Acquisition of Special Purpose Vehicle Company Interest
CALGARY, AB / ACCESSWIRE / March 21, 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, is pleased to announce that it will acquire the remaining minority interest in its special purpose vehicle subsidiary company, Valeura Energy Asia Pte. Ltd (the "SPV"), which is the entity that holds all of its assets in Thailand.
Through a Share Exchange Agreement ("SEA"), Valeura will acquire the 12.5% ownership stake held by the SPV's minority owners, resulting in the SPV becoming a wholly owned subsidiary of Valeura, and thereby increasing its effective interest in its entire Thailand portfolio. As consideration, the Company will issue to the minority shareholders an aggregate of 9.5 million common shares in Valeura. Under the terms of the SEA, 50% of the shares to be issued will be prohibited from being sold for a period of four months, with the remaining 50% restricted from sale for a period of nine months, without otherwise obtaining consent from Valeura.
Sean Guest, President and CEO commented:
"The SPV was formed as a vehicle to efficiently conduct business development work in Asia over the 2021-2023 time frame and was a key construct in negotiating our two Gulf of Thailand acquisitions. Looking forward, our strong preference is to proceed with our subsidiary interests unencumbered, and to streamline our external reporting.
In return for the issuance of 9.5 million shares, representing approximately 9.4% of the enlarged share capital of Valeura, the Company's increased ownership stake in the entire Thailand portfolio results in a 14.3% increase in all reserves and production. As such, this transaction is materially value accretive to our shareholders."
Select individuals in the minority shareholder group will be engaged by the Company, serving in senior leadership roles within the Southeast Asia region.
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, 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.
Advisory and Caution Regarding Forward-Looking Information
Certain information included in this news 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 is based on management's current expectations and assumptions regarding, among other things: 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 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 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.
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.
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SOURCE: Valeura Energy Inc.
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