NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
February 8, 2023 – Valeura Energy Inc. (TSX:VLE) (“Valeura” or the “Company”), the upstream oil and gas company with assets in the offshore Gulf of Thailand and the Thrace Basin of Turkey, announces the closing of its bought deal basis, private placement offering of 3,937,000 common shares of the Company (the “Common Shares”) at a price of C$2.54 per Common Share for aggregate gross proceeds to the Company of approximately C$10 million, as announced on January 31, 2023 (the “Offering”). The Offering was led by Research Capital Corporation as the sole underwriter and sole bookrunner.
Sean Guest, President and CEO of Valeura commented:
“I am pleased to have closed this financing, and grateful to both existing and new shareholders who have recognised the value proposition presented by an investment in Valeura shares as we evolve to become a significant Thailand oil producer. The net proceeds from the Offering will be used to fund pre-production operations at the Wassana field, to kick-off the Wassana infill drilling programme scheduled to begin in Q2 2023, and for general corporate purposes.
At the same time, our growth ambitions remain on track, including our planned acquisition of the Thailand upstream oil producing portfolio of Mubadala Energy by our 87.5%-owned subsidiary company, which we anticipate will close in Q1 2023, as previously announced.”
The Offering was conducted pursuant to the amendments to National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) set forth in Part 5A thereof (the “Listed Issuer Financing Exemption”) to purchasers resident in Canada, except Québec, and/or other qualifying jurisdictions pursuant to the Listed Issuer Financing Exemption. The Common Shares offered under the Listed Issuer Financing Exemption are not subject to resale restrictions pursuant to applicable Canadian securities laws.
There is an offering document related to the Listed Issuer Financing Exemption Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at https://www.valeuraenergy.com/.
A director and officer of the Company participated in the Offering under applicable securities laws, acquiring 20,000 Common Shares. Participation by the insider in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insider’s participation in the Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as determined under MI 61-101) of the securities issued under the Offering (and the consideration paid to the Company therefor) to interested parties (as defined under MI 61-101) did not exceed 25% of the Company’s market capitalisation (as determined under MI 61-101). A material change report in connection with the participation of the insider in the Offering will be filed within 10 days of the closing of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) except pursuant to an available exemption under the 1933 Act and compliance with, or exemption from, applicable U.S. state securities laws.
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
Research Capital Corporation (Sole Bookrunner and Underwriter) +1 403 750 1280
Kevin Shaw, Managing Director, Investment Banking, Head of Energy Capital Markets
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, Billy Clegg
About the Company
Valeura Energy Inc. is a Canada-based public company engaged in the exploration, development and production of petroleum and natural gas in Thailand and in Turkey, and is pursuing further inorganic growth in Southeast Asia.
Additional information relating to Valeura is also available on SEDAR at www.sedar.com.
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 expected use of the net proceeds from the Offering; the filing of a material change report in connection with the participation of an insider of the Company in the Offering and the Company’s business objectives.
Forward-looking information is based on management’s current expectations and assumptions regarding, among other things: regulatory approval for the Offering; the completion of the Offering; the ability to successfully re-start production from the Wassana field; the ability to close the acquisition of Busrakham Oil and Gas Ltd., a subsidiary of Mubadala Energy, pursuant to the Company’s press release dated December 6, 2022; the continuation of operations following the COVID-19 pandemic; political stability of the areas in which the Company is operating; continued safety of operations and ability to proceed in a timely manner; continued operations of and approvals forthcoming from governments and regulators in a manner consistent with past conduct; future drilling activity on the required/expected timelines; the prospectivity of the Company’s lands; the continued favourable pricing and operating netbacks across its business; future production rates and associated operating netbacks and cash flow; decline rates; future sources of funding; future economic conditions; the impact of inflation of future costs; 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, offshore storage and offloading facilities and other specialised oilfield equipment and service providers, 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: the ability of management to execute its business plan or realise anticipated benefits from the Mubadala Acquisition; the risk of further disruptions from the COVID-19 pandemic; competition for specialised equipment and human resources; the Company’s ability to manage growth; the Company’s ability to manage the costs related to inflation; disruption in supply chains; the risk of currency fluctuations; changes in interest rates, oil and gas prices and netbacks; potential changes in joint venture partner strategies and participation in work programmes; uncertainty regarding the contemplated timelines and costs for work programme execution; the risks of disruption to operations and access to worksites; potential changes in laws and regulations, the uncertainty regarding government and other approvals; counterparty risk; the risk that financing may not be available; 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 most recent AIF and MD&A 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.
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.