RCS - Valeura Energy Inc. - Closing of Bought Deal Financing

TMXAnnouncement

08/02/2023 18:15

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RNS Number : 3628P  Valeura Energy Inc.  08 February 2023

VALEURA ENERGY ANNOUNCES CLOSING OF C$10 MILLION BOUGHT DEAL FINANCING

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES

February 8, 2023 - Valeura Energy Inc. (TSX:VLE) ("Valeura" or the "Company"),
the upstream oil and gas company with assets in the offshore Gulf of Thailand
and the Thrace Basin of Turkey, announces the closing of its bought deal
basis, private placement offering of 3,937,000 common shares of the Company
(the "Common Shares") at a price of C$2.54 per Common Share for aggregate
gross proceeds to the Company of approximately C$10 million, as announced on
January 31, 2023 (the "Offering"). The Offering was led by Research Capital
Corporation as the sole underwriter and sole bookrunner.

Sean Guest, President and CEO of Valeura commented:

"I am pleased to have closed this financing, and grateful to both existing and
new shareholders who have recognised the value proposition presented by an
investment in Valeura shares as we evolve to become a significant Thailand oil
producer.  The net proceeds from the Offering will be used to fund
pre-production operations at the Wassana field, to kick-off the Wassana infill
drilling programme scheduled to begin in Q2 2023, and for general corporate
purposes.

At the same time, our growth ambitions remain on track, including our planned
acquisition of the Thailand upstream oil producing portfolio of Mubadala
Energy by our 87.5%-owned subsidiary company, which we anticipate will close
in Q1 2023, as previously announced."

The Offering was conducted pursuant to the amendments to National Instrument
45-106 - Prospectus Exemptions ("NI 45-106") set forth in Part 5A thereof (the
"Listed Issuer Financing Exemption") to purchasers resident in Canada, except
Québec, and/or other qualifying jurisdictions pursuant to the Listed Issuer
Financing Exemption. The Common Shares offered under the Listed Issuer
Financing Exemption are not subject to resale restrictions pursuant to
applicable Canadian securities laws.

There is an offering document related to the Listed Issuer Financing Exemption
Offering that can be accessed under the Company's profile at www.sedar.com
(http://www.sedar.com) and on the Company's website at
https://www.valeuraenergy.com/ (https://www.valeuraenergy.com/) .

A director and officer of the Company participated in the Offering under
applicable securities laws, acquiring 20,000 Common Shares. Participation by
the insider in the Offering was considered a "related party transaction"
pursuant to Multilateral Instrument 61- 101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company was exempt from the
requirements to obtain a formal valuation and minority shareholder approval in
connection with the insider's participation in the Offering in reliance on
sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as
determined under MI 61-101) of the securities issued under the Offering (and
the consideration paid to the Company therefor) to interested parties (as
defined under MI 61-101) did not exceed 25% of the Company's market
capitalisation (as determined under MI 61-101). A material change report in
connection with the participation of the insider in the Offering will be filed
within 10 days of the closing of the Offering.

This news release does not constitute an offer to sell or a solicitation of an
offer to buy nor shall there be any sale of any of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful. The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to, or for
account or benefit of, U.S. Persons (as defined in Regulation S under the 1933
Act) except pursuant to an available exemption under the 1933 Act and
compliance with, or exemption from, applicable U.S. state securities laws.

 

For further information, please contact:

Valeura Energy Inc. (General Corporate Enquiries)
                      +1 403 237 7102
Sean Guest, President and CEO

Heather Campbell, CFO
Contact@valeuraenergy.com (mailto:Contact@valeuraenergy.com)

Valeura Energy Inc. (Capital Markets / Investor Enquiries)
+1 403 975 6752
Robin James Martin, Investor Relations Manager
                      +44 7392 940495
IR@valeuraenergy.com (mailto:IR@valeuraenergy.com)

Research Capital Corporation (Sole Bookrunner and
Underwriter)           +1 403 750 1280
Kevin Shaw, Managing Director, Investment Banking, Head of Energy Capital
Markets
kshaw@researchcapital.com (mailto:kshaw@researchcapital.com)

Auctus Advisors LLP (Corporate Broker to Valeura)
                     +44 (0) 7711 627 449
Jonathan Wright
Valeura@auctusadvisors.co.uk (mailto:Valeura@auctusadvisors.co.uk)

CAMARCO (Public Relations, Media Adviser to Valeura)
+44 (0) 20 3757 4980
Owen Roberts, Billy Clegg
Valeura@camarco.co.uk (mailto:Valeura@camarco.co.uk)

 

About the Company

Valeura Energy Inc. is a Canada-based public company engaged in the
exploration, development and production of petroleum and natural gas in
Thailand and in Turkey, and is pursuing further inorganic growth in Southeast
Asia.

Additional information relating to Valeura is also available on SEDAR
at www.sedar.com
(https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00014898)
.

 

Advisory and Caution Regarding Forward-Looking Information

Certain information included in this new 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 new release includes, but is not limited to: the expected
use of the net proceeds from the Offering; the filing of a material change
report in connection with the participation of an insider of the Company in
the Offering and the Company's business objectives.

Forward-looking information is based on management's current expectations and
assumptions regarding, among other things: regulatory approval for the
Offering; the completion of the Offering; the ability to successfully re-start
production from the Wassana field; the ability to close the acquisition of
Busrakham Oil and Gas Ltd., a subsidiary of Mubadala Energy, pursuant to the
Company's press release dated December 6, 2022; the continuation of operations
following the COVID-19 pandemic; political stability of the areas in which the
Company is operating; continued safety of operations and ability to proceed in
a timely manner; continued operations of and approvals forthcoming from
governments and regulators in a manner consistent with past conduct; future
drilling activity on the required/expected timelines; the prospectivity of the
Company's lands; the continued favourable pricing and operating netbacks
across its business; future production rates and associated operating netbacks
and cash flow; decline rates; future sources of funding; future economic
conditions; the impact of inflation of future costs; future currency exchange
rates; the ability to meet drilling deadlines and fulfil commitments under
licences and leases and the Company's continued ability to obtain and retain
qualified staff and equipment in a timely and cost efficient manner. In
addition, the Company's work programmes and budgets are in part based upon
expected agreement among joint venture partners and associated exploration,
development and marketing plans and anticipated costs and sales prices, which
are subject to change based on, among other things, the actual results of
drilling and related activity, availability of drilling, offshore storage and
offloading facilities and other specialised oilfield equipment and service
providers, changes in partners' plans and unexpected delays and changes in
market conditions. Although the Company believes the expectations and
assumptions reflected in such forward-looking information are reasonable, they
may prove to be incorrect.

Forward-looking information involves significant known and unknown risks and
uncertainties. Exploration, appraisal, and development of oil and natural gas
reserves and resources are speculative activities and involve a degree of
risk. A number of factors could cause actual results to differ materially from
those anticipated by the Company including, but not limited to: the ability of
management to execute its business plan or realise anticipated benefits from
the Mubadala Acquisition; the risk of further disruptions from the COVID-19
pandemic; competition for specialised equipment and human resources; the
Company's ability to manage growth; the Company's ability to manage the costs
related to inflation; disruption in supply chains; the risk of currency
fluctuations; changes in interest rates, oil and gas prices and netbacks;
potential changes in joint venture partner strategies and participation in
work programmes; uncertainty regarding the contemplated timelines and costs
for work programme execution; the risks of disruption to operations and access
to worksites; potential changes in laws and regulations, the uncertainty
regarding government and other approvals; counterparty risk; the risk that
financing may not be available; risks associated with weather delays and
natural disasters; and the risk associated with international activity. The
forward-looking information included in this new release is expressly
qualified in its entirety by this cautionary statement. See the Company's most
recent AIF and MD&A for a detailed discussion of the risk factors.

The forward-looking information contained in this new release is made as of
the date hereof and the Company undertakes no obligation to update publicly or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, unless required by applicable
securities laws. The forward-looking information contained in this new release
is expressly qualified by this cautionary statement.

Additional information relating to Valeura is also available on SEDAR at
www.sedar.com.

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.

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