Maha Energy

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:

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

Continuing and discontinuing operation combined:

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