ArchivesEnglish

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 3:00 p.m. CET on Thursday 27 May 2021. The meeting will be held through postal voting only (see below). 

Special arrangements due to the risk for spread of the virus COVID-19 (coronavirus)

The board of directors has, in light of continued spread of the coronavirus and in accordance with the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, decided that the annual general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have only the opportunity to vote by mail prior to the annual general meeting.

Maha welcomes all shareholders to exercise their voting rights at the annual general meeting through postal voting as described below. Information on the resolutions passed at the annual general meeting will be published on Thursday 27 May 2021, as soon as the result of the postal voting has been finally confirmed.  

Notice

Shareholders wishing to participate at the meeting must:

(i)           be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Wednesday 19 May 2021; and

(ii)          notify the company of their attendance no later than Wednesday 26 May 2021 by casting their postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Setterwalls Advokatbyrå AB no later than that day. Please note that a notification to attend the general meeting can only be done by a postal vote.

A shareholder represented by proxy shall issue a power of attorney. Further instructions regarding this are available below under the heading “Proxy voting”.

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 (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting through postal voting. The shareholder must inform the nominee well in advance of Wednesday 19 May 2021, 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 Friday 21 May 2021, will, however, be taken into account in the preparation of the share register.

Postal voting

The shareholders may exercise their voting rights at the annual general meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for postal voting. The form will be available on the company’s website, www.mahaenergy.ca. The postal voting form is considered as the notification of participation at the annual general meeting.

The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Wednesday 26 May 2021. The form may be submitted by post to Setterwalls Advokatbyrå AB, attn: Magnus Melin, P.O. Box 1050, 101 39 Stockholm, Sweden or via e-mail to magnus.melin@setterwalls.se.

The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.  

The shareholders may request in the postal voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of postal voting. Such general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.

Proxy voting

A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to postal vote by proxy will be available on the company’s website www.mahaenergy.ca.

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. Resolution regarding principles for the appointment of and instructions regarding a nomination committee;
  14. Resolution on a policy for remuneration to the senior executives;
  15. Approval of the remuneration report;
  16. Resolution on an incentive programme and issuance of warrants to the executive management (LTIP 5);
  17. Resolution on an incentive programme and issuance of warrants to the executive management (LTIP 6);
  18. Resolution regarding authorization for the board of directors to increase the share capital;
  19. Closing of the meeting.

Proposed resolutions                

Item 1. Election of chairman of the meeting

The nomination committee, consisting of Jonas Vestin, representing Kvalitena AB, Henrik Morén, representing Jonas Lindvall, Ron Panchuk, representing himself and Harald Pousette, the chairman of the board of directors, proposes that attorney Marcus Nivinger is appointed chairman of the annual general meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors. 

Item 2. Preparation and approval of the voting list

The voting list that is proposed for approval is the voting list to be prepared by Setterwalls Advokatbyrå AB on behalf of the company, based on the shareholders’ register for the general meeting kept by Euroclear Sweden AB, and postal votes received, and approved by the person appointed to approve the minutes.

Item 4. Election of one or two persons who shall approve the minutes of the meeting

The board of directors’ proposes that Lars Carnestedt is to be appointed as person verifying the minutes together with the chairman of the general meeting, or in the event he is prevented from doing so, the person the board of directors appoints instead. The person appointed to verify the minutes shall, apart from approving the minutes of the general meeting together with the chairman of the general meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the general meeting.

Item 8. Allocation of the company’s profit or loss according to the adopted balance sheet

The board of directors proposes that the company’s available funds shall be carried forward in new account and that no dividend 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 six 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 a total of SEK 1,915,000 (remuneration for committee work not included) out of which SEK 415,000 shall be paid to the chairman and SEK 300,000 to each of the other ordinary members. The managing director shall not receive a fee as an ordinary member of the board of directors.

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. The managing director shall not receive remuneration as a member of a committee.    

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 Jonas Lindvall, Anders Ehrenblad, Harald Pousette, Nicholas Walker, Fredrik Cappelen and Seth Lieberman as ordinary board members. The nomination committee proposes re-election of Harald Pousette as chairman of the board of directors.

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

Item 13. Resolution regarding principles for the appointment of and instructions regarding a nomination committee

The nomination committee does not propose any changes to the principles adopted at the annual general meeting in 2020 (applicable until the general meeting decides otherwise). The principles are kept available on the company’s website at www.mahaenergy.ca

Item 14. Resolution on a policy for remuneration to the senior executives

The board of directors of Maha Energy AB (publ) (the “Company”) propose that the general meeting resolves on the adoption of a policy for remuneration and other employment conditions for the Executive Management (Executive Management being; CEO, CFO, COO and VP level), as set forth below, which shall apply for the time being, but at the latest until the annual general meeting to be held in 2025. The guidelines are applicable on agreements entered into after the annual general meeting held in 2021, and as far as changes are made to existing agreements, thereafter.

Remuneration Policy for Maha Energy AB (publ)

Introduction

Purpose

This remuneration policy encompass the Company’s CEO and board members (in so far as they receive remuneration for services provided to the group outside of the scope of the board assignment), any deputy CEO appointed in the Company and other Executive Managers that the Company regards as Executives. To the extent it should follow from good practice on the Swedish stock market, the guidelines shall also be applicable in relation to additional persons. The guidelines do not include remuneration decided by the general meeting. The board of directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. If such deviation occurs, this shall be disclosed for the next annual general meeting. Terms of employments governed by rules other than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Principles, promotion of the Company’s business strategy, long-term interests and sustainability

The board of directors assesses that the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, builds on the Company being able to recruit and retain highly qualified and capable management to achieve set goals. In order to achieve this, the Company must be able to offer competitive total remuneration which these guidelines enable.

Remuneration shall not discriminate on grounds of gender, ethnic background, national origin, age, disability or other irrelevant factors.

Types of remuneration etc.

The main principle is that remuneration and other employment conditions for members of the Executive Management shall be based on market terms and be competitive in order to ensure that the group can attract and retain competent members of the Executive Management at a reasonable cost for the Company. The total remuneration to the Executive Management may consist of fixed cash remuneration, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share or share price-related remuneration.

Fixed cash remuneration

Each member of the Executive Management shall be offered a fixed remuneration to be paid in cash and on market terms commensurate with the international oil and gas sector, based on responsibilities, sector and time experience and performances. The fixed remuneration shall be adjusted annually. In order to avoid that the Executive Management is encouraged to take inappropriate risks, there shall be a fundamental balance between fixed and variable remuneration. The fixed remuneration shall thus be large enough in relation to the total remuneration paid to the Executive Management in order to render it possible to reduce the variable remuneration to zero.

Variable cash remuneration

In addition to the fixed remuneration, the members of the group’s Executive Management may be offered variable remuneration to be paid in cash and based on the result in relation to performance goals within the respective area of responsibility and in line with the shareholders’ interests. Variable remuneration shall be tied to annual performance related objectives and shall amount to a maximum of one hundred per cent of the fixed remuneration. Should variable remuneration paid have been based on information that later shows to have been evidently incorrect, the Company shall have the possibility to request repayment. Variable remuneration shall not be pension qualifying.

Variable remuneration shall be based on clear, predetermined and measurable criteria and predefined individual and operational goals, which can be financial, such as budget control, or non-financial, such as non-productive time measurements or production volume related goals. By setting criteria for variable remuneration for the Executive Management linked to the Company’s earnings as well as sustainability, the Company’s business strategy, long-term interests and competitiveness are promoted. The fulfillment of these criteria shall be measured over a period of one year, and shall be determined based on the Company’s performance and the criteria agreed with the individual member of the Executive Management.

Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executive management, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to fifty per cent of the fixed annual cash remuneration and may not be paid more than once each year per individual.

The Company’s remuneration committee shall propose and evaluate goals for variable remuneration for the group’s Executive Management each year. The evaluation made by the remuneration committee shall be reported to the board of directors.

Long-term share or share-price related incentive programmes

Long-term share-related incentive programmes in the form of warrants giving right to subscribe for new shares have been implemented in the Company. Such programmes have been resolved by the general meeting and are therefore excluded from these guidelines. Warrants entitling the holder to subscribe for new shares in the Company have been issued and allocated to participants under three different incentive programmes for employees and senior management in the Company and its subsidiaries. The first incentive programme was adopted at the annual general meeting held on 30 May 2018, the second was adopted at the annual general meeting held on 23 May 2019, and the third was adopted at the annual general meeting held on 27 May 2020. The warrants issued under the three incentive programmes entitle the holder to subscribe for shares in the Company from 1 May 2021 until and including 30 November 2021, from 1 June 2022 until and including 28 February 2023, and from 1 June 2023 until and including 29 February 2024, respectively. Allocation in the programmes is depending on salary level and time of employment and maximum allocation is conditional upon continued employment during a vesting period of three years.

The share related incentive program is designed to retain and attract long term qualified and committed personnel in a global oil and gas market setting. The program is available to select employees and is meant to re-occur annually.

The remuneration committee and the board of directors shall annually evaluate whether to propose share related incentive programs at the annual general meeting.

Pension

Pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective bargaining agreement provisions. The pension premiums for premium defined pension shall amount to not more than ten percent of the pension qualifying income.

The Company will, at the minimum, follow statutory requirements for pension contributions in each applicable jurisdiction it operates.

Other benefits

Other benefits may include, inter alia, life insurance, health insurance, medical benefits and a company car, and shall be limited in value in relation to other remuneration and shall be paid only in so far as it is considered to be in accordance with the market for other members of executive managements holding corresponding positions on the employment market where the member in question is operating. Premiums and other costs relating to such benefits may amount to not more than ten per cent of the fixed remuneration.

Termination and severance payment

The notice period upon notice given by the Company shall be no longer than six months for all members of the Executive Management, with a right to redundancy payment after the expiration of the notice period corresponding to not more than 100 per cent of the fixed cash remuneration for a maximum of twelve months, meaning that the fixed remuneration and redundancy payment shall together not exceed eighteen months’ fixed salary. Any right to redundancy payment shall, as a main rule, decrease in situations where remuneration is received from another employer. Upon notice given by a member of the Executive Management, the notice period shall generally be six months for the CEO and three months for other members of the Executive Management.

Consideration given to existing salaries and employment conditions for employees

In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The board of directors has established a remuneration committee. The committee’s tasks include preparing the board of directors’ decision to propose guidelines for Executive remuneration. The board of directors shall prepare a proposal for new guidelines when there is need for significant changes and at least every fourth year, and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The committee shall also monitor and evaluate programs for variable remuneration for the Executive Management, the application of the guidelines for Executive remuneration as well as the current remuneration structures and compensation levels in the Company. The members of the committee are independent of the Company and its Executive Management. The CEO and other members of the Executive Management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Information in regards to previously decided remunerat­ion

Except for recurring commitments, there are no remuneration commitments in relation to members of the Executive Management that have not become due.

Item 15. 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 16. Resolution on an incentive programme and issuance of warrants to the executive management (LTIP 5)

The board of directors in Maha Energy AB (publ) (the “Company”) (excluding Jonas Lindvall) proposes that the annual general meeting resolves on an incentive programme for the executive management through issuance of warrants entitling to subscription of new shares of class A in the Company (“Shares”) as set forth below.

Background

The proposal to launch an incentive programme by the issuance of warrants is presented by the board of directors of the Company (excluding Jonas Lindvall) in order to strengthen the retention of senior executives with the company group and to motivate the senior executives to create shareholder value. The board of directors assess that these objectives are in line with all shareholders’ interests.

The programme encompasses senior executives employed by the Company and subsidiaries of the Company (together, the “Group”). Board members not employed by the Group are not allowed to participate. Those entitled to participate in the incentive programme are hereinafter referred to as “Participants”.

Terms and conditions for the issue of warrants

  1. The Company shall issue not more than 1,048,286 warrants. Each warrant entitles to subscription of one (1) new Share, each with a quotient value of SEK 0.011.
  2. The warrants may, with deviation from the shareholders’ preferential rights, only be subscribed for by Maha Energy Inc (the “Subsidiary”), a subsidiary of the Company, after which the Subsidiary is to transfer the warrants to the Participants in accordance with the resolution adopted by the general meeting and instructions from the board of directors of the Company.  
  3. Subscription of warrants shall be made by the Subsidiary on a subscription list following the general meeting’s issue resolution, but no later than 1 June 2021. The board of directors of the Company shall be entitled to prolong the subscription period.
  4. The warrants shall be issued without consideration (i.e. free of charge) to the Subsidiary.
  5. If all issued warrants are subscribed for by the Subsidiary, transferred to and exercised by the Participants for subscription of new Shares, the Company’s share capital will increase with SEK 11,531.146 (subject to potential recalculations in accordance with standard terms and conditions applicable to the warrants).
  6. The warrants may be exercised for subscription of new Shares during the period from and including 1 June 2024 until and including 28 February 2025. Warrants that have not been exercised for subscription of new Shares by 28 February 2025 shall lapse.
  7. Each warrant shall entitle the warrant holder to subscribe for one (1) new Share in the Company at a subscription price per Share (the “Exercise Price”) corresponding to 100% of the volume weighted average last closing price for the Company’s share on Nasdaq Stockholm during the period from and including 21 May 2021 until and including 27 May 2021. Any amount that exceeds the quotient value shall be transferred to the nonrestricted share premium account. The Exercise Price thus calculated shall be rounded off to the nearest whole SEK 0.10, whereupon SEK 0.5 shall be rounded upwards. The Exercise Price may never be below the quotient value of the shares.
  8. The warrants are subject to customary recalculation conditions.

Allocation principles to be applied in relation to Participants

Warrants subscribed for by the Subsidiary shall be transferred to the Participants in accordance with instructions from the board of directors of the Company and the principles set forth below. Any resolution to transfer warrants to the Participants shall be made by the board of directors unanimously. Jonas Lindvall will not participate in any resolution to transfer warrants to himself.

The transfers of warrants from the Subsidiary to the Participants are to be made without consideration (i.e. free of charge).

Warrants are granted under the incentive programme to senior executives of the Group, and are intended to align such individual’s and shareholder interests by attempting to create a direct relation between compensation and shareholder return. Participation in the incentive programme rewards overall corporate performance, as measured through the price of the shares in the Company. In addition, the incentive programme enables senior executives to develop and maintain a significant ownership position in the Company. No Participant may be offered more than 366,900 warrants.

Allocated warrants may be exercised for subscription of new Shares in the Company during the period from and including 1 June 2024 until and including 28 February 2025. Subscription of new Shares may however not take place during so-called closed periods according to the EU Market Abuse Regulation, or otherwise in breach of relevant insider rules and regulations (including the Company’s internal guidelines in this respect).

Warrant agreement

All warrants will be governed by warrant agreements to be entered into between each Participant and the Subsidiary in connection with the transfer of warrants from the Subsidiary. The warrant agreement will include a so-called vesting structure, certain transfer restrictions and other terms and conditions customary for such agreements. The vesting period until a share may be acquired may not be less than three years.

Reasons for the deviation from the shareholders’ preferential rights

The reasons for the deviation from the shareholders’ preferential rights is that the Company wishes to offer warrants to the executive management of the Group in order to strengthen the retention of senior executives and to motivate them to contribute to the creation of shareholder value.

Dilution, costs, etc.

Upon full subscription, transfer and exercise of all 1,048,286 issued warrants; a total of 1,048,286 new Shares will be issued in the Company (subject to potential recalculations in accordance with standard terms and conditions applicable to the warrants). This would lead to a dilution corresponding to approx. 1 per cent of the total share capital and number of votes in the Company (based on the share capital and number of shares in the Company registered as of the date of this proposal and calculated as the maximum amount of share capital and number of shares that may be issued, divided by the total share capital and the total number of shares in the Company after the proposed warrants to be issued have been exercised).

The incentive programme is expected to have a marginal effect on the Company's earnings per share. A preliminary estimate of the market value of the warrants is SEK 5.64 per warrant for the call period (as at 26 April 2021), assuming an underlying market value and exercise price of SEK 12.64 per share (as at 26 April 2021). The Black Scholes valuation model has been used for valuing the warrants and assumes a risk free interest of -0.27 percent and a volatility of 61.6 percent.

Costs related to the issuance of warrants under the incentive programme will be accounted for in accordance with IFRS 2 and recognized as an expense in the income statement during the vesting period. The preliminary estimate of total cost to be recorded during the term of the programme is SEK 5,912,222. Ongoing administration costs and other costs of the programme are minimal.

Outstanding incentive programmes

In addition, 1,710,000 warrants are outstanding under three (3) Long Term Incentive Programs for employees and senior management of the Group, of which the first program comprises of 750,000 warrants (“Program Two”), the second program comprises of 500,000 warrants (“Program Three”), and the third program comprises of 460,000 warrants (“Program Four”). Each warrant under the respective program entitles to subscribe for one new share in the Company. The exercise price of the warrants corresponds to 100 per cent of the volume weighted average last closing price for the Company’s share on Nasdaq First North Growth Market during the period from and including (i) 24 May 2018 until and including 29 May 2018 for Program Two, (ii) 17 May 2019 until and including 23 May 2019 for Program Three, and (iii) 20 May 2020 until and including 27 May 2020 for Program Four. The warrants may be exercised from and including (i) 1 May 2021 until and including 30 November 2021 for Program Two, (ii) 1 June 2022 until and including 28 February 2023 for Program Three, and (iii) 1 June 2023 until and including 29 February 2024 for Program Four.

Approval of transfer of warrants from the Subsidiary to Participants

A resolution to issue warrants in accordance with this proposal also includes an approval of the transfers of warrants from the Subsidiary to the Participants.   

Preparation of the proposal

This proposal has been prepared by the board of directors (excluding Jonas Lindvall) together with external consultants. The final proposal has been presented by the board of directors (excluding Jonas Lindvall).

Majority requirements

This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Subsidiary to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the meeting.

Miscellaneous

The chairman of the board of directors, the managing director or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Item 17. Resolution on an incentive programme and issuance of warrants to the executive management (LTIP 6)

The board of directors in Maha Energy AB (publ) (the “Company”) (excluding Jonas Lindvall) proposes that the annual general meeting resolves on an incentive programme for the executive management through issuance of warrants entitling to subscription of new shares of class A in the Company (“Shares”) as set forth below.

Background

The proposal to launch an incentive programme by the issuance of warrants is presented by the board of directors of the Company (excluding Jonas Lindvall) in order to strengthen the retention of senior executives with the company group and to motivate the senior executives to create shareholder value. The board of directors assess that these objectives are in line with all shareholders’ interests.

The programme encompasses senior executives employed by the Company and subsidiaries of the Company (together, the “Group”). Board members not employed by the Group are not allowed to participate. Those entitled to participate in the incentive programme are hereinafter referred to as “Participants”.

Terms and conditions for the issue of warrants

  1. The Company shall issue not more than 524,143 warrants. Each warrant entitles to subscription of one (1) new Share, each with a quotient value of SEK 0.011.
  2. The warrants may, with deviation from the shareholders’ preferential rights, only be subscribed for by Maha Energy Inc (the “Subsidiary”), a subsidiary of the Company, after which the Subsidiary is to transfer the warrants to the Participants in accordance with the resolution adopted by the general meeting and instructions from the board of directors of the Company.  
  3. Subscription of warrants shall be made by the Subsidiary on a subscription list following the general meeting’s issue resolution, but no later than 1 June 2021. The board of directors of the Company shall be entitled to prolong the subscription period.
  4. The warrants shall be issued without consideration (i.e. free of charge) to the Subsidiary.
  5. If all issued warrants are subscribed for by the Subsidiary, transferred to and exercised by the Participants for subscription of new Shares, the Company’s share capital will increase with SEK 5,765.573 (subject to potential recalculations in accordance with standard terms and conditions applicable to the warrants).
  6. The warrants may be exercised for subscription of new Shares during the period from and including 1 June 2023 until and including 29 February 2024. Warrants that have not been exercised for subscription of new Shares by 29 February 2024 shall lapse.
  7. Each warrant shall entitle the warrant holder to subscribe for one (1) new Share in the Company at a subscription price per Share (the “Exercise Price”) corresponding to 100% of the volume weighted average last closing price for the Company’s share on Nasdaq Stockholm during the period from and including 21 May 2021 until and including 27 May 2021. Any amount that exceeds the quotient value shall be transferred to the nonrestricted share premium account. The Exercise Price thus calculated shall be rounded off to the nearest whole SEK 0.10, whereupon SEK 0.5 shall be rounded upwards. The Exercise Price may never be below the quotient value of the shares.
  8. The warrants are subject to customary recalculation conditions.

Allocation principles to be applied in relation to Participants

Warrants subscribed for by the Subsidiary shall be transferred to the Participants in accordance with instructions from the board of directors of the Company and the principles set forth below. Any resolution to transfer warrants to the Participants shall be made by the board of directors unanimously. Jonas Lindvall will not participate in any resolution to transfer warrants to himself.

The transfers of warrants from the Subsidiary to the Participants are to be made without consideration (i.e. free of charge).

Warrants are granted under the incentive programme to senior executives of the Group, and are intended to align such individual’s and shareholder interests by attempting to create a direct relation between compensation and shareholder return. Participation in the incentive programme rewards overall corporate performance, as measured through the price of the shares in the Company. In addition, the incentive programme enables senior executives to develop and maintain a significant ownership position in the Company. No Participant may be offered more than 183,450 warrants.

Allocated warrants may be exercised for subscription of new Shares in the Company during the period from and including 1 June 2023 until and including 29 February 2024. Subscription of new Shares may however not take place during so-called closed periods according to the EU Market Abuse Regulation, or otherwise in breach of relevant insider rules and regulations (including the Company’s internal guidelines in this respect).

Warrant agreement

All warrants will be governed by warrant agreements to be entered into between each Participant and the Subsidiary in connection with the transfer of warrants from the Subsidiary. The warrant agreement will include a so-called vesting structure, certain transfer restrictions and other terms and conditions customary for such agreements. The vesting period until a share may be acquired may not be less than two years. The minimum vesting period of two years has been set in order to enable senior executives who have not materially participated in recent incentive programmes to participate in shareholder return during the next two years, and thus to motivate them to contribute to the creation of shareholder value.

Reasons for the deviation from the shareholders’ preferential rights

The reasons for the deviation from the shareholders’ preferential rights is that the Company wishes to offer warrants to the executive management of the Group in order to strengthen the retention of senior executives and to motivate them to contribute to the creation of shareholder value.

Dilution, costs, etc.

Upon full subscription, transfer and exercise of all 524,143 issued warrants; a total of 524,143 new Shares will be issued in the Company (subject to potential recalculations in accordance with standard terms and conditions applicable to the warrants). This would lead to a dilution corresponding to approx. 0.50 per cent of the total share capital and number of votes in the Company (based on the share capital and number of shares in the Company registered as of the date of this proposal and calculated as the maximum amount of share capital and number of shares that may be issued, divided by the total share capital and the total number of shares in the Company after the proposed warrants to be issued have been exercised).

The incentive programme is expected to have a marginal effect on the Company's earnings per share. A preliminary estimate of the market value of the warrants is SEK 4.90 per warrant for the call period (as at 26 April 2021), assuming an underlying market value and exercise price of SEK 12.64 per share (as at 26 April 2021). The Black Scholes valuation model has been used for valuing the warrants and assumes a risk free interest of -0.32 percent and a volatility of 61.6 percent.

Costs related to the issuance of warrants under the incentive programme will be accounted for in accordance with IFRS 2 and recognized as an expense in the income statement during the vesting period. The preliminary estimate of total cost to be recorded during the term of the programme is SEK 2,568,301. Ongoing administration costs and other costs of the programme are minimal.

Outstanding incentive programmes

In addition, 1,710,000 warrants are outstanding under three (3) Long Term Incentive Programs for employees and senior management of the Group, of which the first program comprises of 750,000 warrants (“Program Two”), the second program comprises of 500,000 warrants (“Program Three”), and the third program comprises of 460,000 warrants (“Program Four”). Each warrant under the respective program entitles to subscribe for one new share in the Company. The exercise price of the warrants corresponds to 100 per cent of the volume weighted average last closing price for the Company’s share on Nasdaq First North Growth Market during the period from and including (i) 24 May 2018 until and including 29 May 2018 for Program Two, (ii) 17 May 2019 until and including 23 May 2019 for Program Three, and (iii) 20 May 2020 until and including 27 May 2020 for Program Four. The warrants may be exercised from and including (i) 1 May 2021 until and including 30 November 2021 for Program Two, (ii) 1 June 2022 until and including 28 February 2023 for Program Three, and (iii) 1 June 2023 until and including 29 February 2024 for Program Four.

Approval of transfer of warrants from the Subsidiary to Participants

A resolution to issue warrants in accordance with this proposal also includes an approval of the transfers of warrants from the Subsidiary to the Participants.   

Preparation of the proposal

This proposal has been prepared by the board of directors (excluding Jonas Lindvall) together with external consultants. The final proposal has been presented by the board of directors (excluding Jonas Lindvall).

Majority requirements

This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Subsidiary to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the meeting.

Miscellaneous

The chairman of the board of directors, the managing director or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Item 18. 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 per cent 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 104,828,597 (104,345,231 A-shares and 483,366 convertible B-shares). The total number of votes for all issued shares in the company is 104,828,597 votes. The company does not hold any of its own shares.   

Shareholders’ right to request information

The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the company, provide information regarding circumstances that may affect the assessment of an item 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. A request for such information shall be made in writing no later than on Monday 17 May 2021. The information will be made available at the company’s office from Saturday 22 May 2021, at the latest. The information will, from the same date, also be available on the company’s website www.mahaenergy.ca. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.

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 www.mahaenergy.ca. All the above mentioned documents will also be presented at the general meeting.

_____
Stockholm, April 2021
The board of directors

Offical version of notice to attend the annual general meeting
The official version of the notice to attend the annual general meeting is in the Swedish language and available for download at the following link: 
https://mahaenergy.ca/uploads/general-meetings-info/2021/AGM_Notice_2021.pdf

For more information, please contact:        
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11       
Email: jonas@mahaenergy.ca

or

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
Email: victoria@mahaenergy.ca

Miscellaneous 
This information was submitted for publication through the agency of the contact persons set out above on April 27, 2021, at 23:59 CET.

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

Maha Energy AB (publ) gives notice that the conditions for the conditional early redemption of its bond has been satisfied

Maha Energy AB (publ) (“Maha” or the “Company”) confirms that the condition for the conditional early redemption of its SEK 500,000,000 senior secured fixed rate bonds with ISIN SE0009889751 (the “Bonds”) has been satisfied, and that the Bonds will be redeemed on May 5, 2021.

On April 9, 2021, the Company notified the holders of the Bonds that the Company intended to redeem the outstanding Bonds subject to the Company satisfying the conditions precedent for disbursement of the funds under the new credit agreement with Banco BTG Pactual S.A. (the "Conditional Early Redemption Notice") on or prior to April 28, 2021 (the "Record Date").

The Company hereby confirm that such conditions are satisfied and, consequently, that the Company will redeem the Bonds on May 5, 2021, in accordance with the Conditional Early Redemption Notice.

The Bonds will be redeemed at an amount equal to 100.00 per cent of the nominal amount (i.e. SEK 100,000 per Bond) plus, as at May 5, 2021, accrued but unpaid interest and such amount will be disbursed to each person who is registered on a securities account as a direct registered owner (Sw. ägare) or an authorised nominee (Sw. förvaltare) with respect to the Bonds at 17.00 CET as per the Record Date in the debt register (Sw. skuldbok).

This information is such information that Maha Energy AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 08:15 CET on April 21, 2021.

For more information, please contact:        

Jonas Lindvall (CEO)
Tel: +46 8 611 05 11       
Email: jonas@mahaenergy.ca

or

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
Email: victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

Maha Energy AB Publishes the Annual Report and Sustainability Report for 2020

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce the publication of the Annual Report and Sustainability Report for 2020.  The reports are available hereto (in English and Swedish) and on the Company’s website at www.mahaenergy.ca

For more information, please contact:        
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11        
jonas@mahaenergy.ca

Andres Modarelli (CFO)
Tel: +1-403-454-7560
andres@mahaenergy.ca

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
victoria@mahaenergy.ca

Miscellaneous
The information was submitted for publication, through the agency of the contact person set out above, 22:00 CET on 19 April, 2021.

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

Maha Energy AB (publ) gives notice of conditional early redemption of its bond

Maha Energy AB (publ) (“Maha” or the “Company”) has today informed the holders of its up to SEK 500,000,000 senior secured fixed rate bonds with ISIN SE0009889751 (the “Bonds”) of its intention to redeem the Bonds in full, conditional upon satisfaction of conditions precedent for disbursement under the new credit agreement.

Today, April 9, 2021, the Company has sent a conditional notice of early redemption to each person registered in the debt register (Sw. skuldbok) with respect to the Bonds as per April 8, 2021.

The redemption date will, subject to satisfaction of the Condition (as defined below), be 5 May, 2021 (the "Redemption Date"). The Bonds will be redeemed at an amount equal to 100.00 per cent. of the nominal amount (i.e. SEK 100,000 per Bond) plus, as at the Redemption Date, accrued but unpaid interest (the "Redemption Amount"). The Redemption Amount will be disbursed to each person who is registered on a securities account as a direct registered owner (Sw. ägare) or an authorised nominee (Sw. förvaltare) with respect to the Bonds at 17.00 CET on April 28, 2021 (the "Record Date") in the debt register (Sw. skuldbok). In connection with the redemption, the Bonds shall be delisted from Nasdaq Stockholm.

The early redemption of the Bonds is conditional upon the Company being satisfied that it will satisfy the conditions precedent for disbursement of the funds under the new credit agreement with Banco BTG Pactual S.A. on or prior to the Record Date (the "Condition"). Satisfaction of the Condition will be confirmed to the holders of the Bonds through a press release on or prior to the Record Date. If the Condition has not been satisfied prior to the Record Date, the redemption will not occur and it will, in such case, be confirmed to the bondholders through a press release prior to the Record Date.

This information is such information that Maha Energy AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 08:00 CET on April 9, 2021.

For more information, please contact:        

Jonas Lindvall (CEO)
Tel: +46 8 611 05 11       
Email: jonas@mahaenergy.ca

or

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
Email: victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce a USD 60 million term loan financing and USD 10 million equity financing with leading Brazilian investment bank BTG Pactual

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce a USD 60 million term loan financing and USD 10 million equity financing with leading Brazilian investment bank BTG Pactual

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE

Maha has signed a Loan Agreement and Equity Subscription with Brazilian Investment Bank Banco BTG Pactual S.A. for total proceeds of USD 70 million, before customary fees and expenses.  The proceeds will be used to redeem the outstanding SEK 300 million bond and to further accelerate and fund the Company’s oil and gas production expansion program.

With reference to the press release dated 4 February 2021, Maha Energy AB ("Maha" or the "Company") is pleased to announce that it has entered into a binding agreement with Banco BTG Pactual S.A. (“BTG Pactual”) in respect of a USD 70 million financing (the “Financing”).

The Financing consists of a four-year senior secured term loan of USD 60 million (the “Term Loan”) and a USD 10 million equity private placement (the “Private Placement”) through issuance of 7,470,491 new shares, at a price of SEK 11.59 per share, representing a 10% discount to the last 15 days volume weighted average share price.

The USD 60 million Term Loan will be amortized in stages over the 4 year period commencing 15 months after closing of the loan agreement. The Term Loan will carry a stepwise interest rate of 12.75% to 13.5% post disbursement.

Subject to completion, the net proceeds from the Financing will be used to refinance Maha’s SEK 300 million bond debt due on 29 May, 2021, finance capital expenditures across Maha’s asset portfolio and general corporate purposes.

“We are very pleased that BTG Pactual, Latin Americas largest investment bank, has decided to partner up with Maha to grow the Company further.  We have quadrupled our oil and gas production since we obtained the SEK 300 million bond in 2017, and with this capital infusion, we have a clear road map to quadruple it again.  We are happy to welcome BTG Pactual to the Maha shareholder family.”  said Jonas Lindvall, CEO of Maha Energy.

The Private Placement was resolved by the Company’s Board of Directors (the “Board”) on 30 March 2021 with support from the authorization granted to the Board by the annual general meeting of the Company held on 27 May 2020.

The Private Placement is carried out with deviation from the preferential rights of the Company’s shareholders. The purpose of the Private Placement and the reason for deviating from the shareholders’ preferential rights is that the Private Placement represents an integral part of the Financing. Further, the Private Placement involves limited financial dilution to existing shareholders, which the Board considers as justifiable when taking into account the expected contribution of the Financing, including the Private Placement, to the long-term success of the Company. The Board is of the view that the Private Placement is in the common interest of the Company and its shareholders.

Following registration of the capital increase pertaining to the Private Placement, the Company’s share capital will amount to SEK 1,203,595.173 divided into 109,417,743 shares, each with a nominal value of SEK 0.011. BTG Pactual will own 7,470,491 shares representing approximately 6.83% of the total number of shares in the Company after the Private Placement. All shares have been subscribed for by BTG Pactual. The new shares will be paid for and allocated in connection with the disbursement of the Term Loan.

The completion of the Financing is subject to customary conditions precedent. Should the Financing not complete a cancellation fee may be payable.

Pareto Securites AS is acting as financial advisor, and Setterwalls (Stockholm), Cohen & Gresser (New York) and Catao, Tocantins, Pacheco (Brazil) are acting as legal advisors, to Maha in conjunction with the Financing.

This information is such information that Maha Energy AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 4:00 AM CET on 31 March, 2021.

For more information, please contact:        

Jonas Lindvall (CEO)
Tel: +46 8 611 05 11        
Email: jonas@mahaenergy.ca

or

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
Email: victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

About BTG Pactual

BTG Pactual is the biggest investment bank from Latin America, operating in Investment Banking, Corporate Lending, Sales & Trading, Wealth Management and Asset Management. Since inception, in 1983, the Bank has been run based on a meritocratic partnership culture, focused on clients, excellence and a long-term vision. We have cemented our status as one of the most innovative sector players and have won numerous national and international awards. We currently have almost 4,000 employees in offices across Brazil, as well as in Chile, Argentina, Colombia, Peru, Mexico, the US, Portugal and England. For more information go to http://www.btgpactual.com 

Important information
Publication or distribution of this press release may in some jurisdictions be subject to statutory and legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and observe such restrictions. The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in the Company.

This press release does not constitute an offer to acquire securities in the United States. The securities mentioned herein may not be sold in the United States without registration in accordance with the Securities Act of 1933 or without the application of an exception to such registration. The information in this press release may not be released, published, reproduced or distributed in or to the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Switzerland, Singapore, South Africa, or any other country or jurisdiction where such action is not permitted or such action is subject to legal restrictions or would require further registration or other measures than required by Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities laws.

This press release is not a prospectus. The Company has not authorised any offer of shares or rights to the public in any Member State of the EEA and no prospectus has been produced or will be produced in connection with the private placement.

Forward-looking statements
This press release contains certain forward-looking statements that reflect the Company's current views on expectations of future events as well as financial and business development, including statements regarding the private placement and statements regarding guidance, planning, prospects and strategies. Words such as "referred", "estimated", "expected", "planned", “anticipated”, "can", and other expressions that imply indications or predictions of future developments or trends, and which are not the basis of historical facts, are forward information. Although the Company believes that these statements are based on reasonable assumptions and expectations, the Company cannot guarantee that such forward-looking statements will be implemented. As these forward-looking statements include both known and unknown risks and uncertainties, real outcomes can differ substantially from what is stated in forward-looking information. Forward-looking statements in the press release only apply at the time of the press release and may change without notice. The Company makes no commitment to publish updates or revisions of forward-looking statements as a result of new information, future events or the like beyond what is required by applicable laws or stock market regulation.

Maha Energy AB (publ) (“Maha” or the “Company”) announce discovery of potentially new oil-bearing formation in the Tie field and reaching Total Depth (TD) of the Tie-3 well.

Well TD was reached at a Measured Depth (MD) of 2,336 m.  Electric logging reveals 11 m. “net pay” in the Agua Grande (AG) formation, 3.1 m net pay in a new potentially productive zone at the base of the Itaparica formation and 1.6 m net pay in the Sergi (SG) formation. 

Jonas Lindvall, CEO of Maha Energy commented: “Structurally, the Tie-3 well came in exactly how we planned it.  What appears to be a new oil productive transitional zone at the base of the Itaparica and the top of the Sergi is very encouraging and is something we have not seen in any of the other Tie wells. The Tie-3 well will eventually be turned into a flank water injector, but right now it will be completed and placed on production.”

Tie-3 was spudded on December 18, 2020 with an objective to intersect the oil water contacts of both the AG and SG at the western edge of the field.  Total Depth (TD) of 2,336 m (MD) was reached on March 16, 2021.  Drilling operations were delayed due to poor hole conditions and extensive repairs of the drilling rig’s derrick. The well is initially planned to be an oil producer and later, as water cut increase, it will be converted to a water injector to support the fields reservoir pressure and increase the field’s ultimate oil recovery.

During electric logging operations, oil bearing rock was discovered above the SG formation at the base of the Itaparica formation.  The Company will continue to evaluate this new find. It is too early to determine the impact of this find on the Tie field oil volumes, if any.

Reservoir Properties Agua Grande Itaparica/Sergi
Depth (TVD SS)
Gross Thickness (m)
Net Pay (m)
Average Porosity (%)
Average Permeability (mD)
-1917
19.3
11.0
18.4
675
-2038
29
4.7
14.4
68

The well will now be cased off, cemented, completed and placed on production.  Flowlines are already in place to handle the production from this well.

“We are very excited with the Tie-3 outcome.  This step out well confirms the Company’s interpretation of the Tie structure, and we are particularly pleased with the reservoir properties of the AG and the new oil find at the base of the Itaparica” said Jonas Lindvall. 
It is too early to determine the effect of the Itaparica find, if any, on the Tie field reserves.

This information is information that the Company is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, 22:00 CET on 21 March, 2021.

For more information, please contact:        
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11        
jonas@mahaenergy.ca

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

Maha Energy AB (publ) (“Maha” or the “Company”) announce updated 5 year operational strategy

Maha Energy AB has updated its previously published 5 year operational strategy presentation on its website.  The update is made to reflect the recently announced information, including but not limited to the 2021 Capital Plan and Production Guidance, 2020 year end reserves, 2020 year end results and the acquisition of Block 70 in Oman.

The information was submitted for publication, through the agency of the contact person set out below, at 23:55 CET on 8 March, 2021.

For more information, please contact:        
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11        
jonas@mahaenergy.ca

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

Maha Energy AB Announce Filing of Fourth Quarter Report 2020 & Live Webcast

Maha Energy AB Announce Filing of Fourth Quarter Report 2020 & Live Webcast

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce its fourth quarter results. The report is attached to this press release and available on the Company’s website at  www.mahaenergy.ca.

Fourth Quarter 2020

  • Daily oil & gas production averaged 2,738 BOEPD (Q4 2019: 3,165 BOEPD)
  • Revenue of USD 8.7 million (Q4 2019: USD 13.7 million)
  • Operating netback of USD 4.2 million or USD 17.66 per BOE (Q4 2019: USD 9.8 million or USD 35.00 per BOE)
  • EBITDA of USD 2.7 million (Q4 2019: USD 8.4 million)
  • Net result of USD -15.7 million, following the previously announced impairment charge of 21.0 million for LAK Ranch (Q4 2019: USD 2.7 million)
  • Basic earnings per share of USD -0.15 (Q4 2019: USD 0.03)
  • Diluted earnings per share of USD -0.15 (Q4 2019: USD 0.02)
  • The Company was awarded new exploration block 70 (Mafraq) onshore Oman
  • Drilled and completed the Tie-2 well in the Tie Field and spudded the Tie-3 well on 18 December 2020
  • 2P Reserve Replacement Ratio for 2020: 380% (Q4 2019: 147%)
  • The Company grew its Proven (“1P”) reserves by 183% increase driven by successful movement of volumes from the Proved plus Probable (“2P”) category and acquisitions in the USA and Oman. The 2P oil reserves are also up by approximately 14% compared to year end 2019
  • The Company transferred its listing and began trading on Nasdaq Stockholm main market (MAHA-A.ST) on 17 December 2020

      
      
Full Year 2020

  • Daily oil & gas production averaged 3,301 BOEPD (2019: 3,044 BOEPD).
  • Revenue of USD 39.0 million (2019: USD 55.6 million)
  • Operating netback of USD 23.5 million or USD 20.06 per BOE (2019: USD 41.5 million or USD 38.96 per BOE)
  • EBITDA of USD 18.1 million (2019: USD 35.9 million)
  • Net result for the period of USD -10.3 million, following the earlier announced impairment charges of 21.0 million for LAK Ranch (2019: USD 19.7 million)
  • Basic Earnings per share of USD -0.10 (2019: USD 0.20)
  • Diluted Earnings per share of USD -0.10 (2019: USD 0.18)
  • Cash and cash equivalents balance of USD 6.7 million (2019: 20.4 million)

 

      
Financial Summary

(TUSD, unless otherwise noted) Q4
2020
Q3 2020 Q2 2020 Q1 2020 Q4 2019 Full Year 2020 Full Year 2019
Net Daily Production (BOEPD) 2,738 3,580 3,602 3,288 3,165 3,301 3,044
Revenue 8,659 11,226 7,926 11,207 13,672 39,018 55,589
Operating netback 4,247 7,041 4,377 7,858 9,825 23,523 41,539
EBITDA 2,720 5,514 3,436 6,434 8,354 18,104 35,868
Net result for the period1 (15,702) 1,845 407 3,191 2,679 (10,259) 19,654
Earnings per share – Basic (USD) (0.15) 0.02 0.00 0.03 0.03 (0.10) 0.20
Earnings per share – Diluted (USD) (0.15) 0.02 0.00 0.03 0.02 (0.10) 0.18
Cash and cash equivalents 6,681 18,034 15,699 19,190 22,450 6,681 22,450

[1] Net result of Q4 2020 and full year 2020 includes an impairment charge of USD 21.0 million.

Letter to shareholders

Dear Friends and Fellow Shareholders of Maha Energy AB,

A combination of unplanned events during the last quarter of 2020 made it a challenging quarter for the Company.  First, the Covid-19 postponement of drilling Tie-2 and Tie-3 meant costly deferment of production for the year.  Second, two stuck pipe incidents on the Tie-2 well caused unwanted expenditures and further delays in production additions.  Third, the unexpected temporary loss of the free-flowing Tie-1 Agua Grande (AG) zone caused further production loss during the fourth quarter.  Lastly, the continuing and problematic GTE-4 workover at Tie required multiple rig interventions that resulted in higher workover costs and even more delay of production. All these events conspired against the production plan for the quarter and indeed the full year of 2020. 

Despite this, Maha finished 2020 with a record year in terms of annual average production (albeit below our expectations) and positive operations cash of USD 19 million.  With a 2020 CAPEX outflow of approximately USD 20 million (excluding acquisitions), it meant that the Company was close to being self-funded for the year – which is outstanding given the impact Covid-19 incurred on oil price, logistics and personal health.  

Towards the end of 2020, the Tie-2 well was finally completed and flowed over 2,000 BOEPD which was well above expectation.  Furthermore, the AG zone came in structurally higher than expected, and the reservoir pressure was also higher than anticipated at this location.  Both very positive outcomes.  Tie-1 (AG) production was also restored at the year end, and the GTE-4 well was finally completed after several months of multiple interventions.  During January, the GTE-4 well was flow-tested, and is now awaiting a dedicated quintuplex pump to be installed.  Two long lead time quintuplex pumps were ordered in April last year in anticipation of reduced flowing pressures at Tie-1 and Tie-2.  Both those pumps are now in the field undergoing hook up and commissioning. Whilst GTE-4 is awaiting pump installation, the Tie field is ‘missing’ about 500 BOPD production.

The drilling of the Tie-3 well is expected to be completed during the current quarter.  At the moment, and without the contribution of GTE-4, the Tie field is producing around 3,100 BOEPD, so Tie-3 will be a welcome addition to the current production volumes at Tie.  Upon completion of Tie-3, the drilling rig will be moved to the GTE-4 pad where it will drill the field’s first horizontal well (subject to licensing).  Once the horizontal well is drilled, completed and hooked up, the Tie field will have important spare production capacity to cater for any future unplanned production interruptions.

Also during the fourth quarter, Maha was admitted to Nasdaq Stockholm, which is something very beneficial for the Company.  The process was long but useful.  The Company’s very robust corporate governance is now even more robust.   The current ESG climate and the anti-fossil energy sentiment in Scandinavia is a challenge for all fossil-energy sector related companies and it is envisaged that being listed on the ‘main board’ will reaffirm to investors that ESG is deeply rooted in the organization.  Having said that, Maha Energy is an international oil and gas production company that produce oil, gas and energy in an industry that currently provide 85% of all global energy needs.  As such, Maha is proud to be considered one of the ‘good guys’ in that we bring expertise and technology to extract already existing hydrocarbons that might otherwise be left behind. And on top on that – none of the resources Maha produce are wasted.  In Brazil, for example, the associated gas produced there is separated, cleaned and converted to energy for use in homes and industries.  The produced water is also separated, cleaned and reused at most of the sites to re-invest in reservoir energy, thereby increasing the recovery factor of the fields.

Whilst 2020 was challenging year for Maha, it was also a year where Mafraq (Oman) and Illinois Basin (USA) were added to the asset portfolio.  Both these assets are high quality – low risk – assets that have added some 3 million barrels of 2P reserves and over 22 million barrels of Contingent Resources.  The 2020 2P reserve replacement ratio of 380% is excellent, clearly indicating Maha now has a very strong foundation to build on.

2021 has already started out on several positive notes; the oil price is up over 50% since the lows of Q4 production has been across all key assets and the Company has laid the foundation for serious production growth in all the core areas of Brazil, Oman and the USA. 

My fellow shareholders, colleagues, and friends, it feels like we are on the doorstep to brighter times.  Thank you for your continued support and lastly, a big thank you to all Maha employees that I know work so hard for all of us!

Stay healthy. Care for each other and stay safe.
Yours truly,

Jonas Lindvall
Managing Director

Q4 Webcast today at 16:00 CET

There will be a live webcast today, 26 February at 16:00 CET (Sweden time) to present the quarterly results and provide an operational update. A link to the webcast is available on the Company’s website: www.mahaenergy.ca. Questions posted on the day of the presentation should be made directly in the YouTube Comments/Questions field. The webcast will be broadcast live on Nyhetsbyrån Direkts Youtube Channel and is hosted by Laikas’ Mr. Kaarlo Airaxin, and will feature Maha’s CEO Jonas Lindvall and CFO Andres Modarelli.

This information is such information as Maha Energy AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 3:00a.m. CET on 26 February, 2021.

For more information, please contact:        
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11        
jonas@mahaenergy.ca

Andres Modarelli (CFO)
Tel: +46 8 611 05 11       
andres@mahaenergy.ca

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca


 

Maha Energy AB (Publ) Continuation and expansion of mandate

Maha Energy AB (“Maha” or the “Company”), as a continuation and expansion of the mandate announced the 26th of October 2020, is exploring options for refinancing its existing SEK 300m senior secured bond maturing 29 May 2021. Maha has appointed Arctic Securities AS and SpareBank 1 Markets AS as exclusive managers and advisors in this regard.

Miscellaneous
The information was submitted for publication, through the agency of the contact person set out below, at 08.00 CET on February 8, 2021.

For more information, please contact:        
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11        
jonas@mahaenergy.ca

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca

Maha Energy AB (publ) announce its 2021 Capital Plan and Production Guidance

Maha Energy AB (“Maha” or the “Company”) expects to allocate approximately USD 26 million on capital projects during 2021 and estimates the corporate average annual production to be between 4,000 – 5,000 BOEPD*.  The 2021 Capital Plan will be funded through internal cashflows and a contemplated future financing.

The Company is pleased to provide details of its 2021 Capital Plan and Production Guidance as follows:

2021 Capital Plan Summary- Total Budget ~USD 26 Million

Field Capital Program 2021 Quarter Description/Purpose
Tie New Well
Tie-3
Q1 (ongoing) Maintain Tie field long term production plateau
Tie New Well
Tie-4 (AG HZ)
Q2 Maintain Tie field long term production plateau

 

Tie New Well
Tie-5
Q3 Maintain Tie field long term production plateau

 

Tie Facilities Throughout 2021 Completion of upgrade work, automation work, and tie in of new wells.
Tartaruga Facilities Upgrade Q3 Increasing processing capacity
IB 4 New Wells Q2 –Q3 Commitment wells
Mafraq None N/A Preparatory work
LAK None N/A No planned investments during 2021

Tie Field – Bahia, Brazil

Tie- 2021 Capital Plan

Tie-3
Tie-3 is a dual oil producer drilled on the western flank of the Tie structure.  This well was originally planned for Q4 2020, but due to operational delays on Tie-2, this well was not started until late 2020.  This well will eventually be converted to a water injector.

Tie-4
Tie-4 is earmarked to be the field’s first horizontal well.  The well will be drilled from the GTE-4 pad and completed in the Agua Grande formation.  This well is under license review by the Brazilian authorities.  License approval is expected sometime in the 2nd quarter of 2021.

BOEPD: Barrels of Oil Equivalents Per Day

Tie-5
Tie-5 will be drilled on the southern flank of the Tie structure as a water injector to maintain reservoir pressure and increase oil recovery.

Tie Facilities
The Tie facilities are all but complete, and the capital earmarked for the Tie facilities include tie-in work (flow lines and manifolding) for the new wells.  Additional work includes automation of the plant and minor punch-list items.

Tartaruga Field – Sergipe, Brazil

Tartaruga- 2021 Capital Plan

Facility Upgrade
With the recent results from the TTG-3 well only minor work will continue during 2021 to upgrade the production facilities at Tararuga to handle up to 2,500 BOPD and 2,500 MSCFPD of gas.

LAK Ranch –Wyoming USA

LAK- 2021 Capital Plan

LAK Ranch
The LAK Ranch heavy oil field was shut in at the beginning of the Pandemic in 2020.  No work is planned for 2021 and the field will remain shut in until oil prices recover.  Whilst the Reserves valuation continues to point towards a full field development with lower but yet positive net present value, even at the current depressed oil prices, the Company maintains better yielding investments in Brazil, Illinois Basin and Oman

Illinois Basin (IB)–Illinois and Indiana, USA

IB- 2021 Capital Plan

Wells
Production will continue from the IB area during 2021.  4 wells are planned for the year, and these wells are considered to be commitment wells to keep all leases in good standing.

Mafraq Oil Field, Oman

Oman- 2021 Capital Plan

Wells
No wells are planned for 2021 in Oman – however, preparatory work will commence whereby personnel and equipment will be mobilized so that drilling can commence during 2022.

Production

The Company expects to complete most, if not all, of the Capital Plan prior to year-end 2021.  The exact timing of the operations is dependent upon a number of factors including delivery of long lead items, rig availability, permitting and logistics which in turn might affect Company’s total annual production.  Continuing effects of the Covid-19 Pandemic is expected to affect the timing of the Capital Plan and the 2021 Production Guidance.  

As such, this 2021 Production Guidance, net to the Company (but before government or freehold royalties) is expressed in the range of 4,000 – 5,000 BOEPD*, of which approximately 8% is estimated to be gas.  The guidance assumes continuing indirect effects of the Covid-19 Pandemic, such as logistical impediments due to reduced border access and depressed commodity prices.  As the global pandemic eases and restrictions are reduced, the Company expects an increase in activity which in turn may affect the production guidance positively.

The Company estimates its Operating costs for 2021 (including oil transportation costs), to range between $7 and $8 per BOE applying the production guidance range provided above.

Funding of 2021 Capital Plan

2021 Capital Plan Budget
The 2021 Capital Plan has a total budget of ~USD 26 million for the above incremental projects and is expected to be funded fully through a combination of operating cash flow and proceeds from financing.

BOEPD: Barrels of Oil Equivalents Per Day

1 Normal units for expressing gas production is m3/day or ft3/day.  An average industry conversion factor to barrels does not use a simple volumetric conversion factor from m3 (or ft3) to barrels.  Instead the energy produced by burning 1 barrel of oil is equated to the same volume of gas required to produce the same amount of energy.  This is of course dependent on the type of gas being burned, but an industry average is that 6,000 standard cubic feet (scf) of gas generate the same amount of energy as 1 barrel of oil.  As such in this and future production guidance   6,000 scf of gas will be equal to 1 barrel of oil equivalent.

Miscellaneous
The information was submitted for publication, through the agency of the contact person set out below, at 22:05 CET on February 4, 2021.

For more information, please contact:        
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11        
jonas@mahaenergy.ca

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11      
victoria@mahaenergy.ca

About Maha
Maha Energy AB (publ) is a listed, international upstream oil and gas company whose business activities include exploration, development and production of crude oil and natural gas. The strategy is to target and develop underperforming hydrocarbon assets on global basis. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). The head office is in Stockholm, Sweden with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergy.ca