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Maha Energy has signed definitive agreements with 3R Petroleum regarding the roll-up of its 15% holdings in 3R Offshore

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce that it has signed the definitive agreements with 3R Petroleum Óleo e Gás S.A. (“3R Petroleum”) to roll up its 15% holdings in 3R Petroleum Offshore S.A. (“3R Offshore”) through merge of its wholly owned subsidiary Maha Energy (Holding) Brasil Ltda. into 3R Petroleum (the “Maha Holding Merger”). In exchange, Maha will receive new ordinary shares issued by 3R Petroleum, equivalent to 2.17% of the total voting and share capital of the entity resulting from the combination of 3R Petroleum and Enauta Participações S.A. (“Enauta”). Hence, together with the shares Maha AB already holds in 3R Petroleum, upon the conclusion of the transaction Maha would hold approximately 4.76% of the shares in the combined 3R Petroleum/Enauta company.

On April 10, 2024, Maha announced that the Company had entered into a Memorandum of Understanding together with Enauta and 3R Petroleum for the potential transaction whereby Maha, in the context of the potential merger of shares being discussed between 3R Petroleum and Enauta, would roll up its 15% holdings in 3R Offshore in exchange for shares in the combined entity.

Maha Holding is a Brazilian limited company its main asset being the indirect shareholding (through its wholly owned subsidiary Maha Offshore) in 3R Offshore. The Maha Holding Merger primarily aims to enable 3R Petroleum to hold (directly or indirectly) 100% of the shares issued by 3R Offshore, while Maha receives new ordinary shares issued by 3R Petroleum. The debentures in 3R Offshore held by Maha will not be included in the transaction between 3R Petroleum and Maha and all the terms and conditions will be unchanged.

“The Brazilian market was ready for a consolidation process, as we anticipated when we acquired our 5% stake in 3R Petroleum in the beginning of 2024. This merger between 3R Petroleum and Enauta will create one of the leading and most diversified independent companies operating in the Latin American oil and gas chain, with a diversified and balanced portfolio, and high growth potential over the next 5 years, with resilience to price cycles and high competitiveness for expansion. Although this transaction, when concluded, should mark that we have about doubled the value of the investment we made in 3R Offshore last year, we still see a substantial upside as the significant synergies between the combined companies materialize,” says Kjetil Solbraekke, CEO of Maha Energy.

Maha, together with other reference shareholders, will enter into a Shareholder Agreement with the specific purposes to vote in favor of any proposed resolution provided under 3R Petroleum’s EGM agenda for the approval of the 3R Petroleum/Enauta Transaction. In the context of the Share Merger, with the aim of providing conditions for the efficient combination between Enauta and 3R Petroleum, the Shareholders will also agree that, for a period of 6 (six) months from the Closing Date of the transaction, any decision to change the composition of the Board of Directors shall require the approval of Shareholders holding 2/3 of the linked shares. In addition, Maha’s shares in 3R Petroleum will be subject to a lock-up undertaking until the EGM of 3R Petroleum is held and resolves on the Enauta Merger transaction.

The implementation of the Maha Holding Merger is subject to the verification of certain conditions precedent, among them the partial segregation of assets and liabilities in Maha Holding, so that Maha Holding will only hold the investment in Maha Offshore and, consequently, in 3R Offshore.

The proposed 3R Petroleum/Enauta transaction is subject to customary precedent conditions and any other conditions agreed by the companies, including (i) the implementation of Maha Holding Merger, (ii) transaction approval by shareholders of 3R Petroleum and Enauta at respective extraordinary general meetings, and (ii) legal and regulatory approvals.

Maha Energy invites to an Investor Meeting

Maha Energy invites shareholders and other interested parties to an Investor Meeting on Wednesday 29 May 2024 at 18:00 CEST in Stockholm, Sweden. The management of the company will hold a corporate presentation and answer questions. Both management and parts of the board of directors will participate.

Venue: GT30, Grev Turegatan 30, Stockholm
Date and Time: 29 May, 18:00 CEST
RSVP: jakob.sintring@maha-energy.com or +46 8 611 05 11 no later than 22 May

For more information, please contact:
Jakob Sintring (Head of IR), Tel: +46 8 611 05 11, jakob.sintring@maha-energy.com

Maha Energy appoints new CFO

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce the appointment of Mr. Roberto Marchiori as new Chief Financial Officer (“CFO”) of Maha Energy effective immediately. Roberto is succeeding Guilherme Guidolin de Campos, who will remain available to the Company and work alongside Roberto over the Q1 report. Guilherme will also be available to support Maha going forward from his new position within the Starboard group of companies, Maha’s reference shareholder.

Roberto has most recently held the position of New Business Development and M&A Director at Maha Energy, co-leading Maha’s Mergers and Acquisitions since 2022. He will, in his new role as CFO, also continue to be responsible for New Business Development and M&A. Roberto has broad experience in investment banking and restructuring. During his 14 years of tenure, he has assisted top management of several companies in a diverse array of industries such as oil & gas, mining, metals, insurance and reinsurance, utilities and transmission lines, retail, and financial services. Before joining Maha, Roberto held the position of Executive Director leading Private Equity investments at Starboard. Roberto holds a BSc in Industrial Engineering from Pontifícia Universidade Católica do Rio de Janeiro, Brazil.

“We are very happy to welcome Roberto in his new role at Maha. Roberto has a deep understanding of both our existing projects and new opportunities to our portfolio, and he will greatly contribute to the future growth of the company. I would also like to thank Guilherme for all his major efforts and dedicated work during a transition time for Maha and wish him every success in future endeavors at Starboard,” Kjetil Solbraekke, CEO of Maha Energy.

Production and operation update April 2024

Maha Energy AB (publ) (“Maha” or the “Company”), announces the preliminary unaudited net production data for April 2024.

Daily average production (boe/day)*
Assets Apr-24 Mar-24 Q1-24 FY-23
Papa Terra cluster* 1,081 1,212 1,204 1,227
Peroá cluster* 470 508 509 518
Illinois Basin 350 330 334 197
Total 1,901 2,050 2,047 1,942

Papa Terra cluster
Production at the Papa Terra cluster decreased 11% from March to April 2024 as a result of ongoing intervention in the production line of the PPT-12 well. The workover campaign to change the ESP pumps (Electrical Submersible Pump) remains in line with the established work schedule, with intervention in the PPT-17, PPT-37 and PPT-50 wells, with a return to the asset's production grid expected in 2Q 2024.

Peroá cluster
Production at the Peroá cluster decreased 7% from March to April 2024. The production was impacted by the stoppage for compressor maintenance at the Cacimbas Gas Treatment Unit, which receives production from the asset.

Illinois Basin
Production at Illinois Basin increased 6% from March to April 2024 after a new production well was repaired and brought back into production in the beginning of the month. The production in April was slightly impacted by flooding.

Maha’s Assets
Maha has an indirect working interest of 15% in the Peroá cluster and 9.375% in the Papa Terra cluster, with 3R Petroleum Offshore S.A. being the operator. Maha is also the operator holding 98.41% working interest in the Illinois Basin.

3R Petroleum
Maha announced in January that the Company acquired 5% of 3R Petroleum Óleo e Gás S.A. (“3R Petroleum”) capital stock. 3R Petroleums’ total production amounted in April 2024 to 44,300 boe/day, an increase of 2% from March to April 2024.

* Note: The information included hereunder relates only to Maha’s entitlement on Peroá and Papa Terra clusters’ production, considering its indirect participation interest on said assets. It was calculated based on the information made public by 3R Petroleum. The production from Peroá and Papa Terra clusters are not consolidated in Maha’s financial reporting. Maha’s share of results from the clusters are instead reported as Income from investment in associate. Maha’s acquisition of the assets was completed on May 23, 2023.

Update on the Papa Terra Field

On May 3, 2024, 3R Petroleum Óleo e Gás S.A. announced that its subsidiary 3R Petroleum Offshore S.A. ("3R Offshore") has initiated the necessary measures before the Brazilian National Agency of Petroleum, Natural Gas and Biofuels ("ANP") in order to carry out the compulsory assignment of the 37.5% stake held by Nova Técnica Energy Ltda. ("Nova Técnica") in the Papa Terra Field. The measures have been initiated following Nova Técnica default of their financial obligations within the scope of Papa Terra’s consortium.

3R Offshore is the operator of the Papa Terra Field, under the terms of the relevant Concession Agreement, holding a 62.5% interest in the asset with Nova Técnica holding the remaining 37.5%. Maha Energy AB (publ), through its subsidiary Maha Energy Offshore Brasil Ltda., has a 15% holding in 3R Offshore.

The right to demand compulsory assignment in conditions of default on financial obligations has an express basis in the private legal instrument that governs the consortium – i.e., the Joint Operating Agreement.

Report on Payments to Governments 2023

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce the publication of the report on payments to governments 2023. The report is available hereto and on the Company’s website at www.maha-energy.com.

Maha Energy’s Annual Report and Sustainability Report 2023

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce the publication of the Annual Report and the Sustainability Report for 2023. The reports are available hereto (in English and Swedish) and on the Company’s website at www.maha-energy.com. Maha has also published the Annual Report in European Single Electronic Format (ESEF).

Update on recent events concerning Venezuela

On April 17, 2024, the Department of the Treasury's Office of Foreign Assets Control (”OFAC”) issued the Venezuela-related General License 44A (“GL 44A”), and the associated frequently asked questions (“Q&A”). GL 44A replaces and supersedes General License 44 (“GL 44”), calling for a wind down for any transactions that were previously authorized and supported by GL 44 within 45 days. Aligned with the OFAC instructions under the aforementioned Q&A, Maha Energy AB (publ) (“Maha” or the “Company”) informs that the Company already has applied for a specific license covering its projects for the Venezuelan oil company PetroUrdaneta. The application was filed with US authorities during the first quarter of 2024.

Although the new GL 44A calls for a wind down any transactions that were previously authorized by GL 44 the Q&A issued by OFAC states that OFAC will consider specific license requests, on a case-by-case basis, for any party seeking to engage in transactions and activities previously authorized by GL 44.

As previously announced, following the signing of the definitive documents to potentially acquire 24 percent of the indirect equity interest in PetroUrdaneta, Maha has continued to closely monitor the development of US sanctions lifting and the impacts of a possible expiration of GN 44. This has led the Company to apply for a specific license with OFAC to cover Maha’s potential project in PetroUrdaneta. This measure is aligned with OFAC’s recent recommendation, as aforementioned.

Notice to attend the Annual General Meeting in Maha Energy AB (publ)

The shareholders in Maha Energy AB (publ), reg. no. 559018-9543, are hereby given notice to attend the annual general meeting at 14:00hs CEST on Wednesday 29 May 2024 at Setterwalls Advokatbyrå’s offices at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences at 13:30hs CEST.

Notice
Shareholders wishing to participate at the meeting must:

  1. be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Tuesday 21 May 2024; and
  2. notify the company of their attendance and any assistant no later than Thursday 23 May 2024. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Magnus Melin, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to magnus.melin@setterwalls.se.

Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.

Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.

Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Tuesday 21 May 2024 at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday 23 May 2024, will, however, be taken into account in the preparation of the share register.

Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website https://maha-energy.com/. The original version of the power of attorney shall also be presented at the meeting.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
  5. Determination of whether the meeting has been duly convened;
  6. Submission of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report on the group;
  7. Resolution in respect of adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet;
  8. Resolution in respect of allocation of the company’s profit or loss according to the adopted balance sheet;
  9. Resolution in respect of the members of the board of directors’ and the managing director’s discharge from liability;
  10. Determination of the number of members of the board of directors and the number of auditors and, where applicable, deputy auditors;
  11. Determination of the fees payable to the members of the board of directors and the auditors;
  12. Election of members of the board of directors, auditors and, where applicable, deputy auditors;
  13. Approval of the remuneration report;
  14. Resolution on changes to the articles of association;
  15. Resolution on an authorization for the Board to decide on the repurchase and transfer of treasury shares;
  16. Resolution regarding an authorization for the board of directors to increase the share capital;
  17. Closing of the meeting.

Proposed resolutions

Item 1. Election of chairman of the meeting
The nomination committee, consisting of Rodrigo Pires, representing Turmalina Fundo de Investimento em Participações Multiestratégia, Luis Araujo representing DBO Invest S.A., Edwyn Neves, representing Banco BTG Pactual, and Paulo Thiago Mendonça, the chairman of the board of directors, proposes that attorney Marcus Nivinger is appointed chairman of the annual general meeting.

Item 8. Allocation of the company’s profit or loss according to the adopted balance sheet
The board of directors proposes that, given the company's net loss, the company’s available funds shall be carried forward in new account and no dividends shall be paid for the last financial year.

Item 10. Determination of the number of members of the board of directors and the number of auditors and deputy auditors
The nomination committee proposes that seven board members are elected.

Further, the nomination committee proposes that a registered public auditor is appointed as auditor.

Item 11. Determination of the fees payable to the members of the board of directors and auditors
The nomination committee proposes that the fees payable to the board of directors for the period until the end of the next annual general meeting shall remain the same and amount to SEK 415,000 to the chairman and SEK 300,000 to each of the other ordinary members (remuneration for committee work not included).

Board members shall also be entitled to invoice the company in so far as they perform services outside the board assignment.

Furthermore, it is proposed, as remuneration for the committee work, the chairman of the audit committee is to receive SEK 60,000 the chairman of the remuneration committee SEK 60,000 the chairman of the reserves and health, safety and environmental committee SEK 60,000 members of the audit committee (the chairman excluded) SEK 40,000 each, members of the remuneration committee (the chairman excluded) SEK 40,000 each and members of the reserves and health, safety and environmental committee (the chairman excluded) SEK 40,000 each.

It is proposed that the company’s auditor shall be paid in accordance with approved invoices.

Item 12. Election of members of the board of directors and auditors
The nomination committee proposes re-election of Fabio Vassel, Paulo Thiago Mendonça, Enrique Peña, Viktor Modigh, Richard Norris, Halvard Idland and Svein Harald Øygard as ordinary board members. The nomination committee proposes re-election of Paulo Thiago Mendonça as chairman of the board of directors.

Information on the board members proposed for re-election can be found in the annual report and on the company’s website at https://maha-energy.com/.

The nomination committee further proposes re-election of the accounting firm Deloitte AB as auditor. Deloitte AB has informed that Andreas Frountzos will continue to be appointed as the auditor-in-charge.

Item 13. Approval of the remuneration report
The board of directors proposes that the general meeting resolves to approve the board’s remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act.

Item 14. Resolution on changes to the articles of association
Through a change to the Swedish Companies Act which entered into force on 1 January 2024, the articles of association of a company may allow for general meetings to be conducted digitally. For such purpose, the board of directors proposes that the general meeting resolves to change § 8 of the articles of association. § 8 is proposed to be changed from “The shareholders’ meeting shall be held in Göteborg, Malmö or Stockholm” to “The shareholders’ meeting shall be held in Göteborg, Malmö, Stockholm or digitally, as determined by the board of directors” and the heading is proposed to be changed from “Place of shareholders’ meeting” to “Format of shareholders’ meeting”.

Item 15. Resolution on authorization for the board of directors to decide on the repurchase and transfer of shares
The board of directors proposes that the general meeting resolves to authorize the board of directors to, until the next annual general meeting, on one or more occasions, resolve on repurchasing so many shares in the company that the company’s holding at no time exceeds 10 percent of all shares in the company (“Repurchasing Program”). The shares shall be acquired (i) on Nasdaq Stockholm and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price, or (ii) through a public offer to all shareholders, whereby the purchase shall be made at a price equivalent to the lowest quoted share price at the time and a maximum of 150 per cent of the current quoted share price. Payment for shares repurchased shall be in cash. The board of directors may resolve to implement a Repurchasing Program in accordance with Article 5 of the EU Market Abuse Regulation.

Furthermore, the board of directors proposes that the general meeting resolves to authorize the board of directors until the next annual general meeting, on one or more occasions, to resolve on the transfer of the Company’s own shares, re-purchased in the context of a Repurchasing Program. The number of shares transferred may not exceed the total number of shares held by the company at any time. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders’ preferential rights. The transfer of shares on Nasdaq Stockholm shall be conducted at a price within the registered price range at the time of the transfer. The transfer of shares outside Nasdaq Stockholm shall be made at a price in cash or value received that in all material respect corresponds to the share price at the time of the transfer of the shares in the company.

The purpose of the above authorizations is to give the board of directors greater scope to act when working with the company’s capital structure and thereby contribute to increased shareholder value and that the company in a time efficient manner shall be able to make payment with own shares in connection with possible acquisitions of businesses that the company may undertake. The purpose of the authorization is also to be able to use the proceeds from the divestment of own shares in connection with, for example, investments in the company's own ongoing or future projects and any acquisitions of companies that the company may undertake.

The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution.

Majority requirements
For a valid decision on the proposal on an authorization for the board of directors, as outlined above, requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.

Item 16. Resolution regarding authorization for the board of directors to increase the share capital
The board of directors proposes that the general meeting resolves on an authorization for the board of directors to – for the period up to the next annual general meeting and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The company’s share capital may by support of the authorization be increased by an amount corresponding to 20 percent of the share capital and number of shares in the company as of on the date the board of directors make use of the authorization. Deviation from the shareholders’ preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions. The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution.

Majority requirements
For a valid decision on the proposal on an authorization for the board of directors, as outlined above, requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.

Number of shares and votes in the company
The total number of shares in the company at the time of issuance of this notice is 178,444,753 and the total number of votes for all issued shares in the company is 178,444,753 votes. The company does not hold any of its own shares.

Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

Documentation
The financial accounts, auditor’s report, complete proposals for resolution and other documents to be dealt with at the general meeting will be kept available at the company’s office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website https://www.maha-energy.com. All the above mentioned documents will also be presented at the general meeting.
_____
Stockholm, April 2024
The board of directors

Production and operation update March 2024

Maha Energy AB (publ) (“Maha” or the “Company”), announces the preliminary unaudited net production data for March 2024.

Daily average production (boe/day)*
Assets Mar-24 Feb-24 Jan-24 Q1-24 FY-23
Papa Terra cluster* 1,212 787 1,588 1,204 1,227
Peroá cluster* 508 509 510 509 518
Illinois Basin 330 356 317 334 197
Total 2,050 1,652 2,415 2,047 1,942

Papa Terra cluster
Production at the Papa Terra cluster increased 54% from February to March 2024, mainly as a result of greater operational efficiency in the active wells, following the connection of the PPT-12 well in February 2024. The workover campaign to change the ESP pumps (Electrical Submersible Pump) continues, in line with the work schedule established for the asset, with intervention in the PPT-17, PPT-37 and PPT-50 wells.

Peroá cluster
Production at the Peroá cluster remained stable February to March 2024 as a result of the sale of the natural gas volume outlined in the take-or-pay contract, which is lower than the asset’s current production capacity.

Illinois Basin
Production at Illinois Basin decreased 7% from February to March 2024. The decreased production was caused by an issue in one of the new production wells drilled in Q4-23. The repair of the well has been completed and the well is back in production as of 5th April. The production decrease was mitigated by the oil production launch of the third new well during the month.

Maha’s Assets
Maha has an indirect working interest of 15% in the Peroá cluster and 9.375% in the Papa Terra cluster, with 3R Petroleum Offshore S.A. being the operator. Maha is also the operator holding 97% working interest in the Illinois Basin.

3R Petroleum
Maha announced in January that the Company acquired 5% of 3R Petroleum Óleo e Gás S.A. (“3R Petroleum”) capital stock. 3R Petroleums’ total production amounted in March 2024 to 43,269 boe/day, an increase of 1% from February to March 2024.

* Note: The information included hereunder relates only to Maha’s entitlement on Peroá and Papa Terra clusters’ production, considering its indirect participation interest on said assets. It was calculated based on the information made public by 3R Petroleum. The production from Peroá and Papa Terra clusters are not consolidated in Maha’s financial reporting. Maha’s share of results from the clusters are instead reported as Income from investment in associate. Maha’s acquisition of the assets was completed on May 23, 2023.