Calgary, May 9, 2022: Valeura Energy Inc. (TSX:VLE, LSE:VLU) (“Valeura” or the “Company”), an upstream oil and gas company with assets in the Thrace Basin of Turkey and an announced acquisition in the offshore Gulf of Thailand, reports its unaudited financial and operating results for the three month period ended March 31, 2022.
- Strong financial position, including cash of US$39.8 million at March 31, 2022;
- Royalty payments of US$2.1 million collected in Q1 2022, with a further US$0.4 million due and invoiced;
- Acquisition announced subsequent to end of the quarter to acquire certain Gulf of Thailand assets with a focus on near-term production and cash flow and further growth in 2023; and
- Continuing strategic focus on inorganic growth in Southeast Asia in addition to seeking a suitable partner to farm in to the Company’s Turkish 20 Tcfe unrisked mean prospective resource tight gas appraisal play.
Sean Guest, President and CEO of Valeura commented:
“We have carefully preserved our strong financial position, resulting in nearly $40 million in cash resources at the end of Q1 2022, which was bolstered by incoming royalty payments. This has facilitated our announced Gulf of Thailand acquisition without any share dilution to our shareholders.
We expect to close the deal in Q2 2022 and our management and our new team in Thailand are looking forward to returning to active operations. We are already progressing the key commercial arrangements and procurement work streams required to bring the Wassana oil field back to production later this year, at an expected rate of 3,300 bbls/d gross.
This acquisition is bringing balance into our portfolio by providing strong near-term cash flow and further organic growth opportunities for 2023. At the same time our strategy remains unchanged and we are evaluating further M&A opportunities while continuing to seek out a suitable partner for our deep gas play in Turkey which provides very significant upside potential.”
As of the end of Q1 2022, Valeura had cash and cash equivalent resources totaling US$39.8 million, and no debt. The cash position reflects having spent approximately US$1 million of initial cash consideration paid for the Acquisition (defined below), and US$1.2 million incurred in transaction costs during Q1 2022.
Associated with the sale of its conventional gas producing business in 2021, Valeura is due a royalty of up to $2.5 million. Given the recent high price of gas in Turkey, the Company received US$2.1 million in royalty payments by end Q1 2022, and has invoiced the remaining US$0.4 million, which is now due and expected to be collected in Q2 2022.
Acquisition and near-term priority
Subsequent to the end of Q1 2022, on April 28, 2022, Valeura announced that it had entered into an agreement to acquire all of the shares of KrisEnergy International (Thailand) Holdings Ltd. (the “SPA”) which holds an interest in two operated licences offshore Thailand – licence G10/48 (89% working interest) and licence G6/48 (43% working interest) in the Rossukon oil field – for total initial cash consideration of US$3.1 million, plus contingent payments of up to a further US$7.0 million relating to future development milestones. Separately, Valeura agreed to purchase the mobile offshore production unit located on the Wassana oil field in the G10/48 licence for consideration of US$9.2 million (the “MOPU Purchase”) which will be phased over approximately 14 months. Valeura expects to fund both the SPA and the MOPU Purchase (together the “Acquisition”) from cash on hand and from initial cash flows generated by the assets. The Acquisition is expected to close in Q2 2022.
Based on the Company’s internal assessment (non-independent) effective December 31, 2021, the Acquisition includes total proved and probable (2P) reserves of 4.0 mmbbls of oil and an aggregate 13.3 mmboe of 2C contingent unrisked resources, net to the working interests being acquired.
In parallel with preparations to close the Acquisition, Valeura is already working with the local operating team in Thailand to prepare for the restart of production operations from the Wassana field in the G10/48 licence. The Company is currently pursuing all key commercial arrangements and procurement work streams required for production operations to resume as soon as practicable after the Acquisition closes. Oil production is expected in Q4 2022 and the Company anticipates initial production rates of approximately 3,300 bbls/d gross.
Valeura anticipates making additional announcements during Q2 2022 on closing the Acquisition and thereafter on the award of contracts for the restart of production operations at Wassana.
With the Company’s continued strong financial position, even considering the funds required for the Acquisition, Valeura has created a foundation in the Southeast Asia region and is well positioned to grow further by way of mergers and acquisitions. This capability is further bolstered by the addition of an experienced operating team in Thailand and a leadership team experienced across the Southeast Asia region. As such, the Company is continuing to evaluate additional targets that will further bolster near-term cashflow while providing opportunities for additional medium-term re-investment to generate value through further growth.
Valeura’s 20 Tcfe prospective resources tight gas appraisal play in Turkey represents a significant source of potential long-term value. Valeura is continuing its search for a suitable farm-in partner for the tight gas appraisal play. The Company believes securing a partner is the most prudent first step before committing significant capital to the next phase of the appraisal drilling. Valeura is poised to resume deep drilling operations rapidly upon securing a partner, with several locations already in the advanced permitting stage.
Valeura has scheduled its annual meeting of shareholders for June 23, 2022. Meeting materials will be mailed in the middle of May.
About the Company
Valeura Energy Inc. is a Canada-based public company currently engaged in the exploration, development and production of petroleum and natural gas in Turkey, and is pursuing inorganic growth in Southeast Asia.
Oil and Gas Advisories
Reserves and contingent resources disclosed in this announcement in respect of the Acquisition are based on an internal evaluation (non-independent) conducted by Valeura with an effective date of December 31, 2021. Reserves and resources are in the process of being updated by the incumbent independent petroleum engineering firm, Netherland Sewell & Associates (“NSAI”), and will be published by the Company in due course. The reserves and contingent resources estimates disclosed in this announcement in respect of the Acquisition are estimates only and there is no guarantee that the estimated reserves and contingent resources will be recovered.
Prospective resource disclosure in this announcement in respect of the Company’s tight gas appraisal play in Turkey is based on an independent resources evaluation as at December 31, 2018 conducted by DeGolyer and MacNaughton in its report dated March 13, 2019, which was prepared using guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities, as adjusted to reflect Equinor’s withdrawal from the tight gas appraisal play in Q1 2020.
Contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies are conditions that must be satisfied for a portion of contingent resources to be classified as reserves that are: (a) specific to the project being evaluated; and (b) expected to be resolved within a reasonable timeframe. Specific contingencies which prevent the classification of the contingent resources associated with the Acquisition disclosed in this announcement as reserves are: the uncertainty in performance of additional future G10/48 Wassana infill drilling locations; the current non-commercial nature of the two G10/48 undeveloped discoveries; the uncertainty of the G6/48 Rossukon final development scope and timing; and the pending G6/48 Rossukon development partner and government approvals.
Contingent resources are further classified in accordance with the level of certainty associated with the estimates and may be sub‐classified based on a project maturity and/or characterised by their economic status. There are three classifications of contingent resources: low estimate, best estimate and high estimate. Best estimate is a classification of estimated resources described in the Canadian Oil and Gas Evaluation Handbook as the best estimate of the quantity that will be actually recovered; it is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50 percent probability that the quantities actually recovered will equal or exceed the best estimate. All of the Company’s contingent resources disclosed in this announcement are best-case estimates.
The project maturity subclasses include development pending, development on hold, development unclarified and development not viable. All of the Company’s contingent resources disclosed in this announcement are classified as either development on hold or development unclarified. Development on hold is defined as a contingent resource where there is a reasonable chance of development, but there are major non‐technical contingencies to be resolved that are usually beyond the control of the operator. Development unclarified is defined as a contingent resource that requires further appraisal to clarify the potential for development and has been assigned a lower chance of development until commercial considerations can be clearly defined.
Chance of development is the probability of a project being commercially viable. The estimates of contingent resources referred to in this announcement are unrisked and therefore have not been risked for the chance of development.
The development of the contingent resources referred to in this announcement is dependent upon the following factors: the performance of the initial G10/48 Wassana infill drilling campaign; further appraisal of the two G10/48 undeveloped discoveries and their cost of development; the G6/48 Rossukon final development scope, cost and timing; and the pending G6/48 Rossukon development partner and government approvals.
There is uncertainty that it will be commercially viable to produce any portion of the contingent resources disclosed in this announcement.
Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. The unrisked estimates of prospective resources referred to in this announcement have not been risked for either the chance of discovery or the chance of development. There is no certainty that any portion of the prospective resources disclosed in this announcement will be discovered. If a discovery is made, there is no certainty that it will be developed or, if it is developed, there is no certainty as to the timing of such development or that it will be commercially viable to produce any portion of the prospective resources disclosed in this announcement. Additional resources information is included in the Company’s annual information form for the year ended December 31, 2018.
Barrels of Oil Equivalent
A boe is determined by converting a volume of natural gas to barrels using the ratio of 6 Mcf to one barrel. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Further, a conversion ratio of 6 Mcf:1 boe assumes that the gas is very dry without significant natural gas liquids. Given that the value ratio based on the current price of oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilising a conversion on a 6:1 basis may be misleading as an indication of value.
Advisory and Caution Regarding Forward-Looking Information
Certain information included in this new release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is for the purpose of explaining management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “target” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this new release includes, but is not limited to: the anticipated benefits of the Acquisition and associated benefits to Valeura’s stakeholders; the completion of the Acquisition and the timing thereof; the total cash consideration for the Acquisition, including contingent payments and the timing thereof; the Company’s ability to fund the Acquisition from cash on hand and future cash flows; statements with respect to the net working interest reserves and resources in the acquired assets; statements with respect to NSAI updating the reserves and resources associated with respect to the Acquisition and the Company publishing such updates; development plans and production start-up timelines in the Wassana field; the Company’s ability to secure all required key commercial agreements and procurement work streams to resume production operations following the Acquisition; expected production from the Wassana field; successful integration of the operating and leadership team in Thailand by Valeura following the Acquisition; statements with respect to regulatory and partner approvals for a development plan for the Rossukon field being pending; statements with respect to the Company’s continued inorganic growth strategy, and evaluation of further opportunities to expand in Thailand to achieve synergies; the Company’s ability to collect the outstanding $0.4 million in royalties the Company has invoiced; statements with respect to the tight gas appraisal play in Turkey remaining as a core part of Valeura’s portfolio; the Company’s ability to find another partner for the tight gas appraisal play and the Company’s ability to resume deep drilling operations upon finding another partner for the tight gas appraisal play. In addition, statements related to “reserves” and “resources” are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the resources can be discovered and profitably produced in the future.
Forward-looking information is based on management’s current expectations and assumptions regarding, among other things: the ability to close the Acquisition and to fund it from cash on hand and future cash flow; the ability to successfully re-start production from the Wassana field in Q4 2022; the ability to successfully pursue further opportunities in Thailand; political stability of the areas in which the Company is operating and completing transactions; continued safety of operations and ability to proceed in a timely manner; the ability to identify attractive merger and acquisition opportunities to support growth; the timing of royalty payments; the prospectivity of the tight gas appraisal play; future sources of funding; future economic conditions; future currency exchange rates; the ability to meet drilling deadlines and fulfil commitments under licences and leases and the Company’s continued ability to obtain and retain qualified staff and equipment in a timely and cost efficient manner. In addition, the Company’s work programmes and budgets are in part based upon expected agreement among joint venture partners and associated exploration, development and marketing plans and anticipated costs and sales prices, which are subject to change based on, among other things, the actual results of drilling and related activity, availability of drilling, high-pressure stimulation and other specialised oilfield equipment and service providers for onshore and offshore operations, changes in partners’ plans and unexpected delays and changes in market conditions. Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect.
Forward-looking information involves significant known and unknown risks and uncertainties. Exploration, appraisal, and development of oil and natural gas reserves and resources are speculative activities and involve a degree of risk. A number of factors could cause actual results to differ materially from those anticipated by the Company including, but not limited to: inability to close the Acquisition in Q2 2022; the ability of management to execute its business plan or realise anticipated benefits from the Acquisition; inability to integrate the Acquisition if it closes; inability to secure a new partner for the tight gas appraisal play and execute potential mergers and acquisitions; evolving impacts of the COVID-19 pandemic including disruptions in global supply chains; the Company’s ability to manage growth; the Company’s ability to manage the costs related to inflation; uncertainty in capital markets and ability to raise debt and equity, as required, particularly for companies with a small market capitalisation; the ability to finance future development and/or inorganic growth; the risks of currency fluctuations; changes in oil and gas prices and netbacks in Thailand and Turkey; potential changes in joint venture partner strategies and participation in work programmes; potential assertions of pre-emptive rights by a partner or potential disputes with a partner in connection with the Acquisition; uncertainty regarding the contemplated timelines and costs for offshore development plans in Thailand and the tight gas appraisal play evaluation in Turkey; the risks of disruption to operations and access to worksites (including the impact of the COVID-19 pandemic); the ability of the Company to maintain its directors, senior management team and employees with relevant experience; potential changes in laws and regulations, and the uncertainty regarding government and other approvals; counterparty risk; the ability of the Company to maintain effective ICFR; counterparty risk; risks associated with weather delays and natural disasters; and the risk associated with international activity. The forward-looking information included in this new release is expressly qualified in its entirety by this cautionary statement. See the Company’s annual information form for the year ended December 31, 2021 for a detailed discussion of the risk factors.
The forward-looking information contained in this new release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this new release is expressly qualified by this cautionary statement.
Additional information relating to Valeura is also available on SEDAR at www.sedar.com.
This Announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 (“MAR”) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, including where such offer would be unlawful. This announcement is not for distribution or release, directly or indirectly, in or into the United States, Ireland, the Republic of South Africa or Japan or any other jurisdiction in which its publication or distribution would be unlawful.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.
For further information, please contact:
Valeura Energy Inc. (General Corporate Enquiries) +1 403 237 7102
Sean Guest, President and CEO
Heather Campbell, CFO
Valeura Energy Inc. (Capital Markets / Investor Enquiries) +1 403 975 6752
Robin James Martin, Investor Relations Manager +44 7392 940495
Auctus Advisors LLP (Corporate Broker to Valeura) +44 (0) 7711 627 449
CAMARCO (Public Relations, Media Adviser to Valeura) +44 (0) 20 3757 4980
Owen Roberts, Monique Perks, Hugo Liddy, Billy Clegg