Tourmaline Announces Guidance Update, 2022 Approved Budget and Free Cash Flow Allocation Strategy; Declares Special Cash Dividend

Tourmaline Oil Corp. (TSX: TOU) ("Tourmaline" or the "Company") is pleased to announce a guidance update, the approved budget for 2022 and details on its free cash flow ("FCF") (1) allocation strategy, including the declaration of a special cash dividend and an increase in its regular quarterly cash dividend.

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

2H 2021/2022 EP CAPITAL BUDGET

  • The recently approved 2022 EP capital budget of $1.125 billion is expected to deliver average production of 500,000-510,000 boepd, $3.7 billion of cash flow ("CF") (2) and $2.5 billion of FCF on strip pricing (3) . The 2022 EP capital budget, essentially a maintenance program, is $62 million less than previous estimates given specific facility projects and select drilling accelerated into 2H 2021.  Production, CF, and FCF are all higher than previous 2022 guidance.  The Company expects capital efficiencies to improve further in 2022 as a significant portion of the planned 2022 facility expenditures have been accelerated into 2H 2021.
  • The 2021 EP capital program has been increased to $1.375 billion with the 2H 2021 increase focused on liquids business/production increases and related liquids margin improvements, and the modest acceleration of drilling activities.  Full-year 2021 average production is now expected to be 440,000-445,000 boepd and increased full-year CF of $3.0 billion is now anticipated along with $1.6 billion of FCF. The majority of the incremental facility capital is being expended in Q3, yielding estimated capital spending of $420 million in Q3 and $350 million in Q4. The updated 2H 2021/2022 EP capital program is consistent with previous guidance.
  • Material reduction in drilling times throughout 2021, particularly in NEBC, will result in completion of the originally planned full-year 2021 drilling program by November.  BC Montney per-well drilling times have been reduced by approximately 20% in 2021 (two days less per well).  As a result, the Company has elected to accelerate the drilling of approximately 21 wells from 2022 into Q4 2021 in order to maintain the existing top-tier, Company operated drilling fleet at full capacity, rather than release rigs at this time.  The majority of these incremental wells will not be completed and brought on production until 2022.
  • The Company will monitor natural gas supply/demand balances and schedule new production startups appropriately through the course of winter and the balance of 2022.  Tourmaline has incremental egress on the GTN system of 100 mmcfpd in 2022 and a further 50 mmcfpd in 2023, as well as 140 mmcfpd of egress to the Gulf Coast accessing international LNG commencing in 2023.  Total volumes on the GTN system will grow from 330 mmcfpd currently to 480 mmcfpd by 2H 2023, with over 80% of these volumes accessing the California market.  Incremental Company gas volumes in 2022/2023 will not be directed at AECO or Station 2.
  • Acceleration of both the Gundy Phase 2 and Nig Creek deep cut installations/expansions will add approximately 15,000 bpd of condensate and natural gas liquids ("NGLs") (including 5,000 bpd of propane) by exit 2021/Q1 2022.  Liquids margins will also be improved through utilization of Company operated facilities rather than third party processing options.  Margin improvement will also be realized through an increase in Ripet propane exports.  2022 average annual liquids production of approximately 115,000 bpd is now expected, up 2,000 bpd from previous estimates. Edmonton propane and butane prices are up over 200% and 40%, respectively, over the past 12 months.

2021 FREE CASH FLOW ALLOCATION TO DATE

  • FCF in 2021 to date has been consistently directed towards modest, sustainable base dividend increases and continued net debt (4) reduction until the long-term net debt target of $1.0 to $1.2 billion is achieved.
  • The base dividend has now been increased twice in 2021; in aggregate a 21% increase over the Q4 2020 dividend level.  The net debt target is now anticipated to be achieved during Q4 2021.

FREE CASH FLOW ALLOCATION STRATEGY

  • Tourmaline intends to return the vast majority of FCF to shareholders on a go-forward basis.
  • This FCF return will be achieved through modest, sustainable base dividend increases, special dividends when appropriate, and tactical share buybacks.
  • Given stronger than anticipated 2021 commodity prices and production volumes, and early achievement of the long-term net debt target, Tourmaline is in a position to increase its base quarterly dividend by $0.01 /share to $0.18 /share payable on December 31, 2021 , which represents an annualized payout of $0.72 /share as well as declare a special cash dividend of $0.75 /share, payable on October 7, 2021 , to shareholders of record on October 1, 2021 with an ex-dividend date of September 29 , 2021.  Given the observance of Canada's new statutory holiday on September 30 th , this day will be considered a non-settlement day and as such the TSX requires the ex-dividend date on dividends with an October 1, 2021 record date to be September 29 , 2021.  This special cash dividend is designated as an "eligible dividend" for Canadian income tax purposes.
  • Based on current strip pricing, the Company will be in a position to continue to distribute special dividends, the size of which will depend upon the magnitude of excess FCF generated by elevated commodity prices in 2022 and beyond, and the relative return offered by other FCF allocation opportunities.
  • On current strip, 2022 FCF is estimated to be $2.5 billion which represents over $7.50 /diluted share and a 19% free cash yield based on a $40 share price.
  • FCF above the required maintenance capital and the long term 3-5% per annum growth embedded in the five-year EP program may also be allocated to modest asset acquisitions in existing core complexes and continued capital investments in liquids midstream opportunities.
  • The Company expects annual expenditures of up to $250 million for these 'bolt-on' style asset acquisitions and land sales, generally proximal to existing Tourmaline operated infrastructure.  Future acquisitions will have similar FCF accretion metrics to the successful 2019-2021 acquisition program already completed.  In Q3 2021, the Company closed one $9.0 million asset acquisition in the Peace River High complex (449 boepd, 5.4 mmboe 2P reserves, 12 gross (10.1 net) tier 1 Charlie Lake oil locations, associated minor facilities, based on internal estimates).
  • Liquids midstream expenditures are expected to continue over the next several years and the Company is evaluating a series of opportunities within existing core complexes.  These are high return projects.  The Nig Creek deep cut installation provides an estimated return of over 100% over the next four years.  The Company intends to grow the corporate liquids midstream business segment and views these investments as a profitable allocation option for growing future FCF.
  • The Company expects exit 2021 net debt of approximately $960 million , after giving effect to the Q4 2021 special dividend.  The Company intends to keep long term net debt in the $1.0 - $1.2 billion range.

500,000 BOEPD 2021 EXIT

  • The Company expects to achieve the 500,000 boepd average production milestone by exit 2021, earlier than originally anticipated.  The accelerated timing is driven by the impact of improved drilling efficiencies and acceleration of the aforementioned liquids midstream projects.
  • Tourmaline estimates annual maintenance EP capital of $1.0 - $1.05 billion to maintain average production at the 500,000 boepd level.

SHARE BUYBACKS

  • Tourmaline renewed its NCIB effective July 20, 2021 and plans to utilize buybacks under the NCIB to complement the return to shareholders.
  • The Board has also approved the repurchase of up to $1.0 billion in common shares over the next two years through issuer bids, contingent upon share price performance, and subject to the terms of the issuer bid and receipt of necessary regulatory approvals, including the TSX.


__________________________________________________

( 1 )

"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 Q2 2021 Management's Discussion and Analysis.



( 2)

"Cash flow" or "CF" 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 Q2 2021 Management's Discussion and Analysis.



( 3 )

Based on oil and gas commodity strip pricing at September 15, 2021.



( 4)

"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 Q2 2021 Management's Discussion and Analysis.

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 2021 and 2022; expected improvements in capital efficiencies in 2022; CF, FCF, net debt and capital spending target levels for 2021 and 2022; the timing for wells to be brought on production; the expected increase in liquids midstream expenditures and the level of their expected return on investment and FCF benefits; the methods of returning FCF to shareholders and plans to distribute additional special dividends in the future and the timing and frequency thereof; expected production levels in 2021 and 2022; expected full-year 2021 and 2022 EP capital spending levels; the future declaration and payment of regular and special dividends and the timing and amount thereof including any future increase; CF and FCF levels; production levels supported by certain of the Company's reserves and drilling inventory; capital spending over various periods; net debt reduction targets; 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 CF and FCF including in 2021 and 2022; 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; 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, FCF, 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 and 2022 CF and FCF, 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) - $3.77 /mcf and $4.27 /mcf for 2021 and 2022, respectively; AECO - $3.77 /mcf and $4.08 /mcf for 2021 and 2022, respectively), and crude oil (WTI (US) - $66.22 /bbl and $67.66 /bbl for 2021 and 2022, respectively) and an exchange rate assumption of $0.80 (CAD/US) for 2021 and 0.79 for 2022. To the extent such estimates constitute financial outlooks, they were approved by management and the Board of Directors of Tourmaline on September 22, 2021 and are included to provide readers with an understanding of Tourmaline's anticipated CF and FCF 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 "FCF" (free cash flow), "CF" (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 2021 and 2022 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)

2021 Average Daily
Production.............

37,700

1,255,000

812,000

60,300

442,500

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

CF

cash flow

DUC

drilled but uncompleted wells

EP

exploration and production

FCF

free cash flow

gj

gigajoule

gjs/d

gigajoules per day

LNG

liquefied natural gas

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

NEBC

northeast British Columbia

NGL or NGLs

natural gas liquids

tcf

trillion cubic feet

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

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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