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19 December 2023

Settlement of Capricorn earn-out and divestment of Columbus field

Waldorf Production UK PLC (“WPUK”) is pleased to announce that it has entered into an agreement with Capricorn Energy plc (“Capricorn”) for the full and final settlement of the earn-out consideration related to the acquisition of the Catcher and Kraken fields from Capricorn in 2021 (the “Capricorn Settlement”).

Aaditya Chintalapati, Chief Financial Officer, commented:

“The Capricorn Settlement represents a significant milestone for Waldorf. Through the agreement, we have improved our liquidity position by around USD 50 million. This, together with the MOL deferral, will enable us to comfortably meet our near-term liquidity requirements, stay in compliance with bond covenants and strengthen our ability to pursue acquisition of further UK production where we continue to benefit from our substantial tax losses. The Capricorn Settlement is expected to result in significantly higher operating cash flow during 2024-25 whilst also providing us with increased exposure to both higher oil prices and any additional production from the Catcher and Kraken fields.”

The Capricorn Settlement

As part of the acquisition of the Catcher and Kraken fields from Capricorn in 2021, Capricorn is entitled to an uncapped contingent consideration dependent on oil prices and production performance from the Catcher and Kraken fields from 2021 to the end of 2025 with WPUK effectively paying any taxes related to the contingent consideration (the “Capricorn Earn-out”). Based on realized oil prices and production from the Catcher and Kraken fields year to date and expected oil prices and production from the Catcher and Kraken fields for the rest of the year 2023, WPUK estimates the Capricorn Earn-out payment for 2023 payable in March 2024 to be around USD 50 million with further payments expected for years 2024 and 2025.

Under the Capricorn Settlement, WPUK has agreed a full and final settlement of the Capricorn Earn-out, whereby Capricorn has waived any future claims against WPUK related to the Capricorn Earn-out in return for the following consideration to be provided by WPUK:

Through the USD 48 million Restricted Cash Release and the Columbus Divestment, WPUK is able to fund the majority of the Capricorn Settlement without using any of WPUK’s unrestricted cash, with the balance of the Capricorn Settlement to be financed through its 2024 cash flow. Furthermore, the Capricorn Settlement provides WPUK with increased exposure to both higher oil prices and any additional production from the Catcher and Kraken fields during 2024-25.

If the Columbus Divestment does not complete within nine months, WPUK shall pay Capricorn USD 7 million in cash instead of transferring its interest in Columbus. Considering the net proceeds from WPUK’s divestments are below the threshold of USD 10 million, the Columbus Divestment will not trigger any redemption of WPUK’s outstanding bonds. Similarly, no put option will be triggered under the bonds issued by Waldorf Energy Finance Plc.

The MOL Deferral

Waldorf Production Limited has also entered into an agreement with MNS Oil & Gas B.V., a wholly owned subsidiary of MOL Plc., for the deferral of payments due in December 2023 and February 2024 related to the acquisition of MOL’s UK business in 2022. The terms of the agreement are confidential.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Aaditya Chintalapati, CFO on the date and the time referred to above.

For further information, please contact:

Aaditya Chintalapati, CFO Tel. +44 1224 202850

2nd November 2023

Portfolio Update

Waldorf Production Limited (“Waldorf” or the “Company”) is pleased to announce that it has entered into a Purchase and Sale Agreement to divest its business in the US to an undisclosed buyer (the “US Transaction”).

The US Transaction, which was completed upon signing, has an effective date of 1 July 2023. The divestment results in a country exit from the US for Waldorf.

The US Transaction is structured as an asset sale from Waldorf Production US, LLC, a company that is indirectly owned 51% by Waldorf and 49% by Waldorf Production UK Plc (“WPUK”). Financial terms of the US Transaction are confidential. The net proceeds from the US Transaction will be split according to the relative ownership and applied in accordance with the bond terms under the bonds issued by WPUK and Waldorf Energy Finance Plc (“WEF”), whereof approximately USD 2.6 million will be pledged and blocked as security for the bondholders under the WEF bond with such funds to be applied for reinvestments in producing assets in the United Kingdom or completion of a disposal put option in accordance with the bond terms.

On 5 October 2022, Waldorf Energy Netherlands B.V. (“WEN”) and Dana Petroleum Limited (“Dana”) entered into an Agreement for the Sale and Purchase of Dana’s Dutch business (the “Dana Transaction”). WEN confirms that the Dana Transaction did not complete and that all matters are now resolved between the parties on confidential terms. Having also previously resolved matters with Taqa Energy B.V., WEN has no further liability in respect of the Netherlands acquisitions announced on 6 October 2022.

For further information, please contact:

Aaditya Chintalapati, CFO

Tel. +44 1224 202850

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Aaditya Chintalapati, CFO on the date and the time referred to above.

2nd March 2023

Successful completion of USD 150 million senior secured bond issue

Waldorf Energy Finance PLC successfully completed and settled a USD 150 million 3-year senior secured amortizing bond issue with a coupon of 12%. Net proceeds from the bond issue will be used for general corporate purposes of the Waldorf group.

The bond issue received strong demand from both Nordic and international investors and was significantly oversubscribed.

ABG Sundal Collier ASA and Pareto Securities AS acted as Joint Lead Managers for the bond issue.

There are no implications for the bond issued by Waldorf Production UK PLC on 1 October 2021.

For further information, please contact:
Aaditya Chintalapati, CFO
Tel. +44 1224 202850

7 February 2023

Waldorf Energy Finance PLC to hold fixed income investor meetings

Waldorf Energy Finance PLC has mandated ABG Sundal Collier ASA and Pareto Securities AS as Joint Lead Managers to arrange fixed income investor meetings.
Subject to market conditions and acceptable terms, a 3-year, senior secured, bond issue of up to USD 150 million may follow. Net proceeds from the contemplated bond issue will be used for general corporate purposes of the Waldorf group.
There are no implications for the bond issued by Waldorf Production UK PLC on 1 October 2021.

For further information, please contact:
Aaditya Chintalapati, CFO
Tel. +44 1224 202850

10 November 2022

Acquisitions of Alpha Petroleum from Shorelight and UKCS business from MOL

Waldorf Production Limited (“Waldorf” or the “Company”) is pleased to announce that the acquisitions of Alpha Petroleum Resources Limited (“Alpha Petroleum”) from Shorelight Partners (“Shorelight”) and the UK subsidiaries comprising its entire UKCS business from MOL Hungarian Oil and Gas Plc (“MOL”) completed on respectively 4 and 10 November 2022. The subsidiaries and assets being acquired will continue to be held by the Company after completion. There are no implications for the Nordic Bond issued by Waldorf Production UK Limited on 1 October 2021.

7 October 2022

Waldorf Production to acquire Dana and Taqa Dutch oil and gas businesses

London – 6 October 2022 – Waldorf Energy Netherlands B.V. (WEN) has entered into definitive agreements with Dana Petroleum Limited and Taqa Energy B.V. to acquire their respective upstream businesses in the Netherlands. The financial terms of the transaction are not being disclosed. The transaction remains subject to obtaining final regulatory and other third-party approvals. WEN is a wholly owned subsidiary of Waldorf Production Limited. There are no implications for the Nordic Bond issued by Waldorf Production UK PLC on 1 October 2021.

11 July 2022

Acquisition of Alpha Petroleum from Shorelight Partners

Waldorf Production Limited (“Waldorf” or the “Company”) is pleased to announce that it has entered into a binding Sale and Purchase Agreement with a wholly owned subsidiary of Shorelight Partners (“Shorelight”) for the acquisition of Alpha Petroleum Resources Limited (“Alpha Petroleum”).

Alpha Petroleum’s assets include a 100% working interest in the Cheviot field and an operated interest in three late life/redevelopment fields in the Southern Gas Basin. Cheviot is one of the largest undeveloped fields in the UK North Sea, with estimated contingent resources of 50 MMbbls oil and 120 bcf gas.

There are no implications for the Nordic Bond issued by Waldorf Production UK PLC on 1 October 2021.

Erik Brodahl, Chief Executive Officer of Waldorf Production said:

“We are delighted to be partnering with the Alpha team and look forward to welcoming our new colleagues to Waldorf. Cheviot provides a valuable development opportunity to supplement our existing production portfolio and will increase our contribution to the UK’s much-needed energy security.”

This announcement may contain certain forward-looking statements and information that both represent management’s current expectations or beliefs concerning future events and are subject to known and unknown risks and uncertainties. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts.

23 March 2022

Acquisition of UK subsidiaries of MOL bolster Waldorf’s UKCS reserves and production materially including doubling our Greater Catcher Area position

Waldorf Production Limited (“Waldorf” or the “Company”) is pleased to announce that it has entered into a binding Sale and Purchase Agreement with a wholly owned subsidiary of MOL Hungarian Oil and Gas Plc (“MOL”) for the acquisition of certain of MOL’s UK subsidiaries comprising their entire UKCS business. The key UKCS assets being acquired include non-operated interests of 20% in the Greater Catcher Area (“GCA”), 50% in the Scolty and Crathes fields as well as 21.83% in the Scott and 1.59% in the Telford licences. The transaction has an economic effective date of 1 January 2021, with completion currently expected in the second half of 2022. The subsidiaries and assets being acquired will continue to be held by the Company after completion. There are no implications for the Nordic Bond issued by Waldorf Production UK Limited on 1 October 2021.

Erik Brodahl, Chief Executive of Waldorf said:
“We are excited to acquire MOL’s UK portfolio and by so doing to double our stake in GCA. Pro forma for the transaction Waldorf’s 2021 production increases by c. 55% to c.34,000 boe per day and end 2020 2P reserves by almost a third from 51.6 mmboe to 67.5 mmboe.
Waldorf continues to look for further growth opportunities building on its resilient non-operated North Sea production base in the near-term.”
This announcement may contain certain forward-looking statements and information that both represent management’s current expectations or beliefs concerning future events and are subject to known and unknown risks and uncertainties. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts.

24 February 2022

Release of FY2021 Financial and Operational results

Waldorf Production UK Limited (the Company) intends to publish its FY2021 financial and operational results after market close today, Thursday 24th February.

25 November 2021 – Press Release

First Production from Columbus Field

Waldorf Production UK Limited is pleased to announce that first production was achieved from the Columbus gas condensate field on 24 November 2021. Columbus has been developed via the C1z well producing through the Arran subsea pipeline to the Shearwater platform for processing and export.

Erik Brodahl, Chief Executive of Waldorf said:
“First production from Columbus marks a milestone for Waldorf as our first gas development. I would like to thank the project team at field operator Serica Energy plc for their excellent work and perseverance to bring the Columbus development to a successful conclusion as well as our joint venture partner Tailwind Energy Ltd and the Arran and Shearwater field operators”

8 November 2021 – Press Release

Hedging Program Update

Waldorf Production UK Limited (the “Company”) is pleased to announce the successful completion of its planned hedging program. The Company has hedged more than 75% of forecasted oil production for the next 18 months, in-line with the previously indicated strike price as per the bond terms.

2 November 2021 – Press Release

Acquisition of non-operated interests in Catcher and Kraken from Cairn Energy PLC

Waldorf Production UK Limited (“Waldorf” or the “Company”) is pleased to announce that it has completed the acquisition of Cairn Energy plc’s non-operated 29.5 per cent interest in Kraken and 20 per cent interest in the Greater Catcher Area licenses. The addition of the interests in Kraken and Catcher brings the average production from the Company’s assets up to circa 22,000 boe per day and increases 2P reserves to 52 million boe as of year-end 2020.

9 June 2021 – Press Release

Appointment of General Counsel and Commercial Director

Paul Tanner Joins Waldorf

Waldorf Production UK Limited (“Waldorf” or the “Company”) is pleased to announce the appointment of Paul Tanner as General Counsel and Commercial Director based in the Aberdeen office headquarters.

Paul previously held the position of General Counsel and Company Secretary at Spirit Energy Limited, where he was responsible for providing legal, corporate governance and compliance support to the company’s exploration and production business in the UK, Denmark, Netherlands and Norway.

With over twenty years of experience as an international energy lawyer, Paul has worked at both top tier law firms and listed multinational companies. This includes senior legal roles with Shell and Centrica and postings in The Hague, Dubai and Aberdeen. He has a proven track record of working closely with boards and executive management teams to deliver substantial M&A deals, execute major capital projects and resolve high value disputes.

Paul began his career as a barrister in London before joining the global law firm CMS where he worked in a team supporting clients doing business in the Former Soviet Union. He is a past Chair of the Oil and Gas UK Operators Legal Committee, a qualified solicitor and holds a degree in Modern History from Oxford University.

Erik Brodahl, Chief Executive of Waldorf said:

“We are very pleased to welcome Paul to the team. He is a seasoned legal and commercial professional who brings a wealth of experience and expertise to this important new role. His appointment will strengthen our organisation in several crucial areas such as M&A, joint venture management and corporate governance.

Waldorf sees the North Sea as uniquely suited for disciplined small-cap E&P companies such as ourselves with well-managed, long-life assets available at attractive valuations. We are excited to be acquiring Cairn’s interests in the high-quality Catcher and Kraken producing fields. We continue to look for other growth opportunities in the near-term.”

9 March 2021 – Press Release

Acquisition of non-operated interests in Catcher and Kraken from Cairn Energy plc; plus farm-in to blocks 22/1B and 22/1A from Ithaca Energy Ltd

Waldorf Production Limited (“Waldorf” or the “Company”) is pleased to announce that it has entered into a PUT and CALL Agreement with Cairn Energy plc for the acquisition of Cairn’s non-operated 29.5 per cent interest in Kraken and 20 per cent interest in the Greater Catcher Area licenses. The transaction has an economic effective date of 1 January 2020, with completion currently expected by late-2Q 2021.

Elsewhere, Waldorf has, subject to contract and board approval, agreed to acquire a 20% interest in Block 22/1b and a 15% interest in Block 22/1a from Ithaca Oil and Gas Limited. The former license contains the exciting Fotla prospect, where an exploration well is expected to be drilled in 2Q 2021.

Erik Brodahl, Chief Executive Officer of Waldorf Production said:

“We are excited to acquire Cairn’s interests in the high-quality Catcher and Kraken producing fields. This is a transformational transaction for the company, with average production from the combined company growing to c.22,000 – 25,000 boe per day and 2P reserves of 43 million boe.

We also continue our close partnership with Ithaca with the announced farm-in to the Fotla exploration well. If successful, the discovery can potentially be swiftly tied-back to the Alba oil field.

Waldorf sees the North Sea as uniquely suited for disciplined small-cap E&P companies such as ourselves with well-managed, long-life assets available at attractive valuations. We continue to look for further growth opportunities in the near-term.”

This announcement may contain certain forward-looking statements and information that both represents management’s current expectations or beliefs concerning future events and are subject to known and unknown risks and uncertainties. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts.