TIDMVLU
RNS Number : 6743J
Valeura Energy Inc.
28 April 2022
Valeura Energy
ACQUISITION OF GULF OF THAILAND ASSETS
Calgary, April 28, 2022: Valeura Energy Inc. (TSX:VLE, LSE:VLU)
("Valeura" or the "Company") is pleased to announce that it has
entered into a Sale and Purchase Agreement with KrisEnergy (Asia)
Ltd (the "Seller") to acquire all of the shares of KrisEnergy
International (Thailand) Holdings Ltd. (the "SPA"), which holds an
interest in two operated licences offshore Thailand for total
initial cash consideration of US$3.1 million, plus certain
contingent payments of up to a further US$7.0 million relating to
future development milestones. Separately, Valeura has agreed to
purchase an onsite Mobile Offshore Production Unit ("MOPU") from
Nora Limited, for consideration of US$9.2 million (the "MOPU
Purchase") which will be phased over approximately 14 months.
Valeura expects to fund both the SPA and the MOPU Purchase
(together the "Acquisition") from cash on hand and from initial
cash flows generated by the assets.
Acquisition Highlights
-- A new operating presence for the Company in Thailand, a
country with a long history of oil and gas development, attractive
fiscal terms, and well-defined cost structures for production and
development activities;
-- Acquisition of working interests ("WI") in two shallow water
Gulf of Thailand licences: G10/48 licence (89% operated WI)
presenting a near-term production reactivation opportunity of the
Wassana oil field, and the G6/48 licence (43% operated WI)
containing the undeveloped but fully appraised Rossukon oil
field;
-- Near-term cash flow from the developed Wassana oil field
re-activation, with anticipated rates of approximately 3,000 bbls/d
(net), expected starting in Q4 2022;
-- Anticipated net cash flows of approximately US$9 million per
quarter upon reactivation of Wassana field, based on current
benchmark commodity prices;
-- Total proved and probable (2P) reserves of approximately 4.0 mmbbls of oil;
-- Growth opportunities starting in 2023 through access to an
additional aggregate 13.3 mmboe of 2C contingent unrisked resources
including 5.0 mmbbls of oil at the undeveloped Rossukon oil field ,
pending the final investment decision;
-- Purchase of the MOPU located on the Wassana oil field,
expected to enable lower cost operations and potentially extending
field life; and
-- Immediate bolt-on of an experienced operating team in
Thailand and management team in the region through the formation of
a Valeura-controlled company.
Unless otherwise noted, all production, reserves and resource
estimates in this announcement are presented on a net WI acquired
basis. Reserves and resource estimates are based on the Company's
internal assessment (non-independent) effective December 31, 2021.
See "Oil & Gas Advisories" below.
Sean Guest, President and CEO of Valeura commented:
"I am delighted to announce the first transaction in our new
growth strategy as we evolve Valeura into a geographically diverse
oil and gas business that generates near-term cash flow and
provides built in upside opportunities. The Acquisition will mark a
new beginning for all our stakeholders, who will benefit from an
immediate addition of value at very attractive acquisition metrics
without the need for external financing.
The Acquisition will rapidly transform Valeura into a
significant licence holder and new oil producer in Thailand, and in
doing so will establish a platform for our goal to acquire further
high-value cash flowing assets in the region. I am pleased to be
working again in Southeast Asia and to add a regionally experienced
leadership team with decades of experience in addition to a very
capable local operating unit in Thailand. The team has direct
history with the acquired assets, which I expect will help to
ensure seamless continuity and ongoing stewardship of these
important fields.
Our commitments toward safe and sustainable oil and gas
operations remain unchanged by the Acquisition. We intend to pursue
our business in Thailand with the same world class environmental
and social priorities we have always done in our operations
elsewhere, and will bolster this by working with a team that has
compatible governance and leadership values.
Upon completion of the Acquisition, we will begin work to
re-activate production from the Wassana oil field. The critical
path toward first oil is to complete a re-certification of the MOPU
and to conclude the lease of a suitable production storage vessel,
which together are forecast to take approximately six months from
closing. Once on production, we anticipate near-term cash flows of
approximately US$9 million per quarter based on current benchmark
prices, which underscores the highly accretive nature of the deal
to Valeura's value. In addition, we are eager to re-invigorate the
development of the Rossukon oil field, which we believe has the
potential to more than double overall production from these
assets.
In keeping with our strategy, we expect that the Acquisition
will evolve Valeura into a cash-flow generating oil producer with
exposure to international oil prices and opportunities for further
growth in Southeast Asia in the near term, while maintaining
substantial potential upside value in the longer-term through our
tight gas appraisal play in Turkey."
Acquisition
The Seller's assets are being acquired out of a receivership
where, after an extended period of low oil prices, the Seller filed
a winding up petition in June 2021. The SPA effects the purchase of
certain of the Seller's assets in Thailand, which are being
re-organised by the receiver into a single corporate entity for
purchase.
To facilitate the Acquisition, Valeura has formed Panthera
Resources Pte. Ltd., a Singapore-domiciled special purpose vehicle
company ("SPV") to serve as the buyer entity under the SPA and for
the MOPU Purchase. Valeura will hold an 85% interest in the SPV,
with the remainder held by Panthera Thailand Pte. Ltd.
("Panthera"). The relationship between Valeura and Panthera as
shareholders of the SPV is governed by a shareholder agreement
which includes, among other things, provisions for the funding of
the SPA and MOPU Purchase on a 100% basis by Valeura, and the
ongoing engagement of certain Panthera individuals as part of
Valeura's regional leadership team (the "Panthera Agreement").
Panthera's indirect interests will thereafter be identified by
Valeura as a minority shareholder interest, in accordance with
International Financial Reporting Standards. The Panthera
individuals expected to be employed by the SPV comprise a senior
leadership team with multiple decades of experience in the
Southeast Asia region, and a direct history with the acquired
assets.
The SPA has an effective date of January 1, 2022 and is subject
to Valeura lodging a parent company guarantee with the Thailand
regulator relating to performance of licence obligations. Valeura
anticipates the Acquisition will close in Q2 2022.
Valeura has paid initial cash consideration of US$3.1 million
which includes the purchase price and compensation for maintenance
and administrative costs incurred since the effective date, as
adjusted for working capital. Valeura will pay contingent
consideration of US$2.0 million 90 days after first oil has been
delivered from the next infill development drilling programme on
the Wassana field, notionally planned for Q2 2023. Further
contingent consideration of US$5.0 million will become due 90 days
after first production through a permanent production facility on
the Rossukon field.
Through the MOPU Purchase, also out of receivership, the SPV
will acquire the MOPU Ingenium for a total consideration of US$9.2
million, which is expected to be paid in installments over 14
months.
Valeura intends to fund the Acquisition entirely from cash
resources on hand and, insofar as contingent consideration and
deferred payments for the MOPU Purchase are concerned, through cash
flows generated from the assets.
Licence G10/48: Production Reactivation Asset
The SPV will acquire operatorship and an 89% WI in block G10/48,
which is located in the Gulf of Thailand, approximately 115 km
offshore in 48 metres of water depth. The block contains the
developed Wassana oil field and several undeveloped discoveries.
The Wassana field was developed by way of production wells drilled
from the MOPU and started production in 2015. Peak oil production
was 7,700 bbls/d (gross) in 2016. The field was shut-in temporarily
in 2020 amidst a challenging economic climate due to low benchmark
oil prices. At that time, the leased Floating Storage and
Offloading vessel ("FSO") went off contract and departed the field,
while the wells and MOPU production facility were actively
maintained in a dormant state and remain in good working order.
Based on the Company's internal assessment effective December
31, 2021, block G10/48 contains approximately 4.0 mmbbls of 2P oil
reserves and 7.4 mmbbls of 2C contingent (unrisked) oil resources
net to the SPV. See "Oil & Gas Advisories" below.
Valeura intends to restart production operations as soon as
practicable after the Acquisition closes. Oil production is
expected approximately six months after close and the Company
anticipates production rates of approximately 3,000 bbls/d, net to
the SPV, based on the existing production at the time the field was
temporarily shut in. Oil will be offloaded to an FSO and then
exported by shuttle tanker.
The primary scope of work involved in restarting Wassana
production is to complete a recertification of the MOPU and to
bring an FSO on site, under the terms of a long-term lease.
Planning for the MOPU recertification is underway and a new FSO has
already been identified via tendering, with commercial agreements
to be executed once the Acquisition closes. Thereafter, the Company
anticipates that production operations can be restarted without any
need for service rig interventions.
Valeura anticipates that the combination of owning, rather than
leasing, the MOPU and establishing more favourable FSO lease rates
will result in a materially lower cost base for the Wassana field
than under the previous operator. The Company expects field
operating costs to be approximately US$10 million per quarter net
to the SPV, equating to approximately US$36/bbl. Wassana's
production is medium gravity, sweet crude oil, which has
historically sold at a discount of approximately US$6/bbl to Brent
crude oil benchmark prices. At current Brent benchmark prices of
approximately US$100/bbl, Wassana's near-term production is
expected to generate net cash flows of approximately US$9 million
per quarter.
Valeura's 2P reserves estimate for the Wassana field includes
drilling of five horizontal infill wells into additional
oil-bearing reservoir sands that were identified on 3D seismic,
drilled, and shown to be productive prior to the field being
shut-in, but have not been fully developed. The Company envisages
an initial five-well infill drilling campaign in the field in 2023
at an estimated cost of US$30 million to access these sands, with
details and timing to be finalised in due course. In its 2C
resource estimate, the Company has identified 10 further infill
wellsto be drilled in subsequent years at similar costs to further
increase recovery from the Wassana field reservoirs. The Company's
2C resource estimate also includes two discovered but undeveloped
fields which are well-imaged on 3D seismic but are unclarified and
non-commercial at this time. In addition to the resource estimates,
the Company has identified several exploration prospects which are
well-imaged on 3D seismic and will be reviewed further. The Company
believes that collectively, these provide further value upside
opportunities.
Reserves and resources associated with block G10/48 are in the
process of being updated by the incumbent independent petroleum
engineering firm, Netherland, Sewell & Associates, Inc.
("NSAI") and will be published by the Company in due course.
Licence G6/48 Development Asset
The SPV will also acquire the G6/48 block located approximately
195 km offshore in the Gulf of Thailand in 53 metres water depth.
This includes operatorship and a 43% WI in the fully-appraised
Rossukon oil field with recoverable 2C resources of 5.0 mmbbl of
oil, net to the SPV as of December 31, 2021, as estimated by
management.
The Rossukon oil field has a regulator-approved development plan
which contemplates peak oil production rates of 12,000 bbls/d gross
(5,160 bbls/d net to the SPV) and sets a first-oil requirement by
November 2023. Once the SPV assumes operatorship of the block,
Valeura will commence discussions with partners and regulators to
agree the development scenario that best meets stakeholder
objectives with regard to timing and resource delivery. As an
alternative to the approved development plan, a reduced scope early
development plan is under review which could yield production
sooner and with lower capex in 2023, but with a lower and flatter
production profile.
Until such time as the final development plan has been mutually
agreed, Valeura regards the Rossukon field as a source of potential
upside, with recoverable volumes, classed as 2C contingent
(unrisked) resources, comprised of 5.0 mmbbls of oil and 5.7 bcf of
gas, based on the development scenario contemplated in the
regulator-approved development plan. See "Oil & Gas Advisories"
below.
Resources associated with block G6/48 are in the process of
being updated by NSAI and will be published by the Company in due
course.
Financial Upside
The SPA is structured as a purchase of the shares in a corporate
entity, and accordingly, includes that entity's historical tax
losses, which can be applied to future taxable earnings in
Thailand.
In keeping with Valeura's strategy, the Company intends to
continue pursuing inorganic growth, and is evaluating opportunities
for further acquisitions in Thailand with synergies to the acquired
assets and the tax losses.
Human Resources
As part of the Acquisition, the Company intends to employ the
Seller's Thailand workforce, comprising approximately 30
individuals. This is expected to add a capable and experienced
local operating unit to Valeura, as well as an office in
Bangkok.
Separately, through the Panthera Agreement, the SPV will engage
individuals from the Panthera organisation to fill key regional
leadership roles. These individuals have direct experience with the
assets being acquired and will form the core of the regional
leadership team.
Effect on London and Toronto listings
Following consultation with the Financial Conduct Authority
("FCA"), the Company has been advised that the Acquisition, should
it close, will constitute a reverse takeover for the purposes of
the Listing Rules of the FCA. Therefore, the Company was required
to request a suspension of the listing of its common shares
("Common Shares") on the standard segment of the Official List and
trading in its Common Shares on the Main Market of the London Stock
Exchange has been suspended as of today.
The Common Shares will continue to trade as normal on the
Toronto Stock Exchange. Interests in the Company's shares purchased
on the London Stock Exchange are fully fungible and can be
transferred from the UK depositary to the Canadian depositary to be
traded on the Toronto Stock Exchange. Shareholders interested in
transferring their shares should contact their broker or nominee to
coordinate such a transaction with the Company's registrar.
Webcast Presentation
Valeura's management team will host an investor and analyst
webcast today, Thursday April 28, 2022 at 09:00 Calgary / 16:00
London / 22:00 Bangkok / 23:00 Singapore to discuss the
Acquisition. The live audio and video feed and Q&A portal can
be accessed via the Microsoft Teams link below. Attendees are
advised to ensure they have the Microsoft Teams app installed in
advance.
Click here to access the webcast , or copy-paste the following
link into your browser:
https://teams.microsoft.com/l/meetup-join/19%3ameeting_ODBlZWJmNDctOTM2OS00ODMxLWExZmMtMjc5NTY4YWNiZjg0%40thread.v2/0?context=%7b%22Tid%22%3a%22a196a1a0-4579-4a0c-b3a3-855f4db8f64b%22%2c%22Oid%22%3a%22241f769c-12ae-4efc-8c14-d2e523040a83%22%2c%22IsBroadcastMeeting%22%3atrue%7d&btype=a&role=a
An audio only feed of the event is available by phone using the
Conference ID and dial-in numbers below and the related
presentation will be made available on the Company's website at
https://www.valeuraenergy.com/investor-information/presentations/
.
Conference ID: 169 831 496#
Dial-in numbers:
Canada: (833) 845-9589
Singapore: +65 6450 6302
Thailand: +66 2 026 9035
Turkey: 00800142034779
UK: 0800 640 3933
USA: (833) 846-5630
For further information, please contact:
Valeura Energy Inc. (General Corporate Enquiries) +1 403 237 7102
Sean Guest, President and CEO
Heather Campbell, CFO
Contact@valeuraenergy.com
Valeura Energy Inc. (Capital Markets / Investor Enquiries) +1 403 975 6752
Robin James Martin, Investor Relations Manager +44 7392 940495
IR@valeuraenergy.com
Auctus Advisors LLP (Corporate Broker to Valeura) +44 (0) 7711 627 449
Jonathan Wright
Valeura@auctusadvisors.co.uk
CAMARCO (Public Relations, Media Adviser to Valeura) +44 (0) 20 3757 4980
Owen Roberts, Monique Perks, Hugo Liddy, Billy Clegg
Valeura@camarco.co.uk
Oil and Gas Advisories
Reserves and contingent resources disclosed in this announcement
are based on an internal evaluation (non-independent) conducted by
Valeura with an effective date of December 31, 2021. Reserves and
resources are in the process of being updated by the incumbent
independent petroleum engineering firm, NSAI, and will be published
by the Company in due course. The reserves and contingent resources
estimates disclosed in this announcement are estimates only and
there is no guarantee that the estimated reserves and contingent
resources will be recovered.
Contingent Resources
Contingent resources are those quantities of petroleum
estimated, as of a given date, to be potentially recoverable from
known accumulations using established technology or technology
under development, but which are not currently considered to be
commercially recoverable due to one or more contingencies.
Contingencies are conditions that must be satisfied for a portion
of contingent resources to be classified as reserves that are: (a)
specific to the project being evaluated; and (b) expected to be
resolved within a reasonable timeframe. Specific contingencies
which prevent the classification of the contingent resources
disclosed in this announcement as reserves are: the uncertainty in
performance of additional future G10/48 Wassana infill drilling
locations; the current non-commercial nature of the two G10/48
undeveloped discoveries; the uncertainty of the G6/48 Rossukon
final development scope and timing; and the pending G6/48 Rossukon
development partner and government approvals.
Contingent resources are further classified in accordance with
the level of certainty associated with the estimates and may be
sub--classified based on a project maturity and/or characterised by
their economic status. There are three classifications of
contingent resources: low estimate, best estimate and high
estimate. Best estimate is a classification of estimated resources
described in the Canadian Oil and Gas Evaluation Handbook as the
best estimate of the quantity that will be actually recovered; it
is equally likely that the actual remaining quantities recovered
will be greater or less than the best estimate. If probabilistic
methods are used, there should be at least a 50 percent probability
that the quantities actually recovered will equal or exceed the
best estimate. All of the Company's contingent resources disclosed
in this announcement are best-case estimates.
The project maturity subclasses include development pending,
development on hold, development unclarified and development not
viable. All of the Company's contingent resources disclosed in this
announcement are classified as either development on hold or
development unclarified. Development on hold is defined as a
contingent resource where there is a reasonable chance of
development, but there are major non--technical contingencies to be
resolved that are usually beyond the control of the operator.
Development unclarified is defined as a contingent resource that
requires further appraisal to clarify the potential for development
and has been assigned a lower chance of development until
commercial considerations can be clearly defined.
Chance of development is the probability of a project being
commercially viable. The estimates of contingent resources referred
to in this announcement are unrisked and therefore have not been
risked for the chance of development.
The development of the contingent resources referred to in this
announcement is dependent upon the following factors: the
performance of the initial G10/48 Wassana infill drilling campaign;
further appraisal of the two G10/48 undeveloped discoveries and
their cost of development; the G6/48 Rossukon final development
scope, cost and timing; and the pending G6/48 Rossukon development
partner and government approvals.
There is uncertainty that it will be commercially viable to
produce any portion of the contingent resources disclosed in this
announcement.
Barrels of Oil Equivalent
A boe is determined by converting a volume of natural gas to
barrels using the ratio of 6 Mcf to one barrel. Boes may be
misleading, particularly if used in isolation. A boe conversion
ratio of 6 Mcf:1 boe is based on an energy equivalency conversion
method primarily applicable at the burner tip and does not
represent a value equivalency at the wellhead. Further, a
conversion ratio of 6 Mcf:1 boe assumes that the gas is very dry
without significant natural gas liquids. Given that the value ratio
based on the current price of oil as compared to natural gas is
significantly different from the energy equivalency of 6:1,
utilising a conversion on a 6:1 basis may be misleading as an
indication of value.
Advisory and Caution Regarding Forward-Looking Information
Certain information included in this new release constitutes
forward-looking information under applicable securities
legislation. Such forward-looking information is for the purpose of
explaining management's current expectations and plans relating to
the future. Readers are cautioned that reliance on such information
may not be appropriate for other purposes, such as making
investment decisions. Forward-looking information typically
contains statements with words such as "anticipate", "believe",
"expect", "plan", "intend", "estimate", "propose", "project",
"target" or similar words suggesting future outcomes or statements
regarding an outlook. Forward-looking information in this new
release includes, but is not limited to: the anticipated benefits
of the Acquisition and associated benefits to Valeura's
stakeholders; the completion of the Acquisition and the timing
thereof; the total cash consideration including contingent payments
and the timing thereof; the receipt of regulatory approvals and
other governmental authorisations; statements with respect to the
SPV's net working interest reserves and resources in the acquired
assets; statements with respect to NSAI updating the reserves and
resources associated with respect to the Acquisition; the
individuals expected to be employed by the SPV; funding the
Acquisition from cash on hand and future cash flows; development
plans and production start-up timelines in the Wassana field,
including expected field operating costs, anticipated quarterly net
cashflows of US$9 million at current benchmark commodity prices and
infill drilling extent and timing; regulatory and partner approvals
for a new reduced scope early development plan for the Rossukon
field; expected pricing of Wassana oil sales; anticipated quarterly
cash flows; the ability of the MOPU to result in lower cost
operations and potentially extending field life; the production
capacity of the Rossukon oil field; statements with respect to the
Company's continued inorganic growth strategy, and evaluation of
further opportunities to expand in Thailand to achieve synergies;
utilisation of tax losses; statements with respect to employing the
Seller's Thailand workforce; and statements with respect to the
tight gas appraisal play in Turkey remaining as a core part of
Valeura's portfolio . In addition, statements related to "reserves"
and "resources" are deemed to be forward-looking information as
they involve the implied assessment, based on certain estimates and
assumptions, that the resources can be discovered and profitably
produced in the future.
Forward-looking information is based on management's current
expectations and assumptions regarding, among other things: the
ability to close the Acquisition and to fund it from cash on hand
and future cash flow; the ability to successfully re-start
production from the Wassana field in Q4 2022; the ability to
achieve a materially lower cost base for the Wassana field in the
order of US$36/bbl through the MOPU purchase and other new facility
leasing contracts; continued Brent benchmark pricing; the ability
to achieve oil sales from Wassana at a discount of approximately
US$6/bbl to Brent benchmark pricing and generate net cashflows at
current commodity prices; the ability to fully identify and execute
infill drilling opportunities in the Wassana field; the ability to
achieve regulatory and partner approvals for a new development plan
in the Rossukon field; the ability to successfully pursue further
opportunities in Thailand and achieve synergies including
utilisation of tax losses; political stability of the areas in
which the Company is operating and completing transactions;
continued safety of operations and ability to proceed in a timely
manner; the ability to identify attractive merger and acquisition
opportunities to support growth; and the Company's continued
ability to obtain and retain qualified staff and equipment in a
timely and cost efficient manner. In addition, the Company's work
programmes and budgets are in part based upon expected agreement
among joint venture partners and associated exploration,
development and marketing plans and anticipated costs and sales
prices, which are subject to change based on, among other things,
the actual results of drilling and related activity, availability
of drilling, high-pressure stimulation and other specialised
oilfield equipment and service providers for onshore and offshore
operations, changes in partners' plans and unexpected delays and
changes in market conditions. Although the Company believes the
expectations and assumptions reflected in such forward-looking
information are reasonable, they may prove to be incorrect.
Forward-looking information involves significant known and
unknown risks and uncertainties. Exploration, appraisal, and
development of oil and natural gas reserves and resources are
speculative activities and involve a degree of risk. A number of
factors could cause actual results to differ materially from those
anticipated by the Company including, but not limited to: the
ability of management to execute its business plan or realise
anticipated benefits from the Acquisition; the risks of further
disruptions from the COVID-19 pandemic; the risks of currency
fluctuations; changes in oil and gas prices and netbacks in
Thailand and Turkey; potential changes in joint venture partner
strategies and participation in work programmes; potential
assertions of pre-emptive rights by a partner or potential disputes
with a partner in connection with the Acquisition; uncertainty
regarding the contemplated timelines and costs for offshore
development plans in Thailand and the deep tight gas play
evaluation in Turkey; the risks of disruption to operations and
access to worksites; potential changes in laws and regulations, and
the uncertainty regarding government and other approvals;
counterparty risk; risks associated with weather delays and natural
disasters; and the risk associated with international activity. The
forward-looking information included in this new release is
expressly qualified in its entirety by this cautionary statement.
See the AIF for a detailed discussion of the risk factors.
The forward-looking information contained in this new release is
made as of the date hereof and the Company undertakes no obligation
to update publicly or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
unless required by applicable securities laws. The forward-looking
information contained in this new release is expressly qualified by
this cautionary statement.
Additional information relating to Valeura is also available on
SEDAR at www.sedar.com .
This Announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR") which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction,
including where such offer would be unlawful. This announcement is
not for distribution or release, directly or indirectly, in or into
the United States, Ireland, the Republic of South Africa or Japan
or any other jurisdiction in which its publication or distribution
would be unlawful.
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Provider (as that term is defined in the policies of the Toronto
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