Valeura Energy Inc. ($VLE)

Hi's, everyone. Thanks for joining us for Valeura's 2026 -- I almost said '25, 2026 AGM. My name is Robin Martin, SVP, Communications and Investor Relations. Just a few housekeeping items before we get going. No fire drills scheduled for today. So if we hear an alarm, it's the real deal. If we need to evacuate, that will be through the back of the room, up the stairs, out the front door, and we'll follow the instructions from the petroleum club thereafter. Today's event is being broadcast and recorded, and we'll make that available online later today or tomorrow. Running order for the day. So in a moment, I'm going to hand over to Dr. Tim Marchant, our Chairman, who will take us through the formal AGM. Thereafter, Tim will hand over to Dr. Sean Guest, our CEO, to do a business update. At the end, we'll take a Q&A session. We can do that live with those of you in the room. And for those who are listening online, you can either type your questions through e-mail or type them through the MS Teams' system. So with that, over to you, Tim. 4:00 on the dot.

I appreciate the support. So good afternoon, everybody. It is 4:00, and I will ask that this meeting come to order. My name is Tim Marchant, and I'm the Chairman of the Board of Directors of Valeura Energy. I will act as the Chair for today's meeting. On behalf of Valeura, I'd like to welcome you all to today's meeting. And I'd also like to welcome the shareholders and others listening on our live audio broadcast. Before we proceed with the formal business of the meeting, I'd like to introduce the directors and the management of Valeura who are present today, and I would ask that each stand momentarily if I remember to call their names. First, our directors, Tim Chapman; Anna Green; Russell Hiscock; Lina Lee; Sean Guest, also our CEO, as you all know. From the management team, we have Yacine Ben-Meriem, our CFO; we have Greg Kulawski, our member this year, our COO; Kelvin Tang, our EVP, Corporate General Counsel and Corporate Secretary; Robin Martin, who has already introduced himself to you; and James Boyd, who is our Chief Information Officer. We're also joined today by our Pipeline Director, Jim McFarland and our Founding CEO; and our new Director nominee, Joetompkins . You can get to know Joe after the formal proceedings. Before proceeding with the business of the meeting, I would like to inform the attendees of the meeting that the Board decided to extend the cutoff for proxies in respect to this meeting by an additional 24 hours from the original deadline. And all proxies received prior to 4:00 p.m. May 13, so yesterday, have been accepted. For this meeting, Kelvin Tang will act as the Secretary, and I appoint the representatives of Computershare Trust Company of Canada to act as the scrutineers. Thank you. The notice calling this meeting, the form of proxy and the mailing request form were sent to all those that requested printed copies of the information circular, these were mailed to all registered shareholders on April 17, 2026. The declaration of mailing is available for inspection by any shareholder, and I would ask the secretary to file a copy with the minutes. I've been advised by the scrutineers that the quorum has been met for this meeting. The scrutineers' report is available for inspection by any shareholder, and I would ask that the secretary file a copy of this also with the minutes. With that said, I declare the meeting is regularly called and properly constituted for the transaction of business. As Robin said earlier, for convenience, we've divided this meeting into 2 parts. The first part will deal with the formal business of the meeting and is the most exciting. The second part will consist of a presentation by Sean Guest, our President and CEO, on the operations of Valeura and will be followed, as Robin said, by questions from registered shareholders and proxy holders. To facilitate the timely completion of the formal business, arrangements have been made with certain shareholders to move and second the resolutions to be considered. Votes will be conducted by way of ballot. If you are a registered shareholder and have not received or submitted a form of proxy or you're a proxy holder and you have not received a ballot, please identify yourself to the scrutineers and a ballot will be provided for you. Thank you. The first item of business is the presentation of the 2025 audited financial statements of Valeura and the auditor's report therein. The financial statements are available on SEDAR+ and have been sent to those shareholders who have requested copies. The next item of business is the appointment of the auditors. May I please have a motion for such business?

Mr. Chair, I move that Deloitte & Touche LLP Singapore be appointed as auditor of Valeura to hold office until the close of the next annual meeting or until their successor are appointed. As such, remuneration is now to be determined by the Board.

Is there a seconder?

Mr. Chair, I second the motion.

Any discussion? As previously stated, the approval of the auditors of the corporation will be voted by way of ballot. If you have not received a ballot, please identify yourself to the scrutineers. I'm advised by the scrutineers that the motion has been carried by the necessary majority. Accordingly, I declare the motion carried. The next item of business is the election of the directors. Valeura has nominated 8 directors for election and will not receive any -- and did not receive any nominations from shareholders in accordance with our bylaws. Accordingly, I will now receive the corporation's director nominations.

Mr. Chair, I nominate the following for election as directors of Valeura: William Sean Guest, Timothy R. Marchant, Russell J. Hiscock, Timothy N. Chapman, Lina Lee, Anna Green, Chalermchai Mahagitsiri and Joseph A. Tomkiewicz.

May I now have a motion for this business?

Mr. Chair, I move that the corporation directors nominee be elected as Directors of Valeura to hold office until the close of the next annual meeting or until their successors are elected or appointed.

Is there a seconder?

Mr. Chair, I second the motion.

In accordance with Valeura's majority voting policy, the directors will be elected individually by way of ballot. For a nominee to be elected as a director, he or she must receive a majority of the votes cast in favor of his or her election. If you have not received a ballot, please identify yourself to the scrutineers. I'm advised by the scrutineers that each director nominee has received greater than 50% of the votes cast in favor of his or her election as required by our majority voting policy. Accordingly, I declare the motion carried and that each nominee has been elected a director. The next item of business is the approval of all unallocated options under the stock option plan of Valeura. May I please have a motion for such business?

Mr. Chair, I move that the resolution on Page 13 of the information circular be approved.

Is there a seconder?

Mr. Chair, I second the motion.

Any discussion? As stated previously, the approval of all unallocated options under the stock option plan of the corporation will be voted on by way of ballot. If you have not received a ballot, please identify yourself to the scrutineers. I'm advised by the scrutineers that the motion has been carried by the necessary majority. Accordingly, I declare the motion carried. The next item of business is the approval of all unallocated performance share units and restricted share units under the performance and restricted share unit plan of Valeura. May I please have a motion?

Mr. Chair, I move that the resolution on Page 14 and 15 of the information circular be approved.

Is there a seconder?

Mr. Chair, I second the motion.

Any discussion? As stated previously, the approval of all unallocated performance share units and restricted share units under the performance and restricted share unit plan of the corporation will be voted on by way of ballot. If you've not received a ballot, please identify yourself to the scrutineers. I'm advised by the scrutineers that the motion has been carried by the necessary majority. Accordingly, I declare the motion carried. That now concludes the formal business of the meeting. I declare the formal part of the meeting terminated, and thank you all for attending. Now that the formalities have been completed, Sean Guest, our President and CEO, will give an update on Valeura's operations. If you have any questions at the end of the presentation for those of you who are in the room, we ask that you raise your hand, wait to be acknowledged and be handed a microphone and then begin your question by identifying yourself and indicating whether you are a registered shareholder or a proxy holder. For those of you listening online, you can submit questions through the Q&A feature on Teams or by e-mail. Thank you. Sean, over to you.

Thank you very much, Tim. Thank you all for coming here today and being with us. Now when I look back about a year ago, we were together here in this building and doing our AGM. And at that time, we had just gone through an oil price shock. We've seen prices drop over 15%. We were looking at oil in kind of the low $60s at that point in time. And here we are a year later, and actually we're dealing with an oil price shock again, but this way, going the other direction. But in many ways, it kind of supports our business model because we've designed this company to deliver really good returns at $65 and to also then give everyone really good exposure to the upside that exists. So Robert, if you can jump forward a couple of slides. So looking at the last year, just glancing back over to some of the key points is we're currently just over USD 1 billion. A year ago, we were just over $600 million. Part of that is due to the increase in oil price, but actually, a lot of that increase we saw the increase in share price all occurred prior to the Iran war and the closing of the Strait of Hormuz. Another area we knew we had to focus on the company was reserves when we took over the assets in Mubadala. It was the challenge that shareholders saw. We had yet another year of, in this case, almost 200% reserve replacement, which has taken us up to about 58 million barrels of reserves, and that's approaching just under 8 years reserve life index, more than double what we had when we took over these assets. And the other key point really being as well with that high reserve replacement ratio. is that we've produced pretty well all of the oil that we bought a few years ago, and yet we still have double the reserves. And that's what you can get here in Thailand. It's just another year of success in that direction. It was exactly a year ago, we took FID on what was the biggest project the company had ever undertaken, the new central processing platform and redevelopment of the Wassana field. We're now here a year later. That project is on schedule and on budget. And in fact, we do expect to come in under budget on that, and we're even seeing if we can deliver that early. But the project is going extremely well at this point in time. So on new business, we farmed into the G1, G3 blocks with the NOC, PTTEP. When we looked at the map a year ago on the right-hand side, we had tiny little yellow areas that were just our field. Now we're holding some of the biggest acreage positions in the Gulf of Thailand next to some of the biggest producing assets as well as our assets. So that's a very important deal that we've managed to get through, and I'll talk a bit more about that on the end. And then on the farm-out side, we actually have operations going on in Turkey now. Many of you here in this room even have been involved in the company since those days in Turkey, where we've held those assets, managed to protect them, and now we've had a farm and we have some operations ongoing. Obviously, for us, that's blue sky upside, but if that works over there, that has huge potential. And then the last point is the oil price. As we said, we have no debt. We are unhedged. You won't see in our Q1 or our financials any hedging losses. We are fully exposed to that oil price. So it's been an extremely good year. We're very pleased with the growth we've managed to deliver. Next slide, Robin. So just a couple of other points actually on where we're at. The bottom right slide, there are a number of awards we had. Well, at the end of last year, we were actually awarded by The Globe and Mail, the #1 growing company in Canada. That's across all industries, and that's based on 3 years increasing revenue. The other point is with that increase in share price, we have built up the cash position. So right now, just at the end of Q1, we're just over $0.25 billion cash in the bank. Okay. Next slide. And I just want to reiterate again to all shareholders and that what is the strategy of the company. Our strategy is based on growth. We're looking to really use the capital we have, use our assets, our relationships to build the company and return value to people through share price growth. That's what we've been able to do in the past 3 years, and that's what we intend to do going forward. Now the key pillars of that are really looking at the asset base we have is looking at that as a foundation of cash flow, and we've been able to do that. We can see we're extending the life of these assets. We're getting good cash flow from them, especially in the current environment. Operational excellence. Greg's background, my background, Shell, Woodside, we bring that type of professional approach to the assets. It's very important to us that we run these things as top quality assets. And it's actually bought us a lot in relationships as well, the respect that we've got in Thailand by making sometimes a hard decision to shut in a field if we're concerned about the asset, but to correct it and then bring it back online. That's worked very well. And then the inorganic growth. Of course, we did the G1, G3 deal last year, but we continue to look for more deals in that area. And that's where we actually have the cash position that we currently have is to be able to do that deal with the cash and debt access and still do deals of very significant scale. Next slide. So I'll just put in a couple of slides on Q1 where we released the results this morning. Some of these were released earlier, but you can see the revenue for the first quarter was actually quite low. And what we had was as we sell packages of oil from our tankers in March, the buyers were able to actually push that just out into April. So we had no oil sales in March, which you'll know is, of course, the time of high prices, right? Now all of -- a lot of that inventory was then sold in the first few days of April, and we've got back now to having very good sales looking in April. So if you look at our revenue that we had of $92 million for the first quarter, we had almost the same revenue. We're just over $90 million for April alone. So then you can start to look at, well, what does that mean from a cash flow point of view? Well, you can quite simply work it out in your head. The OpEx we had on April is 1/3. The SG&A is approximately 1/3. The royalties and that stay the same, and we're still -- we have very low tax exposure because of those tax losses we have. So you can see where that's going to leave you on an adjusted free cash flow at the end, the cash flow from operations. It can be very strong for April, and let's see what's going to happen in May. We're still getting strong sales, and we're seeing strong prices. So it's really bringing a boost of cash flow into the company. Next slide. And then just again, we commented that we have very good cash. Now we are down a bit from where we were at year-end last year. We expected that to be the case. Not just that we had the lower revenues in this quarter, but also this was a quarter where we're investing heavily in building the Wassana platform. And in addition, we went out and bought one of the FSOs. We knew that this was an investing quarter. But if you look at that inventory and the amount of inventory that was sold in the first few days after the end of April, that would add about an extra, I think, after royalties another $60 million in cash. Next slide. So as we kind of then look forward to the year and how things performed so far, what are we thinking about in guidance? Production, we are right on where we expect to be, right? OpEx, we're still within our guidance on OpEx. If oil prices stay really high for a lot of the year, well, we would see our OpEx creep up a bit because we buy -- we use a lot of diesel and obviously, that's costing more in this environment. But obviously, recognize if oil prices stay high, the revenue side of the equation is extremely high. So we feel very well situated in those 2 areas going forward. Now CapEx. All of the projects we've talked about our drilling, the Wassana platform are all running on budget, but we are increasing the CapEx because with the higher price that, we've been able to get a very good rig contract, and we're planning to bring that rig in and started drilling earlier. So we expect about 2 months earlier than planned. So you've got extra drilling and as we've talked about as well, we're going to do an expansion on the Nong Yao A facility to allow us to put in 4 more well slots and then go and drill on those well slots. So you can just increase the production from that platform going forward. So all in all, guidance looking good for the year. Next slide. So the 2 things I just wanted to talk about from an asset point of view is one, the Wassana redevelopment, which is going extremely well. Now as I said, we took this decision about 12 months ago when oil was at $65. And we were looking at this decision as well, how does this project look even running it down to $60 or even lower. And the economics on the project are very good. Obviously, now as we look at where oil price is and look forward a bit, the economics on this look even better. And as I said, I expect we're going to come in on or even under budget on this. We did announce recently that we just signed a 3-year rig contract, which is one of the first things that will do is the drilling on Nong Yao and then on this project. Our timing on that was extremely good. We went out for tender at the end of last year when you were looking at that low oil price environment. And the bids that we got coming in were really almost at a level that we saw back in COVID times. And therefore, we've locked in the pricing for 3 years for a full 3-year contract. We have the drilling portfolio. We have the projects that can underpin that and the price is low that really increases the economics of all our projects. Next slide. So we announced last year too, we did the farm-in with the NOC PTTEP, pretty well in ground floor terms across their exploration blocks. We have 40%. They have 60% in the blocks. Now this is just the one block we're most excited, and we'll come out with more details on this as we progress here. But to give you an idea of scale as we sit here in Calgary, the size of this block on the right-hand side over there is pretty well the distance from Calgary to Edmonton. And what you see on the right-hand side or to the east are some of the biggest gas fields in Thailand. So the Bangkok field doing about 800 million a day, and we're right up against that. There are discoveries is already there. So in that central area in green, this has already been converted over to a production area, and we expect to come forward with an FID on 2 gas platforms this year. So kind of watch this space, that work is maturing and looking very good. The economics on the project are good. The other area for us that's very exciting here is up in the very north, that's our Nong Yao facility. And the map in the left side down below shows our Nong Yao field and where the platform is. We already have a whole portfolio of drillable prospects from our platform in this block. And we've identified a suite of exploration opportunities that extend up towards the north. We expect we've acquired a lot of new seismic here. It's coming to the workstation. But I think in Q1 next year, the plan with PTTEP is we'll go in and drill a couple of oil wells here to allow that whole area to be converted to an oil production area that will then form tiebacks into our own Nong Yao facility. So this is a very exciting exploration block where exploration is going to convert to cash flow extremely quickly. And just looking at cash flow, what are we doing with our cash flow or our capital allocation policy? The first one is the reinvestment into our assets. And this we've talked about a lot. We intend to keep the assets we bought originally at about 20,000 to 25,000 barrels a day. We have the capital to do that. You can see our cash flow is fully funding a whole new platform and redevelopment of Wassana. It's also sufficient to do the platforms that are coming from PTTEP. We have the cash flow from this to fully fund those. Next, we are very focused on the M&A. The deal last year was a farm-in is fairly small, but we do see the big deals out there, and we are actively involved in some processes. I think I pointed out in our last call, oil price volatility is challenging. It will likely make a few deals go slower, but corporate deals, it doesn't slow down at all, right? You still have that ability to move forward. That's where the growth is coming in. And finally, then returns. And we have had a share buyback policy in place, but what we have emphasized to people is we're not looking to really reduce the share count. We're looking to manage it. So we're buying out dilutive instruments. We're doing some share buybacks, but just really to keep the share count at where we've had it or a little bit below. What we will need to look at as well this year, with this boost in cash flow that we're currently getting and having over $0.25 billion in the bank already, we've said that's sufficient to look at significant deal size. If we get through the latter half of the year and those deals are not there, then we'll likely have to sit down with the Board and look at what we're going to do with that excess cash as to how we might return it. Next slide. So finally, just touching on some of the ESG aspects. I think the one thing we're very proud of is taking over these assets in the first 2 years of production, we were able to reduce the emissions intensity by 30%. So in other words to point out to people, the same oil is being produced, but with 30% less emissions. And key to us as well is the projects that we took on reduced OpEx on that. And a lot of it is about using less diesel, right? So with doing that, you're reducing emissions, but you're reducing your OpEx as well. That's gone extremely well. And very well, HSE stats, too. We have not had a lost time incident for coming up now on 3 years. Things are going very well there. No spills, we're all offshore. The team runs this shop very professionally, and we work under a lot of ISO regulations. And I do like to continually emphasize to people, when I look at Thailand and our operations there, we have 200 staff in the office and offshore about 500 full time and then 2 shifts, and we have about 5 expats in country, a quality team of Thai people over there who are running these assets extremely well. Last slide. So really, things have gone extremely well for us since we've moved into Thailand. When I look at what we've done in Thailand, it's really -- you couldn't draw out a better country entry. And we've built up the asset there and the asset base that it can go forward. It's sustainable. It's running itself. It's a strong business unit delivering that cash flow. We still have more growth. There are other assets we're looking for there in Thailand. But the country entry into Thailand has gone very well. Where we, as an executive, have been focused now much more and going forward is where are we going to repeat this now? What's the next country that we're going to move in to do this. And it's going to be another exciting year as I see coming up. Good cash flow, looking for growth. Thank you very much.

Thanks, Seans. Okay. So we'll move into a Q&A session now. We're, as I mentioned, able to take questions from the room. If you'd like to ask a question, raise your hand, Thomas will bring you a microphone.

It's [ Jeffrey Say ], and I have unregistered shares. Do you have any more details on the testing in Turkey when we might expect results from that?

Yes, Jeffrey. It's a good question. We do get it quite a bit. We're a little disappointed at the time it's going to take to really set this up. But in our discussions with Transatlantic who are operating that testing out there, they're really looking at getting this testing set up that it can be low cost. And what they're trying to achieve is a test that we're not going to test the well for a week or a month or 2 months. They want to see the ability to have this test set up and run for a long time. So they have got all the equipment out there, but they've just had some issues on power that I understand they're solving at this point in time. So hopefully, we'll get back to testing. But disappointingly, since we talked about this a few months ago, we actually have no new data I can talk about on that. But where we're really looking at now in those assets, it's about setting it up for the next 2-year phase for the blocks, fulfilling the commitments, getting the testing ongoing, protecting the rights we have there to allow this work to then progress forward.

Will it be testing a vertical well or are they drilled a horizontal?

No, this is going back into the original wells that we drilled several years ago. And there was a new frac stimulation and test in the well, and that's actually what they're working on now. It's a different zone than we tested before, but it is all vertical. So there's no expectation of getting a really high flow rate. What you're looking for is sustainability and then getting the tech cost low that you can show you can keep this thing on and then model it up to a horizontal.

Okay. We'll take another question from the room. And just a reminder to the online audience that you can use the Q&A feature in Teams if there's anything you'd like to ask or e-mail us with that address you see on the screen.

[ Keith McDonald ]. I'm a shareholder. Sean, any more visibility on the actual approval of government approval requirement and the signing?

Yes. And what you're pointing to there is G1 and G3, those were done, submitted to the government and then you had a new election within Thailand, where everything has actually slowed down, right, they went through an election, but they now have had the election. The cabin has been appointed. You have an energy minister. It's our understanding that, that now has moved forward to his desk. But there's a few other things going on in energy right now. I can say that the cabin is quite focused on. But whether it's next week, next month, next quarter, we're not sure, but we have ways to move forward with PTTEP, and we are working with them every week. So our team is working with them on working these projects together.

Okay. We've got a couple of online questions as well, Sean. First one, with your additional drilling in Q4 that wasn't originally planned as well as more well slots at Nong Yao, when do you expect we'll see production increases?

Yes. So we're drilling through to the end of August, and then we're going to stop for probably a few months and then come back and start drilling. So you will see the production fall off. during that time period. And then once we get the drilling back on, then you're going to get those new wells come on. But we haven't really said we're going to be at the upper end of production because if you're drilling development wells right at the end of Q4, you don't get a lot of contribution for that year. Where we see we're going to get the production coming on is actually in '27. So that's the focus just to increase it then.

Okay. One more here. Your April realized price was $110, which looks like a small premium to Dubai. With all the talk out there about the difference between physical and paper prices in oil, why wasn't the premium higher? And what should we expect going forward?

Yes. So a lot of this has to do with actually how we tender for our oil. So we'll decide we're going to do spot cargoes and maybe we'll put out in and we would go now for maybe tenders in June, that sort of time period. So June or July even, right? So you're a few months late. So the bidding that was done in February was likely for April pricing, right? So the premiums that we were getting in the bidding were related to the low oil price. What we're seeing now is the premiums we're getting on a number of the fields are much higher. And in fact, if prices were to fall tomorrow to $80, we would still be getting that higher premium. So it's that fact, there's a couple of month delay that comes in there from when we actually go to tender the oil to when it's actually sold and you get the revenue.

Thanks for that. We have no further questions online. Anything else from the room? With that, over to you to wrap up, Sean.

Again, thank you very much for coming. Again, we've been on a very good run, delivering value to shareholders, and we see ways to continue this as we move forward over the next year or 2. So thank you to our team, the executive here in the room, to the Board, to our whole team in Thailand, who've been working extremely hard and to all of you as shareholders. We look forward to continuing to work together. Thank you.