Investor Presentation • Feb 18, 2021
Investor Presentation
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This Presentation has been prepared by PetroNor E&P Limited (Company).
This Presentation contains summary information about the Company and its subsidiaries (Company Group) and their activities. The information in this Presentation does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with the Company's other periodic and continuous disclosure announcements lodged with Oslo Euronext Expand (former Oslo Axess), which are available at www.euronext.com/nb/markets/oslo
This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Australian law or the law of any other jurisdiction. This Presentation is not financial advice, a recommendation to acquire Company shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of Company shares.
This Presentation contains certain forward looking statements. The words anticipated, expected, projections, forecast, estimates, could, may, target, consider and will and other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. This difference may be due to various factors, including, among others: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; the outcome of negotiations, conclusions of economic evaluations and studies; changes in project parameters and returns as plans continue to be refined; future price of oil and gas; drilling risks; political instability; insurrection or war; arbitrary changes in law; delays in obtaining governmental approvals or financing or in the completion of development activities. The forward looking statements in this Presentation speak only as of the date of this Presentation. To the full extent permitted by law, the Company and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions. Nothing in this Presentation will under any circumstances create an implication that there has been no change in the affairs of Company Group since the date of this Presentation.
An investment in the Company shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company Group. The Company does not guarantee the performance of the Company or any particular rate of return on the performance on the Company Group, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. Due to the widespread Covid-19 virus, the situation is highly volatile implying significant risk on forward looking statements.
This Presentation is not and should not be considered an offer or an invitation to acquire Company shares or any other financial products and does not and will not form any part of any contract for the acquisition of the Company shares. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Company shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
The information in this Presentation relating to hydrocarbon resource estimates for Congo-Brazzaville includes information compiled by AGR Petroleum Services AS ("AGR"). AGR has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears. In addition, this is supplemented with corporate management estimates for Nigeria and estimates by SPE Guinea Bissau AB for the Guinea Bissau licenses. Further, hydrocarbon resource estimates for The Gambia and Senegal includes information compiled by Dr Adam Law, Geoscience Director of ERC Equipoise Ltd. Dr Law, is a post-graduate in Geology, a Fellow of the Geological Society and a member of the Society of Petroleum Evaluation Engineers. He has 18 years relevant experience in the evaluation of oil and gas fields and exploration acreage, preparation of development plans and assessment of reserves and resources. Dr Law has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears.
The Company's advisers have not authorised, permitted or caused the issue, lodgement, submission, despatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by the advisers. To the maximum extent permitted by law, the Company, its representatives, advisers and their respective officers, directors, employees, agents or controlling persons (collectively, the Representatives) expressly disclaim all liabilities in respect of, and make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Presentation or in any other documents furnished by the foregoing persons.
Statements made in this Presentation are made only at the date of this Presentation. The information in this Presentation remains subject to change without notice.
| Section | Page | |
|---|---|---|
| 1. | Acquisition and financing summary | 4 |
| 2. | Company overview | 11 |
| 3. Asset overview |
21 | |
| 4. | Summary & appendix | 36 |
1.1 Risks related to completion of the tranches in the Private Placement
1.1.1 Tranche 1 may complete with final and binding allocations without completion of Tranche 2 a and 2b
1.2.1 The Group operates in developing countries facing political, economic and social uncertainties, as well as undeveloped legal systems
1.2.2 The Group operates in countries with a high risk of corrupt practices
1.3.2 The Group's business, results of operations, value of assets, reserves, cash flows, financial condition and access to capital depend significantly upon, and may be adversely affected by, the level of oil and gas prices, which are highly volatile
1.3.3 Reserves and contingent resources are by their nature uncertain in respect of the inferred volume range
1.3.4 The Group is dependent on finding/acquiring, developing and producing oil and gas reserves that are economically recoverable and offshore exploration is by its nature highly speculative
1.3.5 Approvals, permits and licences, including PNGF Bis, may not be upheld or renewed
1.3.6 Risks associated with legal disputes and litigation, including a risk relating to a potential appeal by MGI to the ruling relating to the award of 9,900 shares in HEPCO to Hemla Africa Holding, and that such ruling may overturn the initial award of such shares to Hemla Africa Holding
1.3.7 Risk of joint and several liabilities with its licence partners
1.3.8 Insurance
1.3.9 Production sharing contracts (PSCs)
1.3.10 Local authorities may impose additional financial or work commitments beyond those currently contemplated
1.3.11 The Group's current production and expected future production is concentrated in a limited number of hydrocarbon fields
1.3.12 Future acquisitions could not be possible, may not be successful and may require substantial attention also after completion of such acquisitions.
1.3.13 Rising climate change concerns have led and could lead to additional legal and/or regulatory measures which could result in project delays or cancellations, a decrease in demand for fossil fuels and additional compliance obligations, each of which could materially and adversely impact the Group's costs and/or revenues
1.3.14 The Group is subject to risks generally applicable to the offshore oil and gas industry
1.4.1 Liquidity risk
1.4.2 Foreign currency risk
1.4.3 The Group may not be able to raise financial indebtedness for future growth
1.4.4 The Group may have difficulties servicing any future debt
1.5.1 The Shares may not be a suitable investment for all investors
1.5.2 There is limited liquidity in the Shares due to, inter alia, a low spread among shareholders
1.5.3 The Company has two major shareholders
1.5.4 The price of the Shares may fluctuate significantly
1.5.5 Future issuances of Shares or other securities may significantly dilute the holdings of shareholders and U.S. holders of Shares may not be offered to subscribe new Shares
1.5.6 Limitations on dividends
1.5.7 Investors may not be able to exercise their voting rights for Shares registered in a nominee account
1.5.8 The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions
1.5.9 Foreign ownership restrictions apply under Australian law
1.5.10 Shareholders outside of Australia are subject to exchange rate risk
1.5.11 Risks related to depository receipts and the registrar agreement
1.5.12 The Company is incorporated in Australia and governed by Australian law
1.5.13 The insolvency laws of Australia may not be as favourable to Shareholders as insolvency laws of other jurisdictions and may preclude the holders of the Shareholders from recovering payments due on the Shares
1.5.14 A change of the registered jurisdiction of the Company could negatively affect shareholders
Increasing ownership in PNGF Sud from 10.5% to 16.8%
PetroNor to increase its net indirect interest in PNGF Sud in Congo Brazzaville from 10.5% to 16.8% through two transactions
Acquisition of all of Symero Limited's ("Symero") shares in Hemla Africa Holding AS ("HAH") for USD 18m
Ownership in Hemla E&P Congo SA ("HEPCO") increased through enforcement of share pledge and confirmed by court ruling1
Highly attractive terms average consideration of 3.7 USD/bbl2
Substantial increase in production without any incremental G&A cost
PetroNor production from PNGF Sud to increase from 2,385 bopd to 3,850 bopd
Low-cost and-high margin production with significant organic growth potential
Operated by Perenco, a world-class operator of mid- and late life assets in emerging markets
Petromal Sole Proprietorship LLC and related group companies ("Petromal") have pre-subscribed for their pro-rata (38.28%) share equivalent to USD ~19-23m
USD 18m in-kind consideration from Symero for HAH shares
The net proceeds from the contemplated equity financing will be used to finance drilling of infill wells and other increased oil recovery initiatives on PNGF Sud and general corporate purposes, as well as to issue the consideration shares for the Symero transaction
1) Quantifiable cost related to enforcement: USD ~4m 2) Average consideration based on 2P reserves in PNGF Sud
• Reserves increased 103%
5
2
Acquisition of 4.93% interest in PNGF Sud at material discount to underlying values
1
Awarded 1.4% interest in PNGF Sud due to partner's covenant breach
3
Streamlining corporate structure with direct access to HEPCO
Hemla Africa Holding AS Increasing to 100% ownership
PetroNor E&P Limited
Hemla E&P Congo SA Increasing to 84% ownership
Increasing production and reserves by 60% at ~50% discount to estimated 2P value
Cleaner structure and simpler governance
Production up 60% through the asset life, with improved incentives to push for further IOR initiatives
Strong and stable cash flow from 2022 and onwards
PetroNor increases its ownership from 70.707% to 100%
PetroNor has entered into an agreement with Symero Limited to acquire 29.293% in HAH for USD 18m (in-kind through shares). Symero is owned by NOR Energy AS, a company owned by Knut Søvold and Gerhard Ludvigsen
To ensure a transaction at arms length, an independent committee was established by PetroNor's board of directors to negotiate on behalf of the Company
Acquisition subject to customary closing procedures1 , EGM approval (related parties restrained from voting) and successful equity financing (see next slide)
9,900 shares in Hemla E&P Congo has been transferred from MGI to HAH following enforcement of a share pledge based on a breach of covenants under a loan agreement between HAH and MGI
The transfer comes at a cost of approximately USD 4m, of which the majority is paid through settlement of the defaulted loan
The decision by the Court in Congo Brazzaville to allow for the enforcement of the share pledge could be appealed by MGI
Materially increases PetroNor's interest in PNGF Sud
No incremental G&A costs
Simplified governance structure
| Contemplated equity financing of USD 50-60m in two tranches |
• Tranche 1: USD ~20.8-30.8m new cash equity from external investors and Petromal (pro-rata allocation) • Tranche 2a: USD 18m in-kind for Symero transaction - subject to EGM approval and successful equity financing • Tranche 2b: USD ~11.2m pro-rata cash subscription from Petromal |
|---|---|
| Use of proceeds |
• The net proceeds from the contemplated equity financing will be used to finance drilling of infill wells and other increased oil recovery initiatives on PNGF Sud and general corporate purposes, as well as to issue the consideration shares for the Symero transaction |
| • Petromal, the Company's largest shareholder, has |
|
| Strong support from major shareholders |
committed to subscribe its pro-rata share (38.28%) of both tranches in the contemplated equity financing • Symero will subscribe for USD 18m in kind through contribution of direct ownership in HAH1 • The shares issued to Symero will have a six months lock up |
| Month | Event | |
|---|---|---|
| February | Investor meetings | |
| Possible launch of contemplated equity financing |
||
| Settlement of Tranche 1 shares (USD ~20.8-30.8m) |
DVP + 2 | |
| March | Independent Expert Review of Symero transaction |
On or about 1 March |
| Call for EGM for approval of the Symero transaction |
5 March | |
| April | EGM | 5 April |
| Settlement of Tranche 2: USD 18m in kind consideration for Symero shares plus USD ~11.2m subscribed by Petromal to maintain ownership ratio |
||
| April/ May | Subsequent offering |
| Section | Page | |
|---|---|---|
| 1. | Acquisition and financing summary | 4 |
| 2. | Company overview | 11 |
| 3. | Asset overview | 21 |
| 4. | Summary & appendix | 36 |
Full-cycle platform and sizeable production with significant growth potential from existing assets
Positive recent news flow
Opportunistically: Assess other African plays
1) Pro-forma subject to closing of the contemplated equity financing
2) At 1 Jan 2021 - Congo-B: Independent competent person's report prepared by AGR, volumes as of 1 Jan 2019 adjusted to 1 Jan 2021 by subtracting actual production, Nigeria: company numbers, subject to completion of contract;
3) Includes 260 bbl/d from OML 113, as reported by Panoro. Transaction is subject to government approval;
4) Exploration: Sum Net Unrisked Mean Case Prospective Recoverable Resources, based on ERC Equipoise, net unrisked mean prospective resources (Gambia/Senegal), Company management estimate, SPE Guinea Bissau AB estimate
Maintained positive EBITDA despite reduction in oil prices during spring and summer, with strict cost discipline during the ongoing pandemic
PNGF Sud continued steady oil production during 2020, with a gross average of 22,713 bopd
New 30-year Gambian A4 license to be awarded as part of settlement agreement for past arbitration for A1 & A4 licenses, prior A4 license costs were impaired during the arbitration process, however A4 past exploration costs will be carried into the new A4 license
PetroNor acquired the SPE Guinea Bissau AB from Svenska Petroleum Exploration AB including the Sinapa and Esperança exploration licenses
New USD 3.9m loan facility provided by related party Symero Ltd on terms equivalent to other sources of external finance
Total revenue USD 67.5m (FY 2019: USD 102.8m) Cash and bank balances USD 14.1m (Dec 2019: USD 27.9m)
EBITDA USD 34.4m (FY 2019: USD 49.1m) Positive working capital USD 21.8m (Dec 2019: USD 8.4m)
Net profit/ (loss)2 USD 11.0m (FY 2019: USD -5.8m)
Operating cash flow3
USD 32.5m (FY 2019: USD 44.8) Interest bearing debt4 USD 18.9m (Dec 2019: USD 12.9m)
Average selling price USD 41/bbl (FY 2019: 65/bbl)
Quantity of oil lifted 993,574 barrels (2019: 880,844 barrels)
2007: Company established IPO on the Oslo Stock Exchange
2014:
2014-2019: Focused on securing and maturing exploration prospects, including disputed Senegal and Gambia licenses
2016: PetroNor established and PNGF Sud asset acquired
2016-19: Significant operational improvements together with new operator Perenco to increase production and reduce costs
August 2019: Business combination with African Petroleum, establishing a full-cycle listed E&P
30 years' E&P experience (executive and technical) and focused on FSU, Africa and ME since 2000, including Nigeria and Angola.
Operational management experience on Snorre Field
Mgt buy-out of PGS Reservoir in 2005 and merger into AGR in 2006. Co-Founder of Hemla in 2009 and Pangea LNG in 2012
MSc in Petroleum from The Institute of Technology in Trondheim
30 years' E&P experience (technical & management) Operator experience incl. Phillips Petroleum, Norsk Hydro & Hess Co-founder of Ener Petroleum, subsequently acquired by Dana/KNOC BSc in Petroleum Engineering from Texas A&M University and an MSc from The Institute of Technology in Trondheim
20+ years international E&P experience (full-cycle), including several years with Schlumberger
Currently the CEO of Petromal - part of National Holding Group
Master in Energy and Mineral Economics from Colorado School of Mines and a BSc in Chemical Engineering
30 years of experience having held several leading positions in the oil & gas industry both in Norway and abroad, among others CEO of BP Norway
Professional experience from work related to both operations and field development, as well as HSE
MSc in Mechanical Engineering from NTNU in Norway
20 years of experience in the financial services industry, covering asset management, private equity, portfolio management, financial restructuring, research, banking, and audit
Currently Director of Private Equity at EIIC – part of the National Holding Group
Emad Sultan: Strategic director
workflows and 3D visualisation
major international Oil Field Services companies
Michael Barrett: Exploration Director
Chris Butler: Group Financial Controller
commercial evaluation and portfolio management
Held multiple technical, contracting and strategy management with major oil and gas operator
30+ years global exploration experience incl. Chevron and Addax Specialised in Play and Prospect risk assessment, volumetric analysis,
15 years of financial and corporate experience from roles in public practice, oil & gas and mining spread over Africa, Asia and Europe. Has been responsible for all financial reporting obligations for the listed Company and E&P licences held by the group since 2010 Qualified Chartered Accountant & BSc in Physics from Uni. of
Background in quantitative geophysics, stratigraphic interpretation
BSc Mechanical Engineering from University of Washington
Warwick
30 years at BP, and heritage company Amoco, gaining E&P leadership experience in Africa, Europe and Russia. Managed an active exploration portfolio for BP in North Africa. Additional experience in the areas of field development and as commercial manager
Former Deputy Minister of Energy in Norway, Minister of social Security and Emergency, 30 years diverse experience
Congo Nigeria Gambia & Senegal On-ground presence: A team of ~10 people active in West Africa, based in Congo, Nigeria, The Gambia, Guinea-Bissau and Senegal Guinea-Bissau
Targeting +10x reserves and production growth over three years
Utilise competitive edge to access exclusive opportunities:
More than 20 transactions screened in 2020
Access to capital and largely unencumbered balance sheet a strong competitive edge in the current market environment
Numerous financially stranded assets have been considered
Working with larger Tier 1 strategic and financial consortium partners on potential transformative acquisitions
Core: Sub-Saharan Africa
| Robust capital structure |
> Healthy balance sheet > PetroNor aims to maintain a low financial leverage and conservative capital structure |
|---|---|
| Substantial cash flow to be invested in further growth |
> Cash flow from producing fields forms the back-bone of the Company > Estimated operating cash flow of USD ~40m next 2 years1 to be recycled into further organic growth and M&A |
| Listed in Oslo with strong and supportive shareholders |
> Supportive strategic shareholder in Petromal (38%), part of National Holding (Abu Dhabi), providing access to further growth capital if the right accretive opportunities are identified |
| M&A growth pursued with Tier 1 strategic and financial partners |
> In discussions with several RBL banks and debt providers regarding the Aje field development > Active discussions with numerous Tier 1 parties, including off-take counterparties, strategic co-investors and financial sponsors |
Positions PetroNor with the financial capacity and flexibility to:
Execute its organic growth strategy
Execute transformational and accretive M&A deals
Whilst maintaining a conservative risk profile
Plan to eliminate existing gas flaring on Aje
Aje gas development displacing gasoline used for power generation in Lagos
Continuously strive to minimize any adverse environmental impact
Undertake and report Environmental Social Impact Assessments (ESIA) prior to all major activities
No LTI2 on PNGF Sud since the acquisition in January 2017
5% of HEPCO net profits are invested in local community education initiatives
The Company is supporting Power to Educate3 , an initiative focused on improving education in developing countries in areas with limited access to electricity
Other projects include human capacity development and access to quality health care
Our commitment to operating responsibly is evidenced by a long history of social projects undertaken by PetroNor management
Embrace the UN Sustainable Development Goals
Member of Extractive Industries Transparency Initiative
Partnering with local players reduces country / political risk
Careful selection of local leadership and strong representation on subsidiary boards
Committed to maintain diversity throughout the organisation and Board of Directors
Intention to move to Oslo Børs main list and clear commitment to follow governance guidelines
1) HSE: Health, Safety and Environment 2) LTI: Lost-time injury 3) www.powertoeducate.com
| iii. | The Gambia/Senegal – | A4 & ROP/SOSP | 31 |
|---|---|---|---|
Average 2020 production 2,385 bopd – a 4% increase from the 2019 average
Low cost and high margin production with significant organic growth potential
Operated by Perenco, a world-class operator of mature assets in emerging markets
2
3
Entered the Aje field late 2019
Producing asset with significant upside potential, acquired at a low entry cost
Preparing a revised development plan to increase field production to 25 kboepd
Exploration assets with significant potential ~4 bn bbls prospective resource3
The A4 exploration block in Gambia; ROP and SOSP disputed blocks in Senegal; Sinapa and Esperança 4A/5A licences in Guinea Bissau
1) Congo: PNGF Bis constitutes 6.8 mmbbls of 2C resources in Congo. PetroNor has the right to enter into the PNGF Bis license with net working interest of 23.56% with Perenco as operator. Nigeria: Estimates according to independent
competent person's report prepared by AGR. Volumes as of 1 Jan 2019 adjusted to 1 Jan 2021 by subtracting 2019 and 2020 production and excluding gas on PNGF Sud; 2) Nigeria: Resources are subject to completion of the Aje transaction (initial net working economic interest of 13.08%, 17.4% within three years based on project payout phases).
3) Exploration: Sum Net Unrisked Mean Case Prospective Recoverable Resources, based on ERC Equipoise, net unrisked mean prospective resources (Gambia/Senegal), Company management estimate, SPE Guinea Bissau AB estimate
Mature oil asset which came on stream in 1987 and holds a significant remaining potential
Located in shallow waters (80-100m) with significant infrastructure in place
New partnership established in Jan 2017 operated by Perenco2 , a world leading operator of mature assets in emerging markets
Asset revamped with new partnership with further potential to increase production through workovers and infill drilling
1 2 3
Reserves and resources4 2P (gross) 94.2 mmbbl 2C (gross): 29.2 mmbbl STOIIP: 1,910 mmbbl Accumulated produced 01.01.21: 459 mmbbl Production 2020 production (gross): ~22.7 kbopd (2020 reduced relative to the CPR due to delay of the infilll drilling program)
1) Consisting of three Production sharing Agreements: Tchibouela II, Tchibeli–Litanzi II and Tchendo II
2) A private held French oil & gas company with current production of 465 kboepd
3) PNGF Sud indirect interest of 16.83% to PetroNor through Hemla E&P Congo's 20% interest
4) Independent competent person's report prepared by AGR (oct 2019) as of 1 Jan 2019, volumes above adjusted to 1 Jan 2021 by subtracting 2019 and 2020 production
Production has increased from <15 kbopd late 2016 to 22.7 kbopd in 2020
Low-cost reserves increase from workover program
Reserves increase by the workover program to date equals ~59 mmbbl based on a limited CAPEX of USD 44m, equivalent to USD ~0.8/bbl
Additional reserve increase from infill drilling
2019-20 CAPEX expenditure (USD 89m) associated with approved infill drilling and related infrastructure for 2021 infill drilling program
1 2 3
The average 2020 production was 22.7 kbopd
Corresponds to increase of 4% from 21.9 kbopd in 2019
High regularity and a very stable production
Few significant shutdowns
Facility regularity ~96%
Wells uptime >92%
Infill drilling targeting proven undeveloped reserves in un-swept fault terraces
Drilling of 4 new wells (2 producers + 2 injectors)
Includes re-purposing of jack-up rig as a low-cost wellhead platform
19 producing wells and one water injector currently
2019: New workover unit installed allows fast & cheap workovers
2020-21: New wellhead platform w/ 14 new slots & drilling rig to be installed
2022: Initial 7 infill wells production from ~4,500 to 6,500 bopd (gross)
Infill program to follow
1 2 3
1 2 3
| Production profile (Gross field) |
Litanzi | Tchendo | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Oil production, kbopd 4 3 2 1 0 |
Infill wells No further action |
8 6 4 2 0 |
Oil production, kbopd | Infill wells | No further action | |||||
| Reserve basis (Gross field) |
> STOOIP Albien > RF : 31% > P50 reserves: 9.3 mmbbl1 > P10 reserves: 12.3 mmbbl |
74 mmbbl | > > > > |
STOOIP Senonien RF : Senonien P50 reserves: 11.0 mmbbl1 P10 reserves: 17.0 mmbbl |
641 / Turonien 5% / Turonien |
138 mmbbl 42% |
||||
| Incr. infill NPV |
Oil price (USD/bbl) | 40 | 50 | 60 | Oil price (USD/bbl) | 40 | 50 | 60 | ||
| (gross) (USDm) |
NPV (USDm) | 26 | 42 | 58 | NPV (USDm) | 27 | 44 | 56 | ||
| Key economic |
Project | Oil price (USD/bbl) | 40 | 50 | 60 | Oil price (USD/bbl) | 40 | 50 | 60 | |
| indicators | IRR | IRR | 18% | 24% | 29% | IRR | 19% | 25% | 31% | |
| Payback > Payback 2 years time |
> > |
Payback 2 years Potential for further infill at lower per barrel cost |
25 |
PNGF Bis – Near field opportunity adjacent to PNGF Sud
Located ~11km from existing PNGF Sud fields, containing the Louissima discoveries – gross 2C contingent resources of 29 mmbbl
PetroNor has right to enter the license (23.56% indirect WI) together with Perenco (operator)
Early production scheme planned prior to decision to proceed with full development, expected to commence in 2021
Field planned developed using low-cost jack-up with minimum topside upgrading and catenary pipeline to Tchibouela
Less than USD 10/bbl development CAPEX
1 2 3
| i. ii. |
Congo-Brazzaville – PNGF Sud/Bis Nigeria - Aje Field |
21 28 |
|---|---|---|
| iii. | The Gambia/Senegal – A4 & ROP/SOSP |
31 |
| 4. | Summary & appendix | 36 |
Participating interest pending ministerial approval process well advanced
Producing asset1 with significant upside potential to be unlocked through new partnership and different technical approach
During Q4 2019, PetroNor acquired an interest in OML 113 through two separate transactions:
Field redevelopment being planned with replacement of FPSO, increased liquids production and extraction of large gas resources
1 2 3
1) Assumed 2020 production of 259 bopd (net)
2) 6.502% participating interest, with 16.255% cost bearing interest, representing an economic interest of 12.1913% in OML 113. Option to pay partly in cash should the PetroNor share price fall below USD 0.13 per share; Future consideration of up to USD 15m based on gas production royalty in a success case
Improve operational efficiencies and provide sufficient gas processing capacity
Three suitable replacements have been identified; two vessels have been inspected
Drilling of three new wells for oil and gas production
Offshore condensate stripping and export of wet-gas to shore
Onshore gas plant (land identified)
Gas to be sold to nearby WAGP and Lagos/Lekki gas-topower market
Power production through a barge solution
LPG and propane to be sold in the domestic market
2021-22: Drilling of two new gas producers and one oil producer (in addition to the existing two wells)
1 2 3
2021-22: Bring in a cost effective FPSO with + 110 mmscfd gas capacity
2024: Expand gas production capacity to 110 mmscfd through drilling of additional two gas wells
Project planned split in upstream and midstream parts to maximize access to non-dilutive capital
| 4. Summary & appendix |
||||||
|---|---|---|---|---|---|---|
| iii. | The Gambia/Senegal – A4 & ROP/SOSP |
31 | ||||
| ii. | Nigeria - Aje Field |
28 | ||||
| i. | Congo-Brazzaville – PNGF Sud/Bis |
21 |
The MSGBC Basin
Senegal ROP and SOSP PetroNor licences in arbitration
Sangomar Field, operated by Woodside, is the key analogue
1 2 3
PetroNor operates with 90% equity
Similar structure to SNE field in Senegal and Fan discovery all key success components in A4
Portfolio in excess of 2 bnbbl1 (sum of unrisked net prospective mean case resource)
Expected further success as Play drilled to South
Farm-out process underway in support of 2022 drilling goal
1 2 3
* Mean net unrisked prospective resources - CPR March 2015 + Management estimate
PetroNor acquired SPE Guinea Bissau AB from Svenska Petroleum Exploration AB ("Svenska")
A significant addition to the MSGBC portfolio
The Sinapa license (Block 2)
The Esperança license (Block 4A and 5A)
78.6% and Operator in both licenses
Well planning almost complete, 1H 2022 well
Similar structure to Sangomar field in Senegal
Significant prospect size
Sinapa Discovery (shallow water)
1 2 3
PetroNor has an interest (suspended arbitration) in two exploration blocks in Senegal (90% WI)1
Net unrisked mean prospective recoverable resources in order of 1.8 bn bbls2
PetroNor has reached a mutual agreement with the Government of Senegal to suspend the arbitration related to the Rufisque Offshore Profond (ROP) and Senegal Offshore Sud Profond (SOSP) licence areas
The parties continue to work towards a solution and has agreed to a 2-months standstill from February 2nd 2021
View to reach a satisfactory outcome for all parties
1 2 3
| i. | Congo-Brazzaville - PNGF Sud/Bis |
21 |
|---|---|---|
| ii. | Nigeria - Aje Field |
28 |
| iii. | The Gambia/Senegal – A4 & ROP/SOSP |
31 |
| 2021 | 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Asset | Comment | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |||
| PNGF Sud | • Infill drilling: Litanzi, Tchendo, Tchibeli (approved) • Continuous workover program |
Extensive infill drilling program | ||||||||||
| Workover program | ||||||||||||
| TS ASSE RE O C |
PNGF Bis | • Negotiations expected to be completed in 20211 • Pilot development |
Pilot dev. | |||||||||
| Aje | • Field re-development: replace FPSO, pipeline to shore, PetroNor as technical operator • Targeted FID 2021 |
FPSO, 3-5 wells, pipeline to shore |
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| ES TI VI TI C A R E H T O |
Exploration | • Gambia A4 • Senegal arbitration • Guinea Bissau, Sinapa/Esperança |
Solving arbitration | Drill/drop decision | Firm commitment well Drill-ready prospect |
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| portfolio | • High basin exploration activity by 3rd parties increases value and attractiveness of the basin • Opportunities for portfolio optimisation |
Exploration drilling in basin |
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| M&A / Business development |
• Several ongoing and identified BD/M&A initiatives |
Ongoing M&A / BD initiatives |
Sub-Saharan Africa focused E&P independent with proven track record
Full-cycle platform: Sizeable production with significant growth potential from existing assets
Strong operational experience combined with strong partnerships and local network in Africa
Targeting transformational growth through focused M&A
Well positioned to deliver near-term growth and shareholder value
Investing in the Shares involves a high degree of risk. Before making an investment decision, the following risk factors and all other information contained in this Company Presentation, including the financial statements and related notes, should be carefully considered by prospective investors.
For the purpose of these risk factors, the term "Group" includes the Company and its subsidiaries and its business, results of operations, cash flows, financial condition and/or prospects. The risks and uncertainties described below are the principal known risks and uncertainties faced by the Group as of the date of this Company Presentation that the Company believes are the material risks relevant for an investment in the Shares. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of their investment. Prior to investing in the Shares, the investors should ensure that they fully understand the terms of the transaction and all risks that are related to an investment in a company with such characteristics as the Company. Each prospective investor should make its own assessment as to the suitability of investing in the Shares and should consult his or her own advisors as to the legal, tax, business, financial and related aspects of an investment in the Shares. The absence of a negative past experience associated with a given risk factor does not mean that the risks and uncertainties described herein should not be considered prior to making an investment decision.
If any of the following risks were to materialise, individually or together with other circumstances, they could have a material and adverse effect on the Group and/or its business, results of operations, cash flows, financial condition and/or prospects, which may cause a decline in the value and trading price of the Shares.
The risks and uncertainties described below are sorted into a limited number of categories, where the Company has sought to place each individual risk factor in the most appropriate category based on the nature of the risk it represents and where the risk factors deemed most material for the Group, taking into account their negative affect for the Group and the probability of their occurrence, are set out first.
Shares in Tranche 1 and Tranche 2b will be resolved issued by the Company's board of directors, whereas issue of shares in Tranche 2a will be subject to approval by the Company's extraordinary general meeting scheduled to be held on or about 5 April 2021. Similarly, Tranche 2b is conditional upon completion of Tranche 2a. Thus, there is a risk that Tranche 2a and Tranche 2b will not be completed. Allocation of Shares in Tranche 1 will be binding and final even if Tranche 2a and Tranche 2b is not completed, and hence investors will not be able to withdraw their application in such event.
The Group participates or expects to participate in oil and gas projects in countries in West Africa with emerging economies, such as Congo Brazzaville, Nigeria, The Gambia, Senegal and Guinea-Bissau. Oil and gas exploration, development and production activities in such emerging markets are subject to significant political and economic uncertainties that may have a material adverse effect on the Group. Uncertainties include, but are not limited to, the risk of war, terrorism, expropriation, nationalization, renegotiation or nullification of existing or future licences and contracts, changes in crude oil or natural gas pricing policies, changes in taxation and fiscal policies, imposition of currency controls and imposition of international sanctions. Travel bans, asset freezes or other sanctions may be imposed and have historically been imposed on countries in which the Group operates.
The jurisdictions in which the Group operates may also have less developed legal systems than more established economies which could result in risks such as (i) effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute, being more difficult to obtain; (ii) a higher degree of discretion on the part of governmental authorities; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative inexperience of the judiciary and courts in such matters. In certain jurisdictions the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to the Issuer's licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.
These risk factors, all of which are beyond the Group's control, could have a material adverse effect on the Group's business, prospects, financial position and/or results of operations.
The jurisdictions in which the Group has operations have a low score on Transparency International's Corruption Perception Index, which implies that these countries are perceived as jurisdictions where there is a higher risk of corruption. The Group's current assets are located in Congo Brazzaville, the Gambia and Senegal. In addition, the Group has entered into a definitive agreement to acquire assets in Nigeria (which is subject to completion), and has also, subject to government approval, purchased an entity which will allow the Group to assume 78.57% operatorship of certain licences in Guinea-Bissau. The Group may also target acquisitions in other countries in Africa. The production sharing or other licencing contracts in such jurisdictions may provide for payments to the Governments and/or national oil companies (farm-in fees, signature bonuses, taxes, training budgets, equipment budgets, carry of certain expenditures etc). Furthermore, the Group has a number of consultants working for it in the area. Although the Group believes all its consultancy agreements are entered into on clear and transparent terms, there is a risk that agents or other persons acting on behalf of the Group may engage in corrupt activities without the knowledge of the Group. Under applicable laws relating to the Group's assets, local participation is or may be required in the oil and gas sector, but it may prove difficult to always receive final confirmation as to who the ultimate owners and affiliations of such local partners are. Through the Group's investigation, it has not been possible to substantiate ultimate ownership and affiliations of all, current local partners in Congo and there can be no assurance that there are no government affiliations within the ultimate shareholders of the local partners in Congo.
Corrupt practices of third parties or anyone working for the Group or any of its affiliated parties, or allegations of such practices, may have a material adverse effect on the reputation, performance, financial condition, cash flow, prospects and/or results of the Group.
The Group's business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises. In December 2019, COVID-19 was reported to have surfaced in Wuhan, China; on January 30, 2020, the World Health Organization ("WHO") declared the outbreak a global health emergency; and on March 11, 2020 the WHO declared the outbreak of COVID-19, a global pandemic. The outbreak has spread throughout most of the world, and COVID-19 has led companies and various international jurisdictions to impose restrictions such as quarantines, business closures and travel restrictions. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.
Public health crises can result in volatility and disruptions in the supply and demand for oil and natural gas, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation. In particular, crude oil prices dropped significantly in response to the outbreak of COVID-19. The risks to the Group of public health crises, including the COVID-19 pandemic, also include risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak.
The COVID-19 pandemic has had a negative impact on the Group's business, and although the extent to which the COVID-19 pandemic has impacted, or may in the future impact, the Group is uncertain, it is possible that the pandemic may have a material adverse effect on the Group's business, results of operations and financial condition.
1.3.2 The Group's business, results of operations, value of assets, reserves, cash flows, financial condition and access to capital depend significantly upon, and may be adversely affected by, the level of oil and gas prices, which are highly volatile
The Group's revenues, cash flow, reserve estimates, profitability and rate of growth depend substantially on prevailing international and local prices of oil and gas. Prices for oil and gas may fluctuate substantially based on factors beyond the Group's control. Consequently, it is impossible to accurately predict future oil and gas price movements. Oil and gas prices are volatile and have witnessed significant changes in recent years, for many reasons including, but not limited to, changes in global and regional supply and demand, geopolitical uncertainty, availability of equipment and new technologies, weather conditions and natural disasters, terrorism as well as global and regional economic conditions. Sustained lower oil and gas prices or price declines may inter alia lead to a material decrease in the Group's net production revenues.
Sustained lower oil and gas prices may also cause the Group to make substantial downward adjustments to its oil and gas reserves. If this occurs, or if the Group's estimates of production or economic factors change, the Group may be required to write-down the carrying value of its proved oil and gas properties for impairments. In addition, the depreciation of oil and gas assets charged to its income statement is dependent on the estimate of its oil and gas reserves. If oil and gas prices remain depressed over time, it could also reduce the Group's ability to raise new debt or equity financing or to refinance any outstanding loans on terms satisfactory, or at all.
Included in this Company Presentation is information relating to the reserves and resources of certain of the Group's assets. Reserves are defined as the volume of hydrocarbons that are expected to be produced from known accumulations in production, under development or with development committed. Reserves are also classified according to the associated risks and probability that the reserves will be actually produced.
Many of the factors in respect of which assumptions are made when estimating reserves and resources are beyond the Group's control and therefore these assumptions may prove to be incorrect over time. For example, sustained lower oil and gas prices may cause the Group to make substantial downward adjustments to its oil and gas reserves and resources. If this occurs, or the Group's estimates of production or economic factors change, the Group may be required to write-down the carrying value of its proved oil and gas properties for impairments. In addition, the depreciation of oil and gas assets charged to its income statement is dependent on the estimate of its oil and gas reserves.
If the assumptions upon which the estimates of the Group's oil and gas reserves or resources are based prove to be incorrect, the Group may be unable to recover and/or produce the estimated levels or quality of oil or gas set out in this Company Presentation, which could have a material adverse effect on the Group's business, prospects, financial condition or results of operations.
The future success of the Group depends in part on its ability to find and develop or acquire additional reserves that are economically recoverable, which is dependent, inter alia, on oil and gas prices. Oil and gas exploration and production activities are capital intensive and inherently uncertain in their outcome. The Group's offshore exploration acreage is located in largely unexplored sections of the West African deep water margin.
Some of the Group's projects are in an early exploration stage, and there is a risk that any future exploration programs on these and any licences the Group may acquire in the future (whether offshore or onshore) may be unsuccessful and may not discover commercial quantities of hydrocarbons.
Drilling oil and gas wells (whether offshore or onshore) is by its nature highly speculative, may be unprofitable and may result in a total loss of the investments made by the Group. In particular, completed wells may never produce oil or gas or may not produce sufficient quantities or qualities of oil and gas to be profitable or commercially viable. Moreover, geological formations and proximity with neighbouring fields may result in a regulatory requirement to unitize the licence area with a neighbouring field. Such processes may prove complex, and thereby cause delays and uncertainties in respect of the Group's ultimate interest in the unitized field.
Under applicable laws and regulations in certain of the countries where the Group operates, the Group will be required to renew its licences with respect to exploration activities. In addition, the Group would be required, subject to commercial petroleum discoveries being made, to apply for exclusive exploitation authorisations. For example, the current license partnership on PNGF SUD has through an umbrella agreement the right to negotiate in good faith the license terms of the adjent PNGF Bis license. Further, the permits relating to the Aje field for which the Company has entered into a definitive agreement to acquire an interest, the completion of which still being subject to the fulfilment of certain conditions, expire 30th June 2021.
If any of these exploration and production licences, or any other licenses of the Group, are not renewed or granted or exclusive exploitation authorisations are not obtained or upheld, the Group would be required to cease operations of the affected well or production facility. The loss of some or all of the Group's licences may have a material adverse effect on the Group's financial condition, business, cash flow, prospects and/or results.
Further, the Group's licence interests for the exploration and exploitation of hydrocarbons will typically be subject to certain financial obligations or work commitments as imposed by local authorities. The existence and content of such obligations and commitments may affect the economic and commercial attractiveness for such licence interest. No assurance can be given that local authorities do not unilaterally amend current and known obligations and commitments. If such amendments are made in the future, the value and commercial and economic viability of such interest could be materially reduced or even lost, in which case the Group's financial position and future prospects could also be materially weakened.
The Group is, and may from time to time be, involved in legal disputes and legal proceedings related to the Group's operations or otherwise. To the extent the Group becomes involved in legal disputes in order to defend or enforce any of its rights or obligations under its licences, agreements or otherwise, such disputes or related litigation may be costly, time consuming and the outcome may be highly uncertain. Furthermore, legal proceedings could be ruled against the Group and the Group could be required to, inter alia, pay damages, halt its operations, stop its expansion projects, etc. It is further a risk that the Group could become involved in legal disputes with uninsured third parties. Even if the Group would ultimately prevail (which cannot be assured), such disputes and litigation may have a substantially negative effect on the Group, its financial condition, cash flow, prospects and/or its operations. The occurrence of any such event could have a material adverse effect on the Group's business, prospects, financial position and/or results of operations.
As at the date of this Company Presentation, the Group is involved, inter alia, as the claimant in ICSID arbitration case ARB/18/24 in relation to its 90% interest in the Rusfique Offshore Profond block ("ROP") and the Offshore Sud Profond block ("SOSP") licences in Senegal, an arbitration case which has been suspended for a further two months from 2 February 2021. The Group is dependent on a successful outcome of the negotiation with the Senegalese government or a successful outcome in the arbitration case in order to have its respective licences re-instated. The Group has no control over the outcome of the arbitration case. Should the outcome of the negotiations or the arbitration case be unfavourable to the Group, this will have a material adverse effect on the Group's financial condition, business, cash flow, prospects and/or results.
Hemla Africa Holding AS ("HAH") is in dispute with a former employee of Hemla E&P Congo S.A. ("HEPCO") concerning a claim for (indirect) ownership in HEPCO. The former employee argues that he is entitled to an (indirect) ownership position in HEPCO, including past dividends taking such ownership position into account. The former employee has filed the claim before the Commercial Court in Pointe-Noire. He has also filed a petition for arrest, relating to HAH's shares in HEPCO. The claim is based on an alleged promise of shares in HEPCO. The claim is disputed.
HAH has recently taken control of an additional 9,900 shares in Hemla E&P Congo S.A., shares previously held by the minority shareholder, MGI International S.A. ("MGI"), and through that increased its net ownership in the PNGFS Sud licenses from 10.5% to 11.9% and in the PNGF Bis licenses from 14.7% to 16.7%. This follows a default concerning a debt arrangement between HAH as lender and MGI as borrower, where the shares were pledged in favour of HAH. The default has been disputed by MGI and has been subject to several court proceedings in the Republic of Congo, all of which have resulted in rulings in the favour of HAH. It is expected that MGI will make a further appeal, and with the final outcome and timing of such further appeal ruling being uncertain. Should MGI appeal and the outcome of such appeal process be in favour of MGI, it is expected that HAH would have to transfer ownership of the 9,900 shares in HEPCO back to MGI. While there are no legal restrictions on the ability of HAH to exercise ownership rights over the shares in question, it cannot be ruled out that there will be additional legal processes and action taken by MGI that could influence HAH's ownership to these shares.
Under each licence, the Group is liable on a joint and several basis together with its licence partners for the liabilities of the licence group (including but not limited to decommissioning liabilities). Whilst such joint and several liability is regulated among the licence group through the joint operating agreement, failure by a licence partner to satisfy its obligations may ultimately result in the other licence partners (including the Group) being liable for such failure and therefore increase the Group's exposure related to the licence in question. As a consequence of joint and several liabilities, any failure by a licence partner to satisfy any significant obligations may have a material adverse effect on the Group's business, financial condition, operating results and/or cash flow.
Oil and natural gas exploration, development, and production operations are subject to associated risks and hazards, such as fire, explosion, blowouts, gas leakages and oil spills, each of which could result in substantial damage to oil and natural gas wells, production facilities, other property, and the environment or personal injury. Insurance against all risks associated with oil and gas production is not available or affordable. The Group will maintain insurance where it is considered appropriate for its needs, however, it will not be insured against all risks either because appropriate cover is not available or because the Group considers the required premiums to be excessive having regard to the assumed benefits that would accrue. The Group may incur material uninsured losses or damages that may have a material adverse effect on the Group's financial condition, business, cash flow, prospects and/or results.
PSCs are common contracts signed between a government and a resource extraction company. The Group has entered into certain PSCs with local governments. Accordingly, the production resulting from oil operations must be shared between the Group and such government. The local governments also have an option to increase its participation in the relevant licences. The sharing of the production will naturally affect the profitability of the Group and/or the amount of profits from the project that will flow to the Company and its shareholders. This could be affected further if the government decides to increase its participation or the size of its share.
The Group's license interests for the exploration and exploitation of hydrocarbons will typically be subject to certain financial obligations or work commitments as imposed by local authorities. The existence and content of such obligations and commitments may affect the economic and commercial attractiveness for such license interest. No assurance can be given that local authorities do not unilaterally amend current and known obligations and commitments. If such amendments are made in the future, the value and commercial and economic viability of such interest could be materially reduced or even lost, in which case the Group's financial position and future prospects could also be materially weakened. The Group's current or future development projects are associated with risks relating to delays, cost inflation, potential penalties and regulatory requirements. Development projects inter alia involve complex engineering, procurement, construction work, drilling operation to be carried out and governmental approvals obtained prior to commencement of production. The exploration and development periods of a license are commonly associated with higher risk, requiring high levels of capital expenditure without a commensurate degree of certainty of a return on that investment. The complexity of offshore development projects also makes them very sensitive to delays or costs increases. Current or future projected target dates for production may be delayed and significant cost overruns may incur. The Group's estimated exploration costs are subject to a number of assumptions that may not materialize. Such factors may again impact to what extent fields to be developed are fully funded or remain commercially viable, and consequently could result in breach by the Group of its obligations and/or require the Group to raise additional debt and/or equity. Any delays, cost increases or other negative impact relating to the current or future development projects of the Group, may have a material adverse effect on its business, results of operations, cash flow, financial condition and prospects.
Currently, all of the Group's production comes from fields in the PNGF Sud asset in Congo Brazzaville. The Aje Transaction, if completed, will add producing asset in Nigeria. Under any circumstance, the Group's operations and cash flow will be restricted to a very limited number of fields. If mechanical or technical problems, storms, shutdowns or other events or problems affect the current or future production of the current producing assets of the Group, or new fields coming into production, it may have direct and significant impact on a substantial portion of the Group's production and hence the Group's revenue, profits and financial position as a whole. Further, if the actual reserves associated with any one of the Group's fields are less than anticipated, this may result in material adverse effects for the Group, including on the Group's ability to make new investments and raise financing.
One of the Group's strategies is to create inorganic growth through acquisitions. Attractive acquisition targets may not be available, or may only be available on unfeasible terms for the Group. Further, should the Group be able to complete acquisitions, such acquisitions may not be as successful as first expected and may under any circumstances require substantial attention by management and incur substantial integration costs post completion. If the strategy to grow the Group inorganically is not successful or does not prove as effective as first expected, the Group's future prospects and financial position may be negatively affected.
There is continued and increased attention to climate change from all sectors of society. This attention has led, and is likely to continue to lead, to additional regulations designed to reduce greenhouse gas ("GHG") emissions and potential demand for fossil fuels. International agreements (for example, the Paris Accord and the Kyoto Protocol) and national and/or regional legislation and regulatory measures (for example, carbon taxes, cap-and-trade or efficiency standards) to limit or reduce GHG emissions are currently in various stages of discussion or implementation and it is difficult to predict with certainty their timing and outcome.
It is expected that a growing share of the Group's GHG emissions will be subject to regulation, resulting in increased compliance costs and operational restrictions. It is also expected that GHG emissions regulation will focus more on suppressing demand for fossil fuels by creating greater incentives for the use of alternative energy sources. Any reduction in demand for fossil fuels, as a consequence of such increased attention to climate change, could result in declining demand for the Group's products. This may in the long-term jeopardize or even impair the implementation and operation of the Group's businesses, adversely impacting the Group's operating and financial results and limiting some of the Group's growth opportunities.
If the Group is unable to find economically viable, as well as publicly acceptable, solutions that reduce its greenhouse gas emissions and/or the greenhouse gas emissions intensity of new and existing projects in response to compliance obligations, this may result in delayed or cancelled projects, and/or reduced production and reduced demand for fossil fuels, which could have a material adverse effect on the Group's business, results of operations, financial condition or prospects.
In general, the Group's operations are subject to risks which are typical for the offshore oil and gas industry, all of which may have a material adverse effect on the Group's operations, cash flow and financial position, including but not limited to risks relating to:
• Extension of existing licenses and permits, including whether any extensions will be subject to onerous conditions;
• delays, cost inflation, potential penalties and regulatory requirements with respect to exploration, development projects and production of hydrocarbons, and hydrocarbon production may be restricted, delayed or terminated due to a number of internal or external factors;
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by maintaining adequate cash reserves from funds raised in the market and by continuously monitoring forecast and actual cash flows.
Notwithstanding the Group's efforts to manage the liquidity risk, there can be no assurance that the Group will have, or be able to secure, sufficient funding to meet its financial obligations as they fall due and such failure could have a material adverse effect on the Group's financial condition, business, cash flow, prospects and/or results and may entail that the Group would not be able to continue as a going concern. In the event that the Group is not able to continue as a going concern, there can be no assurance that the Group will be able to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in its financial reports.
The Group is exposed to currency risk on contracts that are denominated in a currency other than the respective functional currencies of the entities making up the Group, which is primarily the United States Dollar (USD). The Group has not purchased any derivative financial instrument to hedge such risks and may as a result incur material losses. Thus, the Group's financial statements and financial condition can be significantly adversely affected by movements in the USD/NOK and USD/GBP exchange rates.
The Group's activities are and will continue to be capital intensive. The Group expects future investments into existing and new hydrocarbon assets to be served by cash-flow from ongoing operations. However, it is also expected that the Group will look to raise debt to part-fund future growth. Such debt may not be timely available, or only be available at terms which are unattractive or makes investments less profitable than first expected. Restrictions in raising, or the unavailability of, debt may prevent the Group from growing as planned and may make the Group to forego or lose attractive opportunities, which in turn could have a negative impact on the Group's financial position and future prospects.
The Group may in the future incur debt or other financial obligations which could have important consequences to its business and holders of the Shares, including, but not limited to:
• making it difficult to satisfy the Group's obligations with respect to such indebtedness;
• increasing the Group's vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions;
• adversely affecting the Group's competitive position if its debt burden is higher than that of its competitors.
Each potential investor in the Shares must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Shares, the Group and its business; (ii) have access to and knowledge of the appropriate analytical tools to evaluate an investment in the Shares; (iii) have sufficient financial resources and liquidity to bear the risks associated with investment in the Shares; (iv) understand the behaviour of the relevant financial markets; and (v) be able to evaluate possible scenarios for economic interest rate and other factors that may affect its investment.
From time to time, the Shares experience low trading volumes, despite being listed on Oslo Euronext Expand. Historically, the relative size of Shares being "freely floated" (meaning Shares not controlled by shareholders having more than 10% of the total shares and shares held by management, directors, key employees and certain other stakeholders in the company, and their respective affiliates) have been lower than the general requirement on Oslo Euronext Expand (which is 25%). Although recently the Company has achieved a free float in excess of 25%, the trading volume in the Shares may still be limited, which in turn may result in the market capitalization of the Company being lower compared to a situation with high trading volumes. Also, no assurances can be given that the free float in the future not will become lower than 25%.
The Company has two major shareholders. Assuming completion of Tranche 2a and Tranche 2b, and thus the full Private Placement, Petromal and NOR are expected to continue to own approximately 38% and 20 % of the issued share capital of the Company, respectively. In addition, shares are held by entities controlled by the shareholders of NOR (i.e. Knut Søvold and Gerhard Ludvigsen) or their affiliates. As major shareholders of the Company, Petromal and NOR will in their capacity as such have the ability to significantly influence the outcome of matters submitted for vote in the general meetings. The commercial goals and interests of Petromal and NOR as shareholders and the commercial goals and interest of the Company and/or the other shareholders may not always be aligned.
The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Company's control, including quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, significant contracts, acquisitions or strategic relationships, significant sell-down by one or more of the Company's larger shareholders, negative publicity about the Group, its services or its competitors, lawsuits against the Group, reversal of favourable court decisions, unforeseen liabilities, changes to the regulatory environment in which the Group operates or general market conditions. These fluctuations may materially affect the price of the Shares.
1.5.5 Future issuances of Shares or other securities may significantly dilute the holdings of shareholders and U.S. holders of Shares may not be offered to subscribe new Shares
The Company may in the future decide, or may be required, to offer additional Shares or other securities in order to finance its operations, participation in new capital-intensive projects, or in connection with unanticipated liabilities, losses or expenses or for any other purposes. There are no provisions in the Company's Constitution or the Australian Corporations Act which grants pre-emptive rights for share issues. Therefore, any additional offering could significantly reduce the proportionate ownership and voting interests of holders of Shares, as well as the earnings per Share and the net asset value per Share of the Company, and any offering by the Company could have a material adverse effect on the market price of the Shares.
In addition, U.S. holders of the Shares, and possibly holders of Shares in other jurisdictions as well, may not be offered the right to subscribe new Shares unless a registration statement under the Securities Act (or similar provisions in other jurisdictions) is effective with respect to such rights or Shares, or an exemption from the registration requirements of the Securities Act is available. The Company is not currently subject to the reporting requirements of the U.S. Securities and Exchange Act of 1934 (the "U.S. Exchange Act"), or any other foreign jurisdiction reporting requirements, and currently has no intention to subject itself to such reporting. If U.S. holders of the Shares, or possibly holders of Shares in other jurisdictions, are not able to subscribe new Shares in any issue of shares by the Company, such shareholder's proportionate ownership interests in the Company will be diluted.
The Company currently anticipates that it will retain all future earnings, if any, to finance the growth and development of its business. The Company does not intend to pay cash dividends in the foreseeable future. Any payment of cash dividends will depend upon the Group's financial condition, capital requirements, earnings and other factors deemed relevant by its Board and general meeting of shareholders.
Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote for such Shares (represented by Depositary Receipts issued with the VPS) unless their ownership is re-registered with the VPS in their names in sufficient time prior to the Company's general meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice of a general meeting in time to instruct their nominees to either effect a re-registration of their Depositary Receipts or otherwise vote for their Shares in the manner desired by such beneficial owners.
The Shares have not been registered under the Securities Act or any US state securities laws or in any other jurisdiction outside of Australia and Norway and are not expected to be registered in any such jurisdiction in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act and applicable securities laws. Investors in the United States should proceed on the assumption that they must bear the economic risk of any investment in the Shares for an indefinite period of time. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings in the Company.
According to statutory Australian law, foreign ownership of substantial interests in Australian companies is subject to prior approval by the Australian Foreign Investment Review Board ("FIRB"). The regulation applies to all Australian incorporated companies valued in excess of AUD 252 million by either (i) market capitalisation and/or (ii) consolidated total assets on the balance sheet. Currently, the Company does not satisfy any of the two criteria. Accordingly, the Company is not presently required to notify and obtain the approval of FIRB in relation to an acquisition of shares which result in a foreign person acquiring a controlling interest in the Company.
Any payments of dividends on the Shares may be declared by the Company in USD or AUD; however, such dividends distributed by the Company's registrar with the Norwegian Central Securities Depository (the "VPS"), being DNB Bank ASA (the "VPS Registrar"), through the VPS to shareholders with an address in Norway or shareholders holding NOK bank accounts will be distributed in NOK. Shareholders registered in the VPS and whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will receive dividends by cheque in a local currency or in USD (following first conversion to NOK). Accordingly, the investors are subject to adverse movements in AUD, NOK and/or USD against their local currency.
In connection with the Company's listing on Oslo Euronext Expand (previously known as Oslo Axess), the Company established a facility for the registration of beneficial interests representing the shares of the Company with the VPS (reflected in the form of Depositary Receipts and defined as "Shares" in this Company Presentation). The Company has appointed DNB Bank ASA as its VPS Registrar in accordance with the Registrar Agreement. The VPS Registrar will be deemed a beneficial shareholder through a nominee arrangement with Citibank Melbourne (the "Australian Custodian") where the Australian Custodian is recorded as the shareholder in the Company's Issuer Sponsored Sub-register.
Shareholders must exercise voting rights through the VPS Registrar which in turn will instruct the Australian Custodian. Exercising of other shareholder rights through the VPS Registrar and the custodian arrangement is limited. In order to exercise full shareholder rights the shareholders must transfer their shareholding from the VPS to a registered holding on the Company's share register.
The Company cannot guarantee that the VPS Registrar will be able to execute its obligations under the Registrar Agreement. Any such failure may inter alia limit the access for, or prevent, shareholders to exercise the voting rights attached to the underlying shares of the Company. The VPS Registrar may terminate the Registrar Agreement by three months prior written notice. Furthermore, the VPS Registrar may terminate the Registrar Agreement with immediate effect if the Company does not fulfil its payment obligations to the VPS Registrar or commits any other material breach of the Registrar Agreement. In the event that the Registrar Agreement is terminated, the Company will use its reasonable best efforts to enter into a replacement agreement for purposes of permitting the uninterrupted listing on Oslo Euronext Expand. There can be no assurance, however, that it would be possible to enter into such an agreement on substantially the same terms or at all. A termination of the Registrar Agreement could, therefore, materially and adversely affect the Company and the shareholders. The Registrar Agreement limits the VPS Registrar's liability for any loss suffered by the Company. The VPS Registrar disclaims any liability for any loss attributable to circumstances beyond the VPS Registrar's control, including, but not limited to, errors committed by others. The VPS Registrar is liable for direct losses incurred as a result of the VPS Registrar's negligence. Thus, the Company and the shareholders may not be able to recover its entire loss if the VPS Registrar does not perform its obligations under the Registrar Agreement.
The Company is incorporated in Australia. As a result, the rights of any person holding Shares will be governed by the laws of Australia and the Constitution of the Company. The laws of Australia differ from those established under statutes or judicial precedents in existence in other jurisdictions. Such differences may result in the Company's minority shareholders having less protection than they would have under the laws of other jurisdictions.
As the Company is incorporated under the laws of Australia, an insolvency proceeding relating to the Company, even if brought in another jurisdiction, would likely involve Australian insolvency laws. The procedural and substantive provisions of such laws may differ from comparable provisions of those of other jurisdictions in which investors are familiar. The return for Shareholders in a bankruptcy proceeding is highly uncertain and will depend on the ability of the bankruptcy estate to realize the values of any unsecured assets, including the value obtainable in the market in a distressed situation and statutory restrictions imposed on the bankruptcy estate. Any of the issues described above may lead to a significant or total loss on an investment in the Shares.
The current Australian jurisdiction of the Company is due to historical reasons and the Company, the Group or its business has no other link to Australia. The Board has decided, and the shareholders of the Company may approve, a change in domicile and jurisdiction of the Company to Norway or another country within the European Union. It is not possible to predict with any certainty when a new domicile and jurisdiction would be implemented at this stage (if implemented at all). If such a change is effected, no assurances can be given that shareholders may not be negatively affected. Such negative effects may relate to taxation, local reporting requirements, shareholder minority rights and other elements of owning Shares in the Company.
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