TIDMVLU

RNS Number : 6278H

Valeura Energy Inc.

05 August 2021

VALEURA ENERGY

SECOND QUARTER 2021 RESULTS

Calgary, August 5, 2021 : Valeura Energy Inc. (TSX:VLE, LSE:VLU) (the "Company" or "Valeura"), an upstream oil and gas company with assets in the Thrace Basin of Turkey, reports its unaudited financial and operating results for the three month period ended June 30, 2021.

Highlights

-- Shallow sale - The Company closed the sale of its conventional gas business on May 26, 2021 and received net sale proceeds of US$16.85 million in cash (including closing working capital and effective date adjustments) plus deferred cash consideration valued at US$1.0 million;

   --     Financial position - Cash position of US$42.6 million at June 30, 2021; 

-- Strategy - Continuing to pursue near-term inorganic growth opportunities and seeking a suitable partner to farm-in to the Company's 20 Tcfe unrisked mean prospective resource deep, tight gas play.

Sean Guest, President and CEO commented:

"Our second quarter results reflect the close-out operating results from our conventional gas production and financial impact of having completed the sale. In addition to the immediate growth in our cash position to US$42.6 million, with the sale completed we are now entitled to future royalty income and are able to pursue our growth-oriented strategy as a smaller and leaner organisation. This structure sets us up well to evaluate new business opportunities with minimal strain on the balance sheet.

"We continue to be active in evaluating mergers and acquisitions opportunities. Our remit includes an expanded geographic scope, with a focus on regions where the experience of our management team and board gives us a competitive advantage. In all instances, we are committed to only doing transactions which bring near term cash flow, plus the opportunity for material value generation. At the same time, our efforts to find a suitable partner for our deep tight gas appraisal play are continuing, and we believe the 20 Tcfe unrisked mean prospective resource in this play will serve to generate value for shareholders in the longer term."

Shallow Sale Completion

Valeura's sale of the conventional gas producing business closed on May 26, 2021 and the Company's Q2 2021 financial results still include production revenue and costs up to that date.

The Company's sale of its conventional gas producing business has resulted in a gain on disposal of US$6.1 million. Valeura received net sale proceeds of US$16.85 million, being the headline purchase consideration of US$15.5 million, as adjusted to reflect working capital adjustments at closing, in addition to the economic impact of production dating back to the sale's effective date of July 1, 2020.

The Company has also recorded US$1.0 million in deferred consideration on its balance sheet, in recognition of the present value of the future royalty payments, to which it is entitled as part of the sale transaction.

With the close of the sale and disposition of subsidiary companies, Valeura is required to reclassify its non-cash accumulated foreign exchange losses which had been recorded on its balance sheet as Accumulated Other Comprehensive Income or Loss ("AOCI") since the original asset acquisition in 2011. Due to the significant decline in the value of the Turkish Lira over the past decade, the AOCI due to currency translation, amounting to a loss of US$67.0 million, is transferred to retained earnings through the Statement of Profit and Loss. This, combined with the gain on disposal of US$6.1 million are the main drivers for the quarter's Net loss of US$61.5 million.

Strategy Update

With the conclusion of the shallow sale Valeura has a strong financial position including US$42.6 million in cash resources at the end of Q2, no debt, and an internationally experienced management team and board, Valeura is well positioned to grow by way of mergers and acquisitions ("M&A"). In addition, as a leaner organisation carrying a lower G&A burden plus the expectation of future incoming royalty payments, the Company can pursue its evaluation work without placing significant strain on its financial resources. Valeura is progressing on several M&A targets that provide near-term cashflow, plus the opportunity for medium-term re-investment to generate material value through growth. The Company takes an uncompromising approach to these screening criteria and is squarely focussed on only executing transactions that will lead to significant value growth for shareholders.

In the longer term, Valeura intends to deliver value from its deep, unconventional tight gas play in the Thrace Basin (the "Deep Gas Play"). Its three exploration licences in the core of the Deep Gas Play are valid up to June 27, 2022, and under Turkey's licence terms the Company has the ability to maintain these assets for up to approximately five more years through work programme commitments, which do not require material near term cost outlays, prior to converting the exploration licences to longer term production leases. With the easing of COVID-related travel restrictions, the Company is pursuing a plan to farm out a portion of its interest in the Deep Gas Play in order to jointly pursue the next phase of appraisal work.

Additional information and commentary on the three months ended March 31, 2021, is included in the Company's management's discussion and analysis, which is available on the Company's website and on www.sedar.com .

For further information please contact:

   Valeura Energy Inc. (General and Investor Enquiries)                    +1 403 237 7102 

Sean Guest, President and CEO

Heather Campbell, CFO

Robin Martin, Investor Relations Manager

Contact@valeuraenergy.com , IR@valeuraenergy.com

   Auctus Advisors LLP (Corporate Broker)                                        +44 (0) 7711 627 449 

Jonathan Wright

Valeura@auctusadvisors.co.uk

   CAMARCO (Public Relations, Media Adviser)                                +44 (0) 20 3757 4980 

Owen Roberts, Billy Clegg, Monique Perks, Hugo Liddy

Valeura@camarco.co.uk

Resources

Resource disclosure in this announcement is based on an independent resources evaluation as at December 31, 2018 conducted by DeGolyer and MacNaughton in its report dated March 13, 2019, which was prepared using guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101, Standards of Disclosure for Oil ang Gas Activities, as adjusted to reflect Equinor's withdrawal in Q1 2020. Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. The unrisked estimates of prospective resources referred to in this announcement have not been risked for either the chance of discovery or the chance of development. There is no certainty that any portion of the prospective resources will be discovered. If a discovery is made, there is no certainty that it will be developed or, if it is developed, there is no certainty as to the timing of such development or that it will be commercially viable to produce any portion of the prospective resources. Additional resources information is included in the Company's annual information form for the year ended December 31, 2018.

Advisory and Caution Regarding Forward-Looking Information

Certain information included in this 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 Company's entitlement to royalty payments over a five-year period; statements with respect to the Company's inorganic growth strategy, including its ability to identify M&A targets; statements with respect to the Company's deep tight gas play strategy, including management's belief that the play represents a material value proposition for shareholders, and its ability to find another partner for the play. In addition, statements related to "resources" are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the resources can be discovered and profitably produced in the future.

Forward-looking information is based on management's current expectations and assumptions regarding, among other things: approvals forthcoming from the Turkish government in a manner consistent with past conduct; future drilling activity on the required/expected timelines; the prospectivity of the Company's lands, including the deep potential; future sources of funding; future economic conditions; future currency exchange rates; the ability to meet drilling deadlines and other requirements under licences and leases; the ability to attract a new partner in the deep play; the ability to identify attractive merger and acquisition opportunities to support growth; 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,

high-pressure hydraulic stimulation 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 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: inability to secure a new partner for the deep play and execute potential M&A transactions; the risks of further disruptions from the COVID-19 pandemic; the risks of currency fluctuations; potential changes in joint venture partner strategies and participation in work programmes; uncertainty regarding the contemplated timelines and costs for the deep evaluation; potential changes in laws and regulations, the uncertainty regarding government and other approvals; counterparty risk; 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 AIF 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 .

This Announcement contains inside information as defined in EU No. 596/2014, part of UK law by virtue of the European Union (Withdrawal) Act 2018, and is in accordance with the Company's obligations under Article 17 of that Regulation.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, including where such offer would be unlawful. This announcement is not for distribution or release, directly or indirectly, in or into the United States, Ireland, the Republic of South Africa or Japan or any other jurisdiction in which its publication or distribution would be unlawful.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Condensed Interim Consolidated Statements of Financial Position

 
 (thousands of US Dollars,                                             December 31, 
  unaudited)                                        June 30, 2021              2020 
---------------------------------   -----------------------------  ---------------- 
 
 Assets 
 Current Assets 
 Cash and cash equivalents                               $ 42,626          $ 30,143 
 Restricted cash (note 3)                                      17               232 
 Accounts receivable                                          725               199 
 Prepaid expenses and deposits                                596               330 
 Assets held for sale (note 
  4)                                                            -            22,032 
                                                           43,964            52,936 
 
 Deferred consideration (note 
  4)                                                        1,041                 - 
 
 Exploration and evaluation 
  assets (note 5)                                           1,571             1,643 
 Property, plant and equipment 
  (note 6)                                                    261               278 
                                                         $ 46,837          $ 54,857 
 ---------------------------------  -----------------------------  ---------------- 
 
 
 Liabilities and Shareholders' 
  Equity 
 Current Liabilities 
 Accounts payable and accrued 
  liabilities                                               $ 514             $ 506 
 Liabilities directly associated 
  with the assets held for sale 
  (note 4)                                                      -            10,240 
----------------------------------  -----------------------------  ---------------- 
                                                              514            10,746 
 Decommissioning obligations 
  (note 7)                                                  1,306             2,161 
                                                            1,820            12,907 
 
 Shareholders' Equity 
 Share capital (note 8)                                   179,717           179,717 
 Contributed surplus                                       22,454            22,410 
 Accumulated other comprehensive 
  loss (note 4)                                            10,329          (55,288) 
 Deficit                                                (167,483)         (104,889) 
----------------------------------  -----------------------------  ---------------- 
                                                           45,017            41,950 
 ---------------------------------  -----------------------------  ---------------- 
                                                         $ 46,837          $ 54,857 
 ---------------------------------  -----------------------------  ---------------- 
 

See accompanying notes to the condensed interim consolidated financial statements.

Condensed Interim Consolidated Statements of Loss and Comprehensive Income (Loss)

For the three and six months ended June 30, 2021 and 2020

 
                                                      Three Months Ended                              Six Months Ended 
--------------------------  --------------------------------------------  -------------------------------------------- 
 (thousands of US Dollars,               June 30,               June 30,               June 30,               June 30, 
 unaudited)                                  2021                   2020                   2021                   2020 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
 
 Revenue (note 10) 
 Petroleum and natural gas 
  sales                                   $ 1,040                $ 1,918                $ 3,126                $ 4,726 
 Royalties                                  (144)                  (258)                  (423)                  (636) 
 Other Income                                 103                    101                    232                    369 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
                                              999                  1,761                  2,935                  4,459 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
 
 Expenses and other items 
 Production                                   444                    881                  1,214                  1,682 
 General and 
  administrative                              989                    911                  2,647                  2,141 
 Severance                                     60                      -                    206                    450 
 Transaction costs                             25                      -                     69                      - 
 Accretion on 
  decommissioning 
  liabilities 
  (notes 4 and 7)                             189                    241                    466                    459 
 Foreign exchange (gain) 
  loss                                      (332)                    815                    412                  (502) 
 Settlement income                              -                  (332)                      -                  (332) 
 Share-based compensation 
  (note 
  8)                                           95                    254                     19                    411 
 Change in estimate on 
  decommissioning 
  liabilities (note 7)                         45                      -                  (664)                      - 
 Depletion and 
  depreciation (notes 
  6)                                            7                    944                     14                  2,222 
                                            1,522                  3,714                  4,383                  6,531 
 Loss for the period 
  before other 
  items                                     (523)                (1,953)                (1,448)                (2,072) 
 
 Gain on sale (note 4)                      6,134                      -                  6,134                      - 
 Currency translation on 
  subsidiaries 
  disposed (note 4)                      (67,005)                      -               (67,005)                      - 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
                                         (60,871)                      -               (60,871)                      - 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
 Loss for the period 
  before income 
  taxes                                  (61,394)                (1,953)               (62,319)                (2,072) 
 
 Income taxes 
 Current tax expense                           19                      -                     41                      - 
 Deferred tax expense 
  (recovery)                                  120                   (54)                    234                     19 
 Net loss                                (61,533)                (1,899)               (62,594)                (2,091) 
 Other comprehensive 
 income (loss) 
 Currency translation on 
  subsidiaries 
  disposed (note 4)                        67,005                      -                 67,005                      - 
 Currency translation 
  adjustments                               (661)                  (236)                (1,388)                (6,081) 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
 Comprehensive income 
  (loss)                                  $ 4,811              $ (2,135)                $ 3,023              $ (8,172) 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
 Net loss per share (note 
 8) 
    Basic and diluted                    $ (0.71)               $ (0.02)               $ (0.72)               $ (0.02) 
 Weighted average number 
  of shares 
  outstanding (thousands)                  86,585                 86,585                 86,585                 86,585 
--------------------------  ---------------------  ---------------------  ---------------------  --------------------- 
 
 

See accompanying notes to the condensed interim consolidated financial statements.

Condensed Interim Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2021 and 2020

 
                                                    Three Months Ended                            Six Months Ended 
 (thousands of US Dollars,                     June 30,       June 30,       June 30,                     June 30, 
  unaudited)                                       2021           2020           2021                         2020 
 
 Cash was provided by (used 
  in): 
 
 Operating activities: 
 Net loss for the period                     $ (61,533)      $ (1,899)     $ (62,594)                    $ (2,091) 
 Depletion and depreciation 
  (note 6)                                            7            944             14                        2,222 
 Share-based compensation (note 
  8)                                                 95            254             19                          411 
 Accretion on decommissioning 
  liabilities (note7)                               189            241            466                          459 
 Change in estimate on decommissioning 
  liabilities (note7)                                45              -          (664)                            - 
 Disposition (note 4)                            60,871              -         60,871                            - 
 Unrealized foreign exchange 
  loss (gain)                                     (313)            853            442                        (629) 
 Deferred tax expense (recovery)                    120           (54)            234                           19 
 Decommissioning costs incurred                       -            (1)              -                         (17) 
 Change in restricted cash                          217              -            215                            - 
 Change in non-cash working 
  capital (note 11)                               (375)            854          (128)                        1,629 
---------------------------------------                  -------------  -------------  --------------------------- 
 Cash (used in) provided by 
  operating activities                            (677)          1,192        (1,125)                        2,003 
---------------------------------------                  -------------  -------------  --------------------------- 
 Financing activities: 
 Principal payments on lease 
  liability                                           -           (17)           (28)                         (41) 
 Cash used in financing activities                    -           (17)           (28)                         (41) 
--------------------------------------- 
 Investing activities: 
 Property and equipment expenditures 
  (note 6)                                          (2)          (684)            (2)                      (2,145) 
 Exploration and evaluation 
  expenditures (note 5)                            (86)        (1,050)          (154)                      (1,471) 
 Assets held for sale expenditures                 (91)              -          (163)                            - 
 Net cash received on disposition 
  (note 4)                                       14,358              -         14,358                            - 
 Change in restricted cash                            -            (1)              -                         (15) 
 Change in non-cash working 
  capital (note 11)                               (412)        (1,596)          (584)                      (2,642) 
---------------------------------------                  -------------  -------------  --------------------------- 
 Cash used in investing activities               13,767        (3,331)         13,455                      (6,273) 
---------------------------------------                  -------------  -------------  --------------------------- 
 Foreign exchange gain (loss) 
  on cash held in foreign currencies                152             71            181                      (1,331) 
---------------------------------------                  -------------  -------------  --------------------------- 
 Net change in cash and cash 
  equivalents                                    13,242        (2,085)         12,483                      (5,642) 
 Cash and cash equivalents, 
  beginning of period                            29,384         32,554         30,143                       36,111 
---------------------------------------                  -------------  -------------  --------------------------- 
 Cash and cash equivalents, 
  end of period                                $ 42,626       $ 30,469       $ 42,626                     $ 30,469 
---------------------------------------  --------------  -------------  -------------  --------------------------- 
 

See accompanying notes to the condensed interim consolidated financial statements.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

For the six months ended June 30, 2021 and 2020

 
 (thousands of 
 US Dollars and     Number 
 thousands of           of                                                                                                  Accumulated 
 shares,            common                                                  Contributed                                     Other Comp.                Total Shareholders' 
 unaudited)         shares                  Share Capital                       Surplus                          Deficit           Loss                             Equity 
---------------  ---------  -----------------------------  ----------------------------  -------------------------------  -------------  --------------------------------- 
 Balance, 
  January 
  1, 2021           86,585                      $ 179,717                      $ 22,410                      $ (104,889)     $ (55,288)                           $ 41,950 
 Net loss for 
  the 
  period                 -                              -                             -                         (62,594)              -                           (62,594) 
 Currency 
  translation 
  adjustments            -                              -                             -                                -         65,617                             65,617 
 Share-based 
  Compensation           -                              -                            44                                -              -                                 44 
---------------  ---------  -----------------------------  ----------------------------  -------------------------------  -------------  --------------------------------- 
 
 June 30, 2021      86,585                      $ 179,717                      $ 22,454                      $ (167,483)       $ 10,329                           $ 45,017 
---------------  ---------  -----------------------------  ----------------------------  -------------------------------  -------------  --------------------------------- 
 
 
 (thousands of 
 US Dollars and     Number 
 thousands of           of                                                                                                     Accumulated 
 shares,            common                                                   Contributed                                       Other Comp.                Total Shareholders' 
 unaudited)         shares                  Share Capital                        Surplus                            Deficit           Loss                             Equity 
---------------  ---------  -----------------------------  -----------------------------  ---------------------------------  -------------  --------------------------------- 
 Balance, 
  January 
  1, 2020           86,585                      $ 179,717                       $ 21,229                         $ (85,355)     $ (49,273)                           $ 66,318 
 Net loss for 
  the 
  period                 -                              -                              -                            (2,091)              -                            (2,091) 
 Currency 
  translation 
  adjustments            -                              -                              -                                  -        (6,081)                            (6,081) 
 Share-based 
  Compensation           -                              -                            497                                  -              -                                497 
---------------  ---------  -----------------------------  -----------------------------  ---------------------------------  -------------  --------------------------------- 
 
 June 30, 2020      86,585                      $ 179,717                       $ 21,726                         $ (87,466)     $ (55,354)                           $ 58,643 
---------------  ---------  -----------------------------  -----------------------------  ---------------------------------  -------------  --------------------------------- 
 

See accompanying notes to the condensed interim consolidated financial statements.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2021 and 2020

(tabular amounts in thousands of US Dollars, except share or per share amounts, unaudited)

   1.    Reporting Entity 

Valeura Energy Inc. ("Valeura" or the "Company") and its subsidiaries (refer to note 2c) are currently engaged in the exploration and development of petroleum and natural gas in Turkey. Valeura is incorporated in Alberta, Canada and has subsidiaries in the Netherlands and Turkey. Valeura's shares are traded on the Toronto Stock Exchange ("TSX") under the trading symbol VLE and the Main Market of the London Stock Exchange ("LSE"), under the trading symbol "VLU". Valeura's head office address is 1200, 202 - 6 Avenue SW, Calgary, AB, Canada.

   2.    Basis of Preparation 
   (a)   Statement of compliance 

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting of the International Financial Reporting Standards ("IFRS"). The attached unaudited condensed interim consolidated financial statements should be read in conjunction with Valeura's audited consolidated financial statements and MD&A for the year ended December 31, 2020. The unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS accounting policies and methods of computation as set forth in Valeura's audited consolidated financial statements for the year ended December 31, 2020, with the exception as noted below of certain disclosures that are normally required to be included in annual consolidated financial statements which have been condensed or omitted in the interim statements.

Operating, transportation and marketing expenses in profit or loss are presented as a combination of function and nature in conformity with industry practices. Depletion and depreciation and finance expenses are presented in a separate line by their nature, while net administrative expenses are presented on a functional basis. The use of estimates and judgements is also consistent with the December 31, 2020 financial statements.

The unaudited condensed interim consolidated financial statements were authorised for issue by the Board of Directors on August 4, 2021.

   (b)   Basis of measurement 

These unaudited condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial and non-financial assets and liabilities, which have been measured at fair value. The methods used to measure fair value are consistent with the Company's December 31, 2020 audited consolidated financial statements.

The COVID-19 pandemic is an evolving situation that may continue to have widespread implications for the Company's business environment, operations, and financial conditions. Management cannot reasonably estimate the length or severity of this pandemic and will continue to monitor the situation closely.

The Company's unaudited condensed interim consolidated financial statements include the accounts of Valeura and its subsidiaries and are expressed in thousands of US Dollars, unless otherwise stated.

   (c)    Functional and presentation currency 

The consolidated financial statements are presented in US Dollars which is Valeura's reporting currency. Valeura's and its foreign subsidiaries transact in currencies other than the US Dollar and have a functional currency of Turkish Lira and Canadian dollars as follows:

 
 Company                        Functional Currency 
 Valeura Energy Inc.            Canadian Dollars 
                               -------------------- 
 Valeura Energy (Netherlands)   Turkish Lira 
  Cooperatief UA 
                               -------------------- 
 Valeura Energy (Netherlands)   Turkish Lira 
  BV 
                               -------------------- 
 

The functional currency of a subsidiary is the currency of the primary economic environment in which the subsidiary operates. Transactions denominated in a currency other than the functional currency are translated at the prevailing rates on the date of the transaction. Any monetary items held in a currency which is not the functional currency of the subsidiary are translated to the functional currency at the prevailing rate as at the date of the statement of financial position. All exchange differences arising as a result of the translation to the functional currency of the subsidiary are recorded in earnings.

Translation of all assets and liabilities from the respective functional currencies to the reporting currency are performed using the rates prevailing at the statement of financial position date. The differences arising upon translation from the functional currency to the reporting currency are recorded as currency translation adjustments in other comprehensive income or loss ("OCI") and are held within accumulated other comprehensive loss until a disposal or partial disposal of a subsidiary. A disposal or partial disposal will then give rise to a realized foreign exchange gain or loss which is recorded in earnings.

   (d)   Use of estimates 

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The ability to make reliable estimates is further influenced by political and economic factors. Management has based its estimates with respect to the Company's operations in Turkey based on information available up to the date these condensed interim consolidated financial statements were approved by the Board of Directors. Significant changes could occur which could materially impact the assumptions and estimates made in these consolidated financial statements. Changes in assumptions are recognised in the financial statements prospectively.

   3.       Restricted Cash 

The Company has restricted cash in the amount of $0.02 million (2020 - $0.23 million) that is securing licence deposits with the General Directorate of Mining and Petroleum Affairs of the Republic of Turkey ("GDMPA"). This restricted cash is held with National Bank of Canada ("NBC") as security, along with the Account Performance Security Guarantee ("APSG") facility described in Note 9, for decommissioning or abandonment obligations and ongoing work programmes on the Company's Turkish licences.

   4.       Disposition 

On May 26, 2021, the Company closed the sale of its shallow conventional gas assets for cash consideration (including closing working capital and effective date adjustments) of $16.85 million, and deferred consideration valued at $1.0 million, with an economic effective date of July 1, 2020 ("the Transaction"). The Transaction was structured as a sale of shares of Thrace Basin Natural Gas (Turkiye) Corporation ("TBNG") and Corporate Resources B.V. ("CRBV"), both of which were wholly owned subsidiaries of Valeura. The deferred consideration is in the form of a cash royalty payable over 5 years, tied to local gas prices, with a minimum payment of $1 million and a maximum of $2.5 million. The retention amount is held in escrow for a period of 1 year from the closing date of the transaction.

The disposition resulted in a gain on disposal of $6.1 million and a currency translation loss of $67.0 million. Per note 2 (c), accumulated other comprehensive income or loss in disposed subsidiaries, due to currency translation losses, must be transferred to retained earnings through the statement of profit and loss.

Recognized amounts of identifiable assets and liabilities disposed of were as follows:

 
 Net assets disposed 
------------------------------------------ 
 Cash                                               $ 2,185 
 Accounts receivable                                   2,418 
 Inventory                                               117 
 Prepaid expenses and deposits                           273 
 Right of use asset                                      340 
 Exploration and evaluation assets                     1,232 
 Property and equipment                               13,914 
 Accounts payable and accrued liabilities            (2,096) 
 Lease liability                                       (279) 
 Deferred income taxes                                 (589) 
 Asset retirement obligation                         (5,755) 
-------------------------------------------  --------------- 
 Total net assets disposed                          $ 11,760 
-------------------------------------------  --------------- 
 
 Consideration 
------------------------------------------   --------------- 
 Cash proceeds                                        16,543 
 Retention                                               310 
 Royalty receivable                                    1,041 
 Total consideration                                $ 17,894 
------------------------------------------- 
 
 
 Gain on disposition                                                 $ 6,134 
-------------------------------------------- 
 Currency translation loss on subsidiaries 
  disposed                                                          (67,005) 
--------------------------------------------  ------------------------------ 
 Total loss on disposition                                        $ (60,871) 
--------------------------------------------  ------------------------------ 
 
   5.       Exploration and Evaluation Assets 
 
 Cost                                                           Total 
 Balance, December 31, 2020                                   $ 1,643 
 Additions                                                        154 
 Capitalised share-based compensation                              29 
 Effects of movements in exchange rates                         (255) 
 Balance, June 30, 2021                                       $ 1,571 
----------------------------------------- 
 
   6.       Property, Plant and Equipment 
 
 Cost                                                                   Total 
---------------------------------- 
 Balance, December 31, 2020                                          $ 15,108 
 Additions                                                                  2 
 Effects of movements in exchange 
  rates                                                               (2,235) 
 Balance, June 30, 2021                                              $ 12,875 
------------------------------------ 
 
 
 Accumulated depletion and                         Total 
  depreciation 
---------------------------------- 
 Balance, December 31, 2020                     $ 14,830 
 Depreciation expense                                 14 
 Effects of movements in exchange 
  rates                                          (2,230) 
 Balance, June 30, 2021                         $ 12,614 
------------------------------------ 
 
 
 Net book value                           Total 
---------------------------- 
 Balance, December 31, 2020               $ 278 
 Balance, June 30, 2021                   $ 261 
------------------------------  --------------- 
 

The depreciation expense recorded in 2021 relates to the Company's corporate assets.

   (a)   Contingencies 

Although the Company believes that it has title to its oil and natural gas properties, it cannot control or completely protect itself against the risk of title disputes or challenges.

The ultimate recovery of property, plant and equipment and exploration and evaluation costs in Turkey is dependent upon the Company obtaining government approvals, obtaining and maintaining licences in good standing, the existence and commercial exploitation of petroleum and natural gas reserves and undeveloped lands, and other uncertainties.

   7.       Decommissioning Obligations 
 
                                                         June 30, 2021 
 Decommissioning obligations, beginning of period              $ 2,161 
 Change in estimates                                             (664) 
 Accretion of decommissioning obligations                          109 
 Effects of movements in exchange rates                          (300) 
--------------------------------------------------  ------------------ 
 Balance, June 30, 2021                                        $ 1,306 
--------------------------------------------------  ------------------ 
 

The Company's decommissioning obligations result from its ownership interest in oil and natural gas assets. The total decommissioning obligation is estimated based on the Company's net ownership interest in all wells, estimated costs to reclaim and abandon these wells and facilities and the estimated timing of the costs to be incurred in future years. The change in estimate is mainly due to a revision in the cost estimates for abandonment and reclamation, an increase in the risk-free interest rate in Turkey (June 30, 2021 - 17.59%; December 31, 2020 - 12.5%) and an increase in the inflation rate in Turkey (June 30, 2021 - 16.59%; December 31, 2020 - 14.6%). The change in estimate has been recorded on the statement of loss and comprehensive loss as the Company has no asset related to the decommissioning liability.

   8.       Share Capital 
   (a)   Issued 
 
 Common shares                              Number of Shares                Amount 
 Balance, June 30, 2021 and December 31, 
  2020                                            86,584,989             $ 179,717 
-----------------------------------------  -----------------  -------------------- 
 
   (b)   Per share amounts 

Per share amounts have been calculated using the weighted average number of common shares outstanding. The weighted average number of common shares outstanding for the three months and the year ended June 30, 2021 is 86,584,989 (June 30, 2020 and December 31, 2020 - 86,584,989). The average number of common shares outstanding was not increased for outstanding stock options as the effect would be anti-dilutive.

   (c)    Stock options 

Valeura has an option programme that entitles officers, directors, employees and consultants to purchase shares in the Company. Options are granted at the market price of the shares at the date of grant, have a seven-year term and vest in thirds over 3 years.

The number and weighted average exercise prices of share options are as follows:

 
                                                                            Weighted average 
                                                                              exercise price 
                                           Number of Options                           (CAD) 
 Balance outstanding, December 31, 2020            5,636,833                          $ 0.57 
 Granted                                           2,312,500                            0.52 
 Expired                                           (360,000)                            0.64 
 Forfeited                                         (895,000)                            1.07 
 Balance outstanding, June 30, 2021                6,694,333                            0.48 
 Exercisable at June 30, 2021                      2,705,509                          $ 0.57 
----------------------------------------  ------------------  ------------------------------ 
 

The following table summarises information about the stock options outstanding and exercisable at June 30, 2021:

 
                             Weighted 
                              average 
 Exercise     Outstanding   remaining             Weighted average   Exercisable                      Weighted average 
 prices           at June        life               exercise price       at June                        exercise price 
 (CAD)           30, 2021     (years)                        (CAD)      30, 2021                                 (CAD) 
 $0.25 - 
  $0.37         2,280,000        5.66                       $ 0.25       773,342                                $ 0.25 
 $0.38 - 
  $0.53         2,312,500        6.74                         0.52             -                                     - 
 $0.54 - 
  $0.74         1,148,500        2.33                         0.62       981,834                                  0.63 
 $0.75 - 
  $4.62           953,333        2.64                         0.76       953,333                                  0.76 
                6,694,333        5.03                       $ 0.48     2,708,509                                $ 0.57 
 

The fair value, at the grant date during the period, of the stock options issued was estimated using the Black-Scholes model with the following weighted average inputs (weighted average fair value per option in CAD):

 
                              June 30, 2021   December 31, 
 Assumptions                                          2020 
------------------------- 
 Risk free interest rate 
  (%)                                   0.8            0.8 
 Expected life (years)                  4.4            4.5 
 Expected volatility (%)               98.0           99.6 
 Forfeiture rate (%)                   11.0            6.8 
 Weighted average fair 
  value per option               $ 0.37             $ 0.20 
---------------------------  --------------  ------------- 
 
   9.       Credit Facilities 

The Company's APSG facility with Export Development Canada ("EDC") is effective from June 16, 2021 to May 31, 2022 with a limit of $0.25 million and can be renewed on an annual basis. The APSG facility, which was issued to NBC allows the Company to use the facility as collateral for certain letters of credit issued by NBC, with a limit of $0.25 million and can be renewed on an annual basis. The Company has issued approximately $0.18 million in letters of credit under the APSG facility at current exchange rates.

   10.     Revenue 

Revenue recorded is for the period until the closing date of the Transaction on May 26, 2021. After the close of the Transaction, the Company's only revenue for the period is interest and other revenue.

For revenue earned until May 26, 2021, under the contracts, the Company was required to deliver a variable volume of natural gas to the contract counter party. Revenue was recognised when a unit of production was delivered to the contract counterparty. The amount of revenue recognised was based on the agreed transaction price, whereby any variability in revenue related specifically to the Company's efforts to transfer production or the customer's demand for natural gas, and therefore the resulting revenue was allocated to the production delivered in the period during which the variability occurs. As a result, none of the variable revenue was considered constrained.

The Company's contracts had a term of one year or less, whereby delivery took place throughout the contract period. Revenues were typically collected between the 12th and 25th day of the month following production.

The Company produced a small amount of crude oil that was sold on a spot basis as volumes warranted. Oil was delivered by truck to customers and revenue was recognised in the period in which the delivery occurred.

In addition to selling natural gas that the Company produced, the Company sold natural gas that it purchased from other producers in the area. This purchased natural gas was sold to the same customers, using the same contracts, through the same distribution network as natural gas the Company produced. The Company purchased natural gas from other producers under contracts that were typically one year or less in length at a discount of between 12.5% and 15% to the BOTAS price. These contracts required the Company to deliver the purchased natural gas to customers. The Company did not have the right, nor the ability, to store the purchased natural gas. Since the Company did not have the ability to influence the decision-making process for the purchased natural gas volumes or the discretion to set prices, did not experience any inventory risk, did not perform any processing of the product and did not remit royalties to the Turkish government for the product, it considered itself an agent in these transactions. Revenue for this purchased gas was included net of purchase cost in other income.

Interest and other revenue is comprised mainly of interest on cash in hand.

All of the Company's natural gas was sold in Turkey, in the Thrace Basin, which is the same area in which it was produced.

 
                              Three Months ended      Six Months Ended 
----------------------- 
                             June 30,   June 30,   June 30,   June 30, 
                                 2021       2020       2021       2020 
-----------------------    ----------  ---------  ---------  --------- 
 Natural Gas                  $ 1,040    $ 1,851    $ 3,031    $ 4,557 
 Crude Oil                          -         67         95        169 
 Petroleum and natural 
  gas sales                   $ 1,040      1,918    $ 3,126    $ 4,726 
------------------------- 
 
 
                                 Three Months ended      Six Months Ended 
-------------------------- 
                                June 30,   June 30,   June 30,   June 30, 
                                    2021       2020       2021       2020 
--------------------------    ----------  ---------  ---------  --------- 
 Royalties - natural gas           $ 130      $ 231      $ 379      $ 569 
 Crude oil                             5          8         14         20 
 Gross overriding royalty              9         19         30         47 
 Royalties                         $ 144        258      $ 423      $ 636 
---------------------------- 
 
 
                                   Three Months ended      Six Months Ended 
---------------------------- 
                                  June 30,   June 30,   June 30,   June 30, 
                                      2021       2020       2021       2020 
----------------------------    ----------  ---------  ---------  --------- 
 Third party natural gas 
  sales net of costs                  $ 69       $ 24      $ 152      $ 125 
 Interest and other revenue             34         77         80        244 
 Other income                        $ 103        101      $ 232      $ 369 
------------------------------ 
 
   11.     Supplemental Cash Flow Information 
 
                                           Three Months ended         Six Months Ended 
----------------------------------- 
                                         June 30,    June 30,    June 30,     June 30, 
                                             2021        2020        2021         2020 
-----------------------------------    ----------  ----------  ----------  ----------- 
 Change in non-cash working 
  capital: 
 Accounts receivable                      $ (638)     $ (727)     $ (526)        $ 785 
 Prepaid expenses and deposits               (33)        (33)       (266)          102 
 Inventory                                      -          13           -           10 
 Accounts payable and accrued 
  liabilities                               (431)        (54)           8      (1,665) 
 Movements in exchange 
  rates                                       315          59          72        (245) 
-------------------------------------  ----------  ----------  ----------  ----------- 
                                          $ (787)     $ (742)     $ (712)    $ (1,013) 
  -----------------------------------  ----------  ----------  ----------  ----------- 
 The change in non-cash working capital has been allocated to the following 
  activities: 
-------------------------------------------------------------------------------------- 
 Operating                                  (375)         854       (128)        1,629 
 Investing                                  (412)     (1,596)       (584)      (2,642) 
-------------------------------------  ----------  ----------  ----------  ----------- 
                                          $ (787)     $ (742)     $ (712)    $ (1,013) 
  -----------------------------------  ----------  ----------  ----------  ----------- 
 
   12.     Financial Risk Management 

The Company's activities expose it to a variety of financial risks that arise as a result of its exploration, development, production, and financing activities such as:

   --    Credit risk 
   --    Market risk 
   --    Liquidity risk 

This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital.

The Board of Directors oversees managements' establishment and execution of the Company's risk management framework. Management has implemented and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities.

   (a)   Credit risk 

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from joint venture partners and oil and natural gas marketers. The maximum exposure to credit risk is as follows:

 
                                         June 30,    December 
                                             2021    31, 2020 
-------------------------------  ---- 
 Joint venture receivable from 
  partners                                   $ 60        $ 89 
 Revenue receivables from 
  customers                                     -       1,688 
 Transaction Retention                        310           - 
 Taxes receivable                             225       1,248 
 Other                                        130           - 
 Accounts receivable                        $ 725     $ 3,025 
-------------------------------------- 
 
 

Trade and other receivables:

The Company's receivables consist mostly of taxes receivable from the Turkish Government (VAT receivable) and a retention amount related to the Transaction which is a portion of the purchase price held in escrow for one year.

Receivables from partners are related to the Company's remaining licenses in Turkey.

   (b)   Market risk 

Market risk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates and interest rates will affect the Company's income or the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while maximizing the Company's return.

Interest rate risk:

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is not currently exposed to interest rate risk as it has no debt.

Liquidity risk:

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with the financial liabilities. The Company's financial liabilities consist of accounts payable. Accounts payable consists of invoices payable to trade suppliers for office, field operating activities and capital expenditures. The Company processes invoices within a normal payment period. Accounts payable have contractual maturities of less than one year. The Company maintains and monitors a certain level of cash which is used to finance all operating and capital expenditures.

Capital management:

The Company's capital structure includes working capital and shareholders' equity. Currently, total capital resources available are working capital and the Company has a significant cash balance of $42.6 million. The Company's objective when managing capital is to maintain a flexible capital structure which allows it to execute its

growth strategy through expenditures on exploration and development activities while maintaining a strong financial

position. The Company's capital structure includes working capital and shareholders' equity. Currently, total capital resources available include working capital and funds flow from operations.

The Company's capital expenditures include expenditures in oil and gas activities which may or may not be successful. The Company makes adjustments to the capital structure in light of changes in economic conditions and the risk characteristics of the underlying petroleum and natural gas assets. In order to maintain or adjust the capital structure, the Company may, from time to time, issue shares, adjust its capital spending or issue debt instruments. The Company is not currently subject to any externally imposed capital requirements as it maintains operatorship over all of its lands in the Thrace Basin.

The successful future operations of the Company are dependent on the ability of the Company to secure sufficient funds through operations, bank financing, equity offerings or other sources and there are no assurances that such funding will be available when needed. Failure to obtain such funding on a timely basis could cause the Company to reduce capital spending and could lead to the loss of exploration licences due to failure to meet drilling deadlines. Valeura has not utilised bank loans or debt capital to finance capital expenditures to date.

Fair value of financial assets and liabilities:

The Company's fair value measurements are classified as one of the following levels of the fair value hierarchy:

Level 1 - inputs represent unadjusted quoted prices in active markets for identical assets and liabilities. An active market is characterized by a high volume of transactions that provides pricing information on an ongoing basis.

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These valuations are based on inputs that can be observed or corroborated in the marketplace, such as market interest rates or forecasted commodity prices.

Level 3 - inputs for the asset or liability are not based on observable market data.

The Company aims to maximize the use of observable inputs when preparing calculations of fair value. Classification of each measurement into the fair value hierarchy is based on the lowest level of input that is significant to the fair value calculation.

The fair value of cash and cash equivalents, accounts receivable, prepaid expenses and deposits, and accounts payable and accrued liabilities approximate their carrying amounts due to their short terms to maturity.

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IR MZGGRMDMGMZZ

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August 05, 2021 02:00 ET (06:00 GMT)

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