Valeura Energy announces that Valeura Energy Asia Pte. Ltd. (the “SPV”), a special purpose vehicle and a subsidiary of the Company, has entered into a Sale and Purchase Agreement with Mubadala Petroleum (Thailand) Holdings Limited to acquire the Thailand upstream oil producing portfolio of Busrakham Oil and Gas Ltd (“Busrakham”), a subsidiary of Mubadala Energy. 

This Acquisition consists of operated interests in three offshore licences in the Gulf of Thailand that include the Nong Yao, Jasmine/Ban Yen and Manora oil fields, which collectively currently produce approximately 21,200 bbls/d of oil, net to the interest being acquired. The purchase consideration for the Acquisition is US$10.4 million plus up to an additional US$50 million, contingent upon certain upside price scenarios. The acquisition has an effective date of August 31, 2022 and is subject to customary closing conditions.

Acquisition Highlights

• A substantial expansion of Valeura’s presence in Thailand, adding a portfolio of cash generative assets;
  • Operatorship of three additional offshore licences in the Gulf of Thailand;
  • Current production add of 21,200 bbls/d of oil, net to the acquired interests;
  • Weighted average cash operating costs across the assets of approximately US$22/bbl, comprised primarily of fixed costs associated with offshore facilities;
  • Immediate pre-tax cash flows of approximately US$30 million per month1;
  • Total proved plus probable (2P) reserves of approximately 24.1 mmbbls oil2;
• Deal consideration of US$10.4 million as of the Effective Date plus up to an additional US$50 million, contingent upon certain upside price scenarios;
• Value accretive transaction, with no requirement for additional equity to complete the Acquisition, and hence no dilution to shareholders;
• Near-term production growth opportunity through Nong Yao field development project planned to be onstream in early 2024;
• Field life extension opportunities through ongoing infill drilling to continue the assets’ long history of reserves additions, amounting to approximately 80% replacement of produced reserves over the past five years;
• A largely autonomous business unit organisation comprised of an approximately 180-person strong operating workforce in Thailand; and
• Expected organisational and financial synergies with Valeura’s acquisition of the KrisEnergy Gulf of Thailand assets as announced in Q2 2022.

Unless otherwise noted, all production and reserves estimates in this announcement are presented on a working interest acquired basis, net to the SPV, which is controlled and 85% owned by Valeura.

1 Management estimate, based on current operating conditions and US$85/bbl Brent oil.
2 Reserves estimates are based on the Company’s internal assessment (non-independent) as of December 31, 2021.

Sean Guest, President and CEO of Valeura commented:
“This is a transformative transaction for Valeura, firmly establishing our Company as the largest independent operator of oil production in Thailand. By adding 21,200 bbls/d net to the SPV, we expect to immediately generate pre-tax cash flows of approximately $30 million per month, and this amount is expected to grow in the very near term as we increase production to 25,000 bbls/d and beyond with the addition of production from our pre-existing portfolio. We set out to build a business that generates cash now, while providing re-investment opportunities for the medium-term, and we believe that the two acquisitions we have signed in 2022 accomplish these goals and more, creating significant value for our shareholders without dilution.

Our forward efforts will focus on developing the potential of these assets, by projects including further development of the Nong Yao field where we are forecasting peak production rates in 2024, re-investment into the Jasmine and Ban Yen fields to continue their long history of reserves replacement, and on selective step-out opportunities where we see the potential to more fully utilise the fields’ extensive infrastructure to commercialise new accumulations. As of the end of 2021, the assets held 24.1 million bbls of estimated 2P oil reserves, representing approximately a four-fold increase over our pre-existing corporate reserves.

Moreover, we see the new assets and the workforce as an excellent fit with our highest priorities. In particular, the team’s demonstrated history in safe operations with a strong environmental performance is well aligned with our sustainability goals and we are delighted to welcome the approximately 180 like-minded individuals to the Valeura team. Just as we’ve routinely done with producing assets under our care, we intend to pursue opportunities to extend the value and economic life of these fields, whilst remaining mindful of our longer-term responsibility to ensure their eventual decommissioning is planned and appropriately funded. This line of thinking has been incorporated into all aspects of our commercial evaluation of this transaction.

We look forward to starting this exciting chapter in our Company’s history, further expanding into a region of the world we know well and charging into 2023 as a transformed company with substantial cash generation capacity and a clear path to further grow our potential value.”

Acquisition

The Acquisition is structured as a corporate acquisition whereby the SPV will purchase all of the shares of Busrakham, a company established in 2021 to hold the Thailand assets being sold by the Seller, under the terms of a Sale and Purchase Agreement (“SPA”). Upon completion of the Acquisition, the SPV will become the operator and the owner of working interests in the three offshore licences being acquired, as well as all related production infrastructure and onshore support facilities including supply bases, offices, and warehouses.

Under the SPA, the Acquisition has an initial headline purchase price of US$10.4 million and entails Valeura assuming the current work programme and future abandonment liabilities. The Acquisition is subject to customary closing conditions and will require the lodging of a Valeura parent company guarantee, in place of the Seller’s guarantee with the Thailand regulator. Valeura will pay the Seller a deposit of US$6 million and anticipates closing the Acquisition in Q1 2023. As of the Effective Date, Busrakham had approximately a nil working capital balance.

Further contingent consideration under the SPA will become due to the Seller under certain upside benchmark oil price scenarios in 2022, 2023, or 2024. Such contingent consideration is capped at a maximum of US$50 million.

Funding

Given Valeura’s cash position at the end of Q3 2022 of US$23.1 million, the modest headline consideration price, the impact of ongoing cash flows from the assets and the expected closing date, Valeura is able to fund the Acquisition without an equity raise. Accordingly, the Acquisition is expected to be non-dilutive to current shareholders of Valeura.

Upon closing of the Acquisition, a drawdown of up to US$50 million is advanceable to the SPV from Trafigura Pte. Ltd., which is in addition to the initial potential maximum capacity of discrete drawdowns of up to US$30 million, under the facility announced on November 11, 2022 (the “Facility”). Such additional drawdown is subject to the satisfaction of certain conditions precedent. While the assets acquired through the Acquisition are anticipated to be strongly cash generative, the Facility provides additional financial liquidity.

Human Capital

As part of the Acquisition, the Seller’s organisation in Thailand and support infrastructure including supply bases, warehouses and offices will join Valeura. This includes substantially all of the Seller’s Thailand-based staff, comprised of approximately 180 individuals.

The team is specifically tailored to the continuing opportunity set presented by the assets, with a strong emphasis on technical expertise in the areas of subsurface, drilling, production, engineering, and supporting departments. As such, the organisation will continue to function as a largely autonomous business unit, under Valeura’s direction.

Several leaders within the organisation have worked with the assets throughout their life cycle, starting with the fields’ original discovery and development. Valeura intends to retain this depth of experience within the Company and to ensure key in-country relationships are maintained throughout the integration process and thereafter.

Licence G11/48 (Nong Yao oil field)

The SPV will acquire operatorship and a 90% working interest in Licence G11/48, which contains the partially developed Nong Yao oil field. The 10% partner in the block is Palang Sophon Limited who is also Valeura’s partner in its G10/48 Licence, acquired earlier this year. The Nong Yao oil field is located in the central portion of the Pattani basin of the Gulf of Thailand, approximately 160 km offshore and in 75 metres water depth. The Nong Yao oil field contains 12.4 million bbls of 2P oil reserves, on a net working interest acquired basis, as of December 31, 2021, based on the Company’s internal (non-independent) management estimate. By the end of 2021, the Nong Yao oil field had produced over 20 million bbls of oil and every year the expected ultimate recovery (combination of actual production and expected reserves) of oil from the field has increased with the identification and development of additional accumulations. Management’s reserves estimate is substantially higher than the original 2P reserves as represented in the field’s development plan, prior to production start-up in 2015 (2.7 million bbls on a net 90% basis), reflecting that the original estimated reserves have been replaced many times over through ongoing activity.

Current production at the Nong Yao field is approximately 8,100 bbls/d, net to the 90% working interest, and is forecast to increase in 2024 through further development activity.

The Nong Yao oil field has been thus far developed from two interconnected fixed platforms, including 37 wells and a processing facility. Processed oil is stored in a leased Floating Storage and Offloading (“FSO”) vessel on location, and is offloaded to shuttle tankers for international sale. Operating costs for the Nong Yao field are approximately US$12/bbl at predicted near-term rates. Nong Yao production is light, sweet crude oil which typically receives prices approximately on par with the Brent crude oil benchmark.

Licence G11/48 is based on Thailand’s Thai III fiscal terms which entail a sliding scale royalty from 5% to 15% on gross production (approximately 8% at current rates), a Special Remuneration Benefit (“SRB”) on net windfall profits ranging from 0% to 75% (approximately 20% under current circumstances), and petroleum income tax of 50% on net profits.

Further development activities are currently underway on Licence G11/48, in support of commercialising a south-eastern area of the field known as the Nong Yao extension. The project seeks to add a new Mobile Offshore Production Unit (“MOPU”) which will be connected by pipeline to the existing infrastructure and to drill an additional 12 development wells. Construction of the new MOPU is in the under way, with the MOPU expected to mobilise to the Nong Yao oil field in Q4 2023, with commissioning and drilling activity scheduled to take place immediately thereafter. Valeura forecasts peak production from the field in 2024 at a rate of approximately 11,000 bbls/d, net to the 90% working interest.

With the Nong Yao extension facilities in place, Valeura intends to pursue a work programme aimed at identifying further opportunities on the south-eastern area of the field and beyond, with the objective of replicating the history of reserves renewal characteristic of Pattani basin fields. In particular, the Company aims to add incremental reserves and production to offset natural declines such that the field’s economic life extends beyond the currently calculated limit of end 2028 and toward the ultimate licence expiry of 2036.

The Company believes the southern portion of Licence G11/48 may contain potential upside opportunities including a string of prospective small oil accumulations in the Nong Nuch area identified on 3D seismic. Valeura intends to conduct further study on these opportunities, including assessing the potential for incremental volumes through additional near-field exploration or a cluster development scenario.

Licence B5/27 (Jasmine and Ban Yen oil fields)

The SPV will acquire operatorship and a 100% interest in Licence B5/27, which contains the developed Jasmine and Ban Yen oil fields. The Jasmine and Ban Yen oil fields are located in the northern portion of the Pattani basin of the Gulf of Thailand, approximately 180 km offshore and in 60 metres of water. Together, the Jasmine and Ban Yen fields contain 9.9 million bbls of 2P oil reserves on a net working interest acquired basis as of December 31, 2021, based on management’s internal (non-independent) estimate. The estimated ultimate recovery for the Jasmine and Ban Yen fields (defined as cumulative production to date plus reserves) has grown steadily throughout the fields’ life, and by the end of 2021 the fields had produced over 85 million bbls of oil.

Current production at the Jasmine and Ban Yen oil fields is approximately 10,100 bbls/d and the Company anticipates mitigating natural production decline through infill drilling and further development opportunities, thereby further increasing the estimated ultimate recovery.

The Jasmine and Ban Yen oil fields have been developed through a total of six fixed topside facilities and a leased Floating Production Storage and Offloading vessel (“FPSO”), the Jasmine Venture MV7. The facilities include well slots for 132 wells, of which 110 slots are utilised by producer wells and 22 slots by injection and disposal wells. Processed oil is stored at the FPSO, and is offloaded to shuttle tankers for sale into the domestic Thai market. Given the fixed nature of facilities associated with Licence B5/27, operating costs are relatively stable at approximately US$30/bbl at current production rates. Production from the Jasmine and Ban Yen fields is light, sweet crude oil, which typically receives a discount of approximately US$2/bbl below the Brent crude oil benchmark.

Licence B5/27 is based on Thailand’s Thai I fiscal terms which entail a flat 12.5% royalty in addition to a petroleum income tax rate of 50% on net profits. Licence B5/27 is also encumbered by certain private legacy commercial arrangements approximately equivalent to an additional royalty of 4.5%.

The Jasmine and Ban Yen fields are mid-life oil producing assets which present opportunities to access additional reserves and hence to bring new volumes through fixed facilities, thereby mitigating overall field decline rates and potentially extending field life. A programme of ongoing infill development drilling is underway on Licence B5/27 which has included nine wells drilled to date in 2022 plus approximately 19 further wells planned over the 2023 – 2026 time frame. Valeura intends to continue this work programme with the aim of adding additional reserves and production to offset natural declines such that the fields’ target production rate remains broadly stable while its economic life extends beyond the currently calculated limit of end 2027 and toward the ultimate licence expiry of 2032.

Valeura has identified several opportunities for further development of the licence, including potential oil accumulations within reach of the existing wellhead infrastructure and the potential for additional exploration within the licence area. These prospects require further commercial and technical evaluation, however, the projects appear to be representative of the type of opportunity which has historically resulted in repeated extensions of the asset’s economic life.

Licence G1/48 (Manora oil field)

The SPV will acquire operatorship and a 70% working interest in Licence G1/48, which contains the developed Manora oil field. The 30% partner is Tap Oil. The Manora oil field is located in the Kra sub-basin, a north-west extension of the Pattani basin in the Gulf of Thailand, approximately 84 km offshore and in 45 metres water depth. The Manora field contains 1.7 million bbls of 2P oil reserves on a net working interest acquired basis, as of the December 31, 2021, based on management’s internal (non-independent) reserves assessment.

Current production at the Manora oil field is approximately 3,000 bbls/d, net to the 70% working interest.

The Manora oil field has been developed by a single fixed wellhead and processing platform and a leased FSO vessel on location. The platform includes 30 well slots, of which 15 are utilised by production wells and seven by injection and disposal wells. Processed oil is stored in the FSO and is offloaded to shuttle tankers for international sale. Operating costs for the Manora oil field are approximately US$25/bbl at current rates. Manora production is medium-weight, sweet crude which typically receives a price approximately on par with the Brent crude oil benchmark.

Licence G1/48 is based on Thailand’s Thai III fiscal terms which entails a sliding scale royalty from 5% to 15% (approximately 8% at current rates), a SRB on net windfall profits ranging from 0% to 75% (approximately 8% under current circumstances), and petroleum income tax of 50% on net profits.

The Manora field is a mature asset for which a decommissioning plan has been prepared and submitted to Thailand’s upstream regulator. While that plan contemplated an end to the field’s economic life in 2022, recent activity has materially changed the Company’s outlook for the field. In particular, two infill development wells drilled in Q4 2022 have encountered oil and planning is currently underway to bring these wells online which the Company anticipates will be additive to production rates. The Company anticipates that information from these wells will be incorporated into a future reserves evaluation, effective December 31, 2022.

In addition, the Company intends to apply learnings from these wells toward its future planning for the field, as part of an aim to extend the field’s economic limit beyond its currently calculated limit of early 2025, and further toward the licence’s final expiry in 2033.

Reserves

Reserves estimates disclosed in this announcement are based on an internal evaluation (non-independent) conducted by Valeura with an effective date of December 31, 2021.

Reserves estimates are based on year-end 2021 information, and as such they do not include the impact of recent adjustments to work programmes, including the positive effect of additional wells, not previously contemplated for 2022, or include the production to date in 2022.  With successful ongoing drilling operations on all fields, the Company is optimistic that future reserves evaluations will continue to illustrate the notion of reserves renewal and an increase in the expected ultimate oil recovery.This is underscored by the fact that the most recent monthly production from the fields of 21,255 bbls/d is a less than 10% reduction from the published oil production rates from these fields in 2021.

Valeura intends to commission Netherland, Sewell & Associates, Inc. to conduct a reserves and contingent resources evaluation for all of its Thailand assets effective December 31, 2022, in accordance with the Canadian Oil and Gas Evaluation Handbook, with results to be published by the Company in due course in the first quarter of 2023 subject to closing of the Acquisition.

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