Tourmaline Delivers Record Free Cash Flow in Third Quarter 2021

 Tourmaline Oil Corp. (TSX: TOU) ("Tourmaline" or the "Company") is pleased to release  financial and operating results for the third quarter of 2021.

Tourmaline Oil Corp. Logo (CNW Group/Tourmaline Oil Corp.)

HIGHLIGHTS

  • Record quarterly cash flow (1) of $761.3 million and free cash flow (2) of $369.5 million in the third quarter.
  • Current production is ranging between 485,000 – 490,000 boepd; the Company expects to achieve 500,000 boepd by early December, a month earlier than previously anticipated.
  • The Company now expects exit 2021 net debt (3) of approximately $815 million (at current strip pricing (4) ), after giving effect to the special dividend of $0.75 /share ( $247.2 million ) paid on October 7, 2021 . Long term, the Company intends to keep net debt in the $1.0 - $1.2 billion range.
  • The Gundy and Aitken facility expansions will be completed and on production in December 2021 , approximately one month earlier than expected.
  • The Company's original methane emission reduction target of 25% below 2018 levels by 2023 has already been achieved three years ahead of schedule.

PRODUCTION UPDATE

  • Current production is ranging between 485,000 – 490,000 boepd; the Company expects to achieve the exit production target of 500,000 boepd by early December - ahead of schedule.
  • Q3 2021 average production was 456,489 boepd. Force majeure events impacting Pembina's Redwater fractionation facilities and Pembina's Northern NGL pipeline system reduced Q3 average volumes by a total of 2,825 boepd. Pembina's Redwater fractionation facilities and Northern NGL pipeline system have both resumed operations. Because the Pembina Northern NGL pipeline system continued to be offline for the first 11 days of October, expected Q4 average volumes were reduced by 625 boepd; however, Q4 guidance remains in the 485,000 to 495,000 boepd range.
  • The Company expects 2022 average production of 500,000-510,000 boepd (2.31 bcf/day of natural gas, 115,000 bpd of oil, condensate, NGLs).

FINANCIAL RESULTS

  • Third quarter 2021 cash flow was $761.3 million ( $2.32 per fully diluted share) compared to $279.9 million in Q3 2020 ( $1.03 per fully diluted share).
  • Nine-month 2021 cash flow is $1.96 billion ; full-year 2021 cash flow of $3.1 billion is now expected.
  • The Company delivered free cash flow of $369.5 million in Q3 2021 on EP capital spending of $379.7 million .
  • Third quarter 2021 earnings were $361.1 million ( $1.10 per fully diluted share), compared to $4.8 million ( $0.02 per fully diluted share) in Q3 2020.
  • The average Q3 2021 operating netback of $18.35 /boe featured continued strong cash cost (operating, transportation, general and administrative, and interest) control ( $8.72 /boe), coupled with higher prices across the entire product price complex.

CAPITAL PROGRAM AND FINANCIAL OUTLOOK

  • Third quarter 2021 EP capital spending was $379.7 million , compared to guidance of $420.0 million .
  • Full-year 2021 EP capital spending of $1.375 billion and 2022 EP capital spending of $1.125 billion remain unchanged from the previously disclosed forecast.
  • The Company expects exit 2021 net debt of approximately $815.0 million on current strip pricing. Long term, the Company intends to keep net debt in the $1.0 - $1.2 billion range.
  • As previously disclosed, Tourmaline paid a special dividend of $0.75 /share on October 7, 2021 , and also increased the annual base dividend to $0.72 /share. The Company plans further special dividends over the next several quarters, contingent upon commodity prices and free cash flow allocation decisions. Given current strong pricing and the rate of FCF accumulation, Tourmaline expects to pay the next special dividend during Q1 2022.
  • Tourmaline is expecting full-year 2022 cash flow of $4.0 billion yielding free cash flow of $2.8 billion on unchanged EP capital spending of $1.125 billion .

MARKETING UPDATE

  • Average realized natural gas price in Q3 2021 was $3.88 /mcf as the Company benefited from rising commodity prices, select hedging, and the Company's broad natural gas market diversification portfolio throughout North America .
  • Tourmaline has 591 mmcfpd of fixed price hedges for 2022 at a weighted average price of CAD $3.17 /mcf (approximately 25% of 2022 gas volumes), an average of 149 mmcfpd in basis hedges to AECO of USD $(0.07) /mcf, and an average 621 mmcfpd exposed to export markets including Dawn, Iroquois , US Gulf Coast, Empress/McNeill, Chicago , Ventura, Sumas, Malin, and PG&E.
  • The 2022 hedged volumes include approximately 145 mmcfpd of lower-priced hedges acquired in the Modern and Black Swan transactions; 58% of which expire during 2022.
  • Tourmaline has recently acquired additional transportation service for Winter 21/22 and now has a total of 130 mmcfpd exposed to the US Midwest market.
  • In November 2022 , Tourmaline will have 150 mmcfpd exposed to the Gulf Coast market, which will become JKM index exposure in January 2023 . Furthermore, the Company will add an incremental 100 mmcf/d of exposure to the GTN Malin/PG&E markets in November 2022 and 50 mmcfpd in November 2023 .
  • NGL price realizations in Q3 2021 were up 115% over Q3 2020. Tourmaline is Canada's largest NGL producer with anticipated average production levels of approximately 72,000 bpd in 2022.

EP UPDATE

  • Tourmaline is pleased to report that the accelerated deep cut facility projects at both Gundy and Aiken are expected to be completed ahead of the revised, accelerated schedule and on budget. New gas and liquids production is anticipated from both facilities during the first half of December.
  • Tourmaline is currently operating 13 drilling rigs as planned, 87 net wells were drilled in the third quarter, 77 net wells were stimulated and brought on production. The Company expects to stimulate and bring on production approximately 79 new net wells during the fourth quarter.

ENVIRONMENTAL PERFORMANCE IMPROVEMENT

  • Tourmaline is pleased to report that it has already achieved the methane emission reduction target of 25% from 2018 levels by 2023 as reflected in the Company's current five-year Environmental Performance Improvement Plan. 2020 actuals of 405,487 tonnes (CO2 equivalent) are 26% lower than 2018 actuals of 547,396 tonnes (CO2 equivalent), despite production growth of 17% during that period.
  • The Company will continue further reducing methane, CO2 and other atmospheric emissions throughout the EP portfolio and will revise the five-year Environmental Performance Improvement Plan as appropriate as these targets are achieved.
  • The Company's Emission Testing Centre ("ETC") at the Tourmaline/Perpetual Wolf Creek gas plant, the first of its kind in the World, is now fully operational. The ETC, a collaboration with NGIF (Natural Gas Innovation Fund) and Industry, is critical in evolving new technology and methodologies to continue materially reducing methane and other emissions in the entire EP business. Producing the lowest emission natural gas will allow Canada to grow both domestic production and international exports.

_________________________

( 1 ) "Cash flow" is defined as cash provided by operations before changes in non-cash operating working capital.  See "Non-GAAP Financial Measures" in this news release and in the Company's Q3 2021 Management's Discussion and Analysis.

( 2 ) "Free cash flow" or "FCF" is defined as cash flow less total net capital expenditures.  Total net capital expenditures is defined as total capital spending before acquisitions and non-core dispositions.  Free cash flow is prior to dividend payments.  See "Non-GAAP Financial Measures" in this news release and the Company's Q3 2021 Management's Discussion and Analysis.

( 3 ) "Net debt" is defined as bank debt and senior unsecured notes plus working capital deficit (adjusted for the fair value of financial instruments, short-term lease liabilities, short-term decommissioning obligations and unrealized foreign exchange in working capital deficit). See "Non-GAAP Financial Measures" in this news release and in the Company's Q3 2021 Management's Discussion and Analysis.

( 4 )    Based on oil and gas commodity strip pricing at October 15, 2021.

CORPORATE SUMMARY – THIRD QUARTER 2021


Three Months Ended September 30,


Nine Months Ended September 30,


2021

2020

Change


2021

2020

Change

OPERATIONS








Production








Natural gas (mcf/d)

2,146,477

1,413,983

52%


1,994,091

1,437,867

39%

Crude oil, condensate and NGL (bbl/d)

98,743

62,538

58%


93,951

62,315

51%

Oil equivalent (boe/d)

456,489

298,202

53%


426,300

301,960

41%

Product prices (1)








Natural gas ($/mcf)

$

3.88

$

2.60

49%


$

3.67

$

2.48

48%

Crude oil, condensate and NGL ($/bbl)

$

49.21

$

31.31

57%


$

44.52

$

29.73

50%

Operating expenses ($/boe)

$

3.76

$

3.26

15%


$

3.70

$

3.10

19%

Transportation costs ($/boe)

$

4.17

$

4.56

(9)%


$

4.17

$

4.50

(7)%

Operating netback (3) ($/boe)

$

18.35

$

10.76

71%


$

17.22

$

9.92

74%

Cash general and
administrative expenses ($/boe) (2)

$

0.51

$

0.55

(7)%


$

0.56

$

0.59

(5)%

FINANCIAL
($000, except share and per share)








Total revenue from commodity sales and realized gains

1,213,376

518,061

134%


3,139,918

1,486,529

111%

Royalties

109,423

8,596

1,173%


219,746

36,900

496%

Cash flow (3)

761,333

279,923

172%


1,960,890

788,818

149%

Cash flow per share (diluted ) (3)

$

2.32

$

1.03

125%


$

6.33

$

2.91

118%

Net earnings (loss)

361,057

4,826

7,381%


1,029,743

(10,880)

9,565%

Net earnings (loss) per share (diluted)

$

1.10

$

0.02

5,400%


$

3.32

$

(0.04)

8,400%

Capital expenditures (net of dispositions)

56,108

354,695

(84)%


1,142,910

812,341

41%

Weighted average shares outstanding (diluted)





309,744,281

270,832,477

14%

Net debt (3)





(1,465,090)

(1,788,068)

(18)%

(1)

Product prices include realized gains and losses on risk management and financial instrument contracts.

(2)

Excluding interest and financing charges.

(3)

See "Non-GAAP Financial Measures" in this news release and in the Company's Q3 2021 Management's Discussion and Analysis.

Conference Call Tomorrow at 9:00 a.m. MT ( 11:00 a.m. ET )

Tourmaline will host a conference call tomorrow, November 4, 2021 starting at 9:00 a.m. MT ( 11:00 a.m. ET ).  To participate, please dial 1-888-664-6383 (toll-free in North America ), or international dial-in 416-764-8650, a few minutes prior to the conference call.

Conference ID is 15212375.

Reader Advisories

CURRENCY

All amounts in this news release are stated in Canadian dollars unless otherwise specified.

FORWARD-LOOKING INFORMATION

This news release contains forward-looking information and statements (collectively, "forward-looking information") within the meaning of applicable securities laws. The use of any of the words "forecast", "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "on track", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this news release contains forward-looking information concerning Tourmaline's plans and other aspects of its anticipated future operations, management focus, objectives, strategies, financial, operating and production results and business opportunities, including the following: anticipated petroleum and natural gas production and production growth for various periods including estimated production levels for Q4 2021 and 2022; expected cash flow and FCF in 2021 and 2022; expected full-year 2021 and 2022 EP capital spending levels; the number of expected wells to be brought on production through the balance of 2021; 2021 exit net debt levels and anticipated long-term net debt level ranges; the anticipated timing for the Gundy and Aitken facility expansions and the benefits to be derived therefrom; methane emission reduction targets; anticipated production exposure to certain markets and the timing for such exposure; NGL production levels in 2022; expectations for further special dividends and the timing for such dividends; further reductions in methane, CO2 and other atmospheric emissions and the expectations for revisions to the five-year Environmental Performance Improvement Plan; the future declaration and payment of dividends (regular or special) and the timing and amount thereof including any future increase; cash flow and free cash flow levels; production levels supported by certain of the Company's reserves and drilling inventory; capital spending over various periods; cost reduction initiatives; improvements in capital efficiency; projected operating and drilling costs; the timing for facility expansions and facility start-up dates; sustainability and environmental improvement initiatives; anticipated future commodity prices including the expectation for future increases above current levels; the ability to generate, and the amount of, anticipated cash flow and free cash flow over various periods; as well as Tourmaline's future drilling prospects and plans, business strategy, future development and growth opportunities, prospects and asset base. The forward-looking information is based on certain key expectations and assumptions made by Tourmaline, including expectations and assumptions concerning the following: prevailing and future commodity prices and currency exchange rates; applicable royalty rates and tax laws; interest rates; future well production rates and reserve volumes; operating costs, the timing of receipt of regulatory approvals; the performance of existing wells; the success obtained in drilling new wells; anticipated timing and results of capital expenditures; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the successful completion of acquisitions and dispositions and the benefits to be derived therefrom; the state of the economy and the exploration and production business; the availability and cost of financing, labour and services; and ability to market crude oil, natural gas and NGL successfully. Without limitation of the foregoing, future dividend payments, if any, and the level thereof is uncertain, as the Company's dividend policy and the funds available for the payment of dividends from time to time is dependent upon, among other things, free cash flow, financial requirements  for the Company's operations and the execution of its growth strategy, fluctuations in working capital and the timing and amount of capital expenditures, debt service requirements and other factors  beyond the Company's control. Further, the ability of Tourmaline to pay dividends will be subject to applicable laws (including the satisfaction of the solvency test contained in applicable corporate legislation) and contractual restrictions contained in the instruments governing its indebtedness, including its credit facility.

Statements relating to "reserves" are also deemed to be forward looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future.

Although Tourmaline believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Tourmaline can give no assurances that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the risks associated with the oil and natural gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to reserves, production, revenues, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; interest rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to complete or realize the anticipated benefits of acquisitions or dispositions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations.

In addition, pandemics, epidemics or outbreaks of an infectious disease in Canada or worldwide, including COVID-19 or other illnesses could have an adverse impact on the Company's results, business, financial condition or liquidity. If the pandemic is further prolonged, including through subsequent waves, or if additional variants of COVID-19 emerge which are more transmissible or cause more severe disease, or if other diseases emerge with similar effects, the adverse impact on the economy could worsen. It remains uncertain how the macroeconomic environment, and societal and business norms will be impacted following this COVID-19 pandemic. Unexpected developments in financial markets, regulatory environments, or consumer behaviour may also have adverse impacts on the Company's results, business, financial condition or liquidity, for a substantial period of time. The Company's business, financial condition, results of operations, cash flows, reputation, access to capital, cost of borrowing, access to liquidity, and/or business plans may, in particular, and without limitation, be adversely impacted as a result of the pandemic and/or decline in commodity prices as a result of: the shut-down of facilities or the delay or suspension of work on major capital projects due to workforce disruption or labour shortages caused by workers becoming infected with COVID-19, or government or health authority mandated restrictions on travel by workers or closure of facilities or worksites; suppliers and third-party vendors experiencing similar workforce disruption or being ordered to cease operations; reduced cash flows resulting in less funds from operations being available to fund capital expenditure budgets; reduced commodity prices resulting in a reduction in the volumes and value of reserves; crude oil storage constraints resulting in the curtailment or shutting in of production; counterparties being unable to fulfill their contractual obligations on a timely basis or at all; the inability to deliver products to customers or otherwise get products to market caused by border restrictions, road or port closures or pipeline shut-ins, including as a result of pipeline companies suffering workforce disruptions or otherwise being unable to continue to operate; and the ability to obtain additional capital including, but not limited to, debt and equity financing being adversely impacted as a result of unpredictable financial markets, commodity prices and/or a change in market fundamentals. The COVID-19 pandemic has also created additional operational risks for the Company, including the need to provide enhanced safety measures for its employees and customers; comply with rapidly changing regulatory guidance; address the risk of, attempted fraudulent activity and cybersecurity threat behaviour; and protect the integrity and functionality of the Company's systems, networks, and data as a larger number of employees work remotely. The Company is also exposed to human capital risks due to issues related to health and safety matters, and other environmental stressors as a result of measures implemented in response to the COVID-19 pandemic, as well as the potential for a significant proportion of the Company's employees, including key executives, to be unable to work effectively, because of illness, quarantines, sheltering-in-place arrangements, government actions or other restrictions in connection with the pandemic. The extent to which the COVID-19 pandemic continues to impact the Company's results, business, financial condition or liquidity will depend on future developments in Canada , the U.S. and globally, including the development and widespread availability of efficient and accurate testing options, and effective treatment options or vaccines. Despite the approval of certain vaccines by the regulatory bodies in Canada and the U.S., the ongoing evolution of the development and distribution of an effective vaccine also continues to raise uncertainty.

Readers are cautioned that the foregoing list of factors is not exhaustive.

Additional information on these and other factors that could affect Tourmaline, or its operations or financial results, are included in the Company's most recently filed  Management's Discussion and Analysis (See "Forward-Looking Statements" therein), Annual Information Form (See "Risk Factors" and "Forward-Looking Statements" therein) and other reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website ( www.sedar.com ) or Tourmaline's website ( www.tourmalineoil.com ).

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

BOE EQUIVALENCY

In this news release, production and reserves information may be presented on a "barrel of oil equivalent" or "BOE" basis. BOEs may be misleading, particularly if used in isolation.  A BOE conversion ratio of 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.  In addition, as the value ratio between natural gas and crude oil based on the current prices of natural gas and crude oil is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

FINANCIAL OUTLOOKS

Also included in this news release are estimates of Tourmaline's 2021 exit net debt as well as 2021 – 2022 cash flow and free cash flow, which are based on, among other things, the various assumptions as to production levels, capital expenditures, annual cash flows and other assumptions disclosed in this news release and including Tourmaline's estimated average production of 442,500 boepd for 2021 and 500,000 boepd for 2022.  Commodity price assumptions for natural gas (NYMEX (US) - $3.79 /mcf and $4.47 /mcf for 2021 and 2022, respectively; AECO - $3.75 /mcf and $4.17 /mcf for 2021 and 2022, respectively), and crude oil (WTI (US) - $68.77 /bbl and $75.69 /bbl for 2021 and 2022, respectively) and an exchange rate assumption of $0.80 (CAD/US) for 2021, $0.81 for 2022. To the extent such estimates constitute financial outlooks, they were approved by management and the Board of Directors of Tourmaline on November 3, 2021 and are included to provide readers with an understanding of Tourmaline's anticipated cash flow and free cash flow based on the capital expenditure, production and other assumptions described herein and readers are cautioned that the information may not be appropriate for other purposes.

Non-GAAP Financial Measures

This news release includes references to "free cash flow", "cash flow", and "net debt" which are financial measures commonly used in the oil and gas industry and do not have a standardized meaning prescribed by International Financial Reporting Standards ("GAAP"). Accordingly, the Company's use of these terms may not be comparable to similarly defined measures presented by other companies.  Management uses the term "free cash flow", "cash flow", and "net debt" for its own performance measures and to provide shareholders and potential investors with a measurement of the Company's efficiency and its ability to generate the cash necessary to fund a portion of its future growth expenditures, to pay dividends or to repay debt. Investors are cautioned that these non-GAAP measures should not be construed as an alternative to net income or cash from operating activities determined in accordance with GAAP as an indication of the Company's performance.  Free cash flow is calculated as cash flow less total net capital expenditures and is prior to dividend payments. Net capital expenditures is defined as the sum of E&P capital program and other corporate expenditures, net of non-core dispositions.  See "Non-GAAP Financial Measures" in the most recent Management's Discussion and Analysis for the definition and description of these terms.

OIL AND GAS METRICS

This news release contains certain oil and gas metrics which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included in this document to provide readers with additional measures to evaluate the Company's performance; however, such measures are not reliable indicators of the Company's future performance and future performance may not compare to the Company's performance in previous periods and therefore such metrics should not be unduly relied upon.

SUPPLEMENTAL INFORMATION REGARDING PRODUCT TYPES

This news release includes references to Q3 2021 average daily production, current average daily production, Q4 2021 expected average daily production, and total 2022 expected average daily production. The following table is intended to provide supplemental information about the product type composition for each of the production figures that are provided in this news release:


Light and Medium Crude Oil (1)


Conventional Natural Gas


Shale Natural
Gas


Natural Gas Liquids (1)


Oil Equivalent
Total


Company Gross
(Bbls)


Company Gross
(Mcf)


Company Gross (Mcf)


Company Gross (Bbls)


Company Gross (Boe)

Q3 2021 Average Daily Production

39,063


1,246,517


899,960


59,680


456,489

Current Average Daily Production

42,750


1,278,000


1,008,000


63,750


487,500

Q4 2021 Expected Average Daily Production

43,000


1,285,000


1,013,000


64,000


490,000

2022 Average Daily Production

42,600


1,224,000


1,085,000


72,600


500,000











(1)

For the purposes of this disclosure, condensate has been combined with Light and Medium Crude Oil as the associated revenues and certain costs of condensate are similar to Light and Medium Crude Oil.   Accordingly, NGLs in this disclosure exclude condensate.

GENERAL

See also "Forward-Looking Statements", and "Non-GAAP Financial Measures" in the most recently filed Management's Discussion and Analysis.

CERTAIN DEFINITIONS:

1H

first half

2H

second half

bbl

barrel

bbls/day

barrels per day

bbl/mmcf

barrels per million cubic feet

bcf

billion cubic feet

bcfe

billion cubic feet equivalent

bpd or bbl/d

barrels per day

boe

barrel of oil equivalent

boepd or boe/d

barrel of oil equivalent per day

bopd or bbl/d

barrel of oil, condensate or liquids per day

DUC

drilled but uncompleted wells

EP

exploration and production

gj

gigajoule

gjs/d

gigajoules per day

mbbls

thousand barrels

mmbbls

million barrels

mboe

thousand barrels of oil equivalent

mboepd

thousand barrels of oil equivalent per day

mcf

thousand cubic feet

mcfpd or mcf/d

thousand cubic feet per day

mcfe

thousand cubic feet equivalent

mmboe

million barrels of oil equivalent

mmbtu

million British thermal units

mmbtu/d

million British thermal units per day

mmcf

million cubic feet

mmcfpd or mmcf/d

million cubic feet per day

MPa

megapascal

mstb

thousand stock tank barrels

natural gas

conventional natural gas and shale gas

NCIB

normal course issuer bid

NGL or NGLs

natural gas liquids

tcf

trillion cubic feet

MANAGEMENT'S DISCUSSION AND ANALYSIS AND CONSOLIDATED FINANCIAL STATEMENTS

To view Tourmaline's Management's Discussion and Analysis and Interim Condensed Consolidated Financial Statements for the periods ended September 30, 2021 and 2020, please refer to SEDAR ( www.sedar.com ) or Tourmaline's website at www.tourmalineoil.com .

ABOUT TOURMALINE OIL CORP.

Tourmaline is an investment grade Canadian senior crude oil and natural gas exploration and production company focused on providing strong and predictable long-term growth and a steady return to shareholders through an aggressive exploration, development, production and acquisition program in the Western Canadian Sedimentary Basin by building its extensive asset base in its three core exploration and production areas and exploiting and developing these areas to increase reserves, production and cash flows at an attractive return on invested capital.

SOURCE Tourmaline Oil Corp.

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BPH Energy Limited Quarterly Activities Report

Perth, Australia (ABN Newswire) - On 2 August 2022 BPH Energy Limited (ASX:BPH) announced that, following its shareholders' meeting on 21 June 2022 at which shareholders voted unanimously to approve an investment in hydrogen technology company Clean Hydrogen Technologies Corporation ("Clean Hydrogen" or "Vendor" or "Borrower"), BPH and its investee Advent Energy Ltd ("Advent" or "Lender"), together the "Purchasers", settled for the acquisition of a 10% interest in Clean Hydrogen for US$1,000,000 ("Cash Consideration") (8% BPH and 2 % Advent).

The Purchasers had a first right of refusal to invest further in Clean Hydrogen to a maximum of a further US$1,000,000 for an additional 10% interest. The Purchasers loaned a further US$950,000 ("Additional Cash Consideration") under this agreement and the Purchasers and Clean Hydrogen have executed a Loan Conversion Agreement, which once implemented, will enable the conversion of the US$950,000 loan into the relevant Subscription Shares Tranche 2, representing the Purchasers further 9.5% interest in Clean Hydrogen. BPH now has an interest of 15.6% and Advent has an interest of 3.9% interest in Clean Hydrogen.

As at the date of this Quarterly Report, the contemplated securities under the Loan Conversion Agreement have not been issued to the Purchasers, however, the Purchasers have an entitlement to these securities under the relevant Loan Conversion Agreement. For the reasons set out below, BPH will seek approval from its shareholders for the proposed issue of shares in Clean Hydrogen to BPH, in satisfaction of a debt owing from Advent energy Limited to BPH (Debt Forgiveness).

The ASX Listings Committee ('LC') considered the application of Listing Rule 10.1 to the proposed Debt Forgiveness. . The LC resolved that ASX would exercise its discretion such that Listing Rule 10.1 applies to the Debt Forgiveness.

In forming this decision, ASX had regard to the following:

1. In March 2022 ASX advised BPH that, should it seek to increase its shareholding in Advent, whether it be by way of maintaining its current percentage interest in the event Advent undertook a capital raising, increasing its percentage interest, or by way of a debt for equity conversion, BPH must approach ASX regarding the potential application of Listing Rule 10.1.5.

2. In December 2023, Advent lodged a disclosure document with ASIC in the form of an Offer Information Statement for its Entitlement Issue which contained disclosure regarding the discharge of funds loaned to it by BPH in exchange for the issue of equity shares in CHT to BPH. BPH did not approach ASX for determination on the application of Listing Rule 10.1.5 to this transaction.

3. In view of ASX having previously advised BPH to approach ASX in relation to any transactions between itself and Advent including any debt to equity conversion, and BPH having failed to do so in this instance, ASX has exercised its discretion to apply Listing Rule 10.1.5 to the issue of CHT shares to BPH in satisfaction of the debt owing to BPH by Advent. The forgiveness of debt may be a transfer in value from BPH to Advent.

ASX has not been provided with sufficient information to conclude there is no possible transfer in value therefore ASX considers that Listing Rule 10.1.5 applies to the debt conversion/forgiveness.

As a result of ASX's decision to exercise its discretion under Listing Rule 10.1, BPH must seek shareholder approval for the Loan Conversion Agreement dated 10 October 2023 that has been executed between itself, Advent and Clean Hydrogen. The Company is in the process of preparing a Notice of Meeting which will be released as soon as possible. The Company anticipates that the shareholder meeting to approve the Loan Conversion will be held in August 2024.

For clarity, BPH will not and has not increased its shareholding in Advent as a result of the Debt Forgiveness.

Clean Hydrogen have issued 760 share options to BPH and 190 share options to Advent, with an exercise price of USD$3,000 each, exercisable immediately, with the option to convert into shares in Clean Hydrogen expiring ten years from the date of issue. During the Quarter BPH exercised 24 of these options by paying Clean Hydrogen a total exercise price of US$72,000.

The parties acknowledge and agree that the Cash Consideration and Additional Cash Consideration shall be used by Clean Hydrogen to design, build, produce and test a reactor that can produce a minimum of 3.2kgs and as high as 15kgs of hydrogen per hour and to submit at least 2 new patents in an agreed geography, relevant to the production of hydrogen from proprietary technology.

Capital

On 13 May 2024 the Company announced a Placement ("Placement") to raise $1 million by the issue of 50,000,000 fully paid ordinary shares at an issue price of $0.02 per share together with a 1 for 2 free listed option, being 25,000,000 listed options with an exercise price of $0.03 each and expiry 30 September 2024. The Placement offer price of $0.02 per share represents a 16.7% discount to BPH's closing price of $0.024 per share on Thursday, 9 May 2024, and a 16.7 % discount to the 10-day VWAP of $0.024 per share.

The Placement proceeds are proposed to be used as follows: (i) $0.75 million - funding for exploration and development of oil and gas investments. (ii) $0.1 million - for working capital, including costs of the offer; and (iii) $0.15 million - funding for Cortical Dynamics. In addition, a total of 12,000,000 listed options with an exercise price of $0.03 each and expiry 30 September 2024 (BHPOB) were issued to the joint Lead Managers (Oakley Capital Partners Pty Limited and Sixty-Two Capital) for the Placement.

Significant activities by the Company's investees' during the June 2024 quarter were as follows:

Advent Energy Limited ("Advent") (BPH 35.8% direct interest)

PEP 11 Permit

Advent Energy Limited's (BPH 35.8% direct interest) 100% subsidiary Asset Energy Pty Ltd is a participant in the PEP11 Joint Venture with partner Bounty Oil and Gas NL (ASX:BUY). PEP 11 interests are:

Advent Energy 85 % / Bounty Oil and Gas 15%

Asset continues to progress the joint venture's applications for the variation and suspension of work program conditions and related extension of PEP-11. This application follows from the fact that in February 2023 a decision by the previous Commonwealth-NSW Joint Authority to refuse the application was quashed by the Federal Court of Australia. Asset has provided additional updated information to the Commonwealth-NSW Joint Authority and the National Offshore Petroleum Titles Administrator ("NOPTA") in relation to its applications.

On 9 October 2023 NOPTA updated their website whereby the NEATS Public Portal Application Tracking has been updated to show Asset Energy's applications' status is now 'Under Assessment'.

The Company understands that the next step in the application process is for the Joint Authority to make its decision on Asset Energy's applications.

While the applications for the variation and suspension of work program conditions and related extension of PEP-11 are being considered by NOPTA, Asset is investigating the availability of a mobile offshore drilling unit to drill the proposed Seablue-1 well on the Baleen prospect which would take approximately thirty-five days to complete. Asset is in communication with drilling contractors and other operators who have recently contracted rigs for work in the Australian offshore.

The Joint Authority decision is a routine administrative decision. Any future authorisation related to drilling will require environmental approvals. Any issues around community or environmental impacts should be transparently managed by the designated independent expert regulator.

Asset have engaged Klarite Pty Ltd (Klarite) to initiate environmental management of the Seablue1 exploration well, due to be drilled in PEP 11, pending the current application for licence variation, suspension and extension (Application), regulatory approvals and rig availability. Klarite are a Perth based turnkey environmental consultancy specialising in offshore development in Australia, who recently prepared a detailed Environmental Approvals Strategy for the Seablue-1 exploration drilling activity for Asset. Due to the critical need for new domestic supplies of gas as stated in the Federal Government's Future Gas Strategy (see below), Asset have decided to commence work necessary for environmental approvals in advance of the PEP 11 licence Application approval, in order to be prepared to drill the Seablue-1 well as soon as possible thereafter. Klarite will develop an Environmental Management process which will define Asset's consultation and negotiation basis with relevant persons and assess environmental impacts.

The Federal Government Future Gas Strategy (FGS) and supporting documents were released by Minister for Resources Madeleine King on 9 May 2024. The FGS confirms that that gas will have a role to play in the transition to net zero by 2050 and beyond. The FGS states that exploration and development should focus on optimising discoveries and infrastructure in producing basins where gas will be proximal to where it is needed and will be lower cost than relying on LNG imports.

Offshore gas exploration in Australia has been undertaken safely and environmentally responsibly for more than 50 years.

The fact remains that NSW and Australia more broadly face a gas supply shortfall within the next three years, and gas will play a vital role in the clean energy transition.

PEP-11 continues in force and the Joint Venture is in compliance with the contractual terms of PEP11 with respect to such matters as reporting, payment of rents and the various provisions of the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth).

RL1 (Norther Territory)

On 3 May 2024 the Company announced that Advent has been offered a renewal of Retention Licence 1 (RL1) by the Northern Territory Government for a five-year term which it has accepted.

Advent, through its wholly owned subsidiary Onshore Energy Pty Ltd, holds a 100 % interest in RL1 and is operator of the Retention Licence in the onshore Bonaparte Basin in northern Australia. The Bonaparte Basin is a highly prospective, petroliferous basin, with significant prospective potential for reserves of oil and gas. Most of the basin is located offshore, covering 250,000 square kilometres, compared to just over 20,000 square kilometres onshore and is recognized as one of Australia's most prolific offshore hydrocarbon producing basin (after the Northern Carnarvon and Gippsland basins). Retention Licence RL1 in the Northern Territory is 166 square kilometres in area and covers the Weaber Gas Field, originally discovered in 1985.

Cortical Dynamics Limited ("Cortical") (BPH 16.4% direct interest)

Investee Cortical Dynamics Limited is an Australian based medical device neurotechnology company that is developing BARM(TM), an industry leading EEG (electrical activity) brain function monitor. BARM(TM) is being developed to better detect the effect of anaesthetic agents on brain activity under a general operation, aiding anaesthetists in keeping patients optimally anaesthetised, and complemented by CORDYAN(TM) (Cortical Dynamics Analytics), a proprietary deep learning system/App focusing on anaesthesiology.

The Australian manufactured and designed, electroencephalographically based (EEG-based), BARM(TM) system is configured to efficiently image and display complex information related to the clinically relevant state of the brain. When commercialized the BARM(TM) system will be offered on a stand-alone basis or integrated into leading brand operating room monitors as "plug and play" option.

There were no significant activities in Cortical to report during the Quarter.

Item 1 and 2 details of payments to / receipts from related parties (Appendix 4C)

Line 6.1 outflow of $59,000: $29,470 paid to directors as remuneration and net $29,958 fees paid to Grandbridge Limited.

Line 6.2 outflow of $801,000: Loans to the following companies:
Advent Energy Limited $405,000 paid
Cortical Dynamics Limited: $400,000 paid
Grandbridge Limited: $4,000 received

*To view the full Quarterly Report, please visit:
https://abnnewswire.net/lnk/KQ75D046



About BPH Energy Limited:

BPH Energy Limited (ASX:BPH) is an Australian Securities Exchange listed company developing biomedical research and technologies within Australian Universities and Hospital Institutes.

The company provides early stage funding, project management and commercialisation strategies for a direct collaboration, a spin out company or to secure a license.

BPH provides funding for commercial strategies for proof of concept, research and product development, whilst the institutional partner provides infrastructure and the core scientific expertise.

BPH currently partners with several academic institutions including The Harry Perkins Institute for Medical Research and Swinburne University of Technology (SUT).



Source:
BPH Energy Limited

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