88 Energy Regulatory News (88E)

30 January 2024

QUARTERLY ACTIVITIES REPORT

For the quarter ended 31 December 2023

88 Energy Limited (ASX:88E, AIM:88E, OTC:EEENF) (88 Energy, 88E or the Company) provides the following report for the quarter ended 31 December 2023. 

Highlights

Project Phoenix (~75% WI)

· Fully funded Hickory-1 discovery well flow test and stimulation program (Flow Test) set to commence following ice road and pad construction in early February, and rig mobilisation in mid-February

· Design, planning and logistics complete, with permitting on track for operations commencement.

· Maiden, independently certified Contingent Resource estimate declared for the Basin Floor Fan (BFF) which is the deepest reservoir encountered in Hickory-1.

· Gross Best Estimate (2C) Contingent Resource worked up of 250 Million Barrels of Oil Equivalent (MMBOE) in the BFF (net to 88E of 157 MMBOE), comprised of 136 million barrels (MMbbl) of recoverable hydrocarbon liquids, and 628 billion cubic feet (BCF) of recoverable gas1.

· JV Partner Burgundy Xploration, LLC (Burgundy) paid US$2.0 million in initial funds towards settlement of outstanding cash calls of US$3.5 million and in December 2023 was granted additional time to 31 January 2024 to pay remaining outstanding amount of US$1.75 million.

Onshore Namibian Farm-in Agreement (~20% WI pending approval)

· Executed farm-in agreement with Monitor Exploration Limited (Monitor) to earn up to a 45% non-operated working interest in onshore Petroleum Exploration Licence 93 (PEL 93).

· Farm-in provides a three-stage entry into PEL 93, a vast 18,500km2 onshore acreage position comprising blocks 1717 and 1817 in the Owambo Basin of Namibia. PEL 93 is more than 10 times larger than 88 Energy's Alaskan Portfolio and more than 70 times larger than Project Phoenix.

· Provides exposure to a first-class operating jurisdiction and one of the last frontier oil and gas regions capable of delivering multi-billion barrel discoveries, as evidenced by Venus-1X discovery.

· Licence includes an extensive lead portfolio, with ten significant independent structural closures identified from a range of geophysical and geochemical techniques.

· In Q1 2024, a 20% working interest is anticipated to be transferred to 88 Energy by Monitor following approval by Namibian Ministry of Mines and Energy.

Project Leonis (100% WI)

· Maiden prospective resource estimate for Upper Schrader Bluff (USB) reservoir expected H1 2024.

· Targeting farm-out in CY2024, ahead of the potential drilling of new well in 2025/2026.

Project Peregrine (100% WI)

· Bureau of Land Management Alaska (BLM) approved a 12-month suspension of Project Peregrine leases from 1 December 2023, following discussions during the quarter regarding proposed new regulations governing the management of surface resources in the National Petroleum Reserve-A (NPR-A).

· 88E remains highly encouraged on the prospectivity at Project Peregrine, and in particular, the Harrier-1 well.

Project Longhorn (~63% WI)

· Further non-operated working interest acquired in leases and wells for US$0.35 million (net to 88 Energy: US$0.26 million), expanding 88 Energy's footprint in the Texas Permian Basin.

· Acquisition included a ~64% net working interest (WI) in 1,262 acres, located ½ mile south and ¼ mile north of existing Project Longhorn assets (Longhorn) connecting the acreage position.

· Nine low-producing existing wells (~26 BOE/day gross) and ten development opportunities were identified with potential in multiple zones and classified as Gross Undeveloped 2P Reserves (1.2 MMBOE)2, along with Contingent and Prospective Resources which are yet to be quantified.

· The Joint Venture (JV) approved five workover wells to be completed in 1H 2024 followed by the potential approval of two new production wells in 2H 2024.

· Upon successful completion of the workovers and new wells across its acreage, together with the existing producing wells, 88 Energy expects Longhorn total gross production to reach approximately 600 - 675 BOE per day (~75% oil) by year end 2024.

· The JV also secured a US$5 million line of credit facility to assist in cash flow management associated with the development opportunities.

· Q4 production performed well, averaging 355 BOE per day gross (~62% oil) which was above the budgeted volume of 294 BOE per day gross (68% oil).

Corporate

· Successful oversubscribed share placement raising US$9.9 million (before costs) to support the imminent Hickory-1 flow test and initial exploration activities at PEL 93 in Namibia.

· Cash balance of A$18.2 million and no debt (as at 31 December 2023) following completion of the equity placement during the quarter.

· Through Q4 CY23 management conducted an internal corporate cost review, with several cost saving initiatives set to be implemented from Q1 CY24. These initiatives include, but are not limited to, a reduction in direct employment costs.

· The Company's primary focus through 1H CY24 is to deliver a successful Hickory-1 flow test. Post the Alaskan operational season a further optimisation of the business will occur aimed at preserving and enhancing value for shareholders and advancement of key projects.

1 Refer announcement released to ASX on 6 November 2023 for more information on the Contingent Resource estimate report.

2 Refer announcement released to ASX on 15 December 2023 including initial reserves estimates and assumptions and net revenue entitlement to 88 Energy.

Project Phoenix (~75% WI)

Project Phoenix is focused on oil-bearing conventional reservoirs identified during the drilling and logging of Icewine-1 and Hickory-1 and adjacent offset drilling and testing. Project Phoenix is strategically located on the Dalton Highway with the Trans-Alaskan Pipeline System running through the acreage.

Hickory-1 Flow Test

The Hickory-1 discovery well, which was drilled in February 2023, is cased and suspended ahead of the planned flow test program.

Flow Test design, planning and logistics including stimulation and flow test modelling for each of the target intervals in Hickory-1 have been finalised. All relevant permit applications have been submitted and approvals to be received ahead of operations commencement. All American Oilfield's upgraded Rig-111 was secured in September 2023 for the flow test and purchasing of materials as well as securing of services has concluded ready to commence operations imminently - starting with ice road and pad construction followed by rig mobilisation in mid-February.

As announced to the ASX on 12 January 2024, the testing operations will focus on the two primary targets, the Slope Fan System (SFS) and Shelf Margin Deltaic (SMD) reservoirs. Of the SFS series of reservoirs, the Upper SFS reservoir is targeted to be flow tested as it has not been previously tested, whereas the Lower SFS has previously been flow tested and producibility of that reservoir confirmed on adjacent acreage. The Upper SFS will be followed by a targeted testing of the SMD-B reservoir. Each zone will be independently isolated, stimulated and flowed to surface using nitrogen lift to assist in an efficient clean-up of the well. Perforation, completion-running and stimulation is expected to take approximately four days for each zone. This will be followed by a clean-up and flow period of up to four days and a pressure build-up of up to two days for each tested zone.

Figure 1: Flow testing program to target two of the four pay zones intersected in the Hickory-1 discovery well.

Joint Venture Funding

On 5 December 2023, 88 Energy announced it had received US$2.0 million in funds from Burgundy as part settlement of the US$3.745 million in unpaid cash calls (represented by US$3,452,967 in relation to outstanding cash calls due plus interest of US$292,505).

The Company via its 100%-owned subsidiary Accumulate Energy Alaska, Inc (88E-Accumulate) also entered into a further standstill agreement with Burgundy on 5th December 2023, providing additional time for Burgundy to cure and pay the outstanding funds due of US$1.745 million by 31 January 2024. As at the time of this announcement Burgundy has not paid the remaining funds outstanding. The Company understands Burgundy is in the final stages of securing funding, with Burgundy requesting an extension of time until 15 February 2024 which the Company has agreed to. Burgundy understands there will be no further extensions and that non-payment by mid-February will require Burgundy to transfer to 88E-Accumulate 50% of Burgundy's working interest (approximately 12.5% working interest) in all of Burgundy's Project Phoenix's Toolik River Unit leases (Transfer Interest).

Burgundy will also (within 5 days after 15 February 2024), sign and return the Hickory-1 flow test AFE at the working interest level post the Transfer Interest. If Burgundy has not made payment for its share of the flow test AFE cost within six months after the due date of the AFE cash call then Burgundy will transfer 50% of its remaining working interest in the Toolik River Unit leases, post the Transfer Interest.

The Company maintains its rights under the joint operating agreement (JOA) should Burgundy not be able to pay any future cash calls, including exercising the option to require Burgundy to relinquish its working interests in Project Phoenix and the joint venture.

Hickory-1 Confirmed Discovery with BFF Maiden Contingent Resource Estimate

As announced to the ASX on 30 October 2023, 88 Energy appointed independent resource certifier, Netherland, Sewell & Associates, Inc (NSAI) to assess the BFF reservoir at Project Phoenix. This followed Pantheon Resources Plc (Pantheon) declaring a significant contingent resource for the Lower BFF in their acreage to the north and adjacent to 88 Energy's Pheonix acreage, The BFF reservoir was the deepest of the multiple hydrocarbon-bearing pay zones intersected during the drilling and logging of the Hickory-1 well.

As announced to the ASX on 6 November 2023, a maiden, independently certified, gross Contingent Resource estimate of 250 MMBOE (net to 88E of 157 MMBOE) was declared in the deepest reservoir encountered in Hickory-1, the BFF. The gross 2C Contingent Resource estimate is comprised of 136 MMbbl of hydrocarbon liquids and 628 BCF of recoverable gas.

NSAI's maiden Independent Contingent Resource Report was completed after its review of an extensive data suite that included seismic data, well logs from Hickory-1 and Icewine-1 and certain data from wells in adjacent acreage including flow test data. NSAI confirmed that the following requirements were met by the Company to achieve a Contingent Resource classification for the BFF reservoir:

· Multiple successful flow tests for the same reservoir in adjacent acreage.

· Clear reservoir continuity was demonstrated through high quality seismic data and correlations across all four wells, Talitha-A, Theta West-1, Hickory-1 and Icewine-1.

· Log data, petrophysical interpretations and reservoir conditions across all four wells demonstrated sufficient similarity to confirm producibility in Project Phoenix.

· All existing data was integrated consistently and coherently which established the existence of a known petroleum accumulation in the BFF reservoir in Project Phoenix.

This assessment confirmed discovery status at Hickory-1 and Icewine-1 for the BFF reservoir in Project Phoenix and further validates 88 Energy's internal assessments of Project Phoenix. Further, the certification of a Contingent Resource for the BFF reservoir allows the Company to focus the Hickory-1 flow testing on the shallower reservoirs, with any further testing of the BFF reservoir optional and contingent on JV funding and approvals. The forward work-program to assess the viability of the commercial development of the BFF reservoir, either in isolation or together with the shallower reservoirs, as well as addressing each of the contingencies, will occur after the flow test at Hickory-1.

Onshore Namibian Farm-In Agreement (up to 45% WI)

On 13 November 2023, the Company announced the execution of a three-stage farm-in agreement with a wholly-owned subsidiary of Monitor Exploration Limited (Monitor) to earn up to a 45% non-operated working interest in onshore PEL 93 (Licence), located in the Owambo Basin of Namibia.

Under the terms of the Farm-In Agreement, 88 Energy, together with the current working interest owners, will become party to a new JOA in relation to the Licence and may earn up to a 45% working interest by funding its share of agreed costs under the 2023-2024 approved work program and budget as defined in the Farm-In Agreement (2024 Work Program), and any future work program budgets yet to be agreed. The maximum total investment costs are anticipated to be US$18.7 million.

The current and potential future PEL 93 Joint Venture partners and working interests are as follows:

*Operator

PEL 93 covers a vast 18,500 km2 acreage position in the north of Namibia, comprising blocks 1717 and 1817 within the Owambo Basin. The region has been identified as one of the last remaining under-explored onshore frontier basins and one of the World's most prospective new exploration zones. PEL 93 is more than 10 times larger than 88 Energy's Alaskan Portfolio and more than 70 times larger than Project Phoenix.

Recent drilling results on nearby acreage has highlighted the potential of a new and underexplored conventional oil and gas play in the Damara Fold belt, referred to as the Damara Play. Historical assessment utilised a combination of techniques and interpretation of legacy data to identify the Owambo Basin, and specifically blocks 1717 and 1817, as having significant exploration potential.

Monitor has utilised a range of geophysical and geochemical techniques to assess and validate the significant potential of the acreage since award of PEL 93 in 2018. It has identified ten (10) independent structural closures from airborne geophysical methods and partly verified these using existing 2D seismic coverage.

Further, ethane concentration measured in soil samples over interpreted structural leads validates the existence of an active petroleum system, with passive seismic anomalies also aligning closely to both interpreted structural leads and measured alkane molecules (c1-c5) concentrations in soil.

The forward work-program will start with a low impact ~200 line-kilometre 2D seismic program focusing on confirming the structural closures of the 10 independent leads identified. The 2D seismic program will be conducted in mid-2024 following a period of planning, public consultation, updating of environmental compliance requirements and relevant approvals. Results from the 2D seismic program will then be incorporated into existing historical exploration data over the acreage, with results used to identify possible exploration drilling locations.

In Q1 2024, a 20% working interest is anticipated to be transferred to 88 Energy by Monitor following approval by Namibian Ministry of Mines and Energy

Project Peregrine (100% WI)

In December 2023, 88 Energy via wholly-owned subsidiary Emerald House, LLC received notice from the BLM that the Project Peregrine leases covering an area of 125,735 acres in the NPR-A area had been suspended for a period of 12 months from 1 December 2023 to 30 November 2024.

The Company and its Alaskan advisors had been in discussions with the BLM regarding proposed new regulations and the implications of these regulations on the Peregrine leases throughout Q4 2023. These discussions resulted in the BLM approving a 12-month suspension.

During the suspension period, 88 Energy will continue to refine internal geological and geophysical models/interpretation. The suspension relieves 88 Energy of ~A$0.5 million in lease rental costs which were due in Q1 2024.

Project Longhorn (~63% WI)

In December 2023, The Company acquired a ~64% net working interest in new leases and wells (Bighorn Phase 3) from Endeavor Energy Resources, L.P., for US$0.35 million gross (net US$0.26 million). The purchase was made in cash by Bighorn Energy LLC (Bighorn) which comprises Longhorn Energy Investments LLC (LEI) a 100% wholly owned subsidiary of 88 Energy with 75% ownership and Lonestar I, LLC (Lonestar or Operator) with remaining 25% ownership. Lonestar acquired a ~22% working interest in the new assets with remaining WI retained by existing non-operated partners, and Lonestar will continue as Operator for the existing and new leases and wells.

Bighorn Phase 3 forms an extended footprint with the initial Longhorn assets purchased in February 2022 (Bighorn Phase 1) and the assets acquired in July 2023 (Bighorn Phase 2). The new acreage is located approximately ½ mile south of Bighorn Phase 1 and ½ mile north of Bighorn Phase 2. The newly acquired acreage is estimated to contain independently certified net 2P reserves of 0.68 MMBOE1.

Project Longhorn now covers ~2,625 net acres (1,262 new acres) with the combined portfolio of assets consisting of 20 leases (7 new) with 49 producing wells (9 new) and associated infrastructure. The existing 9 newly acquired production wells have been in operation for several years and average production is ~26 BOE per day gross (net ~17 BOE per day) and ~75% oil. Importantly, the acquisition provides additional flexibility over development opportunities including 4 lower-cost workovers (Bighorn CAPEX of ~US$800-950k each) along with 6 new drilling targets; these are in addition to at least 14 new drilling targets on the existing acreage.

Bighorn has finalised its 2024 work program and budget, agreeing to a development program that includes 5 workovers in 1H 2024 and 2 new wells in 2H 2024, contingent on successful workovers. Upon successful completion of the 2024 work program and budget (5 workovers and 2 contingent new wells) planned on the 2023 acquired acreage, 88 Energy anticipates Longhorn total gross production to reach approximately 600 - 675 BOE per day (~75% oil) by the end of 2024.

Bighorn also secured a US$5 million line of credit facility during the quarter to assist in cash flow management associated with the development opportunities. The facility is supported by a local Texas Bank, with interest at Prime and contains no cash lock up, with security over the Longhorn assets.

Q4 2023 production performed well averaging 355 BOE per day gross (~62% oil) which was above the budgeted volume of 294 BOE per day gross (68% oil).

1. Refer announcement released to ASX on 15 December 2023 including initial reserves estimates and assumptions and net revenue entitlement to 88 Energy.

Corporate

On 17 October 2023, 88 Energy announced that it had completed the sale of shares in relation to the Small Holding Sale Facility (SHSF). The SHSF was offered to holders with less than A$500 of the Company's shares and closed on 11 September 2023 with a total 212,193,734 ordinary shares sold on market at an average price of A$0.00644 per share. The SHSF reduced the shareholder base by 7,362 and has resulted in an immediate reduction in the Company's adminstration costs.

On 29 November 2023, the Company successfully completed a oversubscribed share placement to domestic and international institutional and sophisticated investors to raise A$9.9 million (approx. £5.16 million) before costs (Placement). 2,200,000,005 new fully paid ordinary shares in the Company (the New Ordinary Shares) were issued, at an issue price of A$0.0045 (£0.0023) per New Ordinary Share) (the Issue Price). The net proceeds augmented the Company's existing cash balance to fund:

· Hickory-1 discovery well flow test operations at the Project Phoenix

· PEL 93 farm-in exploration activities at the Company's recently acquired acreage in Namibia

In addition, the Company issued an Options Prospectus to the ASX on 5 December 2023 to issue a total of 488,888,890 options on a 1 for 3 basis for shares subscribed for in the Placement to ASX investors (Options) with the Company listing the Options on the ASX. The Options are exercisable at A$0.0075 per share and can be exercised at any time before 15 December 2026. Investors participating in the Placement in the UK received 1 warrant for every 3 shares subscribed for in the Placement 244,444,442 (Warrants), with an exercise price of £0.0039. The Warrants are unlisted and can be exercised at any time before 15 December 2026. The New Ordinary Shares will rank pari passu with the existing ordinary shares in the Company.

Euroz Hartleys Limited acted as Sole Lead Manager and Bookrunner to the Placement. Cavendish Capital Markets Ltd acted as Nominated Adviser and Sole Broker to the Placement in the United Kingdom. Inyati Capital Pty Ltd acted as Co-Manager to the Placement. Commission for the Placement was 6% (plus GST) of total funds raised across Euroz Hartleys Limited, Inyati Capital Pty Ltd and Cavendish Capital Market Ltd. In addition and subject to shareholder approval, the Company will issue a total of 75,000,000 Options or Warrants (collectively) to the managers of the Placement (on the same terms as the ASX Options and UK Warrants).

In mid-December 2023, the Company issued Tranche 1 of 2 for part payment of 2D seismic carry of US$1.25 million in 88 Energy shares (322,147,513 new ordinary shares at an issue price of A$0.0061 per share).

Finance

The ASX Appendix 5B attached to this quarterly report contains the Company's cash flow statement for the quarter. The material cash flows for the period were:

· Net proceeds from the successful equity Placement totalling A$9.2M

· Exploration and evaluation expenditure of A$2.8M (September 2023 quarter: A$2.1M) predominantly related to Hickory-1 flow test program and Namibia farm-in payments.

· Administration, staff, and other costs of A$1.4M (September 2023 quarter: A$1.0M). Including fees paid to Directors and consulting fees paid to Directors of A$0.2M. The increase for the quarter was due to capital market administration and legal costs for the rights / shortfall issue and capital raise. 

At quarter end, the Company's cash balance is A$18.2M and no debt.

Information required by ASX Listing Rule 5.4.3

Pursuant to the requirements of the ASX Listing Rules Chapter 5 and the AIM Rules for Companies, the technical information and resource reporting contained in this announcement was prepared by, or under the supervision of, Dr Stephen Staley, who is a Non-Executive Director of the Company. Dr Staley has more than 40 years' experience in the petroleum industry, is a Fellow of the Geological Society of London, and a qualified Geologist / Geophysicist who has sufficient experience that is relevant to the style and nature of the oil prospects under consideration and to the activities discussed in this document. Dr Staley has reviewed the information and supporting documentation referred to in this announcement and considers the prospective resource estimates to be fairly represented and consents to its release in the form and context in which it appears. His academic qualifications and industry memberships appear on the Company's website, and both comply with the criteria for "Competence" under clause 3.1 of the Valmin Code 2015. Terminology and standards adopted by the Society of Petroleum Engineers "Petroleum Resources Management System" have been applied in producing this document.

This announcement has been authorised by the Board.

Media and Investor Relations:

1. Refer announcement released to ASX on 21 December 2023 regarding Project Peregrine 12-month suspension until 30 November 2024

2. In Q1 2024, a 20% working interest is anticipated to be transferred to 88 Energy by Monitor following approval by Namibian Ministry of Mines and Energy

Information required by ASX Listing Rule 5.4.3 - Lease Schedules as at 31 December 2023

Appendix 5B

Mining exploration entity or oil and gas exploration entity quarterly cash flow report

(a)

6.1 Payments relate to Director and consulting fees paid to Directors. All transactions involving directors and associates were on normal commercial terms.

Compliance statement

1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

2 This statement gives a true and fair view of the matters disclosed.

Date: 30 January 2024

Authorised by: By the Board

(Name of body or officer authorising release - see note 4)

Notes

1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity's activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.

2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.

3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

4. If this report has been authorised for release to the market by your board of directors, you can insert here: "By the board". If it has been authorised for release to the market by a committee of your board of directors, you can insert here: "By the [name of board committee - eg Audit and Risk Committee]". If it has been authorised for release to the market by a disclosure committee, you can insert here: "By the Disclosure Committee".

5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.