Management Presentation from Q3 Conference Call

2012 First Quarter ERHC Energy Conference Call

(Dan Keeney)

Good morning and thank you for joining us for the ERHC Energy Third Quarter 2012 Conference Call.

Statements during this conference call may concern ERHC Energy Inc.’s future operating milestones, future drilling operations, the planned exploration and appraisal program, future prospects, future investment opportunities and financing plans, future shareholders’ meetings as well as other matters that are not historical facts or information.  Such statements are inherently subject to a variety of risks, assumptions and uncertainties that could cause actual results to differ materially from those anticipated, projected, expressed or implied. A discussion of the risk factors that could impact these areas and the Company’s overall business and financial performance can be found in the Company’s reports and other filings with the Securities and Exchange Commission. These factors include, among others, those relating to the Company’s ability to exploit its commercial interests in Kenya, Chad, the JDZ and the Exclusive Economic Zone of São Tomé and Príncipe, general economic and business conditions, changes in foreign and domestic oil and gas exploration and production activity, competition, changes in foreign, political, social and economic conditions, regulatory initiatives and compliance with governmental regulations and various other matters, many of which are beyond the Company’s control. Given these concerns, investors and analysts should not place undue reliance on these statements. Each of the above statements speaks only as of the date of this conference call. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any of the above statements is based.

For additional information on ERHC, please visit our Web site at www.erhc.com.

On the call today, representing ERHC’s management are:

• Peter Ntephe, Chief Executive Officer
• Sylvan Odobulu, ERHC’s vice president in charge of operations and financial matters.
• Gertjan van Mechelen, ERHC’s senior geoscientist and exploration manager
• Dr. Ken Seymour, ERHC’s senior petroleum engineer
• Mike Shafie, ERHC’s senior geoscientist
• Dr. Peter Thuo, ERHC’s Geoscientist  and resident Kenya technical expert
• And Reginald Sewell, ERHC’s legal counsel who practices with Warner & Associates

I am now pleased to turn the call over to Mr. Peter Ntephe, President and Chief Executive Officer of ERHC Energy….

PETER NTEPHE

Good morning! Thank you for your interest in ERHC and taking the time to learn more about the Company’s activities. This morning we will provide an update on the Company’s financial position, its operations and discuss our near-term plans.

Let’s begin by reviewing the third quarter 2012 financial highlights released earlier in the month. I’ll ask Mr. Sylvan Odobulu, our Vice President and principal accounting officer, to provide those highlights.  Sylvan? 

SYLVAN

Thank you, Peter. 

• As of June 30^th, 2012, which was the end of ERHC’s fiscal third quarter, the Company had cash and cash equivalents totaling about $8.4 million.
• Management believes that these cash assets are sufficient to keep the company going for more than 12 months.
• During the third quarter, ERHC's general and administrative expenses totaled slightly over one million dollars, which represented a slight increase compared to the third quarter of 2011. The increase was primarily due to expenses related to business development efforts. Business development during the quarter included the successful acquisition of working interests in Kenya’s Block 11A.

The detailed financial results are contained in our quarterly report, form 10Q, which was filed on August 8^th, 2012. The report is accessible through the investor center on our website. Back to you, Peter.

PETER NTEPHE

Third Quarter Operational Highlights

Let’s now turn to our portfolio of oil and gas exploration assets:

Republic of Kenya

Since our Annual Meeting of Shareholders in April, ERHC has signed a Production Sharing Contract with the Government of the Republic of Kenya on Block 11A in the far northwestern corner of the country. The Block encompasses nearly 3 million acres. This Block is ERHC’s first exploration acreage in East Africa, which has emerged as an exciting, new oil province with the discovery of over 1 billion barrels of recoverable oil in Uganda’s Block 1, the Ngamia-1 oil discovery in Kenya – which is estimated to be bigger than the Ugandan discovery – and large gas discoveries, including the recent Zafarani find, offshore Tanzania.    

I will call on Dr. Peter Thuo to explain the geology of our block and give an overview of the work program.  Peter?

Peter Thuo

Thank you, Peter. 

We expect to begin exploration operations in Kenya within early in 2013. There is a lot of work to do in a relatively short amount of time. As is usual with exploration, we shall contract specialist service companies to carry out the requisite aspects of our work program.  After an Environmental Impact Assessment, we intend to start with an FTG, a full tensor gravity survey, over the Block. FTG is a cost-effective, airborne survey method that measures extremely small changes in the earth’s gravity that have resulted from differences in the density of underlying rocks.  When combined with existing seismic and other data such as regional well-logs, FTG reduces risk and increases the chances of a commercial discovery by giving a much clearer picture of subsurface geology. The FTG on Kenya Block 11A will be followed by the shooting of 2D and 3D seismic to identify leads and prospects and to then start preparing for our first well.     

Gravity data acquired earlier in the area enabled the delineation of a sedimentary basin within Block 11A in the broad depression called the Lotikipi plain which measures approximately 110 kilometers from East to West. The basin-fill is believed to be in excess of 5,000 meters, well above the threshold for sufficiently buried and mature organic matter for oil generation.  The proximity and in-trend relationship between the Lotikipi plan and the Abu Gabra rift basins of Southern Sudan suggest high oil and gas prospectivity. The Southern Sudan basins are established and prolific petroleum provinces.   There is therefore adequate basis for our considerable degree of enthusiasm toward exploration in Block 11A.

Over to you, Peter. 

PETER NTEPHE

Republic of Chad

ERHC has three oil and gas Blocks in the Republic of Chad: 100 percent of the BDS 2008 and Manga Blocks and 100 percent of the northern half of Chari-Ouest 3 Block. Since our Annual Meeting of Shareholders in April, we have obtained an Exclusive Exploration Authorization from the Government of Chad, which means we can now proceed with exploration activities.

I will call on Mike Shafie to give an overview of that work program.  Mike?

GERTJAN

Thank you, Peter. 

We have proposed a work program for Chad that takes us through the next five years, focusing first on the Chari Ouest III Block and BDS 2008 Blocks. As required by the PSC, we expect to have an Environmental Impact Assessment completed early in 2013 to kick off our exploration program. Existing gravity/magnetic studies appear for the time being to be sufficient for our purpose, so we are currently reviewing bids for the acquisition of seismic data on the focus Blocks. Broad coverage 2D seismic will enable us determine interesting leads and prospects upon which we can focus 3D seismic to define our drilling targets. While our PSC permits us to stretch this work over a five-year term, ERHC is looking to fast-track the program subject to available resources. The regional geology of Chari-Ouest III and BDS 2008 is dominated by the Pan African Shear Zone and associated rift basins. Our main area of initial focus extends 260 kilometers and is on trend with and east of the 2011 Benoy-1 discovery by OPIC and north of discoveries by Exxon Mobil, which is known as Esso in Chad. Our preliminary projections, based on technical assessments made by the operator of an adjacent block, suggest the likelihood of at least three prospects with a reasonable chance of success on ERHC’s blocks. Like in Kenya, there is the basis for reasonable excitement toward the imminent commencement of our exploration in Chad.

Over to you, Peter. 

PETER NTEPHE

At this stage, it is important to emphasize that the detail of our proposed work programs will be subject to approval by the respective governments. The mutual goal being quick exploration, there is no reason at the moment to expect any untoward delay in completion of the approval processes.

São Tomé and Príncipe EEZ

ERHC has working interests in Blocks 4 and 11 of the São Tomé and Príncipe Exclusive Economic Zone. I will call on Dr. Ken Seymour, ERHC’s senior petroleum engineer and technical adviser to update us on activities related to our rights in the EEZ. Ken? 

KEN

Several rounds of PSC negotiations have been completed and if all goes as expected we anticipate completing negotiations by the end of this calendar year. Until the PSC is signed, it would be presumptuous for us to describe the exploration work program that will be undertaken, but we do anticipate initial work to involve an EIA and then additional seismic acquisition to help identify potential drilling targets in our EEZ Blocks.

Back over to you, Peter.

PETER NTEPHE

Joint Development Zone

We also have rights in six of the nine Blocks in the Joint Development Zone situated in the Gulf of Guinea between Nigeria and Sao Tome & Principe. Initial exploratory drilling took place in late 2009 and early 2010, which found biogenic natural gas.

Exploration Phase I officially expired in mid-March and to date the Joint Development Authority has not issued a final decision regarding how exploration in our Blocks will proceed. As we have stated in the past, that decision could be made public at anytime. The three potential courses of action are entry into Phase 2 of the exploration program, further extension of Phase 1 or a withdrawal by some or all of the parties from the PSC and relinquishment of the acreage. 

ERHC continues to be enthusiastic about our JDZ Blocks and intends to retain its interests in the Blocks, whatever the decision of our technical partners, Addax and Sinopec. As earlier stated, in the event of withdrawal by Addax and Sinopec, the agreements between us and them provide for reversion of the jointly-held interests to us. There are more than a dozen additional prospects in the three JDZ Blocks and we know a great deal about the various prospects from the information gathered during the initial drilling campaign along with seismic data and data from other sources. We also anticipate that the drilling in JDZ Block 1 this spring may reflect positively on the entire JDZ.

ERHC will keep shareholders updated in a timely manner as developments occur.

Exile Resources

In July, Exile Resources announced that the remaining regulatory hurdles related to the reverse takeover by Oando Exploration and Production had been cleared. The company has been renamed Oando Energy Resources Inc. and admitted to trading on the Toronto Stock Exchange under the ticker ‘OER’. As a result of its investment in Exile, ERHC continues to hold an interest in the re-formed company, albeit a proportionately smaller one as a result of the significant new shares issued to Oando in exchange for Oando assets infused into the company in the reverse takeover.

That completes our discussion of ERHC’s oil and gas assets in Africa.

We will now move on to the important business of fund-raising for our exploration programs. 

Fund Raising

The impending exploration activities in Kenya and Chad that we have described will require considerable investment starting in a few weeks. The EEZ is also expected to come into the frame of exploration within a few months. Exploration is expected to significantly increase the prospectivity and value of our assets and have a positive effect on shareholder value. Of course, the quicker and more accomplished exploration is, the nearer ERHC is brought to securing the E&P holy grail of proven reserves and ultimately production. 

To secure the benefits of exploration and therefore the Company’s future, ERHC will have to raise investible funds quickly. This is the way of exploration and production and ERHC is not doing anything different from numerous other E&P companies including those who have toed that path with spectacular success. The Board and management, in conjunction with our financial and legal advisers, have carefully considered ERHC’s available options and formulated a funding strategy that is expected to involve the following:

1. Rights issuances to existing shareholders
2. Direct placements  to new shareholders or strategic investors
3. Farm-outs of part of our  interests in the assets to interested E&P companies or strategic investors

I will call on Sylvan Odobulu to elaborate on these plans, particularly with regard to the rights issue.

SYLVAN

Thank you, Peter. 

As we’ve described in the past, our preference would be to monetize a portion of the Company’s assets, as was done in the JDZ, by farming out percentages of our EEZ, Chad and now Kenya Blocks. While that remains Plan A, potential farm-outs do take time to conclude particularly in early-stage exploration assets.  Furthermore, as experience with the JDZ shows, attractiveness is increased and larger premiums are commanded on a farm-out when exploration value has been added to the acreages such as the shooting of seismic and identification of leads and prospects.

With the clock ticking on our contractual obligations, ERHC has to take a dynamic view of funding for its work programs and ancillary obligations. We have little choice but to seek immediate recourse to equity financing. As we have earlier emphasized, debt financing is quite limited in its availability to an early-stage exploration company and where it is available, often comes at such cost that the future of the company may be compromised.   

ERHC’s authorized share capital needs to be increased to provide the amount of shares that will enable the kind of equity financing that we immediately need as well as provide a significant reserve of authorized shares for future needs. 

ERHC’s Board of Directors has already approved resolutions to amend the Company’s Restated Articles of Incorporation to increase the number of authorized shares of Common Stock to 3 Billion and to authorize the Company’s Board to create and issue, from shares of preferred stock currently authorized, one or more classes or series of preferred stock. The requisite amendments are subject to approval by shareholders. For that purpose, a Special Meeting of Shareholders has been convened for October 9, 2012. The meeting will be held at 3:00 p.m. at The Renaissance Houston Hotel, 6 Greenway Plaza East, in Houston, Texas. Shareholders of record as of the record date of the close of business on August 22, 2012, are entitled to vote their shares for or against the proposed amendments.

Fundamentally, the increase in authorized shares will enable ERHC to carry out a meaningful fund raise by means of one or more rights issues. A rights issue offers existing shareholders the opportunity to contribute to the capital needs of the company in proportion to their existing shareholding and therefore avoid any significant dilution. The increase in shares sought should therefore be looked at by shareholders in composite terms, as a means towards an important flexibility in capital raising that will, in turn, enable us to advance ERHC’s exploration programs, secure the future of company and enable the possibility of substantial enhancements in shareholder value.  We expect to be able to announce the terms of a rights issue, as necessary at the time, if the increase in shares is authorized shortly after that authorization. 

Without the authorization of the amendments however, ERHC’s options become quite limited and the prospects for shareholder value improvements severely constrained. We will therefore call on our shareholders to vote in favor of the proposals at the Shareholder meeting of October 9, 2012. We expect to provide more elaboration to shareholders and the investment community as appropriate over the coming weeks on the imperatives of ERHC’s funding options.

Back to you, Peter

PETER NTEPHE

Thank you, Sylvan.

It is important to emphasize that ERHC is simultaneously continuing work on farm-outs, which involve selling some of the interests in our PSCs to raise money and spread risk by reducing ERHC’s financial obligations on the work programs. Success in these farm-outs will not however mean that there is no more need for the financial flexibility provided by an increase in authorized shares.  ERHC is a growing company and a very ambitious one. Our remarkable strides in the last few years are evidence of that. We have more exciting assets in view across Africa, our goal being to become one of the largest holders of exploration acreage on the continent and one of the most successful in exploiting them.

We are rapidly making the transition from a passive holder of deep offshore licenses concentrated in one area to a company with a diversified portfolio of onshore and offshore assets across many different countries. Diversification means that risk is spread and the company fortunes are no longer tied to outcomes in any one set of assets. In the end of course, the entire strategy is geared towards increasing shareholder value and positioning the company for the tangible realization of this value by shareholders.   

We anticipate that you have questions and want to set aside our remaining time to open the forum to you. We’ve seen communications from shareholders in which they question how we can say that the future has never been brighter for ERHC while proposing these actions – but it is BECAUSE of these actions that the future is bright. With greater financial flexibility ERHC will be able to embark on initial exploration in Kenya and Chad – and soon we expect to be able to commence initial exploration work in the EEZ. We expect these activities will provide additional information that will enable us to negotiate acceptable terms with farm-in partners, which will allow us to focus again on securing new oil and gas assets and further diversify our portfolio of assets.

Thank you for taking time to participate in our call today and we hope to see as many of you as possible at our Special Meeting of Shareholders on October 9.

I’ll now turn the call back over to the operator and Dan Keeney for questions.