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Approval of the roll up Maha’s 15% holdings in 3R Offshore, and merger of Enauta shares into 3R Petroleum

The shareholders of 3R Petroleum Óleo e Gás S.A. (“3R Petroleum”) have approved, at a Extraordinary General Meeting, the transactions involving (i) the roll-up of Maha’s 15% holdings in 3R Petroleum Offshore S.A. into 3R Petroleum; and (ii) the merger of Enauta Participações S.A. (“Enauta”) shares into 3R Petroleum (“Merger of Enauta Shares”). The Merger of Enauta Shares was also approved by Enauta’s shareholders.

The effectiveness of the transactions is subject to the fulfillment (or waiver, as the case may be) of certain conditions set forth in the relevant definitive documents. Promptly after the fulfillment of such conditions, the Board of Directors of each company will convene a meeting to confirm the closing date, opportunity which Maha will receive the new ordinary shares to be issued by 3R Petroleum as a consequence of its roll-up.

Production and operation update May 2024

Maha Energy AB (publ) (“Maha” or the “Company”), announces the preliminary unaudited net production data for May 2024 and the launch of the 2024 drilling program in Illinois Basin.

Daily average production (boe/day)*
Assets May-24 Apr-24 Q1-24 FY-23
Papa Terra cluster* 1,880 1,081 1,204 1,227
Peroá cluster* 401 470 509 518
Illinois Basin 327 350 334 197
Total 2,608 1,901 2,047 1,942

Papa Terra cluster
The total field production at the Papa Terra cluster increased organically 9% from April to May 2024 as a result of the connection of well PPT-17 to the production system during the second half of May, following a workover to change of the ESP pump. In addition, the intervention in the production line of the PPT-12 well has been completed and returned into operations in first week of June. The workover campaign continues with intervention in the PPT-37 and PPT-50 wells, with a return to the asset's production grid expected in June 2024.

Due to the default of obligations by 3R Offshore’s partner in the field, Nota Técnica Energy Ltda. ("Nova Técnica"), 3R Offshore initiated measures to carry out a compulsory assignment of the stake held by Nova Técnica. As a result, 3R Petroleum has started to report an indirect stake in the Papa Terra cluster of 85%. As a consequence, Maha is reporting an indirect stake of 15% in the Papa Terra cluster, instead of previously reported 9.375%. Nova Técnica has responded by commencing arbitral proceedings.

Peroá cluster
Production at the Peroá cluster decreased 15% from April to May 2024 as result of decreased marked demand of gas.

Illinois Basin
Production at Illinois Basin decreased 7% from April to May 2024. In June, Maha spudded the first well the 2024 drilling program consisting of three new production wells in the Illinois Basin in USA. The drill site is located in Posey County, Indiana. After completion, the wells are expected to increase Maha’s current production from the Illinois Basin with production ramp up starting in August 2024.

Maha’s Assets
Maha is also the operator holding 98.41% working interest in the Illinois Basin. Maha has an indirect working interest of 15% in the Peroá cluster and 15% in the Papa Terra cluster, with 3R Petroleum Offshore S.A. (“3R Offshore”) being the operator. Maha announced on 17 May that it has signed definitive agreements with 3R Petroleum Óleo e Gás S.A. (“3R Petroleum”) to roll up its 15% holdings in 3R Offshore into 3R Petroleum in exchange for new ordinary shares issued by 3R Petroleum.

3R Petroleum
Maha announced in January that the Company acquired 5% of 3R Petroleum capital stock. 3R Petroleum’s total production amounted in May 2024 to 46,981 boe/day, an increase of 6% from April to May 2024.

*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.

Annual General Meeting in Maha Energy AB (publ)

The shareholders of Maha Energy AB (publ) gathered in Stockholm, Sweden, Wednesday 29 May 2024 for the Annual General Meeting.

The income statements and the balance sheets for the Company and the Group were approved and the Board of Directors and the CEO were discharged from liability for the financial year 2023.

The Meeting resolved that no dividend shall be paid for the financial year 2023 and that the company’s available funds shall be carried forward in new account.

Paulo Thiago Mendonça, Fabio Vassel, Enrique Peña, Viktor Modigh, Richard Norris, Halvard Idland and Svein Harald Øygard were re-elected as members of the Board of Directors. Paulo Thiago Mendonça was re-elected as Chairman of the Board.

The Meeting approved fees payable to the members of the Board of Directors and the Chairman of the Board of Directors, including remuneration for committee work, to be as follows: (i) annual fees of the members of the Board of Directors of SEK 300,000; (ii) annual fee of the Chairman of the Board of Directors of SEK 415,000; (iii) annual fees of SEK 40,000 to members of the audit committee, remuneration committee, and the reserves and health, safety and environmental committee; (iv) annual fees of SEK 60,000 to the Chairman of the audit committee, remuneration committee, and the reserves and health, safety and environmental committee; (v) members of the Board of Directors shall be entitled to invoice the Company in so far as they perform services outside the Board assignment.

The accounting firm Deloitte AB was re-elected as the auditor of the Company, with authorised public accountant Andreas Frountzos as the auditor in charge, for a period until the end of the 2025 Annual General Meeting. The auditor’s fee shall be paid upon approval of their invoice.

The Meeting resolved to approve the Company’s remuneration report for the financial year 2023.

The Meeting resolved in accordance with the proposal of the Board of Directors to changes to the articles of association to allow for general meetings to be conducted digitally.

The Meeting resolved to authorise the Board of Directors to – for the period up to the next Annual General Meeting and at 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 and to resolve on the transfer of the Company’s own shares, re-purchased in the context of a repurchasing program.

The Meeting resolved to authorise 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 be by support of the authorisation 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 authorisation. 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.

First Quarter 2024 report

First Quarter 2024
(all amounts are in US dollars unless otherwise noted)

  • Maha Energy pays EUR 4.6 million and signs agreements to potentially invest and acquire 24% of indirect equity interest in PetroUrdaneta, a Venezuelan oil company;
  • Maha Energy acquires 5% of 3R Petroleum, a Brazilian oil and gas company;
  • Earnout from sale of Maha Energy Brasil Ltda. of approximately 1.5 million received;
  • As a result of Oman Asset Held for Sale, Oman is presented as discontinued operations in this report;
  • Daily oil production for the period from continuing operations in Illinois Basin averaged 334 BOEPD, up 43% following launch of new production wells. Including non-consolidated production from investment in associate 3R Offshore of 1,713 BOEPD, total production amounted to 2,047 BEOPD;
  • Revenue from continuing operations of 2.2 million, up 46% due to three new wells that increase the production and hence sales volumes;
  • Operating Netback from continuing operations of 1.2 million up 82% the company maintains the production expense stable following higher sales volumes;
  • EBITDA from continuing operations of 0.4 million (Q1 2023: (0.7) million);
  • Continuing operations Net Result of 6.0 million (Q1 2023: (2.8) million);
  • Discontinued operations Net Result of (0.3) million (Q1 2023: (1.2) million);
  • Earnings per share basic and diluted of 0.04 (Q1 2023: (0.02));
  • Total cash balance on 31 March 2024 of 47.6 million, including restricted cash of 38.1 million (31 December 2023: 131,1million). The company has a short investment of 79.1 million, represented by 3R Petroleum shares.

Subsequent Events

  • Maha Energy has signed definitive agreements with 3R Petroleum regarding the roll-up of its 15% holdings in 3R Offshore through the merge of its wholly owned subsidiary Maha Energy (Holding) Brasil Ltda. (“Maha Holding Brazil”) into 3R Petroleum;
  • Maha Energy has expanded its financial exposure by investing in debentures of 3R Offshore, amounting around USD 3 million, to support its operations, in line with its precedent investment strategies. 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.

Financial Summary
The table below presents the highlights of the continuing operations:

Financial Summary (TUSD) Q1 2024 Q1 2023 Full Year 2023
Average (BOEPD) 334 233 197
Revenue 2,167 1,486 5,226
Operating Netback 1,182 648 2,197
EBITDA 441 (708) (2,905)
Net Result 6,029 (2,839) (5,307)
Earnings per share (basic & diluted) 0.04 (0.02) (0.03)
Financial Liabilities (29,190) (42,743) (34,379)
Financial assets 91,783 302 9,134
Cash and cash equivalents (including restricted cash) 47,684 72,802 131,119

Regarding the discontinued operations of Maha Brazil in Q1 2023 and Oman in Q1 2024:

Financial Summary (TUSD) Q1 2024 Q1 2023 Full Year 2023
Average (BOEPD) 1,562 1,562
Revenue 9,049 9,049
Operating Netback 6,755 6,755
EBITDA (252) 6,637 4,272
Net Result (256) (1,184) (28,646)
Earnings per share (basic & diluted) 0.00 (0.01) (0.16)
Financial Liabilities
Financial assets (3R’s shares)
Cash and cash equivalents (including restricted cash) 445 13,985 5,998

Continuing and discontinuing operation combined:

Financial Summary (TUSD) Q1 2024 Q1 2023 Full Year 2023
Average (BOEPD) 334 1,795 1,759
Revenue 2,167 10,535 14,275
Operating Netback 1,182 7,403 8,952
EBITDA 189 5,929 1,367
Net Result 5,773 (4,023) (33,953)
Earnings per share (basic & diluted) 0.04 (0.03) (0.19)
Financial Liabilities (29,190) (42,743) (34,379)
Financial assets 91,783 302 9,134
Cash and cash equivalents (including restricted cash) 48,129 86,787 137,117

Letter to shareholders

Dear Friends and Fellow Shareholders,

The first quarter in 2024 turned out to be just as intense and eventful as last year. We kicked off the year by using our substantial cash position to make a strategic acquisition of 5% in the Brazilian oil and gas company 3R Petroleum. We anticipated that the Brazilian market presented an opportune time for consolidation, enabling the optimization of asset portfolios and the realization of significant synergies Soon afterwards, two of Maha’s board directors were elected board members in 3R Petroleum in accordance with the proposal letter sent by Maha. During Q2, we have first announced the signing of a Memorandum of Understanding between Maha, Enauta and 3R Petroleum and later in May we announced we had signed definitive agreements with 3R Petroleum. In the merger of shares between 3R Petroleum and Enauta, Maha will roll up its 15% holdings in 3R Petroleum Offshore S.A. in exchange for shares corresponding to 2.17% of the combined entity, in addition to the current position Maha already has in 3R Petroleum. Hence, upon the conclusion of the transaction Maha would hold approximately 4.76% of the shares in one of the leading and most diversified independent companies operating in the Latin American oil and gas chain, with a robust cash flow generation and a balanced portfolio, and high growth potential over the next 5 years, with resilience to price cycles and high competitiveness for expansion.

The first quarter was also eventful for our position in Venezuela. We signed the definitive agreements and paid the first installment of EUR 4.6 million regarding an exclusivity period to exercise our call option. This concluded another important step for us in Venezuelan. During the quarter, we continued with our extensive due diligence on PetroUrdaneta and its assets. In April, the U.S. Department of the Treasury (OFAC) announced that the temporary license authorizing transactions with certain sanctioned parties in Venezuela was withdrawn, but that OFAC will consider specific license requests, on a case-by-case basis, going forward. We anticipated that this could happen and had already applied for a specific license covering our potential project in PetroUrdaneta. We remain very confident about our possibilities to start producing the vast resources of oil at the PetroUrdaneta fields, as we envisage a very attractive risk-reward profile for this transaction. I personally had the pleasure to recently visit the fields and spent two weeks in Venezuela reviewing our development plan. I am very comfortable with the potential to increase production and generate significant reserves for Maha going forward. As soon as we have clarity about our OFAC license request and about the approvals we need from PDVSA, I look forward to disclosing more details about the development plan. We also believe that Maha’s entry in PetroUrdaneta will bring many positive economic, social and environmental impacts to the region and its population.

In the Middle East, Maha signed the SPA regarding the sale of our Omani operations to Mafraq Energy for USD 2 million and a potential earn-out of up to USD 12 million linked to future production. Closing of the transaction is expected for Q2, pending government approvals and other conditions precedent. Meanwhile, Mafraq is already responsible for carrying 100% of the project’s costs.

The production from our assets decreased 8% compared to Q4 2023, as a result of scheduled shut down of operations at Papa Terra in January and mainly in February when the connection of a new well to the production system was conducted. However, our production in Illinois Basin increased 43% compared to Q1 2023 and over 100% compared to Q4 2023, albeit from low levels. The production increase was a result of the production launch of new wells.

Our US assets are the only production we consolidate, and our revenue for Q1 2024 increased 46% and amounted to TUSD 2,167. Our EBITDA improved to TUSD 441, up from TUSD -708 in Q1 last year. Our share of income from investment in associate, Maha’s net non-cash income portion from the Papa Terra and Peroá assets, amounted to TUSD 888 for the quarter. However, the main financial events for the quarter were not related to our production. We received an earnout of approximately USD 1.5 million from last year’s sale of Brazil onshore assets. Even more significant was the finance income of USD 9.3 million for the first quarter driven by an unrealized gain on our investment in 3R Petroleum’s shares. The strong financial performance resulted in a net result of USD 6.0 million, up from a loss of USD 2.8 million in Q1 2023.

Last quarter, I wrote in this letter that we were committed to boosting the visibility of our assets' fair market value. The rollup transaction of our indirect interest in 3R Offshore, should – based at current share price in 3R Petroleum – mark that we have about doubled the value of the investment we made in 3R Offshore last year. It also reduced the asset portfolio risk. And it offers a substantial upside as the significant synergies between the combined companies materialize. We will continue to keep you updated on the progress of this transaction.

So stay tuned – our journey of growth continues!

Kjetil Braaten Solbraekke (CEO)

Q1 Webcast 29 May at 10:00 CEST
The Company hereby invites all interested parties to a live webcasted presentation on Wednesday, 29 May 2024 at 10.00 CEST. Kjetil Solbraekke, CEO, and Roberto Marchiori, CFO, will present the report and recent developments.

The webcast will be held in English and will be broadcasted live. An on-demand version will also be available on Maha’s website and YouTube channel. Questions to the presenters can be emailed in advance to the Company at info@maha-energy.com or be made directly on the day of the presentation in the YouTube Comments/Questions field.

Link to webcast: https://www.youtube.com/watch?v=FiNPju8x3Hc

Invitation to the presentation of Maha Energy’s Q1 2024

Maha Energy AB (publ) (“Maha” or the “Company”) will publish the interim report for the first quarter 2024 on Tuesday, 28 May 2024 at approximately 18:00 CEST. The Company hereby invites all interested parties to a live webcasted presentation on Wednesday, 29 May 2024 at 10.00 CEST. Kjetil Solbraekke, CEO, and Roberto Marchiori, CFO, will present the report and recent developments.

The webcast will be held in English and will be broadcasted live. An on-demand version will also be available on Maha’s website and YouTube channel. Questions to the presenters can be emailed in advance to the Company at info@maha-energy.com or be made directly on the day of the presentation in the YouTube Comments/Questions field.

Link to webcast: https://www.youtube.com/watch?v=FiNPju8x3Hc

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.