-6		0		-1		0		0		9		-2		7
2020		186		1,337		1.2		186		1,337		1.2		65.40		4.58		385.38		19		-3		-6		0		-1		-6		0		4		-2		2
2021		180		1,105		1.0		180		1,105		1.0		65.40		4.58		385.38		17		-3		-5		0		-1		-5		0		4		-2		2
2022		164		917		0.8		164		917		0.8		65.40		4.58		385.38		15		-2		-4		0		0		-3		0		5		-1		4
2023		153		852		0.8		153		852		0.8		65.40		4.58		385.38		14		-2		-4		0		0		0		0		8		-1		6
2024		123		664		0.6		123		664		0.6		65.40		4.58		385.38		11		-2		-3		0		0		0		0		6		-1		5
2025		102		533		0.5		102		533		0.5		65.40		4.58		385.38		9		-1		-3		0		0		0		0		5		-1		4
2026		84		427		0.4		84		427		0.4		65.40		4.58		385.38		8		-1		-2		0		0		0		0		4		-1		3
2027		52		315		0.3		52		315		0.3		65.40		4.58		385.38		5		-1		-2		0		0		0		0		2		0		2
2028		43		255		0.2		43		255		0.2		65.40		4.58		385.38		4		-1		-2		0		0		0		0		2		0		2
2029		35		206		0.2		35		206		0.2		65.40		4.58		385.38		3		-1		-1		0		0		0		0		1		0		1
2030		28		163		0.1		28		163		0.1		65.40		4.58		385.38		3		0		-1		0		0		0		0		1		0		1
2031		23		133		0.1		23		133		0.1		65.40		4.58		385.38		2		0		-1		0		0		0		0		1		0		1
2032		19		108		0.1		19		108		0.1		65.40		4.58		385.38		2		0		-1		0		0		0		0		0		0		0
2033		16		88		0.1		16		88		0.1		65.40		4.58		385.38		2		0		-1		0		0		0		0		0		0		0
2034		2		13		0.0		2		13		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		1		11		0.0		1		11		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-2		-2		0		-2
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		1,393		8,632		7.7		1,393		8,632		7.7								135		-21		-43		0		-4		-15		-2		50		-11		39

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		27
February 13, 2019		.

LOGO

TABLE 7.7 CAN

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

COIRON AMARGO NORTE

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		136		87		0.0		82		52		0.0		65.40		4.58		0.00		6		-1		-2		0		0		0		0		2		-1		2
2020		121		77		0.0		72		46		0.0		65.40		4.58		0.00		5		-1		-2		0		0		-1		0		1		0		1
2021		107		68		0.0		64		41		0.0		65.40		4.58		0.00		4		-1		-2		0		0		0		0		1		0		1
2022		95		61		0.0		57		36		0.0		65.40		4.58		0.00		4		-1		-2		0		0		0		0		1		0		1
2023		84		54		0.0		50		32		0.0		65.40		4.58		0.00		3		-1		-2		0		0		0		0		1		0		1
2024		74		48		0.0		44		28		0.0		65.40		4.58		0.00		3		0		-2		0		0		0		0		1		0		1
2025		66		42		0.0		39		25		0.0		65.40		4.58		0.00		3		0		-1		0		0		0		0		1		0		1
2026		58		37		0.0		35		22		0.0		65.40		4.58		0.00		2		0		-1		0		0		0		0		1		0		0
2027		52		33		0.0		31		20		0.0		65.40		4.58		0.00		2		0		-1		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		792		507		0.0		475		304		0.0								33		-5		-16		0		-1		-1		0		9		-2		8

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		28
February 13, 2019

LOGO

TABLE 7.8 CAN

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

COIRON AMARGO NORTE

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		136		87		0.0		82		52		0.0		65.40		4.58		0.00		6		-1		-2		0		0		0		0		2		-1		2
2020		121		77		0.0		72		46		0.0		65.40		4.58		0.00		5		-1		-2		0		0		-1		0		1		0		1
2021		107		68		0.0		64		41		0.0		65.40		4.58		0.00		4		-1		-2		0		0		0		0		1		0		1
2022		95		61		0.0		57		36		0.0		65.40		4.58		0.00		4		-1		-2		0		0		0		0		1		0		1
2023		84		54		0.0		50		32		0.0		65.40		4.58		0.00		3		-1		-2		0		0		0		0		1		0		1
2024		74		48		0.0		44		28		0.0		65.40		4.58		0.00		3		0		-2		0		0		0		0		1		0		1
2025		66		42		0.0		39		25		0.0		65.40		4.58		0.00		3		0		-1		0		0		0		0		1		0		1
2026		58		37		0.0		35		22		0.0		65.40		4.58		0.00		2		0		-1		0		0		0		0		1		0		0
2027		52		33		0.0		31		20		0.0		65.40		4.58		0.00		2		0		-1		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		792		507		0.0		475		304		0.0								33		-5		-16		0		-1		-1		0		9		-2		8

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		29
February 13, 2019

LOGO

TABLE 7.9 CASO

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

COIRON AMARGO SUROESTE

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		79		40		0.0		8		4		0.0		65.40		4.58		0.00		1		0		-0.1		0		0		0		0		0		0		0
2020		44		22		0.0		5		2		0.0		65.40		4.58		0.00		0		0		-0.1		0		0		0		0		0		0		0
2021		30		15		0.0		3		2		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2022		23		12		0.0		2		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2023		19		10		0.0		2		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2024		16		8		0.0		2		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2025		14		7		0.0		1		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2026		13		6		0.0		1		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2027		11		6		0.0		1		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2028		10		5		0.0		1		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2029		10		5		0.0		1		1		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2030		9		5		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2031		8		4		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2032		8		4		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2033		7		4		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2034		7		4		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2035		7		3		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2036		6		3		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2037		6		3		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2038		6		3		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2039		5		3		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2040		5		3		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2041		5		2		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2042		5		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2043		5		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0.0		0		0		0		0		0		0		0
2044		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		398		201		0.0		42		21		0.0								3		0		-1		0		0		0		0		2		0		1

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		30
February 13, 2019

LOGO

TABLE 7.10 CASO

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

COIRON AMARGO SUROESTE

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		417		211		0.0		44		22		0.0		65.40		4.58		0.00		3		0		-1		0		0		-5		0		-3		0		-4
2020		883		446		0.0		93		47		0.0		65.40		4.58		0.00		6		-1		-1		0		0		-8		0		-4		0		-4
2021		1,686		852		0.0		178		90		0.0		65.40		4.58		0.00		12		-1		-2		0		0		-14		0		-6		-1		-7
2022		1,981		1,001		0.0		209		106		0.0		65.40		4.58		0.00		14		-2		-3		0		0		-7		0		3		-1		2
2023		1,485		750		0.0		157		79		0.0		65.40		4.58		0.00		11		-1		-2		0		0		0		0		7		-1		7
2024		973		492		0.0		103		52		0.0		65.40		4.58		0.00		7		-1		-1		0		0		0		0		5		0		4
2025		682		344		0.0		72		36		0.0		65.40		4.58		0.00		5		-1		-1		0		0		0		0		3		0		3
2026		501		253		0.0		53		27		0.0		65.40		4.58		0.00		4		0		-1		0		0		0		0		2		0		2
2027		382		193		0.0		40		20		0.0		65.40		4.58		0.00		3		0		-1		0		0		0		0		2		0		2
2028		299		151		0.0		32		16		0.0		65.40		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2029		240		121		0.0		25		13		0.0		65.40		4.58		0.00		2		0		0		0		0		0		0		1		0		1
2030		197		99		0.0		21		10		0.0		65.40		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2031		164		83		0.0		17		9		0.0		65.40		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2032		138		70		0.0		15		7		0.0		65.40		4.58		0.00		1		0		0		0		0		0		0		1		0		1
2033		118		59		0.0		12		6		0.0		65.40		4.58		0.00		1		0		0		0		0		0		0		1		0		0
2034		101		51		0.0		11		5		0.0		65.40		4.58		0.00		1		0		0		0		0		0		0		0		0		0
2035		88		45		0.0		9		5		0.0		65.40		4.58		0.00		1		0		0		0		0		0		0		0		0		0
2036		77		39		0.0		8		4		0.0		65.40		4.58		0.00		1		0		0		0		0		0		0		0		0		0
2037		68		35		0.0		7		4		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		61		31		0.0		6		3		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		54		28		0.0		6		3		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		49		25		0.0		5		3		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		44		22		0.0		5		2		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		40		20		0.0		4		2		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		37		19		0.0		4		2		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		34		17		0.0		4		2		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		31		16		0.0		3		2		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		29		14		0.0		3		2		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		27		13		0.0		3		1		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		25		12		0.0		3		1		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		21		11		0.0		2		1		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		17		8		0.0		2		1		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		10		5		0.0		1		1		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		5		2		0.0		1		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		4		2		0.0		0		0		0.0		65.40		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		10,968		5,542		0.0		1,158		585		0.0								79		-9		-15		0		-2		-34		0		18		-4		13

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		31
February 13, 2019

LOGO

TABLE 7.11 AMA - CDP

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

CHARCO DEL PALENQUE FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		131		184		0.7		131		184		0.7		65.39		4.58		385.38		10		-2		-4		0		0		0		0		4		-1		3
2020		111		152		0.6		111		152		0.6		65.39		4.58		385.38		8		-2		-3		0		0		-1		0		3		-1		2
2021		93		125		0.5		93		125		0.5		65.39		4.58		385.38		7		-1		-3		0		0		0		0		2		0		1
2022		79		104		0.4		79		104		0.4		65.39		4.58		385.38		6		-1		-3		0		0		0		0		1		0		1
2023		68		87		0.3		68		87		0.3		65.39		4.58		385.38		5		-1		-3		0		0		0		0		1		0		1
2024		58		73		0.3		58		73		0.3		65.39		4.58		385.38		4		-1		-3		0		0		0		0		1		0		1
2025		50		61		0.2		50		61		0.2		65.39		4.58		385.38		4		-1		-3		0		0		0		0		0		0		0
2026		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		-3		-3		0		-3
2027		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		590		786		3.0		590		786		3.0								43		-8		-21		0		-1		-1		-3		9		-2		6

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		32
February 13, 2019

LOGO

TABLE 7.12 AMA - CDP

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

CHARCO DEL PALENQUE FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		131		184		0.7		131		184		0.7		65.39		4.58		385.38		10		-2		-4		0		0		0		0		4		-1		3
2020		138		177		0.7		138		177		0.7		65.39		4.58		385.38		10		-2		-4		0		0		-5		0		-1		-1		-2
2021		154		181		0.7		154		181		0.7		65.39		4.58		385.38		11		-2		-4		0		0		-5		0		0		-1		-1
2022		185		204		0.8		185		204		0.8		65.39		4.58		385.38		13		-2		-4		0		0		-8		0		-1		-1		-2
2023		187		200		0.7		187		200		0.7		65.39		4.58		385.38		13		-2		-4		0		0		0		0		6		0		6
2024		157		166		0.6		157		166		0.6		65.39		4.58		385.38		11		-2		-4		0		0		0		0		5		0		5
2025		132		139		0.5		132		139		0.5		65.39		4.58		385.38		10		-2		-4		0		0		0		0		4		0		4
2026		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		-3		-3		0		-3
2027		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		1,084		1,250		4.7		1,084		1,250		4.7								79		-15		-27		0		-3		-18		-3		14		-3		10

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		33
February 13, 2019

LOGO

TABLE 7.13 AMA - JQ

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

JARILLA QUENMADA FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		2		511		0.0		2		511		0.0		65.39		4.58		385.38		3		0		-1		0		0		0		0		1		0		1
2020		2		388		0.0		2		388		0.0		65.39		4.58		385.38		2		0		-1		0		0		0		0		1		0		1
2021		2		290		0.0		2		290		0.0		65.39		4.58		385.38		1		0		-1		0		0		0		0		0		0		0
2022		1		207		0.0		1		207		0.0		65.39		4.58		385.38		1		0		-1		0		0		0		0		0		0		0
2023		1		152		0.0		1		152		0.0		65.39		4.58		385.38		1		0		-1		0		0		0		0		0		0		0
2024		1		104		0.0		1		104		0.0		65.39		4.58		385.38		1		0		0		0		0		0		0		0		0		0
2025		1		66		0.0		1		66		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2026		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		-1		-1		0		-1
2027		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		9		1,719		0.0		9		1,719		0.0								9		-2		-5		0		0		0		-1		2		0		1

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		34
February 13, 2019

LOGO

TABLE 7.14 AMA - JQ

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

JARILLA QUENMADA FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		2		511		0.0		2		511		0.0		65.39		4.58		385.38		3		0		-1		0		0		0		0		1		0		1
2020		2		388		0.0		2		388		0.0		65.39		4.58		385.38		2		0		-1		0		0		0		0		1		0		1
2021		2		290		0.0		2		290		0.0		65.39		4.58		385.38		1		0		-1		0		0		0		0		0		0		0
2022		1		207		0.0		1		207		0.0		65.39		4.58		385.38		1		0		-1		0		0		0		0		0		0		0
2023		1		152		0.0		1		152		0.0		65.39		4.58		385.38		1		0		-1		0		0		0		0		0		0		0
2024		1		104		0.0		1		104		0.0		65.39		4.58		385.38		1		0		0		0		0		0		0		0		0		0
2025		1		66		0.0		1		66		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2026		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		-1		-1		0		-1
2027		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.39		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		9		1,719		0.0		9		1,719		0.0								9		-2		-5		0		0		0		-1		2		0		1

*	Gas Sales at STD conditions


Vista Oil & Gas		35
S.A. February 13, 2019

LOGO

TABLE 7.15 ELO - RN

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

ENTRE LOMAS RN FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		1,284		5,875		16.4		1,284		5,875		16.4		65.40		4.58		385.38		118		-18		-53		0		-4		-12		0		32		-11		21
2020		1,189		4,589		13.6		1,189		4,589		13.6		65.40		4.58		385.38		105		-16		-49		0		-3		-16		0		21		-7		14
2021		1,107		3,651		11.4		1,107		3,651		11.4		65.40		4.58		385.38		94		-14		-45		0		-3		-4		0		28		-6		22
2022		1,037		2,967		9.8		1,037		2,967		9.8		65.40		4.58		385.38		86		-13		-43		0		-3		-2		0		26		-5		21
2023		975		2,402		8.6		975		2,402		8.6		65.40		4.58		385.38		79		-12		-41		0		-3		0		0		24		-4		20
2024		921		2,017		7.6		921		2,017		7.6		65.40		4.58		385.38		73		-11		-39		0		-2		0		0		21		-3		17
2025		864		1,644		6.8		864		1,644		6.8		65.40		4.58		385.38		67		-10		-37		0		-2		0		0		17		-3		15
2026		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2027		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-14		-14		0		-14
2028		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		7,377		23,146		74.2		7,377		23,146		74.2								622		-93		-307		0		-20		-33		-14		154		-38		116

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		36
February 13, 2019

LOGO

TABLE 7.16 ELO - RN

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

ENTRE LOMAS RN FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		1,327		5,944		16.5		1,327		5,944		16.5		65.40		4.58		385.38		122		-18		-54		0		-4		-17		0		29		-12		17
2020		1,243		4,677		13.7		1,243		4,677		13.7		65.40		4.58		385.38		109		-16		-50		0		-3		-18		0		22		-7		14
2021		1,174		3,762		11.6		1,174		3,762		11.6		65.40		4.58		385.38		99		-15		-46		0		-3		-6		0		29		-6		23
2022		1,094		3,062		10.0		1,094		3,062		10.0		65.40		4.58		385.38		90		-14		-44		0		-3		-2		0		28		-5		23
2023		1,023		2,484		8.7		1,023		2,484		8.7		65.40		4.58		385.38		82		-12		-41		0		-3		0		0		26		-4		22
2024		959		2,085		7.7		959		2,085		7.7		65.40		4.58		385.38		76		-11		-40		0		-2		0		0		22		-3		19
2025		896		1,700		6.9		896		1,700		6.9		65.40		4.58		385.38		69		-10		-38		0		-2		0		0		19		-3		16
2026		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2027		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-14		-14		0		-14
2028		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		7,716		23,713		75.3		7,716		23,713		75.3								647		-97		-312		0		-21		-43		-14		161		-40		121

*	Gas Sales at STD conditions


Vista Oil & Gas		37
S.A. February 13, 2019

LOGO

TABLE 7.17 ELO - NQ

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

ENTRE LOMAS NQN FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		397		562		1.1		397		562		1.1		65.40		4.58		385.38		29		-4		-10		0		-1		0		0		13		-4		9
2020		362		459		1.0		362		459		1.0		65.40		4.58		385.38		26		-4		-9		0		-1		0		0		12		-3		9
2021		329		375		0.9		329		375		0.9		65.40		4.58		385.38		24		-4		-9		0		-1		0		0		10		-2		8
2022		301		302		0.8		301		302		0.8		65.40		4.58		385.38		21		-3		-8		0		-1		0		0		9		-2		7
2023		276		231		0.7		276		231		0.7		65.40		4.58		385.38		19		-3		-8		0		-1		0		0		8		-2		6
2024		254		188		0.6		254		188		0.6		65.40		4.58		385.38		18		-3		-7		0		-1		0		0		7		-2		5
2025		233		135		0.5		233		135		0.5		65.40		4.58		385.38		16		-2		-7		0		-1		0		0		6		-1		5
2026		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2027		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-10		-10		0		-10
2028		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		2,153		2,253		5.6		2,153		2,253		5.6								153		-23		-59		0		-5		0		-10		56		-16		40

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		38
February 13, 2019

LOGO

TABLE 7.18 ELO - NQ

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

ENTRE LOMAS NQN FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		397		562		1.1		397		562		1.1		65.40		4.58		385.38		29		-4		-10		0		-1		0		0		13		-4		9
2020		397		526		1.1		397		526		1.1		65.40		4.58		385.38		29		-4		-10		0		-1		-4		0		10		-3		7
2021		368		447		1.0		368		447		1.0		65.40		4.58		385.38		26		-4		-9		0		-1		-2		0		10		-3		8
2022		334		362		0.8		334		362		0.8		65.40		4.58		385.38		24		-4		-9		0		-1		0		0		11		-2		8
2023		302		280		0.7		302		280		0.7		65.40		4.58		385.38		21		-3		-8		0		-1		0		0		9		-2		7
2024		276		228		0.7		276		228		0.7		65.40		4.58		385.38		19		-3		-8		0		-1		0		0		8		-2		6
2025		251		168		0.6		251		168		0.6		65.40		4.58		385.38		17		-3		-7		0		-1		0		0		7		-1		6
2026		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2027		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		-10		-10		0		-10
2028		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		65.40		4.58		385.38		0		0		0		0		0		0		0		0		0		0

TOTAL		2,325		2,572		6.0		2,325		2,572		6.0								166		-25		-62		0		-5		-6		-10		58		-16		42

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		39
February 13, 2019

LOGO

TABLE 7.19 JDM

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

JAGUEL DE LOS MACHOS FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and		Sales				Oil, C ₅₊ , and						Gross				Operating						Capital		Abandon		Before				After
	Condensate		Gas		LPG		Condensate		Gas		LPG		Condensate		Sales Gas		LPG		Revenue		Royalties		Expenses		Others		IIBB		Costs		Costs		TAX		IIGG		TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		1,070		1,669		0.0		1,070		1,669		0.0		64.68		4.58		0.00		78		-12		-14		0		-3		0		0		50		-14		37
2020		903		1,451		0.0		903		1,451		0.0		64.68		4.58		0.00		66		-10		-12		0		-2		0		0		42		-10		32
2021		775		1,270		0.0		775		1,270		0.0		64.68		4.58		0.00		57		-9		-11		0		-2		0		0		36		-8		28
2022		676		1,122		0.0		676		1,122		0.0		64.68		4.58		0.00		50		-7		-10		0		-2		0		0		31		-7		24
2023		593		996		0.0		593		996		0.0		64.68		4.58		0.00		44		-7		-9		0		-1		0		0		26		-6		21
2024		526		889		0.0		526		889		0.0		64.68		4.58		0.00		39		-6		-9		0		-1		0		0		23		-5		18
2025		353		600		0.0		353		600		0.0		64.68		4.58		0.00		26		-4		-7		0		-1		0		0		14		-3		11
2026		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		-1		-1		0		-1
2027		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		4,896		7,996		0.0		4,896		7,996		0.0								360		-54		-72		0		-12		0		-1		221		-52		169

*	Gas Sales at STD conditions


Vista Oil & Gas		40
S.A. February 13, 2019

LOGO

TABLE 7.20 JDM

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

JAGUEL DE LOS MACHOS FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Gross Revenue		Royalties		Operating Expenses		Others		IIBB		Capital Costs		Abandon Costs		Before TAX		IIGG		After TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		1,167		1,762		0.0		1,167		1,762		0.0		64.68		4.58		0.00		85		-13		-14		0		-3		-5		0		50		-15		35
2020		973		1,518		0.0		973		1,518		0.0		64.68		4.58		0.00		71		-11		-13		0		-2		-3		0		42		-10		32
2021		888		1,378		0.0		888		1,378		0.0		64.68		4.58		0.00		65		-10		-12		0		-2		0		0		41		-9		32
2022		759		1,202		0.0		759		1,202		0.0		64.68		4.58		0.00		56		-8		-11		0		-2		0		0		35		-8		27
2023		663		1,063		0.0		663		1,063		0.0		64.68		4.58		0.00		49		-7		-10		0		-2		0		0		30		-6		23
2024		587		948		0.0		587		948		0.0		64.68		4.58		0.00		43		-6		-9		0		-1		0		0		26		-6		20
2025		395		640		0.0		395		640		0.0		64.68		4.58		0.00		29		-4		-7		0		-1		0		0		16		-3		13
2026		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		-1		-1		0		-1
2027		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2028		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		64.68		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		5,432		8,511		0.0		5,432		8,511		0.0								397		-60		-76		0		-13		-8		-1		239		-57		182

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		41
February 13, 2019

LOGO

TABLE 7.21 MED

FUTURE WI REVENUE from the PROVED DEVELOPED RESERVES

as of

DECEMBER 31, 2018

in the

MEDANITO FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Gross Revenue		Royalties		Operating Expenses		Others		IIBB		Capital Costs		Abandon Costs		Before TAX		IIGG		After TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		1,298		330		0.0		1,298		330		0.0		64.67		4.58		0.00		86		-13		-21		0		-3		-1		0		48		-13		35
2020		1,118		297		0.0		1,118		297		0.0		64.67		4.58		0.00		74		-11		-20		0		-2		0		0		40		-9		31
2021		999		272		0.0		999		272		0.0		64.67		4.58		0.00		66		-10		-19		0		-2		0		0		35		-8		27
2022		912		253		0.0		912		253		0.0		64.67		4.58		0.00		60		-9		-18		0		-2		0		0		31		-7		24
2023		843		237		0.0		843		237		0.0		64.67		4.58		0.00		56		-8		-18		0		-2		0		0		28		-6		22
2024		787		223		0.0		787		223		0.0		64.67		4.58		0.00		52		-8		-17		0		-2		0		0		25		-5		20
2025		735		209		0.0		735		209		0.0		64.67		4.58		0.00		49		-7		-17		0		-2		0		0		23		-5		18
2026		578		165		0.0		578		165		0.0		64.67		4.58		0.00		38		-6		-16		0		-1		0		0		15		-3		12
2027		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		-3		-3		0		-3
2028		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		7,270		1,986		0.0		7,270		1,986		0.0								481		-72		-146		0		-16		-1		-3		243		-56		187

*	Gas Sales at STD conditions


Vista Oil & Gas S.A.		42
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LOGO

TABLE 7.22 MED

FUTURE WI REVENUE from the TOTAL PROVED RESERVES

as of

DECEMBER 31, 2018

in the

MEDANITO FIELD

ARGENTINA

attributable to

VISTA OIL AND GAS


	Gross Product Sales						WI Product Sales						Average Prices						Future														FCF				FCF
	Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Oil, C ₅₊ , and Condensate		Sales Gas		LPG		Gross Revenue		Royalties		Operating Expenses		Others		IIBB		Capital Costs		Abandon Costs		Before TAX		IIGG		After TAX
	MBbl		MMcf		MTons		MBbl		MMcf		MTons		US$/bbl		US$/MMBTU		US$/Tn		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$		MMUS$
2019		1,417		377		0.0		1,417		377		0.0		64.67		4.58		0.00		94		-14		-22		0		-3		-7		0		47		-14		33
2020		1,253		350		0.0		1,253		350		0.0		64.67		4.58		0.00		83		-12		-21		0		-3		-7		0		40		-10		30
2021		1,172		341		0.0		1,172		341		0.0		64.67		4.58		0.00		78		-12		-20		0		-3		0		0		43		-9		34
2022		1,024		297		0.0		1,024		297		0.0		64.67		4.58		0.00		68		-10		-19		0		-2		0		0		36		-8		29
2023		924		269		0.0		924		269		0.0		64.67		4.58		0.00		61		-9		-18		0		-2		0		0		32		-7		25
2024		851		248		0.0		851		248		0.0		64.67		4.58		0.00		56		-8		-18		0		-2		0		0		28		-6		22
2025		787		230		0.0		787		230		0.0		64.67		4.58		0.00		52		-8		-17		0		-2		0		0		25		-5		20
2026		615		180		0.0		615		180		0.0		64.67		4.58		0.00		41		-6		-16		0		-1		0		0		17		-3		14
2027		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		-3		-3		0		-3
2028		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2029		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2030		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2031		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2032		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2033		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2034		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2035		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2036		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2037		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2038		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2039		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2040		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2041		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2042		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2043		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2044		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2045		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2046		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2047		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2048		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2049		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2050		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2051		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2052		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0
2053		0		0		0.0		0		0		0.0		64.67		4.58		0.00		0		0		0		0		0		0		0		0		0		0

TOTAL		8,044		2,290		0.0		8,044		2,290		0.0								532		-80		-152		0		-17		-14		-3		266		-62		204

*	Gas Sales at STD conditions


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February 13, 2019

LOGO

Appendix III

Standard Glossary


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February 13, 2019

LOGO


%		Percentage
1H05		First half (6 months) of 2005 (example)
2Q06		Second quarter (3 months) of 2006 (example)
2D		Two dimensional
3D		Three dimensional
4D		Four dimensional
1P		Proved Reserves
2P		Proved plus Probable Reserves
3P		Proved plus Probable plus Possible Reserves
ABEX		Abandonment Expenditure
ACQ		Annual Contract Quantity
^o API		Degrees API (American Petroleum Institute)
AAPG		American Association of Petroleum Geologists
AVO		Amplitude versus Offset
A$		Australian Dollars
B		Billion (10 ⁹ )
Bbl		Barrels
/Bbl		per barrel
BBbl		Billion Barrels
BHA		Bottom Hole Assembly
BHC		Bottom Hole Compensated
Bscf or Bcf		Billion standard cubic feet
Bscfd or Bcfd		Billion standard cubic feet per day
Bm ³		Billion cubic metres


bcpd		Barrels of condensate per day
BHP		Bottom Hole Pressure
blpd		Barrels of liquid per day
bpd		Barrels per day
boe		Barrels of oil equivalent @ xxx mcf/Bbl
boepd		Barrels of oil equivalent per day @ xxx mcf/Bbl
BOP		Blow Out Preventer
bopd		Barrels oil per day
bwpd		Barrels of water per day
BS&W		Bottom sediment and water
BTU		British Thermal Units
bwpd		Barrels water per day
CBM		Coal Bed Methane
CO ₂		Carbon Dioxide
CAPEX		Capital Expenditure
CCGT		Combined Cycle Gas Turbine
cm		centimetres
CMM		Coal Mine Methane
CNG		Compressed Natural Gas
Cp		Centipoise (a measure of viscosity)
CSG		Coal Seam Gas
CT		Corporation Tax
D1BM		Design 1 Build Many
DCQ		Daily Contract Quantity
Deg C		Degrees Celsius


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Glossary – Standard Oil Industry Terms and Abbreviations


Deg F		Degrees Fahrenheit
DHI		Direct Hydrocarbon Indicator
DLIS		Digital Log Interchange Standard
DST		Drill Stem Test
DWT		Dead-weight ton
E&A		Exploration & Appraisal
E&P		Exploration and Production
EBIT		Earnings before Interest and Tax
EBITDA		Earnings before interest, tax, depreciation and amortisation
ECS		Elemental Capture Spectroscopy
EI		Entitlement Interest
EIA		Environmental Impact Assessment
ELT		Economic Limit Test
EMV		Expected Monetary Value
EOR		Enhanced Oil Recovery
EUR		Estimated Ultimate Recovery
FDP		Field Development Plan
FEED		Front End Engineering and Design
FPSO		Floating Production Storage and Offloading
FSO		Floating Storage and Offloading
FWL		Free Water Level
ft		Foot/feet
Fx		Foreign Exchange Rate
g		gram
g/cc		grams per cubic centimetre
gal		gallon


gal/d		gallons per day
G&A		General and Administrative costs
GBP		Pounds Sterling
GCoS		Geological Chance of Success
GDT		Gas Down to
GIIP		Gas Initially In Place
GJ		Gigajoules (one billion Joules)
GOC		Gas Oil Contact
GOR		Gas Oil Ratio
GRV		Gross Rock Volumes
GTL		Gas to Liquids
GWC		Gas water contact
HDT		Hydrocarbons Down to
HSE		Health, Safety and Environment
HSFO		High Sulphur Fuel Oil
HUT		Hydrocarbons up to
H ₂ S		Hydrogen Sulphide
IOR		Improved Oil Recovery
IPP		Independent Power Producer
IRR		Internal Rate of Return
J		Joule (Metric measurement of energy) I kilojoule = 0.9478 BTU)
k		Permeability
KB		Kelly Bushing
KJ		Kilojoules (one Thousand Joules)
kl		Kilolitres
km		Kilometres
km ²		Square kilometres


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Glossary – Standard Oil Industry Terms and Abbreviations


kPa		Thousands of Pascals (measurement of pressure)
KW		Kilowatt
KWh		Kilowatt hour
LAS		Log ASCII Standard
LKG		Lowest Known Gas
LKH		Lowest Known Hydrocarbons
LKO		Lowest Known Oil
LNG		Liquefied Natural Gas
LoF		Life of Field
LPG		Liquefied Petroleum Gas
LTI		Lost Time Injury
LWD		Logging while drilling
m		Metres
M		Thousand
m ³		Cubic metres
Mcf or Mscf		Thousand standard cubic feet
MCM		Management Committee Meeting
MMcf or MMscf		Million standard cubic feet
m ³ /d		Cubic metres per day
mD		Measure of Permeability in millidarcies
MD		Measured Depth
MDT		Modular Dynamic Tester
Mean		Arithmetic average of a set of numbers
Median		Middle value in a set of values
MFT		Multi Formation Tester
mg/l		milligrams per litre


MJ		Megajoules (One Million Joules)
Mm ³		Thousand Cubic metres
Mm ³ /d		Thousand Cubic metres per day
MM		Million
MMm ³		Million Cubic metres
MMm ³ /d		Million Cubic metres per day
MMBbl		Millions of barrels
MMBTU		Millions of British Thermal Units
Mode		Value that exists most frequently in a set of values = most likely
Mscfd		Thousand standard cubic feet per day
MMscfd		Million standard cubic feet per day
MW		Megawatt
MWD		Measuring While Drilling
MWh		Megawatt hour
mya		Million years ago
NGL		Natural Gas Liquids
N ₂		Nitrogen
NTG		Net/Gross Ratio
NPV		Net Present Value
OBM		Oil Based Mud
OCM		Operating Committee Meeting
ODT		Oil-Down-To
OGIP		Original Gas in Place
OIIP		Oil Initially In Place
OOIP		Original Oil in Place
OPEX		Operating Expenditure
OWC		Oil Water Contact
p.a.		Per annum


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Glossary – Standard Oil Industry Terms and Abbreviations


Pa		Pascals (metric measurement of pressure)
P&A		Plugged and Abandoned
PDP		Proved Developed Producing
Phie		effective porosity
PI		Productivity Index
PIIP		Petroleum Initially In Place
PJ		Petajoules (10 ¹⁵ Joules)
PSDM		Post Stack Depth Migration
psi		Pounds per square inch
psia		Pounds per square inch absolute
psig		Pounds per square inch gauge
PUD		Proved Undeveloped
PVT		Pressure, Volume and Temperature
P10		10% Probability
P50		50% Probability
P90		90% Probability
RF		Recovery factor
RFT		Repeat Formation Tester
RT		Rotary Table
R/P		Reserve to Production
R _w		Resistivity of water
SCAL		Special core analysis
cf or scf		Standard Cubic Feet
cfd or scfd		Standard Cubic Feet per day
scf/ton		Standard cubic foot per ton
SL		Straight line (for depreciation)
s _o		Oil Saturation
SPM		Single Point Mooring


SPE		Society of Petroleum Engineers
SPEE		Society of Petroleum Evaluation Engineers
SPS		Subsea Production System
SS		Subsea
stb		Stock tank barrel
STOIIP		Stock tank oil initially in place
Swi		irreducible water saturation
s _w		Water Saturation
T		Tonnes
TD		Total Depth
Te		Tonnes equivalent
THP		Tubing Head Pressure
TJ		Terajoules (10 ¹² Joules)
Tscf or Tcf		Trillion standard cubic feet
TCM		Technical Committee Meeting
TOC		Total Organic Carbon
TOP		Take or Pay
Tpd		Tonnes per day
TVD		True Vertical Depth
TVDss		True Vertical Depth Subsea
UFR		Umbilical Flow Lines and Risers
USGS		United States Geological Survey
US$		United States dollar
VLCC		Very Large Crude Carrier
Vsh		shale volume
VSP		Vertical Seismic Profiling
WC		Water Cut
WI		Working Interest
WPC		World Petroleum Council


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Glossary – Standard Oil Industry Terms and Abbreviations


WTI		West Texas Intermediate


wt%		Weight percent


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