12 Nov 2020 07:00
12 November 2020
Victoria Oil & Gas Plc
("VOG", the "Company" or the "Group")
Settlement of litigation with CHL and the termination of the CHL Royalty Agreement
Well La-108 Remediation and Initial Testing
Highlights
Settlement of Cameroon Holdings Limited ("CHL") Litigation
· A settlement agreement has been entered into with CHL to cease all legal action (the "CHL Litigation") and cancel the CHL royalty agreement (the "CHL Royalty Agreement") (the "Settlement Agreement")
· The settlement results in a valuable net revenue increase to GDC on a monthly basis from December 2020
· Significant legal costs are also avoided and management can focus on value-adding activities
· The settlement amount of, in aggregate, US$12.5 million (the "Settlement Amount"), can be paid out over many years, or sooner without penalty
La-108 Remediation and Initial Testing (details below)
· We are pleased to confirm that the fishing operation in well La-108 has been successful and the well was cleaned out to below the target perforation intervals
· Following the perforation of 2 of the sand intervals in the Upper Logbaba formation, an initial clean-up flow test was commenced on 11 November 2020
· These operations were conducted safely, with sensitivity to environmental impact, and with frequent consultation with local communities
· The well was opened up on a 16/64" choke and was beaned up to 32/64", and as of 5 p.m. GMT yesterday was flowing approximately 19 MMscf/d with a Flowing Well Head Pressure (FWHP) of 3,580 psig. The full potential of the well is highly likely to exceed the capacity of the plant, which is 20 MMscf/d
Settlement of CHL Litigation
The Company is pleased to announce that its wholly owned subsidiary Gaz du Cameroun S.A. ("GDC"), a BVI company, and VOG have entered into a confidential Settlement Agreement with CHL, terminating the litigation with CHL and terminating the CHL Royalty Agreement.
As previously disclosed in the Annual Report and Accounts to 31 December 2019, since January 2019 the Company had ceased making payments under the CHL Royalty Agreement. CHL commenced legal proceedings against both VOG and GDC concerning the payments that CHL claimed it was entitled to under the CHL Royalty Agreement.
The Company is pleased to announce that the parties have agreed not only to a full and final settlement of all claims, but also the termination of the CHL Royalty Agreement. The material terms of the Settlement Agreement are set out below.
The Settlement Amount agreed takes into consideration the past unpaid royalties up to the date of the agreement, disclosed in the Interim Financial Statements as at 30 June 2020 as a contingent liability of US$4.9 million and management's forecast of the present value of the estimated cash flows due under the CHL Royalty Agreement. In addition, the Company considered the future cost of this litigation including damages, the huge drain on management resources and the distraction from focusing on value enhancing activities.
The Settlement Amount will be paid monthly over many years unless it is satisfied earlier by other means, including the realisation of cash from certain trade receivables, which have been fully provided in the Company's accounts, active and planned claims (insurance and legal) and the sale of one of the Group's non-core assets (the "Alternative Assets"). The Company can pay down the Settlement Amount earlier without a redemption penalty. The monthly payment commences at US$90,000 from 31 December 2020 for four months rising to US$100,000 thereafter. In the event that gas sales commence from La-108 and certain prescribed threshold gas sales are achieved from the Logbaba field, then monthly payments will increase to US$150,000. The monthly payments cease once the Settlement Amount has been satisfied and the Company and the Company will pay interest of 5 per cent on any balance outstanding after 2 years. The Company and GDC have provided a charge, with customary terms, over the Alternative Assets, and CHL will be entitled to receive varying portions of the proceeds of any future realisation of such assets while the Settlement Amount is outstanding and these amounts will reduce the balance outstanding.
La-108
Well La-108, drilled in 2017, reached a depth of 2,865m measured depth following two sidetracks. The well encountered gas in six sands within the Upper Logbaba and three sands in the Lower Logbaba formation. However, during the initial perforating of the Lower Logbaba sands, a spent perforating gun and some wire were stuck in the well. The perforating gun and most of the wire were retrieved in 2019 but unfortunately a new fish was left in the well. The workover rig (a snubbing unit) plus crew returned with a heavier workstring in March of this year, only to be interrupted by COVID-19 restrictions.
The crew returned in mid-September and recommissioned the rig. Fishing operations commenced in early October and the fish was recovered, the well was cleaned out, and six sets of perforations were shot across a total estimated gross pay interval of 86m. The well was opened up on 11 November 2020 to a flare and achieved a flowrate of just under 20 MMscf/d with a FWHP of 3,580 psig on a 32/64" choke. The theoretical AOF (Absolute Open Flow) potential of La-108 is estimated to be 50 MMscf/d (though this is to be confirmed following analysis of all the test data). In addition, four more Upper Logbaba sands in La-108 remain available for perforation in the future, as required by production.
This operation has been conducted with no major Lost Time Incidents to report to date, bearing in mind that we were somewhat blind to what lay below the fish and how and where we would encounter what is an over-pressured reservoir. Whilst we loathe the flaring of gas, a vital resource to Cameroon, we have a dispensation to do this for a relatively short time to establish the nature of produced fluids, productivity, contaminants, and so on, before we hook the well up to the permanent facility. Furthermore, we are conscious that we are on the outskirts of a major city, and we have attempted to keep out operational footprint as low as possible during this operation, working with local communities, authorities and businesses prior to the opening of the well and at every step.
Commenting today Roy Kelly, CEO of VOG, said:
"The two items addressed in this RNS hopefully demonstrate that the Company is proactively and decisively dealing with intractable legacy issues. Firstly, the settlement of this long-standing legal dispute removes financial uncertainty and ongoing costs which could have run to a final hearing in 2022, with potentially negative consequences. The termination of the CHL Royalty Agreement as part of the Settlement is a considerable benefit to shareholders in terms of future cashflow. Without the distraction of expensive legal proceedings and the considerable drain on management resources, we can now focus on value accretive activities.
Lastly, we are extremely pleased to have safely remediated La-108 and to have tested it at excellent flowrates. The complexity of this project in a deep, high pressure well was exacerbated by the remoteness of our operation meaning lead times for spares or new equipment can be several weeks or months as there are no other upstream onshore operations in the country. This took meticulous planning and execution by the team and its subcontractors. As to the additional gas sales potential this well provides, we maintain a "hopper" of additional gas sales opportunities, including new and existing customers, power and thermal use, and we will now pursue these earnestly.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014
For further information, please visit www.victoriaoilandgas.com or contact:
Victoria Oil & Gas Plc
Roy Kelly/Rob Collins Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (NOMAD)
Rory Murphy/James Dance/Jack Botros Tel: +44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Joint Broker)
Mark Percy / Toby Gibbs (corporate advisory) Tel: +44 (0) 207 408 4090
Jerry Keen (corporate broking)
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 20 3772 2499
Nick Hennis Tel: +44 (0) 203 781 8330
Sam Metcalfe, the Company's Subsurface Manager has reviewed and approved the technical information contained in this announcement in his capacity as a qualified person under the AIM Rules. Sam has over 30 years of industry experience, and has an MSc in Petroleum Engineering from The University of Texas at Austin.