THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION
VAALCO ENERGY, INC. ANNOUNCES CLOSING OF
ACCRETIVE ALL CASH SVENSKA ACQUISITION
HOUSTON - April 30,
2024 - VAALCO Energy, Inc. (NYSE: EGY; LSE: EGY)
("VAALCO" or the
"Company") today announced
that it has closed the acquisition of Svenska Petroleum Exploration
AB ("Svenska"), an
exploration and production ("E&P") company based in Stockholm,
Sweden (the "Acquisition").
As previously disclosed, Svenska's primary asset is a 27.39%
non-operated working interest in the deepwater producing Baobab
field in Block CI-40, offshore Cote d'Ivoire in West Africa. Net
purchase price of $40.2 million was fully funded by cash on hand
with no issuance of debt or equity.
Transaction
Highlights:
·
Immediately accretive to shareholders on key metrics:
o Following the planned
shutdown for maintenance in April, the Baobab field is back on
production with a current rate in excess of 5,000 VAALCO working
interest ("WI") barrels of
oil equivalent per day ("BOEPD") (99% oil);
o Includes estimated 1P WI
CPR reserves as of October 1, 2023, of 13.0 million barrels of oil
equivalent ("MMBOE") (99%
oil) and total 2P WI CPR reserves at October 1, 2023, of 21.7
million MMBOE (97% oil);1 and
·
Strategically expands West African focus area with a sizeable
producing asset that has significant upside potential and
considerable future development opportunities in Cote d'Ivoire, a
well-established and investment-friendly country.
George Maxwell,
VAALCO's Chief Executive Officer commented, "We are very
pleased to have closed this highly accretive acquisition in less
than two months. We continue to enhance our diversified portfolio
by building size and scale that allows VAALCO to generate
significant free cash flow and execute our strategic vision. We are
excited to be partnering with Petroci and Canadian Natural
Resources International, and believe the Baobab field in Cote
d'Ivoire is an outstanding asset with significant upside potential.
We will be incorporating the production, revenue and related
operating expenses from the acquisition into our Q2 2024 and full
year 2024 guidance that we will discuss in our upcoming first
quarter earnings release and conference call in early May. This is
highly accretive on key metrics to our shareholder base and
provides another strong asset to support future growth. We continue
to have no bank debt and we will use our strong balance sheet to
fund our growth activities, all while returning value to our
shareholders."
Advisors
VAALCO retained Stifel as sole financial advisor, and
Mayer Brown International LLP as legal counsel.
Svenska Petroleum Exploration AB retained Evercore
Partners International LLP and GKA Advisors LLP as financial
advisers and Fieldfisher LLP as legal counsel.
About
VAALCO
VAALCO, founded in 1985 and
incorporated under the laws of Delaware, is a Houston, Texas, USA
based, independent energy company with a diverse portfolio of
production, development and exploration assets across Gabon, Egypt,
Cote d'Ivoire, Equatorial Guinea and Canada.
For Further
Information
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VAALCO Energy, Inc. (General and Investor
Enquiries)
|
+00 1 713 543 3422
|
Website:
|
www.vaalco.com
|
|
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Al
Petrie Advisors (US Investor Relations)
|
+00 1 713 543 3422
|
Al Petrie / Chris Delange
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Buchanan (UK Financial PR)
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+44 (0) 207 466 5000
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Ben Romney / Barry Archer
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VAALCO@buchanan.uk.com
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|
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Stifel (Financial Advisor)
Callum Stewart / Simon
Mensley
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+44 (0) 20 7710 7600
|
Endnote
1. Reserves
estimates in this announcement were prepared in accordance with the
definitions and guidelines set forth in the 2018 Petroleum
Resources Management Systems approved by the Society of Petroleum
Engineers. See "Oil and Natural Gas Reserves" for further
information.
Forward Looking Statements
This announcement includes
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which are intended to be covered by the safe
harbors created by those laws and other applicable laws. Where a
forward-looking statement expresses or implies an expectation or
belief as to future events or results, such expectation or belief
is expressed in good faith and believed to have a reasonable basis.
All statements other than statements of historical fact may be
forward-looking statements. The words "anticipate," "believe,"
"estimate," "expect," "intend," "forecast," "outlook," "aim,"
"target," "will," "could," "should," "may," "likely," "plan,"
"probably" or similar words may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements
in this announcement may include, but are not limited to,
statements relating to (i) expectations and estimates of future
drilling, production and sales of crude oil and natural gas; (ii)
expectations regarding VAALCO's ability to effectively integrate
assets and properties it has acquired as a result of the
Acquisition into its operations; (iii) expectations of future
balance sheet strength; and (iv) expectations of future plans,
priorities, focus and benefits of the Acquisition. Such
forward-looking statements are subject to risks, uncertainties and
other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by
the forward-looking statements. These risks and uncertainties
include, but are not limited to: risks relating to any unforeseen
liabilities of the Svenska; the outcome of any cost audits
undertaken by the Cote d'Ivoire government; timing and amounts of
any decommissioning or other wind up costs relating to any acquired
Nigerian assets; declines in oil or natural gas prices; the level
of success in exploration, development and production activities;
actions of joint-venture partners; adverse weather conditions that
may negatively impact development or production activities; risks
relating to the timing and costs of completion for scheduled
maintenance of the FPSO servicing the Baobab field; the timing and
costs of exploration and development expenditures; inaccuracies of
reserve estimates or assumptions underlying them; revisions to
reserve estimates as a result of changes in commodity prices;
impacts to financial statements as a result of impairment
write-downs; the ability to generate cash flows that, along with
cash on hand, will be sufficient to support operations and cash
requirements; the ability to attract capital or obtain debt
financing arrangements; currency exchange rates and regulations;
actions by joint venture co-owners; hedging decisions, including
whether or not to enter into derivative financial instruments;
international, federal and state initiatives relating to the
regulation of hydraulic fracturing; failure of assets to yield oil
or gas in commercially viable quantities; uninsured or underinsured
losses resulting from oil and gas operations; inability to access
oil and gas markets due to market conditions or operational
impediments; the impact and costs of compliance with laws and
regulations governing oil and gas operations; the ability to
replace oil and natural gas reserves; loss of senior management or
technical personnel; and other risks described under the caption
"Risk Factors" in the Company's 2023 Annual Report on Form 10-K,
filed with the U.S. Securities and Exchange Commission (the "SEC")
on March 15, 2024. There may be additional risks that VAALCO does
not presently know, or that the Company currently believes are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. In
addition, forward-looking statements reflect VAALCO's expectations,
plans or forecasts of future events and views as of the date of
this announcement. Should one or more of these risks or
uncertainties materialize, or should any of the assumptions prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. No obligation is
being undertaken to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Oil and Natural Gas
Reserves
This announcement contains crude oil and
natural gas metrics which do not have standardized meanings or
standard methods of calculation as classified by the SEC and
therefore such measures may not be comparable to similar measures
used by other companies. Such metrics have been included herein to
provide readers with additional measures to evaluate the proposed
Acquisition; however, such measures may not be reliable indicators
of future performance.
WI CPR
Reserves
WI CPR reserves represent proved (1P) and
proved plus probable (2P) estimates as reported by Petroleum
Development Consultants Limited and prepared in accordance with the
definitions and guidelines set forth in the 2018 Petroleum
Resources Management Systems approved by the Society of Petroleum
Engineers. The SEC definitions of proved and probable reserves are
different from the definitions contained in the 2018 Petroleum
Resources Management Systems approved by the Society of Petroleum
Engineers. As a result, 1P and 2P WI CPR reserves may not be
comparable to United States standards. The SEC requires United
States oil and gas reporting companies, in their filings with the
SEC, to disclose only proved reserves after the deduction of
royalties and production due to others but permits the optional
disclosure of probable and possible reserves in accordance with SEC
definitions.
1P and 2P WI CPR reserves, as disclosed herein,
may differ from the SEC definitions of proved and probable reserves
because:
·
Pricing for SEC is the average closing price on the first
trading day of each month for the prior year which is then held
flat in the future, while the 1P and 2P WI CPR pricing is based on
pricing assumptions for future Brent oil pricing for 2023 of $84.5
and up to 2030 the Brent Oil price follows the average of four
available forecasts and assumes flat real thereafter. Oil
price is escalated 2% per year;
·
Lease operating expenses are typically not escalated under
the SEC's rules, while for the WI CPR reserves estimates, they are
escalated at 2% annually beginning in 2024.
Management uses 1P and 2P WI CPR reserves as a
measurement of operating performance because it assists management
in strategic planning, budgeting and economic evaluations and in
comparing the operating performance of Svenska to other companies.
Management believes that the presentation of 1P and 2P WI CPR
reserves is useful to its international investors, particularly
those that invest in companies trading on the London Stock
Exchange, in order to better compare reserve information to other
London Stock Exchange-traded companies that report similar
measures. However, 1P and 2P WI CPR reserves should not be used as
a substitute for proved reserves calculated in accordance with the
definitions prescribed by the SEC. In evaluating VAALCO's business,
investors should rely on VAALCO's SEC proved reserves and consider
1P and 2P WI CPR reserves only supplementally. As a result of the
consummation of the Acquisition, VAALCO will report Svenska's
reserves in accordance with the definitions and regulations
promulgated by the SEC.
Other Oil and
Gas Advisories
Investors are cautioned when viewing BOEs in
isolation. A BOE conversation ratio of six thousand cubic
feet of natural gas to one barrel of oil equivalent (6 MCF: 1 Bbl)
is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value
equivalency at the wellhead. Given that the value ratio based
on the current price of crude oil as compared to natural gas is
significantly different from the energy equivalency of 6:1,
utilizing a conversion on a 6:1 basis may be an incomplete as an
indication of value.
Inside
Information
This announcement contains inside information
as defined in Regulation (EU) No. 596/2014 on market abuse which is
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR") and is made in accordance with the
Company's obligations under article 17 of MAR. The person
responsible for arranging the release of this announcement on
behalf of VAALCO is Matthew Powers, Corporate Secretary of
VAALCO.