Cobas AM: Nueva Gestora de Francisco García Paramés

On November 17, 2020 (the “Execution Date”), VAALCO Gabon S.A. (“VAALCO Gabon”), a wholly owned subsidiary of VAALCO Energy, Inc. (the “Company”), entered into a sale and purchase agreement (the “SPA”) with Sasol Gabon S.A. (“Sasol”) for the purchase of a 27.8% working interest in oil and gas producing properties in the Etame Marin block offshore Gabon (the “Etame Acquisition”), bringing the Company’s total
working interest in the Etame Marin block to 58.8%, and a 40% non-operated working interest in Block DE-8 offshore Gabon (the “Block DE-8 Acquisition”, and together with the Etame Acquisition, the “Acquisition”) for total cash consideration of $44.0 million, subject to customary purchase price adjustments in accordance with the SPA, including adjustments to account for estimated positive net cash flows attributable to the period from July 1, 2020 until the closing date. Pursuant to the SPA, the Company agreed to guarantee the full and complete performance of VAALCO Gabon’s obligations under the SPA.
Under the terms of the SPA, a contingent payment of $5 million will be payable to Sasol by the Company if Brent oil pricing averages greater than $60 per barrel for 90 consecutive days during the period from July 1, 2020 to June 30, 2022. There is an additional contingent payment of $1 million payable to Sasol by the Company if the Block DE-8 appraisal well is successful.
In connection with the execution of the SPA, VAALCO Gabon paid a cash deposit in the amount of $4.3 million (the “Deposit”) to Sasol. If the SPA is terminated under certain circumstances specified in the SPA, including by Sasol upon a breach by VAALCO Gabon of its warranties given in the SPA, then Sasol is entitled to retain the Deposit.
The consummation of the Acquisition is subject to various customary conditions, and the Acquisition is expected to close within 90 days of the Execution Date.
The SPA contains certain termination rights for VAALCO Gabon and Sasol, including, among others, (i) if either party is in breach of any of its warranties, (ii) the conditions precedent to closing have not been satisfied by a specified date, subject to certain notice requirements, (iii) in the event of certain insolvency events and (iv) the occurrence of a Material Adverse Change Event (as defined in the SPA) with respect to Sasol.

Highlights
· Acquiring an additional 27.8% working interest in the Etame Marin block offshore Gabon, increasing VAALCO’s total working interestto 58.8%;
· Nearly doubles VAALCO’s total net production and reserves;
o Increases net revenue interest (“NRI”) production from 4,850 to 9,150 barrels of oil per day (“BOPD”) based on current month production
o Increases year-end 2019 SEC reserves(2) from 5.0 million to 9.4 million barrels of oil (“MMBO”) o Increases year-end 2019 independent 2P CPR reserves(3) from 9.2 MMBO to 17.5 MMBO
· Immediately accretive to VAALCO, with estimated increase of 23% in free cash flow per barrel(4) from approximately $10.90 to $13.30 at $45 realized oil price;
· Adds optionality from acquisition of Sasol’s 40% non-operated participating interest in Block DE-8 offshore Gabon;
· Agreed to total consideration to Sasol for the entire transaction of $44 million, subject to customary post-effective date adjustments, and future contingent payments of up to $6 million; and
· Funding for the acquisition will be from cash on hand and cash from operations.

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