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CALGARY, AB / ACCESSWIRE / March 31, 2022 / Valeura Energy Inc. (TSX:VLE)(LSE:VLU) (the "Company" or "Valeura"), an upstream oil and gas company with assets in the Thrace Basin of Turkey, reports its financial and operating results for the three month period ended December 31, 2021 and the year ended December 31, 2021.
The complete quarterly reporting package for the Company, including the audited financial statements and associated management's discussion and analysis ("MD&A") and the 2021 Annual Information Form ("AIF"), are being filed on SEDAR at www.sedar.com and posted on the Company's website at www.valeuraenergy.com.
• Financial position - Cash position of US$40.8 million at December 31, 2021;
• Royalties - Valeura began receiving royalty payments in connection with the sale of its conventional gas producing business in Turkey, amounting to US$0.8 million being invoiced up to December 31, 2021; and
• Strategy - The Company continues to pursue near-term inorganic international growth opportunities and is seeking a suitable partner to farm in to the Company's 20 Tcfe unrisked mean prospective resource deep, tight gas play in Turkey.
FINANCIAL POSITION AND ROYALTY
As of the end of Q4 2021, Valeura had cash and cash equivalent resources totalling US$40.8 million and no debt.
Associated with the sale of its conventional gas producing business in Turkey which closed in Q2 2021, Valeura became entitled to a royalty for up to the next five years of a total amount between US$1.0 and US$2.5 million, tied to local Turkish gas prices. As of December 31, 2021, the Company had invoiced total royalty payments of US$0.8 million. Given the continued strong gas prices in Europe and Turkey, Valeura expects to receive the maximum outstanding royalties for the period of US$1.7 million in Q1 2022 with these royalties recorded in accounts receivable.
Valeura's 20 Tcfe1 tight gas appraisal play in Turkey remains a core part of the Company's portfolio and represents a significant source of potential long-term value. Valeura is continuing its search for a suitable farm-in partner for the tight gas appraisal play and is working with a London-based advisor to assist in the search. The Company believes securing a partner is the most prudent first step before committing significant capital to the next phase of appraisal drilling. Valeura is poised to resume deep drilling operations rapidly upon securing a partner, with several locations already in the advanced permitting stage.
Valeura's exploration licences remain in good standing and are scheduled to expire on June 27, 2023 (after receiving a one-year extension from their original expiration date of June 27, 2022 from the Turkish Government as a result of COVID-19), after which the Company has the option to apply for two additional two-year exploration periods, giving the Company the ability to maintain these licences for up to approximately five more years through work programme commitments. During the current extension period, the Company is required to drill one exploration well on each of the three exploration licences. The one-year extension Valeura received on the exploration licences provides additional flexibility with respect to Valeura's obligations to drill two Banarli exploration wells and one West Thrace exploration well to maintain its deep gas rights, meaning the Company will have no material capital commitments relating to its Turkey assets until mid 2023.
In the nearer-term, Valeura intends to leverage its strong financial position toward growing by way of mergers and acquisitions ("M&A"). The collective international experience of the Company's management and board defines a broad focus area, including jurisdictions with significant deal flow and expected relatively low competition for assets. Valeura is actively pursuing several M&A opportunities, targeting near-term production and cash flow, plus follow-on investment opportunities to enable mid-term growth. The company remains in discussion on several opportunities and will disclose further details in due course as appropriate. The company remains squarely focussed on only executing transactions that will generate material value for shareholders.
1 Unrisked mean prospective resource
ANNUAL AND SPECIAL MEETING
Valeura has tentatively scheduled its annual and special meeting of shareholders for June 23, 2022. Meeting materials will be mailed in April 2022.
ABOUT THE COMPANY
Valeura Energy Inc. is a Canada-based public company currently engaged in the exploration, development and production of petroleum and natural gas in Turkey.
Resource disclosure in this announcement is based on an independent resources evaluation as at December 31, 2018 conducted by DeGolyer and MacNaughton in its report dated March 13, 2019, which was prepared using guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities, as adjusted to reflect Equinor's withdrawal in Q1 2020. Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. The unrisked estimates of prospective resources referred to in this announcement have not been risked for either the chance of discovery or the chance of development. There is no certainty that any portion of the prospective resources will be discovered. If a discovery is made, there is no certainty that it will be developed or, if it is developed, there is no certainty as to the timing of such development or that it will be commercially viable to produce any portion of the prospective resources. Additional resources information is included in the Company's annual information form for the year ended December 31, 2018.
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 in this news release includes, but is not limited to: the Company's expectations regarding the anticipated amount and timing of royalty payments; statements with respect to the Company's deep tight gas play strategy, including management's belief that the play represents a material value proposition, its ability to find another farm- in partner for the play, and its ability to resume appraisal drilling rapidly upon securing a partner; and statements with respect to the Company's inorganic growth strategy, including its ability to leverage its strong financial position and identify and execute on M&A opportunities. In addition, statements related to "resources" are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the resources can be discovered and profitably produced in the future.
Forward-looking information is based on management's current expectations and assumptions regarding, among other things: stability of gas prices and production from the shallow assets used to determine the amount of the royalty payments; approvals forthcoming from the Turkish government in a manner consistent with past conduct; future drilling activity on the required/expected timelines; the prospectivity of the Company's lands, including the deep play; future economic conditions; the ability to meet drilling deadlines and other requirements under licences and leases; and the ability to attract a new partner in the deep play; the ability to identify and execute on attractive merger and acquisition opportunities to support growth. 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 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: reduction in gas prices or production from the shallow assets that impacts the amount of the royalty payments; the potential extension of the Company's exploration licences; inability to secure a new partner for the deep play and execute potential M&A transactions; inability to meet drilling deadlines to hold licences; the risks of further disruptions from the COVID-19 pandemic; uncertainty regarding the contemplated timelines and costs for the deep evaluation; potential changes in laws and regulations, the uncertainty regarding government and other approvals; counterparty risk or payment risk for the royalty; and the risk associated with international activity. The forward-looking information included in this news release is expressly qualified in its entirety by this cautionary statement. See the AIF for a detailed discussion of the risk factors.
The forward-looking information contained in this news 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 news release is expressly qualified by this cautionary statement.
Additional information relating to Valeura is also available on SEDAR at www.sedar.com.
This announcement contains inside information as defined in EU Regulation No. 596/2014, part of UK law by virtue of the European Union (Withdrawal) Act 2018, and is in accordance with the Company's obligations under Article 17 of that Regulation.
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.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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, Monique Perks, Hugo Liddy, Billy Clegg
The management of Valeura Energy Inc. is responsible for the preparation of all information included in the consolidated financial statements and Management's Discussion & Analysis ("MD&A"). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Financial information that is presented in the MD&A is consistent with the consolidated financial statements.
In preparation of the consolidated financial statements, estimates are sometimes necessary because a precise determination of certain assets and liabilities is dependent on future events. Management believes such estimates have been based on careful judgments and have been presented fairly in all material respects.
Management maintains appropriate systems of internal control that provide reasonable assurance that transactions are appropriately authorized, assets are safeguarded from loss or unauthorized use and financial records provide reliable and accurate information for the presentation of the consolidated financial statements.
KPMG LLP, an independent firm of chartered professional accountants, was appointed by the shareholders to audit the consolidated financial statements of Valeura Energy Inc. and provide an independent professional opinion. Their report is presented with the consolidated financial statements herein.
The Board of Directors, through its Audit Committee, has reviewed the consolidated financial statements including notes thereto with management and KPMG LLP. The Audit Committee is composed of independent directors. Valeura Energy Inc.'s Board of Directors has approved the consolidated financial statements based on the recommendation of the Audit Committee.
(signed) "Sean Guest" (signed) "Heather Campbell"
President and CEO CFO
March 30, 2022
INDEPENDENT AUDITORS' REPORT
To the Shareholders of Valeura Energy Inc.
We have audited the consolidated financial statements of Valeura Energy Inc. (the Entity), which comprise:
the consolidated statements of financial position as at December 31, 2021 and December 31, 2020
the consolidated statements of loss and comprehensive income (loss) for the years then ended
the consolidated statements of changes in shareholders' equity for the years then ended
the consolidated statements of cash flows for the years then ended
and notes to the consolidated financial statements, including a summary of significant accounting policies
(Hereinafter referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2021 and December 31, 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditors' Responsibilities for the Audit of the Financial Statements" section of our auditors' report.
We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matter described below to be the key audit matter to be communicated in our auditors' report.
Evaluation of indicators of impairment for exploration and evaluation assets
Description of the matter
We draw attention to note 2(d), note 3(d) and note 7 to the financial statements. At December 31, 2021, the Entity had exploration and evaluation ("E&E") assets of $1.172 million, which are assessed for impairment if facts and circumstances indicate that the carrying amount may exceed its recoverable amount. Judgement is required to assess whether internal or external indicators of impairment exist. Indicators of impairment include, but are not limited to:
The right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed
Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither planned or budgeted
At December 31, 2021, the Entity determined that no indicators of impairment existed with respect to the Entity's E&E assets.
Why the matter is a key audit matter
We identified the evaluation of indicators of impairment for exploration and evaluation assets as a key audit matter. This matter represented an area of significant auditor judgement required in evaluating the internal and external factors included in the Entity's indicators of impairment analysis.
How the matter was addressed in the audit
The following are the primary procedures we performed to address this key audit matter:
Assessed the status of the Entity's rights to explore by discussing with management if any rights were not expected to be renewed and inspecting exploratory licenses and renewals
Assessed if substantive expenditures on further exploration for and evaluation of oil and natural gas resources in each area of interest are planned or discontinued by inspecting internal communications and external correspondence.
Management is responsible for the other information. Other information comprises:
the information included in the Management's Discussion and Analysis filed with the relevant Canadian Securities Commissions.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated.
We obtained the information, included in Management's Discussion and Analysis filed with the relevant Canadian Securities Commissions as at the date of this auditors' report.
If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditors' report.
We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Entity's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Entity's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group Entity to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
Determine, from the matters communicated with those charged with governance, those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors' report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this auditors' report is Jason Stuart Brown.
Chartered Professional Accountants
March 30, 2022
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