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Annual report 2023
About PetroNor E&P
PetroNor E&P in brief
............................................................................
6
Highlights and subsequent events
.....................................................
7
Chief executive officer
..........................................................................
8
Portfolio
.................................................................................................
10
Annual statement of reserves
...........................................................
20
Corporate governance
Statement on corporate governance
...............................................
30
Board of directors
................................................................................
36
Executive management
......................................................................
40
Board of directors’ report
..................................................................
42
Sustainability
UN Sustainabilty Development Goals
..............................................
63
Sustainability report 2023
..................................................................
64
General information
............................................................................
65
Environmental information
...............................................................
73
Social information
...............................................................................
77
Governance information
....................................................................
84
Transparency Act Statement
..............................................................
86
Financial statements
Financial statements – contents
.......................................................
90
Consolidated statements
...................................................................
92
Notes to the consolidated financial statements
............................
96
Statement of comprehensive income – PetroNor E&P ASA
.......
122
Notes to the financial statements – PetroNor E&P ASA
..............
124
Auditor’s report
..................................................................................
134
Glossary and definitions
...................................................................
139
Corporate directory
...........................................................................
139
PETRONOR E&P ASA
ANNUAL REPORT 2023
4
About PetroNor E&P
PETRONOR E&P ASA
ANNUAL REPORT 2023
5
About PetroNor E&P
About PetroNor E&P
PetroNor E&P in brief
............................................................................
6
Highlights and subsequent events
.....................................................
7
Chief executive officer
..........................................................................
8
Portfolio
.................................................................................................
10
Annual statement of reserves
...........................................................
20
Business model
OUR MISSION
Our mission is to generate
shareholder value by leveraging
the technical and commercial
skillset of the company to
enhance our reserve base,
production, and cash flow.
PetroNor E&P is committed
to the highest standards of
corporate governance, and to
deliver operational excellence
safely and efficiently.
OUR VISION
Our strategic vision is to steadily
build the company into a full
cycle, Africa-focused exploration,
and production company with
an emphasis on producing and
developing assets with upside
potential.
OUR WORK
We are an independent oil and
gas exploration and production
company with multiple licences
in countries in West Africa –
the Republic of the Congo,
The Gambia, and Nigeria. The
company has amassed a diverse
and high-quality portfolio
comprising economically robust
production, development
upside, and highly promising
exploration targets in West
Africa.
PetroNor E&P in brief
PetroNor E&P ASA, listed on the Oslo Stock Exchange (PNOR), is an independent
oil and gas company led by an experienced board and management team, with
substantial experience in oil and gas exploration, appraisal, development, and
production.
Business locations
THE MSCGC BASIN
90 per cent interest in The Gambia
A4 licence.
NIGERIA
20.2 per cent economic interest in Aje field
in licence OML113.
CONGO BRAZZAVILLE
16.83 per cent indirect participating interest in
PNGF Sud offshore licence group. 22.7 per cent indirect
participating interest in PNGF Bis offshore licence group.
PETRONOR E&P ASA
ANNUAL REPORT 2023
6
About PetroNor E&P
Net profit (USD million):
79.1
2022:
34.3
EBITDA (USD million):
121.8
2022:
94.2
EBIT (USD million):
104.5
2022:
84.9
2P Reserves (MMbbls):
16.1
2022:
18.5
2C Contingent resources (MMboe):
36.7
2022:
37.1
Market capitalisation (USD million):
105.0
2022:
111.4
Earnings per share (USD cents):
35.0
2022:
18.0
Net cash (USD million):
40.75
2022:
13.8
2023 Highlights
Record oil sales of 1.5 MMbbls
at average realised price of
USD 78.30/bbl, compared with
net entitlement volumes of 0.8
MMbbls at average realised
price of USD 90.99/bbl in 2022
Average net allocated
production of 5 162 bopd in
2023, up from 4 021 bopd in
2022
Five new wells in the Tchibeli
field added in 2023, as part of
the 17-well drilling campaign
in the PNGF Sud complex
commenced in 2021
The 100 per cent farm-out
of Guinea Bissau acreage
completed, generating a
payment of USD 23 million
Strengthened position
in Nigeria’s Aje field gas
redeveloping following a
binding agreement with New
Age to acquire their 32 per
cent project economic and
voting interest
Senegal licence dispute
arbitration has concluded with
claims by both parties rejected
by ICSID tribunal
voting
interest
PETRONOR E&P ASA
ANNUAL REPORT 2023
7
About PetroNor E&P
Chief executive officer:
Operational growth and
strategic advancements
As we close the chapter on 2023, I am pleased to report that PetroNor
E&P has enjoyed a great year in terms of operational delivery, deal
making, and cash generation. Solid production growth and record-
high oil sales, in combination with the gain from the Guinea-Bissau
farm-down, provide PetroNor with the financial capacity to execute
our organic growth strategy while simultaneously clearing the path for
capital returns to shareholders in 2024.
RECORD PRODUCTION
The total 2023 net entitlement oil volumes sold
exceeded 1.5 million bbls and realised USD 121
million in cash. This represents a historically high
volume and revenue for PetroNor which is now
seeing the benefits from the significant capital
investments into the infill drilling campaign and
infrastructure improvements in the PNGF Sud field
in Congo over the past two years.
Our average net allocated production rose to 5 162
bopd in 2023, up from 4 021 bopd in 2022, thanks
to the addition of five new wells in the Tchibeli field
as part of our ambitious 17-well drilling campaign
in the PNGF Sud complex initiated in 2021. The next
well is being drilled during Q1 2024.
A new wellhead and power generation platform
arrived in PNGF Sud from the Netherlands in
December and is being commissioned during Q1
2024. This is intended to improve the stability of
operations by reducing reliance on third parties for
power generation.
Our financial health remains robust, with a cash
position of USD 46 million at year-end. In addition,
the expected proceeds of USD 27 million from oil
sales in December were received during Q1 2024.
This solid financial foundation enables us to pursue
our strategic objectives confidently.
At the end of 2023, the PNGF Bis licence was
awarded to a contractor group led by Perenco as
an operator and with PetroNor as a partner with a
net interest of 22.7 per cent, represented through
its Congolese subsidiary, Hemla E&P Congo. This
approval, paving the way to a new Production
Sharing Contract, will bring additional opportunity
for accretive investment in the region.
AJE REDEVELOPMENT
The progress towards a redevelopment of the
Aje field in Nigeria continues. In October, we
announced an agreement to acquire additional
interest in the OML 113 licence via the purchase of
New Age’s 32 per cent interest. This agreement will
not only increase PetroNor’s economic stake but
also reinforce the company’s active involvement
and influence in the licence partnership.
PetroNor continues work with the licence
operator to update the field development plan
through consultation with partners, potential
gas purchasers, and sources of project finance.
The plan for 2024 is to proceed towards a final
investment decision on the project which involves
deployment of an FPSO, connection of existing
suspended wells, drilling further development
wells, and building a 30 km pipeline to an onshore
LPG plant close to the export compressor station of
the West African Gas Pipeline.
PORTFOLIO DEVELOPMENTS DURING THE
YEAR
In June 2023, we announced a farm-out transaction
of 100 per cent of our participating interest in our
two exploration licences in Guinea-Bissau, in a deal
worth up to USD 83 million to PetroNor in a success
case. This delivered a cash contribution to past
licence costs of USD 23 million in 2023 and set the
path for a key exploration well to be drilled during
2024. This transaction demonstrates our ability to
PETRONOR E&P ASA
ANNUAL REPORT 2023
8
CEO letter
find value in our exploration portfolio for both our
host governments and the company.
In the Gambia, constructive meetings with the
government are guiding our decision-making
process regarding the licence's future, with a
potential extension to make room for additional
technical work and a partnering programme being
considered.
OUTLOOK
The foundation laid in the past year, characterised
by strategic transactions, operational
enhancements, and solid financial management,
positions us well for sustained organic growth.
Looking ahead, we remain dedicated to advancing
our portfolio, optimising operations, and pursuing
strategic opportunities that align with our vision for
growth and value creation.
The cash flow from oil sales supports our
development and exploration assets and positions
the board to consider other approaches to delivering
value for shareholders as our cash position
continues to strengthen.
In conclusion, I extend my gratitude to the dedicated
PetroNor team, our partners, and other stakeholders
for their continued support and commitment.
Together, we look forward to continued success in
the future.
Sincerely,
Jens Pace
Interim CEO PetroNor E&P
– Looking ahead, we remain dedicated to
advancing our portfolio, optimising operations,
and pursuing strategic opportunities that align
with our vision for growth and value creation.
PETRONOR E&P ASA
ANNUAL REPORT 2023
9
CEO letter
Production:
Congo-Brazzaville
The Republic of Congo (Congo Brazzaville) is an established oil-producing country and
a core country for PetroNor,
both for existing production and for the development of
additional resources.
PetroNor holds a 16.83 per cent participation
interest in the licence group of PNGF Sud
(Tchibouela II, Tchendo II and Tchibeli-Litanzi II)
through Hemla E&P Congo SA.
PNGF Sud is operated by Perenco, a world-leading
specialist in low-cost brownfield optimisation of
mature production assets like PNGF Sud.
Production has continued to grow and operating
cost per unit production has been significantly
reduced, all achieved through improving
maintenance routines, production processing
capacities along with field integrity investments in a
stepwise and prudent manner.
The licence partnership is now well underway
with the 17-well infill drilling programme
which commenced in 2021 to deliver increased
production and reserves. The programme involved
investments of some USD 400 million over a three-
year period, and the company is now benefitting
from the significant capital investment in the
infill drilling campaign over the past years. Since
2022, 11 of the 17 planned infill wells have been
completed - all exceeding expectations.
PNGF SUD
Licence overview
Since the entry of the new contractor group
in early 2017, incremental improvements via
well workovers, surface production process
20 km
Tchendo
Litanzi
Tchibouela
Tchibouela east
Louissima
PNGF BIS*
PNGF SUD
Lusom
Suem
Tchibeli
Tchibeli
NE
Net interest:
16.83%
Producing wells:
70
2P Reserves
(net) (MMbbl):
16.10
2C Resources
(net) (MMbbl):
9.2
Accumulated
gross 2023
production
(MMbbl):
Gross
11.2
PETRONOR E&P ASA
ANNUAL REPORT 2023
10
Portfolio
improvements and structural integrity and HSE
improvements have resulted in year-on-year growth
in production at a relatively low CAPEX spend. The
goal has been to optimise the existing well stock by
re-activating producers and injectors, re-allocating
production intervals, increasing well lift capacities
as well as increasing and managing production
capacities and intra-field power consumption
between the 10 wellhead-platforms in PNGF Sud.
Licence activity
The average gross PNGF production was 30 672
bopd in 2023 with a continued low lifting cost of
USD 10.6/barrel (bbl). The workover programme
continued successfully in 2023. On the surface side,
significant investments were made on additional
water handling capacity, additional export pumps
plus starting the commissioning of additional
generators for intra-field power generation.
Correspondingly, integrity improvements were
made on several steel structures.
0
5
10
15
20
25
30
35
Tchibouela
Tchibouela East
Tchendo
Tchibeli Albien
Tchibeli NE
Litanzi Albien
Oil production
kbopd
Jan
2017
Jun
2017
Nov
2017
Apr
2018
Sep
2018
Feb
2019
Jul
2019
Des
2019
May
2020
Oct
2020
Mar
2021
Aug
2021
Jan
2022
Jun
2022
Apr
2023
Nov
2022
Sep
2023
Maritime oil rig
accompanied by
a service ship.
PETRONOR E&P ASA
ANNUAL REPORT 2023
11
Portfolio
PETRONOR E&P ASA
ANNUAL REPORT 2023
12
Portfolio
The 17-well infill drilling programme started in
2021 and delivered six new wells during 2022 in
the Litanzi and Tchibeli NE fields. During 2023, five
new Tchibeli wells were completed safely and below
budget using drilling rig Axima #4 (4 producers, 1
injector). The drilling programme will continue in
2024 with a follow-on production well to the 2022
exploration discovery in the Vandji Formation and
starting late 2024 with an infill campaign of six wells
in the Tchendo field.
Production capacity thus increased from an
average 23.9 thousand barrels of oil per day
(kbopd) in 2022, to an average production of 30.7
kbopd in 2023. This production level has not been
seen for over ten years and demonstrates the
development potential of this mature asset.
The drilling rig used for the drilling of these two
campaigns, Petrofor Dagda, has now been converted
to a production platform in Tchibeli NE and the
derrick has been removed. Another jack-up rig,
the Petrofor Axima, completed drilling the five well
infill drilling programme on Tchibeli. The same rig
will return to drill the Tchendo programme early
2025. The Tchendo 2 platform was completed and
towed from the yard in the Netherlands last year.
This contains the 14 slots for future infill drilling and
additional power generation capacity for the PNGF
and surrounding licences. This platform is expected
to be ready to be commissioned at the end of April,
2024.
The Tchendo debottlenecking project has added a
water treatment capacity of 40 kbwpd and export
pumps of 3x20 kbfpd.
Tchibouela
Tchibouela East
Tchendo
Tchibeli
Tchibeli NE
Litanzi
PN fcst
0
5
10
15
20
25
30
35
Oil production
kbopd
Jan
2023
Feb
2023
Apr
2023
Jun
2023
Aug
2023
Mar
2023
May
2023
Jul
2023
Sep
2023
Oct
2023
Nov
2023
Dec
2023
PNGF BIS
Licence overview
Located North-West of PNGF Sud, PNGF Bis licence
contains two discoveries, Louissima and Loussima
SW. The two discoveries are proven by three wells
drilled between 1985 and 1991.
The three discovery wells tested from 1 150 to 4 700
bopd of light, good quality oil. Perenco has recently
made a detailed reinterpretation, 3D modelling
and facilities study for the Loussima SW discovery,
yielding some 100 one million barrels (MMbbl) of
in-place resources and a possible tie-back to PNGF
Sud via pipeline.
In the CPR report published by AGR 2C resources
are estimated at 29 MMbbl . It also verifies the tie-
back scenario outlined above.
In December 2023, the Council of Ministers in the
Republic of Congo approved a number of energy
projects, including the award of the PNGF Bis
licence to a contractor group led by Perenco as an
operator and with PetroNor, represented through
its Congolese subsidiary, Hemla E&P Congo, as
a partner with a net interest of 22.7 per cent.
This approval will clear the path for signing of a
production sharing agreement in early 2024.
PETRONOR E&P ASA
ANNUAL REPORT 2023
13
Portfolio
West African
Gas pipeline
ELPS pipeline
system
Lagos
OML-113
Ogo
Aje
Seme
50 km
Benin
Nigeria
Development:
Nigeria
Nigeria is one of the most petroleum-rich nations in the world. Nearly all of the
country’s primary reserves are concentrated in and around the Niger Delta. Nigeria is
one of the few major oil producing nations still capable of increasing its oil output.
The Aje field is located close to the Lagos shores of
Nigeria, a populated area in dire need of affordable
electrical power. It is estimated that Nigeria
produces electrical power from some 20-30 million
diesel generators around the country and the Lagos
area alone has a population exceeding 17 million
people. The Aje field constitutes a significant gas
discovery which has the potential of supplying
cleaner, reliable and more affordable gas to power
to this region of the country. Additional liquid
petroleum gas (LPG) products extracted from the
gas yields cooking gas for the local area replacing
wood burning for cooking.
The Aje project targets production of oil, gas,
condensate, and LPG, which will have the potential to
replace approximately 500MW currently generated
by diesel power and also provide 10 per cent of the
country’s cooking gas. As such, it has an attractive
ESG profile consistent with PetroNor’s values and
longer-term goals.
OML 113 (AJE FIELD)
PetroNor directly holds 6.502 per cent participating
interest in the Aje field asset, with a 16.255 per cent
cost-bearing interest, representing an economic
interest between 12.1913 per cent and 16.255 per
cent in OML 113, containing the Aje oil and gas field.
PetroNor’s existing position in Oil Mining Licence
(OML) 113 was achieved through the acquisition
of Panoro Energy ASA’s Nigeria interests in a
2P Economic
interest:
15.1% –
20.2%
2C Resources
per table
(net)(MMboe):
27.1
PETRONOR E&P ASA
ANNUAL REPORT 2023
14
Portfolio
transaction which completed in 2022. PetroNor is
working with the OML 113 operator, Yinka Folawiyo
Petroleum (“YFP”), to create a jointly owned company,
Aje Production AS, which will hold a project economic
and joint operating agreement (JOA) voting interest
of 39 per cent.
Aje Production AS will lead the technical and
management efforts in the next phase of the Aje
field development, from which PetroNor will hold an
indirect 20.2 per cent interest.
In October 2023, PetroNor entered into a binding
agreement with New Age (African Global Energy)
Limited (“New Age”) to acquire New Age’s interests
in OML 113. This acquisition not only strengthens the
company’s position in OML 113 but also opens up
exciting possibilities for future growth in the energy
transition and strategic flexibility.
Subject to completion, the agreement will not
only increase PetroNor’s economic stake but also
reinforce the company’s active involvement and
influence in the licence partnership to plan for the
redevelopment of the Aje field.
Following completion of these transactions,
PetroNor and YFP related entities will have a project
economic and JOA voting interest of 71 per cent.
The Aje field is estimated to contain recoverable
resources of 480 Billion cubic feet (BCF) of gas, 54
MMbbls oil, condensate and LPG.
Licence overview
The Aje field was discovered after drilling of the Aje-1
well in 1996. The OML 113 block covers 835 km² with
water depths ranging from 100 metres to 1 500
metres. Five wells have been drilled; oil production
has been produced from Turonian and Cenomanian
age reservoirs until production was suspended in
November 2021.
Overlying the Turonian oil rim is a significant gas-
condensate discovery which has not been developed.
Forward plan
The development plans will target the gas,
condensate, and oil in a low-risk development
plan. Wet gas will be brought to shore for further
processing and extraction of LPG. The Nigerian
government encourages stop-flaring programmes
and the country is in dire need of electrical power.
According to the UN sustainability goals, gas is an
important transition fuel for Africa. Thus, in addition
to closing down existing gas flaring in the field
and piping additional gas to shore, this is in sum a
particularly ESG-friendly project.
Development plans for the Aje gas condensate and
additional oil are under discussion jointly with the
licence partners. The strategy entails advancing with
a Final Investment Decision (FID) to replace the FPSO
unit, drill more oil and gas wells, and lay a 30 km
pipeline to an LPG plant near the West African Gas
Pipeline's (WAGP) export station. Condensate and
oil will be produced and offloaded offshore while
offtake agreements will include gas sales and swap
arrangement for gas and LPG products.
The previous FPSO was released from the field as it
had reached the end of economic field life and does
not have the proper ratings for gas development.
Albeit delayed, significant progress has been made
on negotiations of gas offtake contracts and the
company is moving forward both in our discussions
with licence partners and relevant financing
institutions.
PetroNor hopes to progress the project toward
concluding concept selection and final investment
decision in Q2 2025.
Illuminated
offshore oil rig
at night.
PETRONOR E&P ASA
ANNUAL REPORT 2023
15
Portfolio
Revitalising energy:
PetroNor's Aje field development
In the bustling region of Western Nigeria, a short distance offshore from the city of
Lagos, PetroNor, in partnership with operator Yinka Folkawiyo Petroleum (YFP), is
making significant strides in redeveloping the Aje gas and condensate field.
This initiative is not only a testament to PetroNor's
commitment to energy innovation but also marks a
significant step towards energy sufficiency in West
Africa.
The Aje field redevelopment focuses on extracting
the abundant natural gas reserves. This initiative
positions natural gas as a crucial transitional
energy source, offering a sustainable alternative
for Nigeria and its neighbouring countries. By
transitioning to natural gas, West Africa anticipates
a considerable reduction in its energy deficit and
CO
2
emissions.
Moreover, PetroNor's project ambitiously aims
to supply 10 per cent of Lagos and Nigeria's LPG
(Liquefied Petroleum Gas) needs for cooking. This
shift not only makes LPG more affordable but
also more accessible, directly impacting millions
who currently rely on biomass fuels, which pose
significant health risks.
FIELD DEVELOPMENT
The redevelopment of the Aje field involves
field development activities. These include the
re-entry and completion of existing wells, the
drilling of new wells, and the installation of Subsea
Production Systems (SPS) & Subsea Umbilical,
Riser and Flowline (SURF) packages. From a
refurbished FPSO, the field will be connected to
shore by a 30-km gas pipeline, ensuring efficient
transportation and processing of natural to the
onshore LPG plant located close to the West
African Gas Pipeline (WAGP).
Map of Aje field
export route to
Lagos.
PETRONOR E&P ASA
ANNUAL REPORT 2023
16
Portfolio
QUOTE FROM BENJAMIN ASOKHIA,
OPERATIONS MANAGER, YINKA
FOLAWIYO PETROLEUM/ FASL
“The redevelopment of the Aje field is not
just an energy project; it's a vision for a
sustainable future. By harnessing natural
gas, enhancing local energy infrastructure,
and embedding strong ESG principles
in our operations, we are not only
contributing to the local economy but also
improving the quality of life for families in
Western Nigeria. I am proud to be working
at the forefront of this transformative
journey, redefining energy in West Africa.”
QUOTE FROM INGE HOLM,
FACILITIES MANAGER,
PETRONOR E&P
“The Aje project is something we are truly
excited to be a part of. Through collective
ambition and great cooperation, PetroNor
is achieving technical milestones and,
most importantly, is making energy more
affordable and available in areas where it
is most needed.”
The produced gas will be distributed via the WAGP,
while LPG will be transported to Lagos through
Badagry Creek.
COMMITMENT TO ESG AND COMMUNITY
DEVELOPMENT
PetroNor’s approach to the Aje development
is deeply rooted in Environmental, Social, and
Governance (ESG) principles.
Furthermore, the potential CO
2
emission reduction
from the Aje gas volumes is significant, with
estimates suggesting a nearly 30 per cent decrease
when natural gas replaces diesel fuel and heating
oil. PetroNor and YFP are committed to following
the Equator Principles and have appointed an
ESG auditor to ensure compliance with these high
standards.
Lagos from the
riverside.
PETRONOR E&P ASA
ANNUAL REPORT 2023
17
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50 km
A4
Block 2
(Sinapa)
Block 4A
(Esperança)
Shelf edge
Shelf edge
Block 5A
(Esperança)
Guinea-
Bissau
Sinapa-2
and
Esperança
4A/5A
Net working interest
farmed down 2023:
100%
Contingent
consideration
interest retained
The
Gambia
Net working interest:
90%
Area in km
2
:
1 376
Operator:
PetroNor E&P
Gambia Ltd
PETRONOR E&P ASA
ANNUAL REPORT 2023
18
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Exploration:
Gambia and Guinea Bissau
THE GAMBIA A4 LICENCE
Licence overview
In November 2022, the company was awarded a new
30-year lease for the A4 licence with terms based
on the newly developed Petroleum, Exploration and
Production Licence Agreement – “PEPLA" model. A
proportion of prior sunk costs associated with Block
A4 have been carried into the new agreement. The
first three-year period of the licence has been split
into two 18-month periods. The first period involves
an extensive work programme with a drill or drop
decision in May 2024.
PetroNor has licenced additional 3D PSDM seismic
data (TGS Jaan 3D) to give an enhanced regional
perspective and to better understand recent well
results in this part of the MSGBC Basin. PetroNor is
seeking a partner to join the company in drilling one
exploration well in this highly attractive acreage 40
km to the South of the Sangomar field in Senegal.
The key prospects in A4 are the ‘Lamia-South’ and
the ‘Rosewood’ prospects, both with commercial
stand-alone volumes and attractive probability
of success. PetroNor considers Lamia South to
be a genuine analogue for the Sangomar Field
(unlike recent wells in adjacent acreage). PetroNor
aims to participate in any future well at an equity
level of 30-50 per cent and hopes to drill in 2025 if
entering the second ‘commitment’ phase of the first
exploration period.
GUINEA-BISSAU SINAPA-2 AND ESPERANÇA
4A/5A LICENCES
Licence overview
Following the farm-out of 100% of the equity in both
Sinapa and Esperança 4A/5A licences to Apus Energy
Guiné-Bissau SA (“Apus Energy”), PetroNor retains an
upside interest in the licences. In the event that the
Atum-1X well proves successful, and the subsequent
development produces oil and/or gas, a further USD
60 million will be paid,
split into USD 30 million paid
on government approval of a field development plan
and USD 30 million on achievement of continuous
production. The timing is uncertain in this scenario
with appraisal drilling and development planning
and construction of facilities necessary before first
oil. Based on analogous projects this is likely to take
at least four years from exploration well success if
the project moves at a rapid pace.
PETRONOR E&P ASA
ANNUAL REPORT 2023
19
Portfolio
Annual statement of reserves
PetroNor’s classification of reserves and resources complies with the guidelines
established by the Oslo Stock Exchange and are based on the definitions set by
the Petroleum Resources Management System (PRMS) of the Society of Petroleum
Engineers/ World Petroleum Council/ American Association of Petroleum
Geologists/ Society of Petroleum Evaluation Engineers (SPE/PRMS) issued in 2018.
Reserves are the volume of hydrocarbons that are
expected to be produced from known accumulations:
On production
Approved for development
Justified for development
Reserves are also classified according to the
associated risks and probability that the reserves
will be produced.
1P
Proved reserves represent volumes that will
be recovered with 90 per cent probability.
2P
Proved + probable reserves represent volumes
that will be recovered with 50 per cent
probability.
3P
Proved + probable + possible volumes will be
recovered with 10 per cent probability.
Contingent resources are the volumes of
hydrocarbons expected to be produced from
known accumulations:
In planning phase
Where development is likely
Where development is unlikely with present
basic assumptions
Under evaluation
Contingent Resources are reported as 1C, 2C, and
3C, reflecting similar probabilities as reserves.
DISCLAIMER
The information provided in this report reflects
reservoir assessments, which in general must be
recognised as subjective processes of estimating
hydrocarbon volumes that cannot be measured in
an exact way.
PETRONOR E&P ASA
ANNUAL REPORT 2023
20
Annual statement of reserves
It should also be recognised that results of recent
and future drilling, testing, production, and new
technology applications may justify revisions
that could be material. Certain assumptions
on the future beyond PetroNor’s control have
been made. These include assumptions made
regarding market variations affecting both product
prices and investment levels. As a result, actual
developments may deviate materially from what is
stated in this report.
The estimates in this report are based on third
party assessments prepared by AGR Petroleum
Services AS (“AGR”) in March 2024 for PNGF Sud
and PNGF Bis (2024 AGR CPR). For OML113 (Aje),
reserves and resources are based on a CPR from
AGR/Tracs from March 2019.
PETRONOR ASSETS PORTFOLIO
The group holds exploration and production assets
in Africa through subsidiaries and joint ventures,
namely the offshore PNGF Sud production licences
in the Republic of Congo and an economic interest
between 15.115 per cent and 20.153 per cent in OML
113 following the completion of the YFP transaction.
This transaction is now part of this Annual
Statement of Reserves (“ASR”). The imminent
completion of the transaction with New Age will
bring the PetroNor economic interest to between
39.173 per cent and 52.223 per cent.
In 2023, PetroNor E&P AB, a wholly owned
subsidiary of PetroNor E&P ASA entered into a
binding agreement to farm-out 100 per cent of
its participating interest in the two exploration
licences offshore Guinea-Bissau to an SPV owned
by Apus Energy DMCC, a subsidiary of Petromal.
During 2023, the ICSID arbitration tribunal rejected
claims by the company to rights over its legacy
Senegal exploration licences.
The exploration assets in Guinea-Bissau, The Gambia
and Senegal only constitute prospective resources,
therefore are not considered part of this ASR.
PNGF Sud:
Offshore Congo Brazzaville, operator Perenco,
PetroNor 16.83 per cent
PNGF Sud is a development and exploitation licence
comprising three (3) production licence agreements
(Tchibouela II, Tchendo II and Tchibeli-Litanzi
II), which contain six oil fields: Tchibouela Main,
Tchibouela East, Tchendo, Tchibeli, Tchibeli North
East and Litanzi.
PetroNor E&P’s indirect subsidiary, Hemla E&P
Congo (Hepco), holds a 20 per cent (16.83 per cent
net to PetroNor) non-operated interest in the
PNGF Sud licences offshore Congo. The operator
of the licences is Perenco which holds a 40 per cent
interest.
Effective since 1 January 2017, the ownership of the
licences has an expiry date after 20 years plus a
5-year extension period.
Since granting of the licences, Perenco, with
partner support has been committed to strict HSE
compliance while growing production, improving
maintenance routines and field integrity in a
stepwise and prudent manner.
In November 2021, the 17-well infill programme
commenced on PNGF Sud with four infill wells
on Litanzi. In November 2022, two wells were
completed in Tchibeli North East. A further five
wells were added in Tchibeli from September 2023.
Production capacity reached approximately 35 000
bopd at the end of last year. The year ended with an
average 30 672 bopd (5 162 Net to Petronor). One
infill well into the Vanji of Tchibeli NE was added to
the 17-well programme and is close to complete in
writing this report. The remaining 6 wells in the infill
drilling programme will be initiated early 2025 from
the newly added Tchendo 2 platform.
Gross production during 2023 was 11.2 MMbbls of
oil and 10.1 Bcf of gas.
In March 2024 AGR performed a full Competent
Persons Report (CPR) covering the Reserves (1P,
2P and 3P) and Resources (1C, 2C and 3C) in both
PNGF Sud and PNGF Bis. The above figures were
evaluated as of 31 December 2023.
As per the PRMS/SPE guidelines, only the portion
of gas is contributing to power generation (on
Tchibouela and Tchendo only) and is included in
the overall reserves in the AGR CPR. The gas is
being used centrally in the field complex as fuel for
power generating turbines which is subsequently
transmitted to the individual field platforms via
electrical power cables. For the purpose of this
report, the numbers quoted below as MMbbls do
not include the oil equivalent gas but are included
in the appendix reserves and resource tables.
PetroNor ASR uses as the basis the Reserves
and Resources from the 2024 AGR CPR yielding
Reserves and Resources as per 31 December
2023. As the only product sold is oil, PetroNor will
in the text below when referring to Reserves and
Resources mainly refer to oil and term these with
the unit MMbbls or including condensate, LPG and
gas as oil equivalents MMboe.
PETRONOR E&P ASA
ANNUAL REPORT 2023
21
Annual statement of reserves
PETRONOR E&P ASA
ANNUAL REPORT 2023
22
Annual statement of reserves
As of 31 December 2023, AGR evaluated that gross
1P Proved Reserves yield 65.6 MMbbls in all of
the PNGF Sud fields in the Cenomanian, Turonian,
Senonian and Albian reservoirs. Gross 2P Proved
plus Probable Reserves at PNGF Sud amounted
to 95.7 MMbbls in the same reservoirs. Gross 3P
Proved plus Probable plus Possible Reserves at
PNGF Sud amounted to 123.4 MMbbls.
Gross 1C Resources yield 25.5 MMbbls in all of
the PNGF Sud fields in the Cenomanian, Turonian,
Senonian and Albian reservoirs. Gross 2C
Resources at PNGF Sud amounted to 42.0 MMbbls
in the same reservoirs. Gross 3C Resources at PNGF
Sud amounted to 72.3 MMbbls.
These evaluations yield 1P Proved Reserves net to
PetroNor of 11.0 MMbbls, 2P Proved plus Probable
Reserves net to PetroNor of 16.1 MMbbls and 3P
Proved plus Probable plus Possible Reserves net to
PetroNor of 20.8 MMbbls.
Additional potentially recoverable resources net
to PetroNor are approximately 4.3 MMbbls 1C, 7.1
MMbbls 2C and 12.2 MMbbls 3C.
These Reserves and Contingent Resources are
PetroNor’s net volumes before deductions for
royalties and other taxes, reflecting the production
and cost sharing agreements that govern the assets.
PNGF Bis:
Offshore Congo Brazzaville, operator Perenco,
PetroNor 22.7 per cent
Located North-West of PNGF Sud, PNGF Bis licence
contains two discoveries, Louissima and Loussima
SW. The two discoveries are proven by three wells
including DSTs drilled from 1985-1991. The primary
potential is identified in the pre-salt Vanji formation
with promising DST rates, but the exploration and
appraisal wells also include an oil column in the
post-salt Senji fm (not tested).
The contractor group of PNGF Sud has now secured
the rights to carry out petroleum activities on PNGF
Bis and one possible scenario comprises a long-
term test production period with a rented jack-up
with a purchase option and an 11 km pipeline tie-
back to one of the existing Tchibouela process
platforms. This would allow cost recovery of the
investments during the test production and allows
upscaling the production levels with additional
producers as resources are matured to reserves.
Based on an initial test development, net to PetroNor
1C Contingent Resources yield 0.8 MMbbls in the
Loussima SW Vanji and Senji fm. Net 2C at PNGF Bis
Loussima SW amounts to 2.1 MMbbls in the same
reservoirs. Net 3C amounts to 3.0 MMbbls.
MANAGEMENT DISCUSSION AND ANALYSIS
PetroNor uses the services of AGR Petroleum
Services for third party verifications of its reserves
and resources.
All evaluations are based on standard industry
practice and methodology for production
decline analysis and reservoir modelling based
on geological and geophysical analysis. The
following discussions are a comparison of the
volumes reported in previous reports, along with
a discussion of the consequences for the year-end
2023 ASR.
PNGF Sud
During the years from 2017 to 2023, production
and reserves have grown from the initial c. 15 000
bopd and 62 mmbo when Perenco and partners
took over. An additional c. 58 mmbo have been
produced in the period, thus representing a reserve
replacement ratio of more than 200 per cent for the
period. This has materialised through revitalising
existing producers via replacements or upsizing of
Electrical Submersible Pumps (ESPs), acidising, clean
up or reperforating wells or converting wells from
the Cenomanian to the Turonian (less depleted)
formations. Significant surface debottlenecking is
also taking place, projects ranging from improved
power generation, gas-lift compressor upgrades,
pump replacements and other surface process
improvements. Production from Tchibeli has been
routed to Tchendo by installing a new pipeline
to avoid third party processing tariffs previously
paid to the Nkossa FPSO. These brick-by-brick
improvements together with infill drilling have
yielded a production level during 2023 of 30 672
bopd. An infill drilling programme was decided for
the Litanzi field in 2019 and in 2020 for Tchendo
and Tchibeli. Development drilling of the Tchibeli NE
discovery was further sanctioned in 2021 with one
additional Vanji well decided in 2023. Consequently,
the 2C resources in these fields have already been
converted to 2P reserves. Development of 3D static
and dynamic models has been and will continue to
form the basis of further infill drilling programmes
on PNGF Sud. As part of the commitment to
infill drilling, significant 2C resources have been
transferred to 2P reserves on Litanzi, (in 2019),
Tchendo, Tchibeli and further in Tchibeli NE. The
further infill potential in Tchibouela and Tchendo
has been maintained with a significant gross/net 2C
potential of some 42.0/7.1 mmbo.
Net/gross produced volumes during 2023
constituted 1.9/11.2 MMbbls. Only minor
adjustments were made to 2P reserves for 2023,
with a decrease after production of net/gross -0.5/-
3.1 mmbo. 2C resources are unchanged.
PETRONOR E&P ASA
ANNUAL REPORT 2023
23
Annual statement of reserves
The PNGF partnership has invested in additional
power generation facilities on Tchibouela and
Tchendo. According to PRMS, gas reserves for
this should be classified as reserves. Total gross
gas reserves attributed to power generation has
been estimated at 35.0 bcf, corresponding to
an additional gross 6.2 mmboe in the reserve’s
balances.
Production rates are expected to average around
30 000 bopd for 2024.
PNGF Bis
Once investment decisions are made on the
Loussima SW project these reserves may become
reserves approved for development. It is expected
that these discoveries will have priority following
the infill drilling programmes in PNGF Sud.
Given a successful Loussima SW, a similar
development potential is also likely for the
Loussima Discovery.
Aje – OML113
As part of the completion with Panoro on this
transaction, reserves and resources from this
licence are included in PetroNor’s balances.
Reserves and resources are based on a CPR from
AGR/Tracs from March 2019. As the bulk of these
are 2P reserves based on a Field Development Plan
(FDP) submitted to and approved by the Nigerian
Upstream Petroleum Regulatory Commission
(NUPRC – formerly DPR) in 2018 and the current
development plan will need a resubmission and
approval. PetroNor assumes the same reserves
now to be contingent resources. Production from
2019 to 2021, being relatively insignificant, has been
subtracted from these figures.
Revenue and cost bearing interests vary through
the development production period from 15.1 per
cent and 20.2 per cent and net resources have been
modelled and listed in the tables below. The 2C
resources net to PetroNor are 10.9 mmbo of liquids
and 97 bcf of gas, in total 27.1 mmboe (AGR Tracs
use 6 mscf/boe).
ASSUMPTIONS
The commerciality and economic tests for the PNGF
Sud, PNGF Bis and Aje reserves and resources
volumes were based on an oil and condensate price
of 70 USD/bbl, although the reserves and resources
are not very sensitive to this parameter as OPEX
levels are currently at around 10 USD/bbl in PNGF
and estimated at approximately 7 USD/bbl in Aje on
plateau production.
2P Reserves
(MMboe)
2022
2023
2023 PN Net
Balance – gross AGR, PNGF Sud
120.5
101.9
17.2
2P and 2C Reserves and resources status
(MMboe)
2022
2023
2023 PN Net
Balance 2P/2C gross, PNGF Sud
165.0
146.3
24.6
Balance 2P/2C gross, Sud+Bis
193.8
155.7
26.8
Balance – 2P/2C gross, ALL PNGF +Aje
339.0
290.0
53.8
PetroNor’s total 1P oil Reserves at end of 2023
amounted to 11.0 MMbbls. PetroNor’s 2P oil
Reserves amount to 16.1 MMbbls and PetroNor’s 3P
oil Reserves amount to 20.8 MMbbls. This reflects
the 20 March 2024 reserve report for the PNGF Sud
field, conducted by AGR Petroleum Services AS and
production since the field start-up.
PetroNor’s Contingent Resource base includes
discoveries of varying degrees of maturity towards
development decisions. PetroNor’s assets contain a
total 2C volume of approximately 37.0 MMboe
24 April 2024
JENS PACE
Interim CEO PetroNor E&P
PETRONOR E&P ASA
ANNUAL REPORT 2023
24
Annual statement of reserves
NET TO PETRONOR – RESERVES AND RESOURCES AT 31 DECEMBER 2023
(AGR CPR DATED 17 MARCH 2024)
Net PetroNor reserves (developed or under development):
1P
2P
3P
Oil
mmbo
Gas
bcf
Boe
mmboe
Oil
mmbo
Gas
bcf
Boe
mmboe
Oil
mmbo
Gas
bcf
Boe
mmboe
PNGF Sud 16.83%
Tchibouela
5.53
1.50
5.80
7.28
2.32
7.70
8.69
3.75
9.36
Tchibouela East
0.35
-
0.35
0.50
-
0.50
0.63
-
0.63
Tchendo
2.08
2.50
2.53
3.60
3.56
4.23
4.90
3.62
5.54
Tchibeli
1.23
-
1.23
2.08
-
2.08
2.97
-
2.97
Tchibeli Northeast
1.00
-
1.00
1.33
-
1.33
1.82
-
1.82
Litanzi
0.84
-
0.84
1.31
-
1.31
1.76
-
1.76
Total
11.04
4.00
11.75
16.10
5.89
17.15
20.77
7.37
22.08
PNGF Bis 22.70%
Loussima (Bis)
-
-
-
-
-
-
-
-
-
Total
11.40
4.00
11.75
16.10
5.89
17.15
20.77
7.37
22.8
Net PetroNor contingent resources (undeveloped):
1C
2C
3C
Oil
mmbo
Gas
bcf
Boe
mmboe
Oil
mmbo
Gas
bcf
Boe
mmboe
Oil mmbo
Gas
bcf
Boe
mmboe
16.83% PNGF Sud
Tchibouela
2.29
1.50
2.56
3.57
2.32
3.98
5.74
3.75
6.41
Tchibouela East
1.09
-
1.09
1.95
-
1.95
3.19
-
3.19
Tchendo
0.91
-
0.91
1.54
-
1.54
3.23
-
3.23
Tchibeli
-
-
-
-
-
-
-
-
-
Tchibeli Northeast
-
-
-
-
-
-
-
-
-
Litanzi
-
-
-
-
-
-
-
-
-
Total
4.28
1.50
4.55
7.06
2.32
7.47
12.16
3.75
12.82
PNGF Bis 22.70%
Loussima (Bis)
0.75
-
0.75
2.13
-
2.13
3.00
-
3.00
Aje 20.15%
OML 113
1)
6.64
56.66
16.08
10.89
97.04
27.06
17.97
138.24
41.01
Total
11.67
58.16
21.38
20.08
99.37
36.67
33.12
141.99
56.83
1) (Oil+Condensate+LPG) - oil equivalents for Aje are 6 mscf/boe according to the CPR.
PETRONOR E&P ASA
ANNUAL REPORT 2023
25
Annual statement of reserves
Net Petronor reserves and resources (developed, under development or undeveloped):
1P/1C
2P/2C
3P/3C
Oil
mmbo
Gas
bcf
Boe
mmboe
Oil
mmbo
Gas
bcf
Boe
mmboe
Oil mmbo
Gas
bcf
Boe
mmboe
16.83% PNGF Sud
Tchibouela
7.82
3.00
8.35
10.85
4.65
11.68
14.43
7.51
15.77
Tchibouela East
1.44
-
1.44
2.45
-
2.45
3.81
-
3.81
Tchendo
2.99
2.50
3.44
5.14
3.56
5.77
8.13
3.62
8.78
Tchibeli
1.23
-
1.23
2.08
-
2.08
2.97
-
2.97
Tchibeli Northeast
1.00
-
1.00
1.33
-
1.33
1.82
-
1.82
Litanzi
0.84
-
0.84
1.31
-
1.31
1.76
-
1.76
Total
15.32
5.50
16.3
23.16
8.21
24.62
32.92
11.13
34.9
PNGF Bis 22.70%
Loussima (Bis)
0.75
-
0.75
2.13
-
2.13
3.00
-
3.00
Aje 20.15%
OML 113
1)
6.64
56.66
16.08
10.89
97.04
27.06
17.97
138.24
41.01
Total
22.71
62.15
33.13
36.18
105.25
53.82
53.89
149.36
78.91
1) (Oil+condensate+LPG) - oil equivalents for Aje are 6 mscf/boe according to the CPR.
0
5
10
15
20
25
30
35
40
0
20
40
60
80
100
120
140
160
2023 AGR 2P
2023 AGR 2P+2C
2022 AGR 2P+2C
Cum 2P
Cum 2C
2P+2C production rate and cumulative production from 2023 AGR CPR
Thousand
bopd gross
mmbo
gross
2021
2023
2025
2027
2029
2031
2033
2035
2037
2039
2041
PETRONOR E&P ASA
ANNUAL REPORT 2023
26
Annual statement of reserves
PETRONOR E&P ASA
ANNUAL REPORT 2023
27
Annual statement of reserves
PETRONOR E&P ASA
ANNUAL REPORT 2023
28
Corporate governance
PETRONOR E&P ASA
ANNUAL REPORT 2023
29
Corporate governance
Corporate governance
Statement on corporate governance
...............................................
30
Board of directors
................................................................................
36
Executive management
......................................................................
40
Board of directors’ report
..................................................................
42
Statement on corporate
governance in PetroNor E&P
PetroNor E&P ASA (“PetroNor” or the “company”, and with its subsidiaries; the
“group”) aims to instil confidence in the company and maximise long-term value
through effective decision-making, well-defined roles among shareholders,
management, and the board of directors (the “board”), and transparent
communication.
As a company listed on the Oslo Stock Exchange,
PetroNor is required to report on corporate
governance under section 3-3b of the Norwegian
Accounting Act and the Norwegian Code of Practice
for Corporate Governance (the “code”). The
Accounting Act may be found (in Norwegian) at
www.lovdata.no
. The Code, which was last revised
on 14 October 2021, may be found at
www.nues.
no
. The Code is based on the “comply or explain”
principle. In the event that the company deviates
from the requirements of the Code, the company
must provide a justification for such deviation
and
explain what alternative solution it has selected.
The company also seeks to comply with the Oslo
Stock Exchange Code of Practice for Investor
Relation (IR) of 1 March 2021.
1.
IMPLEMENTATION AND REPORTING ON
CORPORATE GOVERNANCE
The main objective for PetroNor’s corporate
governance principles is to develop a strong,
sustainable and competitive company in the
best interest of the shareholders, employees
and society at large, in compliance with the laws
and regulations of the relevant jurisdictions in
which the company operates. The board and
management of the company aim for a controlled
and profitable development and long-term creation
of growth through well-founded governance
principles and risk management.
The board will prioritise the development of
effective working procedures to achieve, among
other objectives, the goals outlined in these
corporate governance guidelines and principles.
The Code comprises 15 principles. The corporate
governance report is available on the company’s
website
www.petronorep.com
.
Deviations from the Code: None.
2. BUSINESS
PetroNor is a full cycle oil and gas exploration
and production company listed on the Oslo Stock
Exchange with ticker code "PNOR". PetroNor holds
exploration and production assets in Africa.
The company’s business is defined in Article 3 of
the company's articles of association, which states:
“The company’s business is to invest in companies
and entities that are involved in the energy industry
and the oil and gas industry worldwide, as well as
investment activities and other related activities.”
The company is focused on growing production and
reserves by leveraging existing assets to capitalise
on new venture opportunities combined with
targeted high impact exploration. With strategic
and long-term large shareholders from Abu Dhabi
and Norway, PetroNor will look to capitalise on the
industry experience and government relations in
these jurisdictions.
PetroNor’s vision is to:
Become a leading full-cycle E&P company.
Use experience and competence in enhancing
value in projects in Africa to the benefit of
the countries PetroNor operates in and the
shareholders of the company.
Create values for the shareholders in a
sustainable manner where due regards are
given to financial, social and environmental
issues.
The board will evaluate the group's vision and
strategy at least on an annual basis, also including
input from shareholders not directly represented
in the board.
The oil and gas exploration and production
industry is characterised by high-risk, high-reward
dynamics, exposing PetroNor to fluctuations in oil
prices. The company is also subject to the inherent
PETRONOR E&P ASA
ANNUAL REPORT 2023
30
Corporate governance
risks associated with petroleum production, as
well as the drilling of production, appraisal, and
exploration wells.
The company will seek opportunities across its core
region but may opportunistically invest outside of
its core area.
PetroNor is dedicated to steadily building and
increasing its reserve base. The company aims
to use free cash flow for targeted exploration
efforts in selected and highly promising basins.
The primary goal is to deliver substantial value
to its shareholders through high-impact wells.
Furthermore, PetroNor is committed to being a
responsible corporate citizen, promoting excellence
in operations, and fostering innovation.
PetroNor has implemented corporate values,
ethical guidelines, and guidelines for corporate
social responsibility. These values and guidelines
are described in PetroNor’s Code of Conduct with
further details in internal policies. In accordance
with the Norwegian Accounting Act, the company
annually reports on various aspects, including
environmental and social issues, the work
environment, equality and non-discrimination,
adherence to human rights, and efforts to combat
corruption and bribery.
Deviations from the Code: None.
3.
EQUITY AND DIVIDENDS
The oil and gas E&P business is highly capital
dependent, requiring PetroNor to be sufficiently
capitalised. The board will ensure that the
company at all times has an equity capital at a
level appropriate to its objectives, strategy and
risk profile. The board recognises a need to be
proactive in order for PetroNor to be prepared for
changes in the market.
Mandates granted to the board to increase the
company’s share capital or to purchase own shares
will normally be restricted to defined purposes
and are normally limited in time to the following
year’s annual general meeting. Any acquisition
of PetroNor-shares will be carried out through
a regulated marketplace at market price, and
the company will observe the principle of equal
treatment of all shareholders in connection with
such transactions. If there is limited liquidity in the
company’s shares at the time of such transaction,
the company will consider other ways to ensure
equal treatment of all shareholders.
Mandates granted to the board for issue of shares
for different purposes will each be considered
separately by the general meeting.
Payment of dividends will be considered in the
future, based on the company’s capital structure
and dividend capacity as well as the availability of
alternative investments.
Deviations from the Code: None.
4.
EQUAL TREATMENT OF SHAREHOLDERS
PetroNor has one class of shares representing one
vote at the annual general meeting. The articles
of association contain no restriction regarding the
right to vote.
Any decision to waive the pre-emption rights of
existing shareholders to subscribe for shares in the
event of an increase in share capital will be justified
and disclosed in the stock exchange announcement
of the increase in share capital. Such decision
will be made only in the common interest of the
shareholders of the company.
Transactions in PetroNor shares will be made
through the stock exchange or by other means at
market prices. If there is a limited liquidity in the
PetroNor shares, the board will consider other
ways to ensure equal treatment of all shareholders
when making transactions in the PetroNor shares.
Deviations from the Code: None.
5:
SHARES AND NEGOTIABILITY
Shares of PetroNor are listed on the Oslo Stock
Exchange. There are no restrictions on ownership,
trading or voting of shares in PetroNor’s articles of
association.
Deviations from the Code: None.
6: GENERAL MEETINGS
PetroNor’s annual general meeting is to be held by
the end of June each year.
The board will take necessary steps to ensure that
as many shareholders as possible may exercise
their rights by participating in general meetings
of the company, and to ensure that general
meetings are an effective forum for the views
of shareholders and the board. The company
shall arrange the general meetings so that the
shareholders can attend electronically, unless
there is a reason to refuse.
PETRONOR E&P ASA
ANNUAL REPORT 2023
31
Corporate governance
An invitation and agenda (including proxy) will be
sent out no later than 21 days prior to the meeting
to all shareholders in the company. The invitation
will also be distributed as a stock exchange
notification. The invitation and support information
on the resolutions to be considered at the general
meeting will furthermore normally be posted on
the company’s website
www.petronorep.com
no
later than 21 days prior to the date of the general
meeting.
The recommendation of the nomination committee
will normally be available on the company’s website
at the same time as the notice.
PetroNor will ensure that the resolutions and
supporting information distributed are sufficiently
detailed and comprehensive to allow shareholders
to form a view on all matters to be considered at
the meeting.
According to Article 7 of the company’s articles of
association, registrations for the company’s general
meetings must be received at least two trading
days before the meeting is held.
The chairperson of the board, as well as the
auditor and CEO of the company, shall be present
at the general meetings, unless the circumstances
preclude such. The chairperson of the nomination
committee as well as other board members should
attend the general meetings. An independent
person to chair the general meeting will, to the
extent possible, be appointed. Normally the
general meetings will be chaired by the company’s
external corporate lawyer.
Shareholders who are unable to attend in person
will be given the opportunity to vote by proxy.
The company will nominate a person who will
be available to vote on behalf of shareholders
as their proxy. Information on the procedure for
representation at the meeting through proxy will
be set out in the notice for the general meeting. A
form for the appointment of a proxy, which allows
separate voting instructions for each matter to
be considered by the meeting and for each of
the candidates nominated for elections will be
prepared. Dividend, remuneration to the board
and the election of the auditor, are among the
matters that will be decided at the annual general
meeting. Following a general meeting, the company
immediately announces that its general meeting
has been held and the minutes are released on the
company’s ticker "PNOR" at NewsWeb as well as at
the company's website.
Deviations from the Code: None.
7.
NOMINATION COMMITTEE
The company shall have a nomination committee of
up to three members, to be elected by the general
meeting. The nomination committee shall present
proposals to the general meeting regarding (i)
election of the chair of the board, board members
and any deputy members, and (ii) election of
members of the nomination committee. The
nomination committee shall also present proposals
to the general meeting for remuneration of the
board and the nomination committee, which is to
be determined by the general meeting. The general
meeting shall adopt instructions for the nomination
committee.
Deviations from the Code:
Due to the company's
current shareholder composition, the majority
of the nomination committee is currently
not independent of the board and executive
management. The company will continuously
consider whether amendments to the composition
of the nomination committee should be made.
8.
BOARD OF DIRECTORS – COMPOSITION
AND INDEPENDENCE
The composition of the board ensures that the
board represents the common interests of all
shareholders and meets the company’s need for
expertise, capacity and diversity. The members of
the board represent a wide range of experience
including upstream E&P industry, oil service,
energy politics and finance. The composition of the
board ensures that it can operate independently
of any special interests. Members of the board
are normally elected for a period of two years.
Recruitment of members of the board may be
phased so that the entire board is not replaced
at the same time. The general meeting elects the
chairperson and deputy chairperson (if any). The
company’s website and annual report provide
detailed information about the board members
expertise and independence. The company has
a policy whereby the members of the board are
encouraged to own shares in the company, but
to dissuade from a short-term approach which is
not in the best interests of the company and its
shareholders over the longer term.
The board is to be composed of at least two
members who are independent of the company's
major shareholders, and more than half of the
members are to be independent of the company's
management and material business relations.
Deviations from the Code: None.
PETRONOR E&P ASA
ANNUAL REPORT 2023
32
Corporate governance
9.
THE WORK OF THE BOARD OF
DIRECTORS
The board has the overall responsibility for the
management and supervision of the activities in
general. The CEO is responsible for the company’s
daily operations and ensures that all necessary
information is presented to the board.
The board decides the strategy of the company
and makes the final decision in new projects and/
or investments. The board’s instructions for its own
work as well as for the executive management have
particular emphasis on clear internal allocation
of responsibilities and duties. The chairperson
of the board ensures that the board’s duties
are undertaken in efficient and correct manner.
The board has established separate rules of
procedures for its work. Such rules of procedure
also address how the board and management shall
deal with agreements with related parties, and in
particular whether independent valuations of such
agreements should be obtained. In addition, the
board will report on such agreements in its annual
report.
The board shall stay informed of the company’s
financial position and ensure adequate control of
activities, accounts and asset management. The
board member’s experience and skills are crucial
to the company both from a financial as well as an
operational perspective.
An annual schedule for the board meetings is
prepared and discussed together with a yearly plan
for the work of the board. The board will consider
evaluating its performance and expertise annually.
The company has guidelines to ensure that
members of the board and executive personnel
notify the board if they have any material direct or
indirect interest in any transaction entered into by
the company. Should the board need to address
matters of a material character in which the
chairperson is or has been personally involved, the
matter will be chaired by an independent member
of the board to ensure a more independent
consideration.
The board has established an audit & risk
committee and a remuneration committee as
subcommittees of the board.
The audit & risk committee shall consist of at least
three members appointed by and among the board.
All members of the audit & risk committee must be
non-executive directors, a majority of the members
should be independent of the management and the
company, and there must be adequate accounting
and finance competence among the members of
the committee. The audit & risk committee's role is
to supervise the group's accounting and financial
performance, as well as ensuring that adequate
internal control and reporting requirements exist.
The role is further detailed in a separate audit &
risk committee charter.
The remuneration committee shall consist of up to
three members appointed by and among the board.
All members shall be independent of the executive
management. The remuneration committee’s role
is to assist and advise the board on matters relating
to the remuneration of the board and management,
as well as salary, bonus and benefit policies for the
employees in general. The role is further detailed in
a separate remuneration committee charter.
Deviations from the Code: None.
10. RISK MANAGEMENT AND INTERNAL
CONTROL
Financial and internal control, as well as short-
and long-term strategic planning and business
development, all according to PetroNor’s business
idea and vision and applicable laws and regulations,
are the board’s responsibilities and the essence of
its work. This emphasises the focus on ensuring
proper financial and internal control, including risk
control systems.
The board approves the company’s strategy and
level of acceptable risk, as documented in the
guiding tool “Risk Management” described in Note
22 to the consolidated financial statements in this
annual report.
The board carries out an annual review of the
company’s most important areas of exposure to
risk and its internal control arrangements.
Deviations from the Code: None.
11. REMUNERATION OF THE BOARD OF
DIRECTORS
The remuneration to the board will be decided by
the annual general meeting each year.
PetroNor is a diversified company, and the
remuneration will reflect the board’s responsibility,
expertise, the complexity, and scope of work as
well as time commitment.
The remuneration to the board is not linked to the
company’s performance and share options shall
not be granted to board members. Remuneration
in addition to normal director’s fee will be
specifically identified in the annual report.
PETRONOR E&P ASA
ANNUAL REPORT 2023
33
Corporate governance
Members of the board normally do not take on
specific assignments for the company in addition to
their appointment as a member of the board. Any
exemptions shall be clarified with the full board.
Deviations from the Code: None.
12. SALARY AND OTHER REMUNERATION
FOR EXECUTIVE PERSONNEL
The board has established guidelines for the
remuneration of the executive personnel. The
guidelines will be presented to the annual general
meeting each year and shall set out the main
principles applied in determining the salary and
other remuneration of the executive personnel.
The guidelines ensure convergence of the financial
interests of the executive personnel and the
shareholders. The guidelines shall be clear and
transparent and contribute to the company's
strategy, long term interests and financial viability.
The remuneration shall, both with respect to the
chosen kind of remuneration and the amount,
encourage addition of values to the company and
contribute to the company’s common interests –
both for management as well as the owners.
Remuneration based on performance will normally
be capped upwards.
Deviations from the Code: None.
13. INFORMATION AND COMMUNICATIONS
The company has established guidelines for
the company’s reporting of financial and other
information. The chairperson and CEO are
authorised by the board to speak to or be in
contact with the press.
The company publishes an annual financial calendar
including the dates the company plans to publish
the quarterly and interim updates and the date
for the annual general meeting. The calendar can
be found on the company’s website and will also
be distributed as a stock exchange notification
and updated on Oslo Stock Exchange’s website.
The calendar is published at the end of a fiscal
year, according to the continuing obligations for
companies listed on the Oslo Stock Exchange.
All information to shareholders is published
simultaneously on the company’s website and to
appropriate financial news media.
PetroNor normally makes four quarterly
presentations per year to shareholders, potential
investors and analysts in connection with
quarterly earnings reports or trading updates.
The quarterly presentations are held through
webinars to facilitate participation by all interested
shareholders, analysts, potential investors and
members of the financial community. A question-
and-answer session is held at the end of each
presentation to allow management to answer the
questions of attendees. A recording of the webinar
presentation is retained on the company’s website
www.petronorep.com
for a limited number of days.
The company also makes investor presentations
at conferences in Norway and internationally. The
information packages presented at such meetings
are published simultaneously on the company’s
website.
Deviations from the Code: None.
14. TAKEOVERS
PetroNor has established the following guiding
principles for how the board will act in the event
of a take-over bid. In a bid situation, the board
shall help to ensure that shareholders are treated
equally, and that the company’s business activities
are not disrupted unnecessarily. The board shall
ensure that shareholders are given sufficient
information and time to form a view of relevant
offers.
As of today, the board does not hold any
authorisations as set forth in Section 6-17 of the
Securities Trading Act, to effectuate defence
measures if a takeover bid is launched on PetroNor.
The board may be authorised by the general
meeting to acquire its own shares but will not be
able to utilise this in order to obstruct a takeover
bid, unless approved by the general meeting
following the announcement of a takeover bid.
As a rule, the company will not enter into
agreements with the purpose to limit the
company’s ability to arrange other bids for the
company’s shares unless it is clear that such
an agreement is in the common interest of the
company and its shareholders. As a starting point
the same applies to any agreement on the payment
of financial compensation to the bidder if the bid
does not proceed. Any financial compensation
will as a rule be limited to the costs the bidder
has incurred in making the bid.
The company will
typically aim to disclose agreements made with
the bidder, which are material for the market's
assessment of the bid, no later than the publication
of the announcement confirming the intention to
make the bid.
PETRONOR E&P ASA
ANNUAL REPORT 2023
34
Corporate governance
In the event of a take-over bid for the company’s
shares, the board will not exercise mandates
or pass any resolutions with the intention of
obstructing the take-over bid unless this is
approved by the general meeting following
announcement of the bid.
If an offer is made for the company’s shares, the
board will issue a statement evaluating the offer
and making a recommendation as to whether
shareholders should or should not accept the
offer. The board will also arrange a valuation with
an explanation from an independent expert. The
valuation will be made public no later than at
the time of the public disclosure of the board’s
statement. Any transactions that are in effect a
disposal of the company’s activities will be decided
by a general meeting.
Deviations from the Code: None.
15. AUDITOR
The auditor will be appointed by the general
meeting.
The board has appointed an audit & risk committee
as a sub-committee of the board, which will meet
with the auditor regularly. The auditor shall on an
annual basis submit the main features of the plan
for the audit of the company and an additional
report to the audit & risk committee in which it
declares its independence and explains the results
of the statutory audit carried out by providing a
range of information about the audit.
The auditor will send a complete management
letter/report to the board – which is a summary
report of risks faced by the business. The auditor
participates in meetings of the board that deal with
the annual accounts, where the auditor reviews
any material changes in the company’s accounting
principles, comments on any material estimated
accounting figures and reports all material matters
on which there has been disagreement between
the auditor and the executive management of the
company.
In view of the auditor’s independence of the
company’s executive management, the auditor is
also present in at least one board meeting each
year at which neither the CEO nor other members
of the executive management are present. The
board shall on an annual basis review the internal
control procedures jointly with the auditor,
including weaknesses identified by the auditor and
assess proposals for improvement.
PetroNor places importance on independence and
has established guidelines in respect of retaining
the company’s external auditor by the company’s
executive management for services other than the
audit.
The board reports the remuneration paid to the
auditor at the annual general meeting, including
details of the fee paid for audit work and any fees
paid for other specific assignments.
Deviations from the Code: None.
PETRONOR E&P ASA
ANNUAL REPORT 2023
35
Corporate governance
EYAS ALHOMOUZ
Non-executive chair
Qualifications:
Alhomouz graduated from Brigham Young
University in Provo, UT with a degree in Chemical
Engineering. Additionally, he holds a master's
degree in Mineral and Energy Economics from the
Colorado School of Mines, in Golden, CO.
Experience:
Alhomouz possesses extensive experience in
the oil and gas sector covering the US, North
Africa, and the GCC. He began his career with
Schlumberger Oilfield Service as a wireline engineer
in Midland, Texas. He later transitioned to Cromwell
Energy in Denver, Colorado, taking on the role
of international business development manager.
Serving as the COO and financial director at Prism
Seismic, a consulting and oil and gas software
development firm in Colorado, he played a key role
in its growth and eventual acquisition by Sigma
Cubed. Following the acquisition, he assumed
the position of director of business development,
Middle East. Alhomouz further expanded his
career by becoming the general manager of Jaidah
Energy in Qatar, a company jointly owned by Oman
and Qatar, specialising in servicing the oil and gas
sector in Qatar. Alhomouz is currently the CEO of
Petromal Sole Proprietorship LLC.
Alhomouz is not independent of the main
shareholder.
Board meetings attendance
11
Shares owned at year-end 2023
0
Appointed since
1 October 2021
JOSEPH ISKANDER
Non-executive director
Qualifications:
Iskander holds a degree in Accounting and Finance
with high distinction from Helwan University, Egypt.
Experience:
Iskander brings over 25 years of experience in
the financial services industry, covering asset
management, private equity, portfolio management,
financial restructuring, research, banking, and audit.
He began his career at Deloitte & Touche (Egypt) as
an auditor. Iskander served as non-executive director
on the boards of EFG Hermes in Egypt, Oasis Capital
Bank in Bahrain, Sun Hung Kai & Co in Hong Kong,
Qalaa Holdings in Egypt, Emirates Retakaful in UAE,
Marfin Laiki Bank in Cyprus and Marfin Investment
Group in Greece. Iskander led the research team
at Egypt’s Prime Investments and previously
served as an investment advisor at Commercial
International Bank (CIB). In 2004, he transitioned
to Dubai Group, where he assumed the role of
investment manager. During his tenure, Iskander
actively participated in numerous M&A transactions,
advisory services, asset management, and private
equity deals, collectively exceeding a value of USD 8
billion. Until 2009, he held the position of managing
director of asset management at Dubai Group and
was the former head of research at Dubai Capital
Group. Joining Emirates International Investment
Company in July 2017, Iskander took on the role of
Head of Investments, overseeing and managing EIIC's
investment activities. Additionally, he serves as the
Chief Executive Officer of Entrust Capital Limited,
an EIIC subsidiary. EIIC operates as a subsidiary of
National Holding in Abu Dhabi.
Iskander is not independent of the main shareholder.
Board meetings attendance
13
Shares owned at year-end 2023
0
Appointed since
8 October 2021
Board of directors
PETRONOR E&P ASA
ANNUAL REPORT 2023
36
Board of directors’ report
Board of directors
INGVIL SMINES TYBRING-GJEDDE
Non-executive director
Qualifications:
Smines Tybring-Gjedde graduated from BI
Norwegian Business School with a master’s degree
in Management Programmes, with a strong focus
on interaction, leadership, and strategy.
Experience:
Tybring-Gjedde is an experienced former
Norwegian minister of national public security with
overall responsibility for public safety, emergency
planning, and cybersecurity. Before her position
as minister of Svalbard and the Norwegian polar
regions, she served as deputy minister in the
Ministry of Petroleum and Energy for four years.
In this capacity, her responsibilities included
overseeing exploration policy, development,
operations, exploration activity, the Ministry's
engagements with other petroleum-producing
countries and international forums. Additionally,
she played a key role in the government's national
climate policy, global environmental issues, and the
government's full-scale project on carbon capture
(CC). Tybring-Gjedde has a demonstrated history
of working in the O&G, energy, and renewable
industries in private and state-owned companies in
various leading positions for more than 20 years.
Tybring-Gjedde is an independent director.
Board meetings attendance
12
Shares owned at year-end 2023
0
Appointed since
1 October 2021
GRO KIELLAND
Non-executive director
Qualifications:
Kielland holds a master’s degree in Mechanical
Engineering from the Norwegian University of
Science and Technology (NTNU).
Experience:
Kielland has over 40 years of experience having
held several leading positions in the oil and gas
industry both in Norway and abroad, among others
as CEO of BP Norway. Her professional experience
includes work related to both operations and field
development, as well as HSE. She has been holding
non-executive roles for the last 15 years, mainly
within the energy industry, working with different
ownership structures, including listed companies,
privately owned, PE owned, and start-up
companies.
Kielland is an independent director.
Board meetings attendance
14
Shares owned at year-end 2023
0
Appointed since
1 October 2021
PETRONOR E&P ASA
ANNUAL REPORT 2023
37
Board of directors
AZZA FAWZI
Non-executive director
Qualifications:
Fawzi holds a B.S.B.A. in Finance from American
University Kogod School of Business.
Experience:
Fawzi, a former Shell finance executive, held
responsibilities encompassing the US, Qatar, Brazil,
Nigeria, Egypt, Oman, UAE, Malaysia, Mexico, and
India. Her contributions played a key role in the
successful business turnaround of Deep Water in
the US Gulf of Mexico. As a senior finance leader,
Fawzi works not only on establishing a robust
control framework but also on providing strategic
direction and maximising value for shareholders.
With extensive international experience in oil and
gas finance, she brings a wealth of knowledge
to the table, including global board, audit, and
executive leadership expertise.
Fawzi is an independent director.
Board meetings attendance
13
Shares owned at year-end 2023
0
Appointed since
26 January 2023
JARLE NORMAN-HANSEN
Non-executive director
Qualifications:
Norman-Hansen holds a bachelor’s degree in
Economics from BI Norwegian Business School and an
ICFA from The Norwegian School of Economics.
Experience:
Norman-Hansen has more than 30 years of
experience from the Nordic property and capital
markets overseeing acquisitions and asset
management of multi-billion investments. Additionally,
he has served as an advisor to many of Scandinavia’s
largest real estate capital markets transactions.
Norman-Hansen is independent of the executive
management , material business contacts and main
shareholders (main shareholders being shareholders
holding more than 10 per cent of the shares in the
company).
Board meetings attendance
13
Shares owned at year-end 2023
8 973 389
Appointed since
26 January 2023
Board of directors
PETRONOR E&P ASA
ANNUAL REPORT 2023
38
Board of directors
PETRONOR E&P ASA
ANNUAL REPORT 2023
39
Board of directors
JENS PACE
Interim chief executive officer
Qualifications:
Pace holds a bachelor’s degree
in Geology and Oceanography
from the University of Wales
and an MSc in Geophysics from
Imperial College, London, UK.
Experience:
Pace has over 40 years of
industry experience, initially
garnered with major companies
such as BP and Amoco. Since
2012, he has been associated
with African Petroleum
Corporation and PetroNor. With
a background in geoscience,
Pace has held senior leadership
positions in E&P for the past 20
years, operating across a variety
of international jurisdictions.
Serving as the CEO of African
Petroleum, he continued as
director after the merger with
PetroNor. On 9 February 2022
he stepped down from the
board and was appointed as
interim CEO.
CLAUS FRIMANN-DAHL
Chief technical officer
Qualifications:
Frimann-Dahl holds a
bachelor’s degree in Petroleum
Engineering from Texas A&M
University and an MSc from the
University of Trondheim (NTH).
Experience:
Frimann-Dahl has 30 years of
experience in the oil and gas
industry, where he has held
both managerial and technical
positions. His experience
includes operational roles with
Phillips Petroleum, Norsk Hydro,
and Hess spanning the North
Sea in Norway and Denmark,
Russia, Egypt and the US.
Additionally, he played a pivotal
role as the co-founder of Ener
Petroleum, a company that was
subsequently acquired by Dana
Petroleum and KNOC.
MICHAEL BARRETT
Exploration and geoscience
manager
Qualifications:
Barrett has a bachelor’s degree
in Geology & Geophysics from
Durham University and an
MSc in Petroleum Geology
& Geophysics from Imperial
College, Royal School of Mines
in London.
Experience:
Barrett has over 30 years global
exploration experience from his
career at Chevron Corporation,
and more recently at Addax/
Sinopec International African
Petroleum and PetroNor.
Barrett has held a variety of
technical and managerial roles
covering exploration and new
ventures, and was part of
Chevron’s global Exploration
Review Team, specialising
in play and prospect risk
assessment, and volumetric
assessment. He has extensive
experience in portfolio
management and commercial
evaluation of oil and gas
opportunities.
Executive management
PETRONOR E&P ASA
ANNUAL REPORT 2023
40
Board and management
EMAD SULTAN
Strategy and contracts manager
Qualifications:
Sultan holds a bachelor’s degree in
Mechanical Engineering from the
University of Washington.
Experience:
Sultan has 20 years of international
exploration and production
experience. Throughout his career,
he has held multiple operation and
marketing management positions
within international oil field
services companies. Additionally,
he has worked in a number of
technical, contracting and strategy
management roles with major oil
and gas operators.
CHRISTOPHER BUTLER
Group financial controller
Qualifications:
Butler is a Fellow of the Institute
of Chartered Accountants in
England and Wales and holds
a bachelor’s degree in Physics
from Warwick University.
Experience:
Butler brings more than 18
years of financial and corporate
experience, acquired through
roles in public practice, as
well as in the oil & gas and
mining sectors across
Africa, Asia, and Europe.
His diverse responsibilities
have encompassed financial
reporting, contract negotiations,
M&A, due diligence, treasury
management and system
implementations.
PETRONOR E&P ASA
ANNUAL REPORT 2023
41
Executive management
PETRONOR E&P ASA
ANNUAL REPORT 2023
42
Board of directors’ report
Board of directors’ report
PetroNor E&P has reached several operational and strategic milestones during 2023.
The total 2023 net entitlement volumes sold was 1 543 910 bbls for USD 121 million in
cash. This represents a historically high volume and revenue for PetroNor which is now
benefitting from the significant capital investment in the infill drilling campaign at the
PNGF Sud field over the past two years.
The redevelopment plans for the Aje field continues
and with the “New Age” transaction, PetroNor
strengthens the company’s position in the Aje
licence and opens up exciting possibilities for
future growth in the energy transition and strategic
flexibility. The farm-out transaction of 100 per
cent of the company’s licences in Guinea-Bissau
shows the company’s ability to create value for all
shareholders by strengthening the balance sheet
and bringing the company closer to its target of
paying dividends. With the events during the year,
PetroNor is well structured to fulfil its ambitious
growth strategy from both its existing portfolio and
new opportunities.
The board of directors' report is presented for
PetroNor E&P ASA (“PetroNor” or “the company”)
and its subsidiaries for the year ended 31 December
2023.
DIRECTORS
The names of directors of the ultimate parent entity
of the group in office during the financial year and
until the date of this report are as follows. Directors
were in office for this entire period unless otherwise
stated.
PetroNor E&P ASA
Role
First appointed
Resigned
E Alhomouz
Non-exec chair
1 October 2021
-
J Iskander
Non-exec director
8 October 2021
-
I Smines Tybring-Gjedde
Non-exec director
1 October 2021
-
G Kielland
Non-exec director
1 October 2021
-
J Norman-Hansen
Non-exec director
26 January 2023
-
A Fawzi
Non-exec director
26 January 2023
-
OVERVIEW OF THE BUSINESS
The board of directors’ report for the PetroNor
group (“the group”) comprises PetroNor E&P ASA
(“the parent company“) and all subsidiaries and
associated companies.
PetroNor E&P ASA is a Norwegian publicly listed
liability company with its head office in Oslo, Norway.
The company is an independent oil and gas
exploration and production company with a
portfolio of assets in countries offshore West Africa
(Republic of Congo, Nigeria and The Gambia).
As at 31 of December 2023, the company held,
through its Congo subsidiary, 2P oil reserves of
16.1 MMbbls and an average net production in
2023 of 5 162 bopd. In addition, PetroNor holds an
exploration licence in The Gambia with net unrisked
prospective resources of approximately 1.1 billion
barrels of oil (management estimate for two main
prospects each with multiple stacked targets).
The total 2023 net entitlement volumes sold
was 1 543 910 bbls for USD 121 million in cash,
equivalent to an average price of USD 78.30 per
barrel. This represents a historically high volume
and revenue for PetroNor, almost double the
quantity lifted and sold in 2022 by comparison,
800 177 bbls. The company is now benefitting from
the significant capital investment in the infill drilling
campaign over the past two years.
The asset portfolio as described in the portfolio
section is supported by staff in Norway, multiple
locations in Africa, the UK, and the UAE. The
management team at PetroNor has in-depth
industry experience from the oil and gas upstream
PETRONOR E&P ASA
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Board of directors’ report
industry. Together they have built a broad network
of industry contacts, and developed strong
relationships with governments, institutions and
trusted partners fostered over many years of
valued collaboration.
Strategic Platform
PetroNor is a full cycle, Africa oriented E&P
company focused on growing production and
reserves by leveraging existing assets to capitalise
on new venture opportunities combined with
targeted high impact exploration.
With strategic and long-term shareholders from
Norway and Abu Dhabi, PetroNor will look to
leverage its industry experience and government
relations in these jurisdictions.
Business Model
PetroNor will aim to steadily build and increase
its reserve base while using free cash flow to
pursue defined exploration targets in selected
and highly prospective basins, with a view to
delivering significant value to its shareholders from
high impact wells whilst being a good corporate
citizen and promoting excellence in operations and
innovation.
The synergies between PetroNor’s business
model and the latest technologies developed in
the offshore of the Norwegian Continental Shelf
allow for the maximum commercial outcome
with the least environmental impact. The transfer
of technology and excellence to the company’s
partners or host countries ensures long-term
collaborations and development.
PetroNor looks at creating value through the
application of cutting edge and smart technology
but always aims to strike the right balance between
innovations and proven technology. PetroNor E&P
gives special interest to IOR (improved oil recovery)
for improved and efficient operations.
The company’s area of focus is on Sub-Saharan
Africa and, more specifically, proven and producing
PETRONOR E&P ASA
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Board of directors’ report
assets in the region with development and IOR
potential.
We leverage on our background and experience
from the oil and gas industry in Norway, the country
with the highest oil recovery rate in the world, in our
operations. The PetroNor team has a proven track
record from both IOR in the North Sea, as well as
from direct, day-to-day, on the ground operations
in Africa. The company’s flat structure and assumed
strict focus on execution and delivery enable it to
move rapidly to take advantage of opportunities.
With many years of experience working in the
international oil and gas business, the management
and technical staff are able to apply and utilise
cutting edge industry innovations and technologies
to PetroNor's projects globally in order to maximise
their potential value. With access to the Norwegian
equity market with sophisticated investors in the
energy sector coupled with a strong cornerstone
investor from Abu Dhabi, the company is well
positioned to access capital both for smaller and
larger transaction opportunities.
IMPORTANT EVENTS
Record oil sales of 1.5 MMbbls at average
realised price of USD 78.30/bbl, compared
with net entitlement volumes of 0.8 MMbbls
at average realised price of USD 90.99/bbl in
2022
Average net allocated production of 5 162
bopd in 2023, up from 4 021 bopd in 2022
Five new wells in the Tchibeli field added in
2023, as part of the 17-well drilling campaign
in the PNGF Sud complex commenced in 2021
One infill well in Tchibeli NE pre-salt Vanji has
been added to the drilling programme (for
a total of 18) and drilling started 7 February
2024
The 100 per cent farm-out of Guinea-Bissau
acreage completed, generating a cash inflow
payment of USD 22.9 million
Senegal licence dispute arbitration has
concluded with claims by both parties rejected
by ICSID tribunal
22.7 per cent net interest in the PNGF Bis
licence in the Republic of Congo awarded
before the year-end
Strenghtened position in Nigeria’s Aje field gas
redevelopment following a binding agreement
with New Age to acquire their 32 per cent
project economic and voting interest
PRINCIPAL ACTIVITY
The company’s principal activity during the year
was oil and gas exploration and production.
REVIEW OF OPERATIONS
Asset overview
Republic of Congo – PNGF Sud
The company has three production licence
agreements (Tchbouela II, Tchendo II, and Tchibeli-
Litanzi II), which cover six oil fields located in
80-100 m water depths approximately 25 km off
the coast of Pointe-Noire. The complex oil field was
discovered in 1979, commenced production in 1987,
and is called PNGF Sud.
Since granting of the licences in January 2017,
Perenco, with partner support has been committed
to strict HSE compliance while growing production,
improving maintenance routines and field integrity
in a stepwise and prudent manner. This led to
an increase in gross production from c. 15 000
bopd gross in January 2017 to an average gross
production in 2023 of 30 672 bopd.
The 17-well drilling campaign targeting PNGF
Sud that commenced in 2021 led to six new wells
in 2022 adding to the production. The drilling
programme continued in 2023 with five new wells.
The wells in 2023 were drilled on budget according
to plan without lost time incidents (LTI).
The Tchendo 2 platform arrived in Congo in
December 2023 having been upgraded in the
Netherlands and it was commissioned in the field
during Q1 2024. The platform includes a total
of 14 new wells slots which will enable further
development of the Tchendo field with six new wells
planned in Q1 2025. The infill drilling programme
has been upgraded to include an additional well. Of
the 18 wells planned, 11 have been drilled to date
and have lifted the daily production capacity in
PNGF Sud from about 20 000 bopd to current rates
of approximately 33 000 bopd.
The Tchendo 2 platform further includes three gas
turbines with an installed capacity of 27MW that
will allow energy independence and reduce gas
emissions for the PNGF Sud licence with additional
capacity for power export and excess gas utilisation
for surrounding licences.
The PNGF Sud fields are developed with ten wellhead
platforms and currently produce from 70 active
production wells, with oil exported via the onshore
Djeno terminal. With its long production history,
substantial well count and extensive infrastructure,
PNGF Sud offers well diversified and low risk
production and reserves with low break-even cost.
The use of refurbished and recommissioned steel
structures and other equipment is part of a wider
sustainability programme focusing on increasing the
production capacity and improving the integrity of
the offshore installations.
PETRONOR E&P ASA
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Board of directors’ report
In March 2024, AGR Petroleum prepared a
competent person’s report (“CPR”) whereby the
reserves were calculated as at 31 December 2023.
Using the CPR and adjusting for 2023 production as
at 31 December 2023:
Participation Interest
16.83%
1P reserves (MMbbls)
11.0
2P reserves (MMbbls)
16.1
PetroNor’s contingent resource base includes
discoveries of varying degrees of maturity
towards development decisions. At the end of
the year, PNGF Sud contained a net 2C volume of
approximately 7.1 MMbbls.
Gross production during 2023 was 11.2 MMbbls,
corresponding to 1.9 MMbbls net to the company.
The current indirect participation interest is 16.83
per cent given an 84.15 per cent ownership in the
subsidiary Hemla E&P Congo which holds a 20 per
cent interest in the PNGF Sud licence.
Republic of Congo – PNGF Bis
PNGF Bis is located next to PNGF Sud and contains
two discoveries from 1985-1991 in the structures
of Loussima SW and Loussima. The company and
its PNGF Sud partners have a right to negotiate the
licence agreement.
The three discovery wells tested from 1 150 to
4 700 bopd of light, good quality oil. Perenco has
made a detailed reinterpretation, 3D modelling
and facilities study for the Loussima SW discovery,
yielding some 100 MMbbl of in-place resources and
a possible tie-back to Tchibouela.
In December 2023, the Council of Ministers in the
Republic of Congo approved the award of the PNGF
Bis licence to a contractor group led by Perenco
as operator with PetroNor as a partner with a
net interest of 22.7 per cent via an 84.15 per cent
ownership in the subsidiary Hemla E&P Congo
which holds 27 per cent interest in the licence.
This approval will clear the path for the signing
of a production sharing agreement in early 2024.
PNGF Bis contains Net 2C resources of 2.1 mmboe
according to PetroNor’s 2024 Competent Person’s
Report.
Nigeria – OML-113 / The Aje Field
The Aje oil and gas field was discovered in 1996
with the Aje-1 well. After several appraisal wells,
the field started production in May 2016 via the
Front Puffin FPSO. Before suspending production
in 2021, Aje was producing from two wells, the
Aje-4 with oil production and Aje-5ST2 with oil
and gas production. In addition to the oil, there
is a significant gas-condensate column ready for
further development. The oil production stopped
in November 2021 due to the terminated contract
with the FPSO. The Aje field is estimated to contain
recoverable resources of 480 BCF of gas, 54
MMbbls oil, condensate and LPG.
In October 2023 PetroNor announced an
agreement with New Age (African Global Energy)
Limited (“New Age”) to acquire New Age’s interests
in OML 113. PetroNor will pay New Age USD 6
million cash plus a deferred future gas production
payment up to a maximum of USD 20 million
to acquire New Age’s entities holding a project
economic and voting interest in the OML 113 JOA of
approximately 32 per cent. Subject to completion,
the agreement will not only increase PetroNor’s
economic stake but also reinforce the company’s
active involvement and influence in the licence
partnership enabling PetroNor to plan for the
redevelopment of the Aje field. Completion of the
transaction is subject to customary conditions,
including regulatory approvals in Nigeria.
PetroNor’s existing position in OML 113 was
achieved through the acquisition of Panoro Energy
ASA’s Nigeria interests in a transaction which
completed in 2022. PetroNor is working with the
OML 113 operator, Yinka Folawiyo Petroleum
(“YFP”), to create a jointly owned company, Aje
Production AS, which will hold a project economic
and JOA voting interest of 39 per cent.
Upon completion of both of these transactions,
PetroNor and YFP related entities will have a
project economic and JOA voting interest of 71 per
cent. The acquisition of New Age’s Aje interests will
increase PetroNor’s net 2C contingent resources in
Aje from 27.1 mmboe to 70.1 mmboe.
PetroNor continues work to update the field
development plan (“FDP”) to expedite gas
development and engaged with potential off-
takers and partners. Development plans for the Aje
gas condensate and additional oil is progressing.
The plan is to proceed toward an FID involving
changeout of the FPSO, drilling further gas and oil
development wells, building a 30 km pipeline to
shore to a receiving LPG plant close to the export
compressor station of the West African Gas Pipeline
(WAGP).
Condensate and oil will be produced and offloaded
offshore while offtake agreements will include
gas sales and swap arrangement for gas and LPG
products.
PETRONOR E&P ASA
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Board of directors’ report
Exploration the Mauritania-Senegal-Gambia-
Bissau-Conakry Basin (MSGBC Basin)
The Gambia – A4
The A4 licence is located offshore within the
Mauritania-Senegal-Gambia-Bissau-Conakry Basin.
The block contains multiple low risk commercial
size prospects. Hydrocarbons are proven
throughout the basin, the most local and notable is
the 460 MMbbls Sangomar field, 30 km to the North
in Senegal due to produce first oil in 2024, operated
by Woodside Petroleum.
PetroNor and Gambia National Petroleum
Corporation (“GNPC”) have a Joint Operating
Agreement (“JOA”) for the A4 Licence. GNPC, as
Government licencee, has a 10 per cent participating
interest in the licence.
The first exploration period is for three years, the
first 18 months of which are for additional prospect
technical maturation work. The well commitment is
made upon entry to the second 18-month period.
PetroNor E&P Gambia Ltd will be able to carry
approved prior sunk costs associated with A4 into
the new agreement.
The PEPLA is a royalty plus tax system valid for 30
years with an option of a 10-year extension. Post
discovery, the licence moves into an exploration/
appraisal phase where the commercial potential
of the discovery is ascertained and a development
decision taken, followed by a development and
subsequent production phase.
PetroNor continues to seek partners to drill one
exploration well in this highly attractive acreage
and aims to participate in any future well at an
equity level of 30-50 per cent.
Senegal – ROP & SOSP
In July 2018, the company’s subsidiary African
Petroleum Senegal Limited (APSL) registered
arbitration proceedings with the International
Centre for Settlement of Investment Disputes
(ICSID) (case ARB/18/24) to protect its interests
in the Senegal Offshore Sud Profond (SOSP)
and Rufisque Offshore Profond (ROP) blocks. In
November 2023 results from the arbitration were
announced. The ruling rejects claims by APSL and
counter claims by the Republic of Senegal. As a
result of the ruling, the company no longer has any
activity in Senegal.
Guinea-Bissau – Sinapa 2 and Esperança 4A & 5A
In June 2023 PetroNor announced a farm-out
transaction of 100 per cent of its participating
interest in its two exploration licences offshore
Guinea-Bissau to an SPV owned by Apus Energy
DMCC. In October 2023, the Government of
Guinea-Bissau approved the transfer of the Sinapa
(Block 2) and Esperança (Blocks 4A and 5A) licence
interests. PetroNor received cash of USD 23 million
as contribution towards past licence costs at
completion of the transaction in December 2023.
It is anticipated that an exploration well to test the
Atum-1 prospect will be drilled during the second
quarter of 2024. In the case of a successful well,
PetroNor stands to receive two contingent earn-out
payments of USD 30 million each, contingent upon
government approval of a field development plan
and sustained production.
This transaction shows the company’s ability to
create value for all shareholders by strengthening
the balance sheet and bringing the company closer
to its target of paying dividends.
REVIEW OF OPERATIONS
Corporate
In January 2023, following an extraordinary general
meeting, two additional directors were appointed
to the board so that the board now consists of
six directors, four of which are considered to be
independent.
Økokrim charges
In December 2021, the National Authority for
Investigation and Prosecution of Economic and
Environmental Crime (Nw.: Økokrim) in Norway
brought charges against individuals related
to the company. Økokrim announced that the
investigations were related to the individuals in
question on suspicion of corruption concerning
undisclosed projects in Africa, in addition to
confirming that no charges had been brought
against the group or other companies. The
company takes anti-corruption and the matter at
hand seriously and adopted a series of remediation
steps.
The individuals charged by Økokrim in December
2021 were removed from business operations and
Jens Pace was appointed interim CEO of PetroNor.
The board engaged independent legal counsel
to support its governance and compliance steps,
initiating an independent fact-finding process, to
identify any misconduct, to analyse the causes of
the underlying conduct, and setting up a separate
board sub-committee to support the board
with the matter at hand. These measures are
designed to assure the further implementation
of an effective anti-corruption and compliance
programme, founded on its existing code of
conduct, governing documents and related policies.
The board will instigate any other remedial action
PETRONOR E&P ASA
ANNUAL REPORT 2023
47
Board of directors’ report
deemed relevant to the situation. The measures
taken by the company are led by the board sub-
committee which does not comprise any persons
subject to the charges or any investigations.
Completion of OML 113 acquisition
During January 2022, PetroNor received regulatory
consent to the acquisition of Panoro Energy
ASA’s (“Panoro”) interest in the OML 113 licence.
PetroNor completed the acquisition of wholly
owned subsidiaries Pan-Petroleum Nigeria Holding
BV (renamed “Aje Nigeria Holding BV” ) and Pan-
Petroleum Services Holdings BV (renamed “Aje
Services Holding BV”) that together hold 100
Floating
production
storage and
offloading FPSO
vessel.
PETRONOR E&P ASA
ANNUAL REPORT 2023
48
Board of directors’ report
per cent of the shares in Pan-Petroleum Aje Ltd
(renamed “Aje Production Ltd“) in July 2022. This
resulted in a 6.502 per cent participating interest,
with a 16.255 per cent cost bearing interest,
representing an economic interest of between
12.1913 per cent and 16.255 per cent in OML 113.
The venture participates in the exploration for and
production of hydrocarbons in Nigeria of the Aje oil
and gas field.
A new joint venture with YFP Deep Water Co
(“YFP-DW”) is progressing under Aje Production AS
where both parties will inject their interests in the
OML 113 licence to facilitate further development
plans of the Aje oil and gas field. PetroNor will hold
52 per cent in Aje Production AS which will result
in a 15.5 per cent participating interest and an
economic interest of 38.755 per cent in OML 113
during the majority of the project period. During
Q4 2023, the group disposed of its interest in the
Aje entities. The transaction was completed at 29
December 2023 with the consideration of USD
10 million expected to be paid via the allotment
and issue of new shares in Aje Production AS. The
disposal forms part of the YFP DW joint venture
transaction where an investment in associate will
be recognised once consideration is paid.
At 2 October 2023, PetroNor entered into a binding
agreement with New Age (African Global Energy)
Limited to acquire New Age’s interests in OML
113 in Nigeria which contains the Aje field. This
acquisition strengthens the company’s position by
adding 32 per cent economic and voting interest
in OML 113 which will reinforce the company’s
active involvement and influence in the licence
partnership to plan for the redevelopment of
the Aje field. Following completion of these
transactions, PetroNor and YFP related entities will
have a project economic and JOA voting interest of
approximately 71 per cent.
PetroNor together with the joint venture
partnership (“JVP”) received competitive bids for
the planned Aje gas production and continued to
engage with multiple potential offtakers.
FINANCIAL REVIEW
The board of directors (“the board”) confirms
that the annual financial statements have
been prepared pursuant to the going concern
assumption, and that this assumption was realistic
at the balance sheet date. The going concern
assumption is based upon the financial position
of the group and the development plans currently
in place. The group recognises that in order to
fund on-going operations and pursue organic
and inorganic growth opportunities it will require
additional funding. This funding may be sourced
through joint venture equity or share issues or
through debt finance.
The going concern basis assumes the continuity
of normal business activity and the realisation of
assets and the settlement of liabilities in the normal
course of business. The underlying business of
the group created a net profit after tax of USD
79.1 million for the year ended 31 December 2023,
with strong production from the Congo assets
generating 5 025 bopd in first quarter of 2024. As at
31 December 2023, the group had a cash balance of
USD 46.2 million (2022: USD 24.8 million).
The company is listed on the Oslo Børs main
exchange and successfully refinanced its debt
in 2022. It achieved high production levels
after a successful in-fill drilling campaign and is
continuously seeking potential partners for its
exploration portfolio. These factors have enabled
the directors of PetroNor (“the directors”) to form
the opinion that the company will be in a position
to continue to meet its liabilities and obligations for
a period of at least twelve months from the date of
signing this report.
This financial report does not include any
adjustments relating to the recoverability and
classification of recorded asset amounts or to the
amounts and classification of liabilities that might
be necessary should the group not continue as a
going concern.
The following financial review is based on the
financial statements of PetroNor E&P ASA and its
subsidiaries. The statements have been prepared
in accordance with IFRS
®
Accounting Standards as
adopted by the EU as well as Norwegian accounting
legislation.
In the view of the board, the statement of
comprehensive income, statement of changes
in equity, statement of financial position and
cashflow provide satisfactory information about
the operations, financial results and position of the
group and the parent company at 31 December
2023.
The consolidated financial statements are
presented in US dollars.
PETRONOR E&P ASA
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Board of directors’ report
Consolidated statement of comprehensive income
Key consolidated income statement figures
For the year ended 31 December
Amounts in USD million
2023
2022
Revenue from sales of petroleum products
120.9
72.8
Assignment of tax oil
39.9
47.6
Assignment of royalties
26.5
25.7
Revenue
187.3
146.1
EBITDA
121.8
94.2
Net profit/(loss)
79.1
34.4
Quantity of oil lifted (barrels)
1 543 910
800 177
Average selling price (USD per barrel)
78.30
90.99
Quantity of net oil produced after royalty, cost oil and tax oil (barrels)
1 396 118
900 495
The directors are pleased to report that favourable
market conditions and the on-going corporate
focus on cost control have resulted in EBITDA of
USD 121.8 million for the year.
The group generated a net profit for the year of
USD 79.1 million (2022: USD 34.4 million). These
figures are due to an improving global market price
for oil and to a steady production from PNGF Sud
throughout the year as a result of the workover
programme. In fact, since the group first entered
the licences in 2017, it has seen more than a 100 per
cent increase in the gross field production.
During 2023, the total net entitlement volumes
sold amounted to 1 543 910 bbls for USD 121
million in cash, equivalent to an average price of
USD 78.30 per barrel. This represents a historically
high volume and revenue for PetroNor, 93 per
cent above the quantity lifted and sold in 2022
(800 177 bbls). The group reports USD 187.3 million
in revenue, a 28 per cent increase from 2022 (2022:
USD 146.1 million). The company is now benefiting
from the significant capital investment in the infill
drilling campaign over the past two years.
Exploration expenses for The Gambia licence for
the year were USD 0.2 million with Senegalese costs
being USD 0.5 million. Under PetroNor’s accounting
policy, seismic data costs and time writing are
expensed and not capitalised to intangible assets.
A net gain of USD 18.1 million was realised on the
Guinea-Bissau farm-out.
The administrative expenses in 2023 were USD 11.4
million (2022: USD 14.4 million). The USD 3 million
reduction reflects movement in professional fees
and CSR costs. During 2023, the professional fees
decreased by USD 1.1 million where the costs in
2022 predominantly related to the redomicile of
the parent entity. CSR accruals reduced by USD 1.2
million reflecting the fact that provisions in prior
years have built up and the company experienced
a lag in the commencement of new projects. Other
costs were reduced by USD 0.6 million.
Financial position, financing and equity
The group continues to build the strength of
the balance sheet with condensed statement of
financial position below.
Condensed consolidated balance sheet
At 31 December
Amounts in USD million
2023
2022
Current assets
95.2
44.8
Non-current assets
144.3
139.7
Total assets
239.5
184.5
Current liabilities
25.5
26.4
Non-current liabilities
27.2
48.1
Total liabilities
52.7
74.6
Net assets
186.8
109.9
Capital and reserves attributable to owners of the parent
166.4
97.6
Non-controlling interests
20.4
12.3
Total equity
186.8
109.9
PETRONOR E&P ASA
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50
Board of directors’ report
At 29 December 2023, PetroNor transferred its
interests in OML 113 to the joint venture via the
disposal of its shares in the entities holding the
interest in the licence. Upon completion, PetroNor’s
ownership will be 52 per cent in Aje Production AS
which will hold a 15.5 per cent participating interest
and an economic interest in the order of 38.755
per cent in OML 113. The loss of control of the Aje
subsidiaries predominantly impacted the balance
sheet as at 31 December 2023. The key movements
included a decrease in intangible assets of USD
34.3 million, a decrease of USD 8.7 million relating
to cash calls owed to the venture and reduction of
deferred tax liabilities of USD 9.0 million. Before
year end, PetroNor transferred 100 per cent of
the shares in these entities to Aje Production AS,
representing PetroNor’s contribution to the joint
venture. As these events have taken place around
year end, timing meant that the consideration
shares had not yet been issued. As a result, a USD
11.0 million “other receivable” has been recognised
which will subsequently be reclassified and an
investment in associates will be recognised at fair
value upon completion. Refer to Note 22a of the
financial statements
for additional information.
The PNGF Sud drilling programme which has
increased property plant and equipment assets
by USD 38.3 million in the period, is adding to
production capacity and driving the improvements
being seen in production outputs.
The conclusion of the Guinea-Bissau farm-out has
resulted in an increase of USD 22.9 million in cash
and a net gain of USD 18.1 million after tax. Refer to
Note 23 Discontinued Operations for more detail.
Certain inventories relating to the Guinea-Bissau
venture were retained and with a build-up of
materials for the PNGF drilling programme, material
inventories have increased by USD 3.5 million. There
was minimal oil stock at the end of 2023 as a lifting
had occurred just before year end on 15 December
2023, consequently crude oil inventories have
decreased by USD 4.1 million in 2023.
The group has advanced USD 30.1 million (2022:
USD 29.4 million) in cash to the operator towards
the asset retirement obligation of PNGF Sud, this is
considered a non-current “Other receivable”.
The level of trade receivables increased by USD
41.5 million at year end, this
due to the PNGF lifting
of USD 27.3 million on 15 December 2023 vs a nil
balance in 2022. Further, receivables included the
consideration shares pending issues for the 29
December 2023 transfer of 100 per cent of shares
in its Aje subsidiaries (in anticipation of completion
of the YFP-DW joint venture partnership). The
consideration receivable is presented as a non-
current receivable of USD 10 million. An additional
USD 1 million is included in this receivable which
represents licence costs to be recouped in the
new joint venture. Receivables also included a
balance of USD 3 million in relation to the New Age
transaction, upon completion this is expected to
form part of investments.
The removal of joint venture payables for the OML
113 asset of USD 2.7 million is offset by the addition
of an accrual for taxes arising on the Guinea-Bissau
transaction of USD 4.0 million.
Provisions, net of the unwinding of discount, were
USD 27.1 million versus USD 24.6 million in 2022.
Provisions relating to the loss of control of entities
holding the interest in the OML113 licence have
been unwound from the balance sheet. Refer to
Note 22a. for additional information. Refer to Note
18 for additional information on provisions and
Note 22a for details of the OML 113 transaction.
The increased production performance from the
PNGF Sud assets together with the successful
monetisation of exploration assets have
strengthened PetroNor’s balance sheet with an
increase of USD 76.8 million in net assets as at 31
December 2023.
Funding
At the year-end 2022, PetroNor had just closed
on a debt refinancing facility of USD 11 million,
repayable over 24 months. The funding was put in
place at an interest rate of 11 per cent per annum
and on similar terms to the previous facility.
Half of
the facility has now been repaid.
Cash Flow
Cash generated from operations were USD 49.6
million. The on-going investment in PNGF Sud
assets consumed USD 38.3 million in cash in the
period and the benefits in increased production
were already being yielded in record production
levels by the end of the year. Repayment of loans
and borrowings were USD 5.5 million in the period.
The farm-down of the Guinea-Bissau operations
yielded a cash inflow of USD 22.9 million which
included the recovery of costs incurred for the
venture in the year of USD 1.6 million.
The group’s cash position at the end of the period is
USD 46.3 million (2022: USD 24.8 million).
Parent company results
At the presentation date of the financial statements,
the parent entity of the group was PetroNor E&P
ASA, a company domiciled in Norway.
PETRONOR E&P ASA
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Board of directors’ report
The company reported a loss for the period of USD
2.5 million. The company’s financial activities were
purely corporate and include professional fees and
fees for the services of the board of directors.
Dividends paid or recommended
During the year, no dividend was paid or
recommended at group level.
RISK FACTORS
Operational risk factors
The group participates in oil and gas projects in
countries in West Africa with emerging economies,
such as the Republic of Congo (Brazzaville), Nigeria
and The Gambia.
Oil and gas exploration, development and
production activities in such emerging markets
are subject to significant political and economic
uncertainties that may include, but are not limited
to, the risk of war, terrorism, expropriation,
nationalisation, renegotiation or nullification of
existing or future licences and contracts, changes in
crude oil or natural gas pricing policies, changes in
taxation and fiscal policies, imposition of currency
controls and imposition of international sanctions.
Travel bans, asset freezes or other sanctions may
be imposed and have historically been imposed on
countries in which the group operates.
The jurisdictions in which the group operates may
also have less developed legal systems than more
established economies which could result in risks
such as:
i.
effective legal redress in the courts of such
jurisdictions, whether in respect of a breach of
law or regulation, or in an ownership dispute,
being more difficult to obtain;
ii.
a higher degree of discretion on the part of
governmental authorities;
iii. the lack of judicial or administrative guidance on
interpreting applicable rules and regulations;
iv. inconsistencies or conflicts between and within
various laws, regulations, decrees, orders, and
resolutions;
or
v.
relative inexperience of the judiciary and courts
in such matters.
Brazzaville by
night.
PETRONOR E&P ASA
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Board of directors’ report
In certain jurisdictions, the commitment of
local business people, government officials and
agencies, and the judicial system to abide by legal
requirements and negotiated agreements may be
more uncertain, creating particular concerns with
respect to the company’s licences and agreements
for business. These may be susceptible to revision
or cancellation and legal redress may be uncertain
or delayed. There can be no assurance that joint
ventures, licences, licence applications or other
legal arrangements will not be adversely affected
by the actions of government authorities or others
and the effectiveness of and enforcement of such
arrangements in these jurisdictions cannot be
assured. The jurisdictions in which the group has
operations have a low score on the Transparency
International's Corruption Perception Index, which
implies that these countries are perceived as
jurisdictions where there is a higher risk of corruption.
The group may also target acquisitions in other
countries in Africa. The production sharing or other
licencing contracts in such jurisdictions may provide
for payments to the governments and/or national
oil companies (farm-in fees, signature bonuses,
taxes, training budgets, equipment budgets, carry
of certain expenditures, etc.). Furthermore, the
group has a number of consultants working for
it in the area. Although the group believes all its
consultancy agreements are entered into on clear
and transparent terms, there is a risk that agents
or other persons acting on behalf of the group may
engage in corrupt activities without the knowledge
of the group. Under applicable laws relating to
the group's assets, local participation is or may be
required in the oil and gas sector, but it may prove
difficult to always receive final confirmation as to
who the ultimate owners and affiliations of such
local partners are. Through the group's investigation,
it has not been possible to substantiate ultimate
ownership and affiliations of all, current local
partners in Congo and there can be no assurance
that there are no government affiliations within
the ultimate shareholders of the local partners in
Congo. Corrupt practices of third parties or anyone
working for the group or any of its affiliated parties,
or allegations of such practices, may have a material
adverse effect on the reputation, performance,
financial condition, cash flow, prospects and/or
results of the group.
While the Økokrim personal investigation into
individuals associated with the company continues
without resolution, business partners may be
required to perform enhanced KYC procedures on
PetroNor before they can engage with the group.
This may cause delays to new operations or even
stop possible relationships depending on the risk
profiles of individual businesses.
Business risk factors
The group's business, results of operations, value
of assets, reserves, cash flows, financial condition
and access to capital depend significantly upon,
and may be adversely affected by, the level of oil
and gas prices, which are highly volatile.
The group's revenues, cash flow, reserve
estimates, profitability and rate of growth depend
substantially on prevailing international and local
prices of oil and gas. Prices for oil and gas may
fluctuate substantially based on factors beyond
the group's control. Consequently, it is impossible
to accurately predict future oil and gas price
movements. Oil and gas prices are volatile and
have witnessed significant changes in recent years,
for many reasons, including, but not limited to,
changes in global and regional supply and demand,
geopolitical uncertainty, availability of equipment
and new technologies, weather conditions and
natural disasters, terrorism as well as global and
regional economic conditions. Sustained lower oil
and gas prices or price declines may inter alia lead
to a material decrease in the group's net production
revenues.
Currently, all of the group’s production comes from
fields in the PNGF Sud asset in Congo Brazzaville.
The group’s operations and cash flow will be
restricted to a very limited number of fields.
If mechanical or technical problems, storms,
shutdowns or other events or problems affect
the current or future production of the current
producing assets of the group, or new fields coming
into production, it may have direct and significant
impact on a substantial portion of the group’s
production and hence the group’s revenue, profits
and financial position as a whole.
Rising climate change concerns have led and
could lead to additional legal and/or regulatory
measures which could result in project delays or
cancellations, a decrease in demand for fossil fuels
and additional compliance obligations, each of
which could materially and adversely impact the
group's costs and/or revenues.
In general, the group's operations are subject to
risks which are typical for the offshore oil and gas
industry, all of which may have a material adverse
effect on the group's operations, cash flow and
financial position, relating (but not limited) to the
following:
extension of existing licences and permits,
including whether any extensions will be subject
to onerous conditions;
PETRONOR E&P ASA
ANNUAL REPORT 2023
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Board of directors’ report
delays, cost inflation, potential penalties,
and regulatory requirements with respect
to exploration, development projects and
production of hydrocarbons, which may lead
to hydrocarbon production being restricted,
delayed or terminated due to a number of
internal or external factors;
decommissioning obligations and activities
which will incur costs that may be in excess of
expectations and budgets;
third-party operators and partners and conflicts
within a licence group, such as the publicly
known disputes within the Aje group;
capacity constraints and cost inflation in the
service sector and lack of availability of required
services and equipment;
legal disputes and legal proceedings the group
may be involved in in order to defend or enforce
any of its rights or obligations under its licences,
agreements or otherwise, which may be costly
and time consuming;
legal charges against individuals who are related
to the company, i.e. the ongoing prosecution
against persons who are major shareholders of-
and related to the company, which may lead to
reputational damage and complications related
to the group's dealing with third parties and the
authorities and its raising of debt and equity
financing;
restricted or limited access to necessary
infrastructure or capacity booking for the
transportation of oil and gas;
restrictions with respect to offtake of oil and
gas, including currency exchange regulations
delaying or preventing timely settlement, off-
taker credit risks as well as hostilities or acts of
terrorism or war preventing offtake or impeding
offtake and further production of crude;
restrictions in the ability to sell or transfer
licence interests due to regulatory consent
requirements, provisions in its joint operating
agreements, including pre-emption rights, if any,
or applicable legislation;
extremely complex and stringent regulations
concerning health, safety, and environment
issues; and capsising, environmental pollution to
sea and air and other maritime disasters.
Financial risk factors
The overall risk management programme seeks
to minimise the potential adverse effects of
unpredictable fluctuations in financial markets on
financial performance, i.e., risks associated with
currency exposures and debt servicing. Financial
instruments such as derivatives, forward contracts
and currency swaps are continuously being
evaluated for the hedging of such risk exposures.
Due to the international nature of its operations,
the group is exposed to risk arising from currency
exposure, primarily with respect to the Norwegian
Kroner (NOK) and the Great British Pound (GBP).
The group's activities are and will continue to
be capital intensive. The group expects future
investments into existing and new hydrocarbon
assets to be served by cash flow from ongoing
operations. However, it is also expected that
the group will look to raise debt to part-fund
future growth. Such debt may not be timely
available, or only be available at terms which are
unattractive or makes investments less profitable
than first expected. Restrictions in raising, or the
unavailability of debt may prevent the group from
progressing as planned and may make the group
to forego or lose attractive opportunities which in
turn could have a negative impact on the group’s
financial position and future prospects.
SHARE CAPITAL
PetroNor E&P ASA is listed on the Oslo Stock
Exchange where it trades under the ticker symbol
PNOR.
The company has one class of shares in issue, and
in accordance with the Norwegian Public Limited
Companies Act, all shares in that class provide equal
rights in the company. Each of the shares carries one
vote. The shares are freely transferrable. The Articles
of Association do not provide for any restrictions
on the transfer of shares, or a right of first refusal
for the shares. Share transfers are not subject to
approval by the board of directors. The shares are
registered in book-entry form with the Norwegian
Central Securities Depository (VPS) and have
NO0012942525.
In June 2023, a 10:1 ratio reverse share split
was completed in order to ensure a good price
development in the company's shares and at the
same time comply with the continuing obligations
for listed companies in relation to minimum
share price. Following the reverse share split, the
company’s share capital consisted of 142 356 855
ordinary shares at 31 December 2023.
At 31 March 2024, the company had 7 309
shareholders and 142 356 855 shares. The table
below shows the 20 largest shareholders in the
company:
PETRONOR E&P ASA
ANNUAL REPORT 2023
54
Board of directors’ report
#
Shareholder
Number of shares
Per cent
1
Petromal LLC
1)
48 148 167
33,82%
2
Symero Limited
13 876 364
9,75%
3
Ambolt Invest AS
2)
8 758 329
6,15%
4
Sjøvollen AS
5 179 072
3,64%
5
Gulshagen III AS
4 500 000
3,16%
6
Gulshagen IV AS
4 500 000
3,16%
7
Hagan AS
3 980 513
2,80%
8
Nordnet Livsforsikring AS
2 706 489
1,90%
9
Energie AS
2 607 570
1,83%
10
Nordnet Bank AB
2 375 965
1,67%
11
NOR Energy AS
2 274 665
1,60%
12
Enga Invest AS
1 072 278
0,75%
13
Omar Al-Qattan
764 546
0,54%
14
Leena Al-Qattan
764 546
0,54%
15
Pust For Livet AS
749 761
0,53%
16
UBS Switzerland AG
724 881
0,51%
17
Danske Bank A/S
714 727
0,50%
18
Jon Sigurdsen
650 109
0,46%
19
Jon Arne Toft
567 170
0,40%
20
Helge Holdhus
450 000
0,32%
Subtotal
105 365 152
74,01%
Others
36 991 703
25,99%
Total
142 356 855
100,00%
1) Non-Executive Chairman, Mr. Alhomouz is the CEO of Petromal LLC. All of the shares held by Petromal LLC are recorded in the name
of nominee company, Clearstream Banking S.A. on behalf of Petromal LLC.
2) Ambolt Invest AS is a company controlled by board member Mr. Norman-Hansen.
Options
Unissued shares under option
At the date of the publishing of this report there
were no share options in the company.
No ordinary shares were issued on the exercise of
options in 2023 (2022: nil).
Interests in shares & options
At the date of this report:
Interim CEO Mr Pace holds 146 553 shares.
Board Chair Mr Alhomouz has no personal
interests in shares, but has influence over
48 148 167 shares as the CEO of significant
shareholder Petromal LLC.
Board member, Jarle Norman-Hansen holds
directly and through an indirect beneficial
interest 8 973 389
shares.
No other current directors hold shares or options.
Meetings of directors
The board of PetroNor E&P ASA held a total of 13
board meetings and 1 extraordinary meeting in
2023.
Indemnifying directors and officers
The group has taken out an insurance policy to
indemnify the directors and officers of the group
against liability when acting for the group.
ESG
PetroNor is required to report on its corporate
responsibility and selected related issues under
§3-3a and §3-3c of the Norwegian Accounting Act.
The detailed reporting on all relevant topics can be
found in the separate ESG report, which is included
in this annual report on
page 64
.
CORPORATE GOVERNANCE
Good corporate governance provides the foundation
for long-term value creation, to the benefit of
shareholders, employees and other stakeholders.
The board of PetroNor has established a set of
governance principles in order to ensure a clear
division of roles between the board, the executive
management and the shareholders. The principles
are based on the Norwegian Code of Practice for
Corporate Governance.
PetroNor E&P ASA is subject to annual corporate
governance reporting requirements under
section 3-3b of the Norwegian Accounting Act and
the Norwegian Code of Practice for Corporate
Governance, cf. section 7 on the continuing
obligations of stock exchange listed companies.
The Accounting Act may be found (in Norwegian) at
www.lovdata.no
. The Norwegian Code of Practice
for Corporate Governance, which was last revised
on 14 October 2021, may be found at
www.nues.no
.
PETRONOR E&P ASA
ANNUAL REPORT 2023
55
Board of directors’ report
The group’s Code of Conduct is available on the
company’s website. The annual statement on
corporate governance for 2023 has been approved
by the board and can be found on
page 30
in this
annual report.
RESEARCH AND DEVELOPMENT
The group made no investments in research and
development in 2023 or 2022.
PAYMENTS TO GOVERNMENTS
This country-by-country report has been developed
to comply with the legal requirements in the
Norwegian Security Trading Act ("Verdipapir-
handelloven") § 5-5a. The detailed regulation can
be found in the regulation "Forskrift om land-for-
land rapportering".
In 2023, the company was engaged in extracting
activities encompassed by the legislation above in
the following countries: Republic of Congo, Nigeria,
The Gambia, Guinea-Bissau and Senegal. This
report discloses relevant payments to governments
for extractive activities in the countries above,
in addition to some contextual information as
required by the regulation in the "Forskrift om land-
for-land rapportering".
Basis for preparation
The report includes direct payments to
governments from subsidiaries, joint operations,
and joint ventures. In some cases, however, certain
payments to governments may be made by an
operator on behalf of a partnership. This is often
the case for area fees. In such cases, the company
will report their paying interest share of the
payment made by the operator.
Definitions
Government
– In the context of this report, a
government means any national, regional, or local
authority of a country. It includes a department,
agency or undertaking controlled by that authority.
Project
– For this reporting, a project is defined as
an investment in a concession agreement.
Licence fees
– Typically levied on the right to use
a geographical area for exploration, development,
and production, and include rental fees, area
fees, entry fees, severance tax, concession fees
and other considerations for licences and/or
concessions. Administrative government fees that
are not specifically related to the extractive sector,
or to access extractive resources, are excluded.
Materiality
– As per the “Forskrift om land-for-land
rapportering”, payments made as a single payment,
or as a series of connected payments that equal or
exceed Norwegian Kroner (NOK) 800 000 during
the year are disclosed.
Reporting currency
– Payments to governments
are converted from the functional currency of each
legal entity into the presentation currency, United
States Dollars (USD). The payments for entities
whose functional currencies are other than USD are
converted into USD at the foreign exchange rate at
the average annual rate.
Payments to governments and contextual
information
The consolidated overview below discloses the sum
of the company's payments to governments in each
individual country where extractive activities are
performed, per country/project.
Payments per project
In USD thousand
Royalties
Oil tax
Other amounts
Total
PNGF Sud
26 584
39 852
2 022
68 458
Total Congo
26 584
39 852
2 022
68 458
A4
Nil
Nil
880
880
Total The Gambia
Nil
Nil
880
880
Sinapa
Nil
Nil
227
227
Esperanca
Nil
Nil
227
227
Total Guinea-Bissau
Nil
Nil
454
454
OML 113
Nil
Nil
3
3
Total Nigeria
0
0
3
3
PETRONOR E&P ASA
ANNUAL REPORT 2023
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Board of directors’ report
“Other amounts” include payroll, payments under
licence obligations, and other local taxes. Due to
the arbitration status of the ROP and SOSP licences
in Senegal, no payments were made in relation to
these projects during 2023.
Legal entities by country
As per the "Forskrift om land-for-land rapportering"
it is required that the company report on certain
contextual information at a corporate level. This
includes information on localisation of subsidiary,
employees per subsidiary, and interests paid or
payable to other legal entities within the group.
Active legal corporate structure of the group during 2023 is set out below:
In USD thousand
Main country of
operations
EEs
1
Interest paid or payable
to a group entity
Norway
PetroNor E&P ASA
Norway
-
-
PetroNor E&P Services AS
Norway
4
-
Hemla Africa Holding AS
Norway
-
-
Aje Production AS
Norway
-
-
Australia
PetroNor E&P Pty Ltd
Australia
-
-
Cyprus
PetroNor E&P Ltd
Cyprus
1
567
Republic of Congo
Hemla E&P Congo SA
Republic of Congo
3
-
United Kingdom
PetroNor E&P Services Ltd
United Kingdom
5
-
Nigeria
PetroNor E&P Ltd
Nigeria
4
-
Aje Production Ltd
Nigeria
-
-
Netherlands
Aje Services Holding BV
The Netherlands
-
-
Aje Nigeria Holdings BV
The Netherlands
-
-
Cayman Islands
African Petroleum Corporation Ltd
Cayman Islands
-
-
Petroleum E&P Gambia Ltd
The Gambia
3
-
African Petroleum Senegal Ltd
Senegal
-
-
Senegal
African Petroleum Senegal SAU
Senegal
2
-
Sweden
PetroNor E&P AB
Guinea-Bissau
-
-
1) Average number of employees’ during the year excluding directors.
PETRONOR E&P ASA
ANNUAL REPORT 2023
57
Board of directors’ report
SIGNIFICANT EVENTS AFTER THE
BALANCE DATE
In February 2024, long lead inventory that was
purchased in prior years for the exploration
programme in Guinea-Bissau was sold for proceeds
of USD 3.5 million.
The company achieved a new operational
milestone by exporting under its own capacity
as a party to the Djeno terminal in Congo. The
arrangements with the Djeno terminal increase the
options available to the company to bring to market
its PNGF Sud oil production.
On 26 March 2024, PetroNor paid USD 2 million in
relation to the share sale and purchase agreement
with New Age (African Global Energy) Limited (New
Age) to acquire additional interest in the OML
113 licence in Nigeria. The agreement is not yet
completed and subject to conditions precedent,
including government approval of the transaction.
However, this payment milestone enables PetroNor
to instruct New Age on how to vote on matters
related to the OML 113 joint venture. From the date
of payment up to completion, if the instruction to
vote results in a new cash call being issued to the
OML 113 partners, then PetroNor shall arrange
payment for the cash call on behalf of New Age.
The remaining balance payable to New Age for
completion of the agreement is now reduced to
USD 1 million.
A new Vandji well in Tchibeli NE was successfully
drilled by the Axima rig between February and
early-April.
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS
Logistical lead times for technical equipment
required has meant the well infill drilling
programme on PNGF Sud will not commence until
late 2024 focusing on Tchendo with the drilling of
six initial wells. The upgraded Tchendo 2 platform is
currently being installed and commissioned in the
field. Drilling is expected at the start of 2025.
DECLARATION BY THE BOARD OF
DIRECTORS AND CEO
We hereby confirm that, to the best of our
knowledge, the consolidated annual financial
statements for 1 January to 31 December 2023
have been prepared in accordance with applicable
accounting standards and that the information in
the financial statements give a true and fair view of
the assets, liabilities, financial position and profit or
loss of the company. We confirm that the financial
statements give an accurate and fair view of the
development, profit, and position of the company,
as well as a description of the principal risks and
uncertainties it is facing.
Oslo, Norway, 24 April 2024
The board of directors and CEO – PetroNor ASA
Eyas Alhomouz
Gro Kielland
Joseph Iskander
Ingvil Smines Tybring-Gjedde
Chair
Director
Director
Director
Azza Fawzi
Jarle Norman-Hansen
Jens Pace
Director
Director
Interim CEO
The board wishes to thank the staff, consultants, services providers and shareholders
for their continued commitment to the company.
PETRONOR E&P ASA
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Board of directors’ report
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Board of directors’ report
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ESG report
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ESG report
Sustainability
UN Sustainabilty Development Goals
..............................................
63
Sustainability report 2023
..................................................................
64
General information
............................................................................
65
Environmental information
...............................................................
73
Social information
...............................................................................
77
Governance information
....................................................................
84
Transparency Act Statement
..............................................................
86
PETRONOR E&P ASA
ANNUAL REPORT 2023
62
ESG report
UN Sustainabilty
Development Goals
PetroNor firmly embraces sustainability in its operations, and has aligned with United
Nations Sustainability Development Goals (SDGs) to contribute to global sustainable
development efforts.
As a responsible business, we support each of the SDG, and all SDGs are important to
us through our values and our way of working.
PetroNor has identified four key SDGs where we have the most potential to influence
and add value.
SDG 3
Good health and
well-being
Our aim is zero
accidents and a safe
work environment
across all operations.
We actively seek to
improve and address
concerns from
employees and third
parties. In 2023, the
company took part in
a waterwell-digging
project in Congo.
SDG 7
Affordable and
clean energy
Recognising natural
gas as a crucial energy
transition fuel in
Africa, PetroNor are
working to become a
key supplier of clean
cooking gas in Nigeria
and neighbouring
countries.
SDG 8
Decent work and
economic growth
PetroNor is proud
to prioritise local
employment and
promote ethical and
fair wages principles
at all our sites. This
positively contributes
to decent work and
economic growth
wherever we operate.
Additionally, we
sponsor academic
business programmes
and have financially
supported the
refurbishment of a
university in Republic
of Congo.
SDG 16
Peace, justice, and
strong institutions
PetroNor has
established robust
policies to emphasise
the importance of
ethical practices. We
monitor conflicts or
social instability near
our operations, and
we remain committed
to peace and justice.
PETRONOR E&P ASA
ANNUAL REPORT 2023
63
ESG report
Sustainability report 2023
Comments from the group financial controller
Throughout 2023, PetroNor E&P increased its emphasis and consideration of
sustainability topics.
Renewable energy investments in Africa have
increased significantly over the past decade, and
PetroNor is ready to capitalise and contribute to the
green shift by being a reliable provider of transition
fuels, such as natural gas and local LPG-supplies.
PetroNor, operating across Africa, also revised
the Code of Conduct and all other governance
guidelines in 2023, in addition to making the
documents available in both English and French.
Two years ahead of mandatory EU sustainability
reporting rules, we have already started shifting
towards CSRD compliance. This reflects our proactive
approach to transparency and responsible business
conduct. It entails a widening of the scope of what
PetroNor tracks and measures, and the company
is looking forward to incorporating sustainability
targets into our overall strategy in 2024.
Chris Butler
Group financial controller
Performance highlights 2023
Early adopter of the
new EU sustainability
reporting standard
ESRS
For 2023, PetroNor has used the European Sustainability
Reporting Standards to guide the reporting and preparing the
company for the requirements becoming applicable for the fiscal
year 2025.
Due diligence
improvements as
required by the
Transparency Act
PetroNor is providing all its policies both in English and French on
its company website:
Code of Conduct
Anti-Bribery & Corruption Policy
Anti-Money Laundering Policy
Sanctions Policy
Know Your Supplier Policy
HSE Policy
Planning access to
clean cooking gas
(LPG) and addressing
Nigeria’s energy
deficit through the
Aje project.
Providing access to clean cooking gas
improves air quality by
replacing residual fuel oil with LPG, which has a 12 per cent lower
CO
2
emission factor than kerosene. Nigeria’s shift towards more
sustainable cooking practices, such as LPG, represents a potential
large reduction of CO
2
emissions, and PetroNor aims to provide a
substantial part of the country’s LPG.
PETRONOR E&P ASA
ANNUAL REPORT 2023
64
ESG report
General information
About the report
This is PetroNor E&P’s 2023 sustainability report. For the first time we have used the
European Sustainability Reporting Standards (ESRS) to guide our reporting, starting
to approach the new EU sustainability reporting requirements applicable to the
company from the fiscal year 2025. PetroNor is proud to be an early adaptor of the
new requirements, reflecting our proactive stance towards future sustainability
compliance.
The scope of the sustainability report is the same as
for the financial statements, with an additional focus
on reporting material topics within our value chain.
The report, which is published annually, covers the
fiscal year from 1 January 2023 to 31 December 2023.
The environmental, social and governance (ESG)
sections of PetroNor’s sustainability report covers
the sustainability topics where we consider having
material impacts, risks and opportunities.
The ESRS index in this report provides an overview of
the disclosures made according to ESRS. In addition,
we have included a chapter for other reporting
requirements. The sustainability reporting has not
been externally assured. From 2025 we are obliged
to get limited assurance.
Any questions related to this report, or the
sustainability work can be directed to:
ir@petronorep.com
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ESRS-INDEX
(ESRS 2 IRO-2)
The ESRS index provides readers with guidance
on how PetroNor has applied the European
Sustainability Reporting Standards (ESRS). The index
points to where the information can be found in:
SR:
PetroNor E&P sustainability report 2023
CHAPTER
STANDARD
DISCLOSURE
REQUIREMENT
PAGE
GENERAL INFORMATION
About the report
ESRS 2
BP-1, BP-2, IRO-2
SR 67
Sustainability governance
ESRS 2
GOV-1, GOV-3, GOV-4
SR 67
Sustainable strategy and business model
ESRS 2
SBM-1
SR 69
Stakeholder engagement 2023
ESRS 2
SBM-2
SR 70
Materiality assessment 2023
ESRS 2
SBM-3, IRO-1, GOV-2
SR 73
Impact, risk and opportunity management
ESRS 2
MDR-P
SR 72
ENVIRONMENTAL INFORMATION
Climate change
Policies
ESRS E1
E1-2
SR 74
Action and resources
ESRS E1
E1-3
SR 74
Targets
ESRS E1
E1-4
SR 74
Metrics
ESRS E1
E1-4, E1-9
SR 74
Policies
ESRS E2
E2-1
SR 74
Policies
ESRS E2
E2-1
SR 74
Action and resources
ESRS E2
E2-2
SR 74
Targets
ESRS E2
E2-3
SR 74
Metrics
ESRS E2
E2-6
SR 74
SOCIAL INFORMATION
Own workforce
Policies
ESRS S1
S1-1
SR 77
Processes
ESRS S1
S1-2
SR 77
Action and resources
ESRS S1
S1-4
SR 77
Metrics
ESRS S1
S1-7, S1-8, S1-9, S1-10, S1-14,
S1-15, S1-16, S1-17
SR 78 - 80
Workers in the value chain
Policies
ESRS S2
S2-1
SR 81
Processes
ESRS S2
S2-2, S2-3
SR 81
Action and resources
ESRS S2
S2-4
SR 81
Affected communities
Action and resources
ESRS S3
S3-4
SR 82
GOVERNANCE INFORMATION
Business conduct
Policies and corporate culture
ESRS G1
G1-1
SR 84
Suppliers
ESRS G1
G1-2
SR 72
Corruption and bribery
ESRS G1
G1-3
SR 84 - 85
Metrics
ESRS G1
G1-4
SR 85
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SUSTAINABILITY GOVERNANCE
PetroNor recognises the importance of sound
sustainability governance to identify and manage
risks related to environmental, social and
governance factors. It ensures compliance with
laws and regulations while building trust with
stakeholders.
Governing bodies
(ESRS GOV-1)
The board of directors and the CEO are
responsible for the day-to-day management of
the company, which includes responsibility for
sustainability matters of material importance.
PetroNor has organised the responsilibity for
sustainability jointly under the finance and
business development functions, ensuring that our
objectives are aligned and integrated.
Additionally, PetroNor has used external consultants
to aid the development and implementation of the
company’s sustainability efforts.
>> Corporate governance on page 30
>> Board of directors and management on page 36
The composition and diversity of the board of
directors and management
A diverse group of decision-makers reflects
PetroNor’s commitment to approach its work from
a nuanced and multi-layered perspective.
The board of
directors gender
diversity ratio
50%
Three females
and three males
Independent
board members
ratio
66%
Four independent and
two non-independent
The management
gender diversity
ratio
0%
Zero females and
five males
Integration of sustainability-related
performance in incentive schemes
(ESRS 1 GOV-3)
The remuneration performance criteria do not
cover sustainability goals, but consideration will be
given to incorporating such criteria.
>> Guidelines for remuneration of senior executives
can be found on PetroNor's website
Statement on due diligence
(ESRS 1 GOV-4)
Due diligence is the process whereby PetroNor
identifies, prevents, reduces, and takes
responsibility for how the company manages actual
and potential adverse impacts on the environment
and people associated with the company’s
operations.
PetroNor is committed to conducting due diligence
in accordance with the concepts and principles set
forth in the UN Guiding Principles for Business and
Human rights and OECD Guidelines for Responsible
Business Conduct, through the Norwegian
Transparency Act.
In 2023, PetroNor undertook a risk management
evaluation based on the methodology of the
ISO 31000 standard. To ensure a comprehensive
understanding of due diligence processes within
the value chain, key employees knowledgeable
about the value chain and procurement processes
were involved. The examination of the value
chain centred on five distinct categories and their
associated activities:
Exploration
Appraisal
Development
Production
Abandonment
No adverse potential and actual consequences
were identified during the due diligence
assessment.
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PetroNor's approach to due diligence
Embed responsible
business conduct
into policies and
management systems
Code of Conduct
Know Your Supplier Policy
Anti-Bribery & Corruption Policy
Anti-Money Laundering Policy
Sanctions Policy
Health, Safety, and
Environment Policy
Remediation
of negative impacts as
far as possible
1
Identify and assess adverse impacts
in operations, supply chains and
business relationships
2
Cease, prevent or mitigate
adverse impacts
3
Track
implementation
and results
4
Communicate
how impacts are
addressed
5
6
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The activities related to PetroNor’s due diligence
work are presented in the table below.
CORE ELEMENTS OF
DUE DILIGENCE
PARAGRAPHS IN THE
SUSTAINABILITY STATEMENT
a)
Embedding due
diligence in governance,
strategy, and business
model
ESRS 2 GOV-2 Sustainability matters addressed page
page 72
ESRS 2 GOV-3 Integration of sustainability-related performance in incentive
schemes
page 67
ESRS 2 SBM-3 Material topics and how PetroNor understands them
page 72
b)
Engaging with affected
stakeholders in all
key steps of the due
diligence
ESRS 2 GOV-2 Sustainability matters addressed
page 72
ESRS 2 SBM-2 Stakeholder engagement in 2023
page 70
ESRS 2 IRO-1 PetroNor’s materiality process
page 72
ESRS 2 MDR-P Embedding sustainability in our policies and processes
page 72
S1-2 Engaging with own workers and workers’ representatives
page 77
S2-2 Engaging with value chain workers
page 81
c)
Identifying and
assessing adverse
impacts
ESRS 2 IRO-1 PetroNor’s materiality process
page 72
ESRS 2 SBM-3 Material topics and how PetroNor understands them
page 72
G1-1 Whistleblower programme
page 84
d)
Taking actions to
address those adverse
impacts
ESRS E1-3 Actions and resources (climate change)
page 74
ESRS E2-2 Actions and resources (pollution)
page 74
ESRS S1-4 Taking actions (own workforce)
page 77
ESRS S2-4 Taking actions (value chain workers)
page 81
ESRS S3-4 Taking actions (Affected communities)
page 82
ESRS G1-1 Corporate governance
page 84
e)
Tracking the
effectiveness of
these efforts and
communicating
ESRS G1-1 Corporate governance
page 84
STRATEGY, BUSINESS MODEL AND VALUE
CHAIN
(ESRS 2 SBM-1)
In 2024, PetroNor will update its sustainability
strategy, following the completion of a double
materiality assessment.
This is how PetroNor defines the value chain:
Exploration
Acquisition of an
interest in a licence
from a government
or another oil
& gas company
moving from pre-
drilling activities
such as seismic to
finally drilling of an
exploration well.
Appraisal
Further drilling
activities and/or
seismic to confirm
the size of a discovery.
Development
Activities such as
drilling production
wells to install
facilities to enable
production of
hydrocarbons from
the reservoir.
Production
The period from
first oil or gas to
drain the reservoir
in an efficient and
economic manner.
Abandonment
When production is
no longer economic,
all wells need to
be plugged and
abandoned and
facilities removed or
remediated.
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STAKEHOLDER ENGAGEMENT
(ESRS 2 SBM-2)
PetroNor aims for continuous, active and open
dialogue with the company’s stakeholders and
regularly seeks external views on its operations.
PetroNor follows the business environment actively
and engages with relevant stakeholder groups. The
company will involve stakeholders in the materiality
assessment scheduled for 2024 to seek their views
on sustainability topics.
PetroNor’s key stakeholders
PetroNor’s key
stakeholders
Employees and
management
Suppliers
Nature
(silent stakeholder)
Customers
Licence
partners
Financial
institutions
Government/
regulators
Shareholders/
investors
Euronext
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WHY WE ENGAGE
HOW WE ENGAGE
KEY TOPICS OF INTEREST IN 2023
HOW WE RESPONDED
Customers
Off-take customers are core to our
business and it is critical of our
success to be acknowledged as
reliable and trustworthy.
Direct meetings and email
correspondence
Request for Proposal (RFP)
Product volumes, pricing and
schedule
Direct discussions trying to
accommodate both customer
and PetroNor’s needs
General communication with
regards to our current sold oil
volumes
Give feedback on RFPs
Suppliers
We expect our suppliers to deliver
on their promises while living up
to internationally recognised best
practices.
Direct meetings and email
correspondence
Request for Proposal (RFP)
Future business needs
Quality of current services and
products
Regular update meetings
Give feedback of RFPs
Strict use of procedure in the
Know Your Supplier policy
Shareholders/investors
We engage to provide the public
with accurate, comprehensive,
and timely information, to form a
good basis for making decisions
related to valuation and trade of the
PetroNor share.
Stock exchange and press releases
Company presentations in
connection with quarterly
reporting
Present at energy conferences
Hold 1-to-1 meetings
Update website
Production level
Project updates
Financial status
Growth of business
Shareholders’ return
Frequency in reporting
Provide detailed disclosures
and commentary on business
outlook and financial
performance
Stating dividend considered
Re-introduced quarterly
reporting
Euronext
We engage with Euronext to uphold
transparent and efficient market
operations contributing to a reliable
platform.
Respond on initiatives from
Euronext
Transparency
ESG
New regulations
Update Governance procedures
Feedback on ESG efforts
Adopt and apply new regulations
Financial institutions
We collaborate with financial
institutions to secure funding,
manage financial transactions, and
maintain strong financial stability,
ensuring sustained growth and
stability for PetroNor.
Direct contact
Frequent meetings
Contact via brokers
Business development
opportunities
Available equity
Pledging
Financing of acquisition and
development opportunities
Efficiency in day-to-day banking
services
KYC
Regular status updates in
meetings or by email
Provide detailed feedback on
questions
Employees & management
We depend on our employees, their
knowledge, engagement, and great
diversity to successfully deliver our
strategy.
Seek early dialogue and
communication
Travel for face-to-face meetings
Bribery & corruption risk
Company strategy
Governance
Internal procedures
Training
Coaching
Translated Code of Conduct and
all relevant policies to French
Government/regulators
We engage with governments
and regulatory bodies to ensure
compliance with laws, regulations,
and ethical standards, contributing
to a transparent and responsible
business environment.
Seek early dialogue and
communication
Travel for face-to-face meetings
Licence terms
Capability to execute
(operationally and financially)
Constructive discussions
Timely and orderly feedback on
progress and improvements
Licence partners
When being the operator of a
licence we make efforts to treat our
licence partners in an inclusive and
transparent manner. When being
a partner in a licence we expect
the same from the operator of the
licence, and we make efforts to be a
proactive and supporting partner.
Licence meetings
Informal meetings
Travel for face-to-face meetings
Operational updates
ESG
Financial status
Constructive feedback
Request for adequate ESG-
reporting from operator of
licence
Nature (silent stakeholder)
Recognising the environmental
context of the oil and gas industry,
we consider nature as a silent
stakeholder, striving to minimise
environmental impact within the
parameters of our operations.
Entertain discussions with field
operators
Emissions and spills
Environmental studies
Request information from
licence operators
Evaluate suppliers that
can efficiently undertake
environmental studies where
PetroNor is operator
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MATERIAL IMPACTS, RISKS, AND
OPPORTUNITIES
(ESRS 2 GOV-2, ESRS 2 SBM-3, ESRS 2 IRO-1)
Building upon the foundation from previous
sustainability reports, PetroNor has conducted
a simplified materiality assessment to ensure
consideration of all ESG topics laid out in in the
ESRS.
Material topics and how PetroNor
understands them
Climate change:
Mitigating climate change
by reducing greenhouse gas emissions and
adapting to climate change.
Pollution:
Protecting fresh air and preventing
ambient air pollution by mitigating emissions to
air.
Own workforce:
Safe work environment,
developing, recruiting, and retaining employees
and build an inclusive and diverse working
environment.
Workers in the value chain:
Understanding
and managing social impacts along the value
chain.
Affected communities:
Establishing and
maintaining mutually beneficial relationships
with the communities in which we operate.
Business conduct:
Honouring responsible
business conduct and promoting accountability
by maintaining proper policies and practices,
with zero-tolerance to bribery and corruption.
Non-material topics and why
Water and marine resources:
Will be
important in the next phase of redeveloping
the Aje field in Nigeria, where PetroNor will be
responsible as technical operator in provision of
technical assistance.
Biodiversity and ecosystems:
Will be
important in the next phase of redeveloping
the Aje field in Nigeria, whereas there will be
offshore and onshore development activities.
Circular economy:
Resource extraction will only
become a circular activity when carbon capture
and storage technologies are further enhanced
and readily available.
Consumers and end-users:
PetroNor sell their
products B2B, and consumers and end-users
are thus involved at a later stage in the product
life cycle.
PetroNor did not identify any entity-specific topics
in the simplified materiality assessment.
EMBEDDING SUSTAINABILITY IN POLICIES
AND PROCESSES
(ESRS 2 MDR-P)
PetroNor’s board of directors are responsible for
establishing the corporate governance framework
of the company. The company has implemented
corporate values, ethical guidelines, and policies
for corporate social responsibility, which are
delineated in PetroNor's Code of Conduct, with
more detailed information available in specific
policies available online.
The company is pleased to provide the following
governance documentation, available in both
English and French, on the company website:
Code of Conduct
Anti-Bribery & Corruption Policy
Anti-Money Laundering Policy
Sanctions Policy
Know Your Supplier Policy
HSE Policy
Where applicable, the standards and policies
have been developed based on internationally
recognised initiatives such as UN’s Global
Compact’s principles, OECD Guidelines for
Multinational Enterprises, ILO conventions and the
United Nations Convention against Corruption.
Both the board of directors and management
aspire to achieve controlled and profitable
development, fostering long-term growth through
well-founded governance principles and effective
risk management. The board places significant
emphasis on identifying optimal operational
procedures to realise the objectives outlined
in these corporate governance guidelines and
principles.
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Environmental information
PetroNor operates in an emission-intensive sector, and as such places a strong
emphasis on mitigating harmful emissions adapting ways of working where it is
feasible and suitable. The company has identified climate change and pollution as
key environmental concerns.
Bridging energy gaps in local communities
As detailed on
page 16
" Revitalising energy", the
Aje gas and condensate field redevelopment is
a key environmental initiative led by PetroNor
in collaboration with Yinka Folawiyo Petroleum
(YFP) and its operating company FASL. This
strategic project addresses Nigeria's energy
deficit while also positioning and facilitating
access to natural gas which was recognised in
COP28 as a transitional energy source. PetroNor
aims to be supplying up to 10 per cent of Lagos
and Nigeria's LPG demands, providing a cleaner
cooking alternative for communities previously
reliant on biomass fuels.
The positive environmental impacts of this
initiative are multifaceted, contributing
significantly to air quality improvement by
replacing residual fuel oil with LPG. Notably,
the CO
2
emission factor of LPG is 12 per cent
lower than that of kerosene. This facilitation
of access to LPG mitigates environmental and
health risks in addition to having the potential
for a substantial reduction in CO
2
emissions in
Nigeria.
This shift not only mitigates GHG emissions
but also reduces the release of other gases
detrimental to air quality, including CO, NO,
NOx and SOx. Moreover, the Aje project
emerges as an important contribution in the
fight against deforestation, as it reduces the
need to cut down trees for cooking purposes.
Through responsible energy development and
LPG facilitation, PetroNor, with the Aje project
as a central reference point, plan to actively
contribute to a cleaner, more sustainable
future for local communities in Western Africa.
“The redevelopment of the Aje field is
not just an energy project; it's a vision
for a sustainable future."
Benjamin Asokhia, operations manager, Yinka
Folawiyo Petroleum/ FASL
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CLIMATE CHANGE AND POLLUTION
PetroNor is active in oil and gas exploration and
production. The main risks for climate change are
combustion gases containing CO
2
arising from the
fields of operations. Further, methane leakage in
the production process could also add significant
adverse effect on the climate. With regards to
pollution, the risk of oil spills is always present,
although extremely low, in oil and gas exploration
and production. Spills of toxic chemicals could also
pose extra pollution risk.
PetroNor’s most material activity in 2023, that was
directly linked to climate change and pollution, was
the oil and gas production in the Republic of Congo.
PetroNor is partner in these licences, whereas
Perenco is the operator. PetroNor is exercising
its influence on climate change and pollution
through active participation in the official decision
bodies of the licences, as well as having informal
communication and dialogue on the captioned
issues.
MATERIALITY MANAGEMENT
Policies for climate change
(ESRS E1-2, E2-1)
The company has included environmental
considerations into the Code of Conduct, and the
HSE policy.
>> Integrating sustainability into our policies and
processes, page 30
PRIORITIES AND PERFORMANCE 2023
Actions and resources aligned with climate
change and pollution policies
(ESRS E1-3, E2-2)
PetroNor allocates resources to implement actions
aligned with its climate change and pollution
policies. This includes carrying out environmental
impact assessments (EIAs), establishing and
monitoring environmental management plans, and
developing contingency plans to swiftly mitigate
potential damage.
Carrying out EIAs prior to all major activities is
one way PetroNor seeks to minimise any adverse
impact on the environment. The company
communicates the results to all government
agencies and other relevant stakeholders.
To the company's knowledge, no breaches of the
environmental regulations governing the group's
exploration and production licences have been
identified in 2023.
The company is aware of its environmental
responsibilities related to exploration activities and
diligently ensures compliance with environmental
regulations during all exploration work.
Targets related to climate change
and pollution mitigation and
adaptation
(ESRS E1-4, E1-9, E2-3, E2-6)
PetroNor will in 2024, as part of the development
of the improvement of its sustainability strategy
set environmental targets, aiming at minimising
the environmental impact of the company’s
operations.
Adhering to environmental regulations and
continuous monitoring ensures that the activities
have minimal adverse effects on the surrounding
ecosystem.
THE WAY FORWARD
In 2024, PetroNor is taking significant steps
toward climate accountability. The company
will initiate climate accounting measures and,
upon implementation, provide annual reports
on Scope 1,2 and 3 greenhouse gas emissions.
Furthermore, in alignment with the CSRD, PetroNor
is set to conduct a materiality assessment in 2024.
Additionally, a climate-risk assessment, following
the guidelines of the TCFD, is scheduled.
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Preserving paradise
PETRONO
R CONTRIBUTES TO BIODIVERSITY
CONSERVATION
As part of the joint venture PGNF Sud and organised
by the licence operator Perenco, PetroNor is
indirectly pioneering a biodiversity conservation
initiative within the Conkouati-Douli National Park
in the Republic of Congo. Spanning over 500 000
hectares at the intersection of the Congolese
rainforest and the ocean, this Ramsar Site and
UNESCO World Heritage area represents a unique
blend of coastal, marine, and forest habitats.
The project, undertaken in collaboration with the
non-profit public nature organisation Project Noé,
focuses on three key objectives:
Conserving biodiversity
Protecting the reserve's marine area
Rehabilitating water boreholes
For example, since the initiative’s inception, more
than 21 water wells have been restored in the
park. By actively involving the local community, the
initiative safeguards the park's ecological diversity
and ensures the sustainable coexistence of human
communities with the natural environment. This
commitment underscores PetroNor's dedication to
responsible environmental stewardship, creating a
positive change.
Reduced emissions by
decreasing the flaring of
natural gas
A concretisation of PetroNor’s environmental efforts
is demonstrated by the recently installed platform
named Tchendo II in Congo, which incorporates
a 27MW gas-fired power generation system. This
development has the potential to reduce the need for
importing electricity from external sources beyond
the licence boundaries. Moreover, the platform has
the capability to utilise natural gas from external
suppliers for electricity generation. Additionally, any
surplus electricity can be exported to other offshore
oil and gas fields in Congo. In summary, this initiative
is poised to significantly decrease the flaring of
natural gas in Congo, contributing to a positive
environmental impact.
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Social information
This chapter focuses on two key areas: PetroNor’s own workforce and workers within
the value chain. These specific topics were identified as social material matters in 2023
and are aligned with the ESRS topcis.
Own workforce
At PetroNor, the employees are key drivers
to the company’s success. An emphasis is put
upon building a culture of equal treatment and
opportunities that is safe and secure.
MATERIALITY MANAGEMENT
Employee engagement and processes for
collaboration
(ESRS SBM 2, S1-2)
PetroNor values its employees’ opinions, and
the company fosters this dialogue through
direct interactions with its employees on a daily
basis. Stimulating a culture of transparency, the
company puts a constant focus on encouraging
dialogue and discussions between employees to
make sure everyone feels comfortable voicing
their opinions.
Employees and consultants with PetroNor work
at several locations and not all have a firm office
address for their work. This allows employees to
work independently and to a large extent plan their
workdays as best fitted for each employee and
consultant. To mitigate the disadvantages of such
a working situation, the management encourages
and organises frequent virtual meetings as well as
physical social events.
Engaging with the employees and their
representatives stands at the core of PetroNor’s
dedication to transparency and inclusivity. The
procedures foster an open dialogue, inviting
employees to actively engage in decision-making
processes that affect them. Through collective
endeavours, the company aims to establish an
environment where every voice is acknowledged.
Integrating social matters into the strategy
and business model
(ESRS2 SBM-3)
In 2024, PetroNor will undertake a double
materiality assessment. The results of this
assessment will shape the incorporation of social
sustainability considerations into the company’s
overarching strategy and business model.
Policies related to own workforce
(ESRS S1-1)
PetroNor's Code of Conduct, and its supplemental
theme specific codes, underscore the commitment
to maintaining a working environment with equal
opportunities, irrespective of various factors. It
emphasises the company's diversity instructions
and integration of equality concepts into human
resources policies, and the zero-tolerance
approach to harassment. PetroNor values each
team member, fostering an atmosphere of positive
energy, equality, and professionalism. The Code of
Conduct is provided in both English and French and
is readily accessible online. It places responsibility
on line managers to ensure fair and equitable
treatment, preventing discrimination in selection,
evaluation, and promotion processes.
PetroNor has a comprehensive Health, Safety,
and Environmental (HSE) policy in order to
communicate the company’s expectations and
guidelines on the matter.
>> Sustainability integrated into our policies and
processes on page 30
Processes to remediate negative
impacts and channels for employees
to raise concerns
(ESRS S1-3)
Mitigating negative impacts and establishing
ways for employees to voice their concerns are
fundamental aspects of PetroNor's corporate social
responsibility. The company encourages employees
to share their perspectives or raise issues or report
any wrongdoing. The independent disclosure
service, IntegrityLog, is available for safe reporting.
>> Whistleblower mechanisms on page 87
PRIORITIES AND PERFORMANCE 2023
Internal reporting about inconsistencies to
the policies
(ESRS S1-4)
PetroNor wants employees and others to report
inconsistencies of its policies through internal
dialogue and recurrent meetings, in addition
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to the formal whistleblowing channel. By
creating an environment where transparency
and integrity are paramount, the company
encourages all employees and others to report
on inconsistencies.
Characteristics of employees in
PetroNor
(ESRS S1-7)
Our employees form the backbone of our
organisation, and recognising their diverse skills
and attributes is crucial. We value the unique
qualities that everyone brings to the team, creating
a dynamic and inclusive workforce.
Gender
Africa
Australia
Europe
Middle-East
Total
Permanent
F
2
0
4
0
6
Permanent
M
10
0
6
0
16
Total
12
0
10
0
22
Position contractor
F
1
0
2
2
5
Position contractor
M
0
1
2
0
3
Total
1
1
4
2
8
Gender
Age group
Africa
Australia
Europe
Middle-East
Total
Female
Under 30
0
0
0
0
0
30-50
2
0
3
0
5
Over 50
0
0
1
0
1
Total
2
0
4
0
6
Male
Under 30
0
0
0
0
0
30-50
4
0
2
0
6
Over 50
6
0
4
0
10
Total
10
0
6
0
16
Grand total
12
0
10
0
22
As a small company PetroNor does not track
turnover, however, the core team remains in place
and several contractors have throughout 2023
become full-time employees.
Collective bargaining and social
dialogue
(ESRS S1-8)
Recognising the value of collaboration between
management and employee representatives,
the company places a priority on establishing a
platform for employees to actively contribute to
decision-making processes related to workers'
compensation and well-being. PetroNor fully
endorses the right of workers to freedom of
association and collective bargaining, as outlined
in the International Labour Organisation's Core
Convention.
Diversity metrics
(ESRS S1-9)
PetroNor aims to prioritise local employment
at operational sites whenever feasible. The
organisation assesses gender representation
across various hierarchical levels, fostering a
commitment to maintaining an inclusive and
professional working environment.
Proportion of local employees in West Africa:
2023
Staff
55%
Board
Nil
Proportion of women
2023
Staff
34%
Executive mgmt. team
Nil
Board
50%
Adequate salaries
(ESRS S1-10)
PetroNor is committed to ensuring fair and
adequate salaries for all its employees, reflecting
a fundamental principle outlined in the company's
Code of Conduct. The company upholds the
International Labour Organisation's standards and
national laws to guarantee that employees receive
salaries meeting or exceeding minimum legal
requirements.
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Health and safety principles
(ESRS S1-14)
The company prioritises responsible management
practices to ensure the well-being of all individuals.
To measure and enhance its health and safety
performance, PetroNor has established key
principles guided by the HSE Policy:
Risk-informed decision-making:
PetroNor
emphasises a fact-based approach to HSE risk
management, utilising available information
systematically to make informed decisions.
Compliance and best practices:
The company
ensures compliance with applicable laws and
regulations, setting a standard that goes beyond
minimum requirements by providing guidance
on HSE issues and implementing best practices
where governing laws may be absent.
Personnel awareness and evaluation:
PetroNor expects all personnel, including
employees and contractors, to actively manage
HSE risks within their areas of responsibility.
HSE performance objectives are considered in
evaluations, rewards, and recognition processes.
Incident reporting and prevention:
PetroNor
encourages a culture of reporting unsafe
practices and instances, promptly stopping
unsafe work. The company follows up on
feedback from employees, contributing to
the identification of preventive measures and
ensuring continuous improvement.
Collaboration and audits:
PetroNor fosters
collaboration across functions and stakeholders
to achieve efficient HSE performance. Regular
audits of the HSE management system are
conducted both by PetroNor to ensure ongoing
effectiveness and compliance.
These actions support a culture of safety across all
levels of the organisation.
Work-life balance metrics
(ESRS S1-15)
PetroNor aims to facilitate work-life balance for its
employees. All employees have the opportunity for
flexibility in their workday to the extent possible
given the nature of the work. For employees
who require adjustments in certain situations to
perform their jobs, PetroNor as an employer aims
to contribute to this.
While there are no restrictions on remote working,
PetroNor, as a widely dispersed organisation
spanning multiple geographical locations, actively
promotes the regular conduct of both scheduled
and impromptu virtual meetings. This proactive
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approach ensures that all employees remain
well-informed and seamlessly integrated into the
company's operational dynamics. The company
encourage employees to embrace autonomy
and take ownership of their tasks, entrusting
them with the necessary responsibilities to work
independently.
The company recognises the importance of
supporting our employees in achieving harmony
between their professional and personal lives,
contributing to their overall satisfaction and
productivity. All PetroNor employees can and are
encouraged to take parental leave.
Incidents, complaints, and severe human
rights impacts
(ESRS S1-17)
The company has a zero-tolerance approach
to slavery and child labour in any part of the
organisation and supply chains. PetroNor’s
customers, contractors, subcontractors, and
suppliers shall not engage in or use child labour.
Applicable national laws shall be complied with,
and only workers who meet the minimum legal age
requirement shall be employed.
In 2023, there were no cases identified in the
company nor in its supply chains that were in
violation with human rights.
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Workers in the value chain
As part of PetroNor’s gradual transition to CSRD
reporting, the focus extends beyond internal
operations to include workers in the value chain.
This section is about PetroNor's approach to
engage and implement measures to manage
material matters of workers in the value chain.
MATERIALITY MANAGEMENT
Policies related to value chain
workers
(ESRS S2-1)
PetroNor has published on its website, both
in English and in French, the company’s
comprehensive policy for workers in the value
chain covered in the Know Your Supplier policy.
This policy outlines the company's unwavering
commitment to upholding the rights, welfare and
dignity of all workers involved. The policy is in line
with international standards, local regulations and
the company's core values, and promotes a work
environment that prioritises fairness, inclusion and
ethical treatment of all employees throughout the
value chain.
Processes for engaging with workers in the
value chain
(ESRS S2-2)
PetroNor is steadfast in upholding the principles
outlined by international bodies such as the
United Nations (UN) and the International Labour
Organisation (ILO) concerning working conditions
and associated rights. With a particular emphasis
on the unique challenges posed by offshore oil
and gas rigs, PetroNor ensures that its workforce
experiences optimal conditions and is granted
the fundamental rights enshrined in these global
standards. From fair compensation to health
and safety measures, PetroNor is committed to
providing a work environment that aligns with
international norms, acknowledging the specialised
nature of offshore operations.
The company requires all potential suppliers to be
screened according to the company’s Know Your
Supplier policy.
>> Read more about our due diligence in PetroNor’s
Transparency Act Statement on page 86
Processes for remediating negative impacts
with workers in the value chain
(ESRS S2-3)
In the unfortunate event of negative impacts on
workers within the value chain, PetroNor has
established effective processes for remediation
through the whistleblowing channel in IntegrityLog,
being readily available on the company website.
This involves prompt investigation, thorough
documentation, and collaboration with relevant
stakeholders to address and rectify any adverse
impacts on workers, ensuring a swift and fair
resolution.
PRIORITIES AND PERFORMANCE 2023
Identifying risks and defining actions through
the Transparency Act
(ESRS S2-4)
PetroNor is committed to the protection of
internationally recognised human rights and fair
and ethical work practices, including the Norwegian
Transparency Act.
In 2023, the company conducted thorough due
diligence on essential human rights and decent
working conditions, adhering to the OECD
Guidelines for Multinational Enterprises. PetroNor
consistently adopts a risk-based approach when
evaluating new investment opportunities and
making acquisitions of material goods or services.
Supplier prequalification aligns with the Know Your
Supplier policy and primarily involves scrutiny
through Refinitiv's World Check One platform. Any
PetroNor representative is obligated to promptly
report any concerns or suspicions.
There are certain risks associated with limited
influence in operations where PetroNor functions
as a non-operating partner. In Congo, the company
serves as a non-operating partner for the licences,
and the licence operator holds control over
the value chain when procuring goods and raw
materials on behalf of the partnership. It becomes
the operator's responsibility to proactively prevent
and address any adverse impacts.
To address this, PetroNor have increased its
communicative efforts vis-à-vis partners and
suppliers by providing all the company’s policies
in both French and English, readily available on
a dedicated page on the company website. This
ensures clear expectation-setting on behalf of
PetroNor’s engagement with suppliers.
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Affected communities
PetroNor’s investments in Brikama Hospital, The Gambia
As part of the Block A4 licence agreement
between PetroNor E&P and The Gambia
Government, a CSR fund is set up to invest in an
impactful social development project.
The partners to the A4 licence along with the
Government agreed to use the funds to support
the maternity ward of the Brikama hospital in
Western Region of the Gambia.
With an annual birth rate of over 7 000 in 2021
and 2022 respectively, the hospital registers the
highest annual birth rates in the country along
with the main hospital in Banjul.
The hospital
currently faces critical challenges in pre- and
post-natal care.
The proposed interventions aim to upgrading
facilities, enhancing equipment, improving staff
capabilities and developing specialised care
protocols.
PetroNor’s education initiatives in Republic of Congo
With the aim of making a meaningful impact in
the communities the company operates, PetroNor
has earmarked resources to support academic
institutions in the Republic of Congo in 2024.
Marien NGOUABI University (BAPC Foundation)
Partnering with Marien NGOUABI University's
BAPC Foundation, PetroNor is looking to fund
research in arthropod biodiversity and crop
protection. This initiative seeks to improve
agricultural practices, promote biodiversity, and
reduce pesticide use for sustainable farming.
Université Denis Sassou Nguesso
PetroNor is also exploring ways to support the
Université Denis Sassou Nguesso, which aims to
become one of the most prestigious universities
in the region with studies in science, technology
and development research. The faculties will get
equipment and material for their laboratories.
Empowering women and preserving wildlife
– Les Mamans du Mayombe
As part of the joint venture PGNF Su
d organised
by the licence operator Perenco, PetroNor is
indirectly engaged in a meaningful initiative
alongside the women's association "Les Mamans
du Mayombe" in the Kakamoeka district, situated
in the far south-western part of the Republic
of Congo. This initiative, centered around non-
timber forest products, strives to empower
women, combat poaching, and advocate for
sustainability.
The initiative provides essential equipment
to the organisation, and Perenco facilitates
international product orders among employees
in Paris, London, and Pointe-Noire. The backing
of 'Les Mamans du Mayombe' not only aids in
curbing poaching but also advances women's
empowerment in the region, particularly through
the production of banana chips.
Indulging in these banana-plantain crisps is more
than just a snack; it is a flavorful endorsement
of women's initiatives and a commitment to
wildlife preservation. This project underscores
PetroNor's dedication to impactful, community-
driven endeavors.
2023
2024
2023
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THE WAY FORWARD
Looking ahead, PetroNor is committed to
advancing social sustainability. In 2024, the
company will conduct a materiality assessment
to integrate social matters into its strategy and
connect material topics to strategic targets.
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Governance information
PetroNor is exposed to different cultures and labour conditions, which can pose
potential risks. The company is committed to responsible business conduct across
its operations and throughout the value chain. This commitment involves fostering
accountability through our policies and practices, having zero tolerance to fraud
and corruption, upholding a culture of respect, honesty, and fairness, and actively
contributing to transparency.
Materiality management
The role of the administrative, management, and
supervisory bodies (ESRS 2 GOV-1)
The board of directors has a supervisory role in all
ESG matters, including responsible business conduct
and prevention and detection of corruption and
bribery. The management is responsible for the day-
to-day corporate management and performance.
Business conduct policies and corporate
culture
(ESRS G1-1)
PetroNor emphasises high moral and legal
standards in its operations, through the Code of
Conduct, Anti-Bribery & Corruption, Anti-Money
Laundering and Sanction policies.
All employees in PetroNor have signed the Code
of Conduct which was introduced in relation to
the listing of the company on Euronext. All new
employees are also obliged to sign the company’s
Code of Conduct.
>> Embedding sustainability in policies and
processes (ESRS 2 MDR-P) on page 72
Whistleblowing
(ESRS G1-1)
PetroNor promotes openness and transparency
through its whistleblowing mechanism. The secure
online whistleblowing software, IntegrityLog,
provides a safe and anonymous platform for
reporting of potential ethical violations and
misconduct. The whistleblowing channel can be
found on PetroNor’s website under the governance
page.
PetroNor subscribes to Euronext Corporate
Services’IntegrityLog, being a service to listed
companies across various stock exchanges. In
the event of a reported case, the independent
disclosure service of IntegrityLog promptly
contacts the relevant individual within the company
to initiate the necessary procedures. Additionally,
if a disclosure is directly made to a management
representative or a board member, the recipient
is obligated to diligently follow the agreed-upon
procedures for addressing the disclosure.
All current and former PetroNor representatives, in
addition to external parties, who have concerns about
any aspect of the company’s business are encouraged
to raise them and to disclose any information which
relates to improper, unethical, or illegal conduct
with regards to the activities of the company.
Whistleblowers shall not suffer any detrimental
treatment, neither from the company nor colleagues,
as a result of raising a genuine concern.
Every PetroNor representative has a right and
an obligation to raise their concerns about our
business including matters such as:
Potential breaches of law
Breach of ethical norms and internal guidelines
Discrimination or harassment at the workplace
Conditions that may pose a risk to life or health
No whistleblowing reports were received in 2023.
PRIORITIES AND PERFORMANCE 2023
100 per cent
of PetroNor’s employees have
signed the Code of Conduct
Strengthening transparency to reduce
corruption risks
(ESRS G1-3)
PetroNor has since 2020 officially been registered
as a supporting entity with the Extractive Industries
Transparency Initiative (EITI). PetroNor supports
the EITI in its objective to make the EITI Principles
and the EITI requirements the internationally
accepted standard for transparency in the oil, gas
and mining sectors, recognising that strengthened
transparency of natural resource revenues can
reduce corruption, and the revenue from extractive
industries can transform economies, reduce
poverty, and raise the living standards of entire
populations in resource-rich countries.
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Through a public declaration of support, PetroNor
contributes to the establishment of the EITI
Principles and Standards as the global transparency
benchmarks for the oil, gas, and mining sectors.
The company diligently discloses project-level taxes
and payments in non-EITI implementing countries,
transparently addressing any encountered barriers.
Furthermore, PetroNor meets the requirement
of financial transparency in the publication of the
company's audited financial statements or key
items, aligning with the EITI Standard. With regards
to anti-corruption measures, the company engages
in rigorous due diligence processes, complemented
by the publication of Petronor’s Anti-Bribery &
Corruption policy. Additionally, PetroNor supports
gender diversity, publishing gender-disaggregated
employment reporting under the EITI Standard.
Among the countries where PetroNor has oil
and gas operations, the Republic of Congo and
Nigeria,
have pledged adherence to the
EITI
standards
. Additionally, Norway and the UK stand
as signatories to this global initiative.
The countries are evaluated on their progress in
meeting EITI Standard requirements through an
assessment process. Nigeria and the Republic of
Congo are reporting a score of “Moderate”.
Country
Current
status
Last
validation
Republic of Congo
Moderate
2023
Nigeria
Moderate
2023
Prevention and detection of corruption and
bribery
(ESRS G1-3)
PetroNor has a zero-tolerance to bribery and
corruption. The company complies with all
applicable anti-corruption laws and regulations.
PetroNor representatives must not accept, make,
seek, or offer bribes or monetary advantages of
any kind. The company has established a gift and
hospitality register to ensure compliance with the
Anti-Bribery & Corruption policy.
Incidents of corruption and bribery
(ESRS G1-4)
During 2023, no cases of corruption or bribery have
been identified in the group, its supply chains, or its
business relations.
THE WAY FORWARD
In the year ahead, PetroNor is positioned to
intensify its commitment to transparency,
governance, and ethical practices. Our focus will
be on further strengthening our whistleblowing
mechanisms, ensuring the effectiveness of
IntegrityLog, and regularly enhancing our
procedures to address potential ethical violations.
Building on our zero-tolerance approach to
bribery and corruption, PetroNor will prioritise
proactive risk management in 2024. This includes a
comprehensive risk assessment of the supply chain,
evaluations of suppliers and business partners,
and the incorporation of provisions in contracts to
safeguard human and labour rights.
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Transparency Act Statement
The Transparency Act requires companies to respect fundamental human rights
and decent working conditions in connection with the production of goods and the
provision of services to ensure that the public have access to information regarding
how enterprises address adverse impacts on fundamental human rights and decent
working conditions.
The act imposes three main obligations on
companies:
a duty to carry out due diligence in accordance
with the OECD Guidelines for Multinational
Enterprises on Responsible Business Conduct
(hereafter OECD guidelines),
a duty to account for due diligence and
a duty to answer information requests
PetroNor E&P ASA (“PetroNor”, the “Company”)
is committed to the protection of internationally
recognised human rights and to fair and ethical
labour practices. The company complies with all
applicable laws and regulations, including the
Norwegian Transparency Act (“the Transparency
Act”).
This statement is prepared in accordance with
the Transparency Act and summarises PetroNor’s
governance, policies, and procedures regarding
the protection of human rights and decent working
conditions. It also outlines the risks identified
through due diligence assessments and measures
to mitigate these risks.
ABOUT PETRONOR
PetroNor is an Africa-focused independent oil
and gas exploration and production company
listed on Oslo Stock Exchange. PetroNor holds
exploration and production assets offshore
West Africa, specifically the PNGF Sud licences
in Congo Brazzaville, the A4 licence in The
Gambia and OML-113 in Nigeria. The company’s
headquarters is located in Norway, with country
offices in Congo, Nigeria, The Gambia, United
Kingdom, United Arab Emirates and Cyprus. In
2023, the company counted 22 permanent full-
time employees and 8 contractors.
PetroNor’s area of focus is on Sub-Saharan Africa
and, more specifically, proven and producing assets
in the region with development and IOR potential.
PetroNor is present in the region with 2P reserves
at year end 2023 of 17.15 MMboe and an average
net production for 2023 of 5 162 bopd.
Commitment to human rights and decent
working conditions
PetroNor is dedicated to upholding high moral and
legal standards throughout its operations.
The company emphasises the obligation of its
management, employees, agents, and associates
to adhere to the utmost ethical business practices
in their interactions with customers, suppliers,
shareholders, colleagues, and the broader public.
To fulfil this commitment, PetroNor pledges to
conduct all business activities in alignment with the
Code of Conduct and the following principles:
Business transactions will be conducted fairly
and courteously, with due consideration given to
local customs and practices where applicable.
The company will execute its business in
accordance with its policies regarding health,
safety, and environmental protection.
PetroNor will strive to ensure that its activities
exert a positive impact on consumers,
employees, communities, stakeholders, and all
other members of the public.
GOVERNANCE OF HUMAN RIGHTS AND
DECENT WORKING CONDITIONS
Responsibilities
The board of directors oversees ESG matters,
including human rights, working conditions, and
Transparency Act compliance. The executive
management oversees overall risk management,
ESG issues, and ensuring compliance with laws and
regulations.
Policies and governing documents
PetroNor has developed policies to prevent
violations of human rights, indecent working
conditions, damage to the environment, and
involvement with corruption. The policies
also cover data protection and whistleblower
mechanisms.
All the relevant policies are described in the
Code of Conduct (“CoC”), the Health, Safety and
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Environmental Policy (“HSE-policy”), the Anti
Bribery and Corruption policy (“ABC-policy”), the
Anti Money Laundering Policy, and the Know Your
Supplier policy (“KYS-policy”).
As PetroNor also operates in countries with French
as the official language, all these policies have
been translated into French, in addition to the
English versions, and are readily available on the
company website in both languages. The policies
are approved by the board of directors and apply
to all PetroNor representatives. All employees at
PetroNor have signed the company’s policies. The
company also requires that all business partners,
joint venture associates, and suppliers adhere to
the principles outlined in the policies.
The CoC is not formally incorporated into the
procurement process. For larger contracts,
suppliers are required to either present their own
CoC and ABC-policy demonstrating equivalent
standards to that of the company, or they will be
obliged to sign the PetroNor CoC. The complete
integration of CoC into agreements for small
contracts is still pending.
Whistleblowing
PetroNor promotes transparency and openness
through its whistleblowing channel. The secure
online whistleblowing software, IntegrityLog
provided by Euronext, facilitates safe and
anonymous reporting of potential ethical violations
and wrongdoing. The whistleblowing channel is
publicly available on PetroNor’s website under the
governance page.
In case of a reported incident, IntegrityLog's
independent disclosure service promptly contacts
the relevant individual within the company to
initiate necessary procedures. Moreover, if a
disclosure is directly made to a management
representative or board member, the recipient
is obliged to diligently follow the agreed-upon
procedures for addressing the disclosure.
The company actively encourages all
representatives to raise concerns about any aspect
of its business. Notably, no whistleblowing reports
were received in 2023.
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DUE DILLIGENCE WITH RESPECT TO
HUMAN RIGHTS AND DECENT WORKING
CONDITIONS
PetroNor conducted a supervised workshop in
February 2024 with the stated aim to re-evaluate
and update the company’s risk assessment
in accordance with the obligations under the
Transparency Act. The assessment was based on
the ISO Standard 31000, in addition to the due
diligence framework in the OECD guidelines. The
evaluations were enhanced by incorporating
perspectives from recognised global risk
assessments and insights from employees.
During the assessment, PetroNor focused
mainly on examining the risks associated with its
operators and opted to assess these risks from a
broader strategic perspective. The evaluation of
the value chain centered around five categories and
their associated activities: exploration, appraisal,
development, production, and abandonment.
Notably, no occurring adverse incidents were
discovered during the due diligence assessment.
In the previous risk assessment in the spring of
2023, PetroNor defined three pivotal risk areas
primarily concentrated in the phases of exploration
and development. Two out of the three risk areas
remain in the updated risk assessment, maintaining
the same risk level as the previous year (described
below). The company has also opted to remove the
risk associated with the purchasing of goods and
services such as IT-solutions and legal advisory
from the new risk matrix due to its negligible
nature in terms of size and scale compared to the
other risks.
1. Health and safety considerations for
employees
Securing the health and safety of its employees
remains a significant consideration for PetroNor
in the countries where it operates exploration
and production assets. In these locations, safety
concerns are linked to the security levels within
office buildings and transportation, affecting both
local staff and employees commuting from Europe.
PetroNor has proactively established procedures
and a comprehensive safety policy for all traveling
employees to mitigate potential risks. Despite these
measures, the company recognises the risk of
human rights violations and compromised working
conditions, characterising the likelihood as present
but low.
2. Construction work, yard activities,
and drilling
Soon embarking on a development project in
Nigeria through the joint venture Aje Production,
PetroNor will provide technical assistance to the
operator. The company's dedicated focus during
the development phase is on construction work, a
potential risk area highlighted in the previous risk
assessment.
Moreover, the development project in Nigeria
encompasses the construction of pipelines
extending from offshore locations to the onshore
LPG plant. Contractors will be engaged for the
project, and the operator intends to involve local
personnel to some extent.
The company has not yet finalised the selection of
a yard for the revamping/construction of an FPSO.
However, it is anticipated that the chosen location
will be in regions with a higher risk of human rights
violations during work activities, such as Asia, the
Middle East, or South America.
PetroNor maintains its assessment of medium risks,
meaning not very likely, but potentially impactful,
related to violation of human rights and decent
working conditions in construction.
Additionally, the renewed assessment has brought
to light some emerging risks that demand due
attention, including:
3. GDPR risks associated with physical
document storage
While PetroNor considers the risk to be low overall,
it acknowledges that the challenges associated with
physical document storage are more pronounced
in certain geographical areas, such as in the African
locations. The use of physical storage, as opposed
to a secure digital database, can pose risks, such
as a potential reduction in oversight and increased
difficulty in responding promptly to data requests
as per the obligations under the GDPR.
4. Extreme weather disruptions
Extreme weather disruptions are recognised as a
global threat, and PetroNor is not immune to its
potential impacts. For instance, even in regions
with generally benign waters, such as off the
western coast of Africa, changes to the weather
systems poses potential risks to health and safety
for operators which could cause disruptions in the
supply chain. PetroNor emphasises the need to
address the associated risks ensuring the resilience
of operations and supply chains in the face of
unpredictable weather conditions. The company
assesses the risk of extreme weather disruptions to
be at a low level.
5. Social unrest and conflicts
From the workshop, PetroNor assessed potential
risks associated with social unrest and conflicts,
particularly in its operations in the Republic of
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Congo and Nigeria. The company recognises that
such unrest has the potential to lead to violations
of human rights and decent working conditions for
suppliers. In regions marked by social and political
instability, there is a heightened risk of disruptions
that may impact the safety and well-being of
individuals involved in the supply chain. The
company assesses that while not very likely, should
the risk materialise, it would have considerable
consequences, and as such considers the risk to be
at a medium level.
MITIGATING MEASURES
Based on the updated risk assessment, PetroNor
has not identified actual negative impacts on
fundamental human rights and decent working
conditions linked to its operations, the value chain
and its business partners.
PetroNor takes a proactive approach to the
updated risk assessment, with emphasis on
preventing negative impacts on fundamental
human rights and decent working conditions
associated with its operations, the value chain, and
business partners.
In line with this commitment to the risk
management process, the company has
implemented a series of key initiatives:
Supplier and business partner risk
assessment:
Establish an overarching risk assessment for
suppliers and business partners.
Map risks across countries, products, and raw
materials in the entire value chain.
Emphasise in-depth evaluations based on their
risk profiles.
Explore the possibility of contracts with new
suppliers to include provisions safeguarding
human and labour rights.
Operational oversight:
Maintain operational oversight through site
visits to yards, vessels, and platforms.
Accountability measures:
Continue to hold operators within the supply
chain accountable.
Request detailed information on measures
taken to mitigate the risk of human rights
violations and ensure decent working conditions.
Travel:
Develop procedures and training programmes
for travel scenarios.
These measures and initiatives will help PetroNor
understand the risks related to human rights and
decent working conditions.
Furthermore, in the coming year, PetroNor plans to
diligently update its overall risk assessment across
all operational facets. This comprehensive review
aims to strengthen and refine the company's
approach to risk evaluation, ultimately bolstering
its ability to identify potential risks throughout the
entire value chain as well as in their own operations.
DUTY TO PROVIDE INFORMATION
PetroNor has established a procedure for handling
information requests under the Transparency
Act through its communication channel:
ir@
petronorep.com
, easily available on the dedicated
Transparency Act page on the company’s website.
No requests were made in 2023.
Oslo, Norway, 24 April 2024
Jens Pace
Interim CEO of PetroNor
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Consolidated statement of comprehensive income
.......................................................................
92
Consolidated statement of financial position
..................................................................................
93
Consolidated statement of changes in equity
.................................................................................
94
Consolidated statement of cash flows
..............................................................................................
95
Notes to the consolidated financial statements
............................................................................
96
Note 01
Corporate information
.........................................................................................................................................
96
Note 02
Basis of preparation
.............................................................................................................................................
96
Note 03
Significant accounting judgements, estimates and assumptions
...............................................................
96
Note 04
Revenue
.................................................................................................................................................................
97
Note 05
Cost of sales
...........................................................................................................................................................
98
Note 06
Administrative expenses
.....................................................................................................................................
98
Note 07
Finance expenses
.................................................................................................................................................
99
Note 08
Tax expense
...........................................................................................................................................................
99
Note 09
Earnings per share
..............................................................................................................................................
100
Note 10
Inventories
...........................................................................................................................................................
100
Note 11
Trade and other receivables
.............................................................................................................................
101
Note 12
Cash and cash equivalents
................................................................................................................................
101
Note 13
Segment information
.........................................................................................................................................
102
Note 14
Property, plant, and equipment
.......................................................................................................................
102
Note 15
Intangible assets
.................................................................................................................................................
103
Note 16
Trade and other payables
..................................................................................................................................
105
Note 17
Loans and borrowings
.......................................................................................................................................
105
Note 18
Provisions
.............................................................................................................................................................
106
Note 19
Deferred tax liabilities
........................................................................................................................................
106
Note 20
Share capital
........................................................................................................................................................
106
Note 21
Reserves
...............................................................................................................................................................
107
Note 22
Related party transactions
...............................................................................................................................
108
Note 23
Discontinued operations
..................................................................................................................................
113
Note 24
Risk management
...............................................................................................................................................
114
Note 25
Financial instruments
........................................................................................................................................
116
Note 26
Commitments and contingencies
....................................................................................................................
116
Note 27
Events subsequent to reporting date
.............................................................................................................
117
Note 28
Summary of accounting policies
......................................................................................................................
117
Financial statements
PetroNor E&P ASA
PETRONOR E&P ASA
ANNUAL REPORT 2023
90
Financial statements
Company statement of comprehensive income
– Petronor E&P ASA
.......................................
122
Company statement of financial position
– PetroNor E&P ASA
................................................
123
Company statement of changes in equity – PetroNor E&P ASA
..................................................
124
Company statement of cash flows – PetroNor E&P ASA
..............................................................
124
Notes to the financial statements – PetroNor E&P ASA
...............................................................
125
Note 01
Corporate information
.......................................................................................................................................
125
Note 02
Basis of preparation
...........................................................................................................................................
125
Note 03
Employee benefit expenses
..............................................................................................................................
125
Note 04
Auditors’ remuneration
.....................................................................................................................................
126
Note 05
Investments
.........................................................................................................................................................
126
Note 06
Other receivables
...............................................................................................................................................
127
Note 07
Equity
....................................................................................................................................................................
128
Note 08
Related parties
....................................................................................................................................................
129
Note 09
Risk management
...............................................................................................................................................
129
Note 10
Financial instruments
.......................................................................................................................................
130
Note 11
Commitments and contingencies
....................................................................................................................
130
Note 12
Events after the reporting period
....................................................................................................................
131
Note 13
Summary of accounting policies
......................................................................................................................
131
Statement of directors’ responsibility
............................................................................................
133
Auditor’s report
...................................................................................................................................
134
Glossary and definitions
.....................................................................................................................
139
Corporate directory
.............................................................................................................................
139
PETRONOR E&P ASA
ANNUAL REPORT 2023
91
Financial statements
Consolidated statement of comprehensive income
For the year ended 31 December
Amounts in USD thousand
Note
2023
2022
Revenue
4
187 329
146 066
Cost of sales
5
(70 669)
(46 210)
Gross profit
116 660
99 856
Exploration expense
(748)
(542)
Administrative expenses
6
(11 404)
(14 378)
Profit from operations
104 508
84 936
Finance expense
7
(3 291)
(3 322)
Foreign exchange gain / (loss)
(272)
(1 932)
Profit before tax
100 945
79 682
Tax expense
8
(39 852)
(47 579)
Profit for the year from continuing operations
61 093
32 103
Profit from discontinued operation
23
17 957
2 322
Profit for the period
23
79 050
34 425
Other Comprehensive income:
Exchange losses arising on translation of foreign operations
949
1 268
Items that may subsequently be reclassified to profit or loss
949
1 268
Total comprehensive income
79 999
35 693
Profit for the year attributable to:
Owners of the parent
67 833
27 037
Non-controlling interest
22a
11 217
7 388
Total
79 050
34 425
Total comprehensive income attributable to:
Owners of the parent
68 782
28 305
Non-controlling interest
22a
11 217
7 388
Total
79 999
35 693
Earnings per share attributable to members
(USD cents):
Basic profit per share
9
35.0
18.0
Diluted profit per share
9
35.0
18.0
The accompanying notes form part of these financial statements.
PETRONOR E&P ASA
ANNUAL REPORT 2023
92
Consolidated financial statements
Consolidated statement of financial position
At 31 December
Amounts in USD thousand
Note
2023
2022
ASSETS
Current assets
Inventories
10
17 839
18 824
Trade receivables
11
27 317
-
Other receivables
11
3 759
1 171
Cash and cash equivalents
12
46 249
24 816
Total current assets
95 164
44 811
Non-current assets
Property, plant and equipment
14
92 791
67 941
Intangible assets
15
7 860
42 283
Other receivables
11
43 707
29 432
Total non-current assets
144 358
139 656
Total assets
239 522
184 467
LIABILITIES
Current liabilities
Trade payables
16
11 954
15 437
Other payables
16
8 097
5 493
Loans and borrowings
17
5 500
5 500
Total current liabilities
25 551
26 430
Non-current liabilities
Loans and borrowings
17
-
5 500
Provisions
18
27 072
24 563
Deferred tax liabilities
19
-
9 031
Other payables
16
145
9 018
Total non current liabilities
27 217
48 112
Total liabilities
52 768
74 542
NET ASSETS
186 754
109 925
Issued capital and reserves attributable to owners of the parent
Issued capital
20
72 115
72 115
Reserves
21
796
(153)
Retained earnings
21
93 480
25 647
Total
166 391
97 609
Non-controlling interests
22a
20 363
12 316
Total equity
186 754
109 925
The accompanying notes form part of these financial statements.
The financial statements were approved and authorised for issue by the board of directors on 24 April 2024.
PETRONOR E&P ASA
ANNUAL REPORT 2023
93
Consolidated financial statements
Consolidated statement of changes in equity
Amounts in USD thousand
Note
Share
capital
Share
premium
Foreign
currency
translation
reserve
Retained
earnings
Non-
controlling
interest
Total
For the year ended 31 December 2023
Balance at 1 January 2023
159
71 956
(153)
25 647
12 316
109 925
Profit for the year
-
-
-
67 833
11 217
79 050
Other comprehensive income:
-
-
949
-
-
949
Total comprehensive loss for the year
-
-
949
67 833
11 217
79 999
Issue of capital
20
-
-
-
-
-
-
Share issue costs
20
-
-
-
-
-
-
Dividends to Non-controlling interest
-
-
-
-
(3 170)
(3 170)
Balance at 31 December 2023
159
71 956
796
93 480
20 363
186 754
For the year ended 31 December 2022
Balance at 1 January 2022
62 115
-
(1 421)
(1 390)
6 513
65 817
Profit/(loss) for the year
-
-
-
27 037
7 388
34 425
Other comprehensive income
-
1 268
-
-
1 268
Total comprehensive loss for the year
-
-
1 268
27 037
7 388
35 693
Unwinding PetroNor E&P Ltd (Australia) share capital
(62 115)
-
-
-
-
(62 115)
Issue of shares in PetroNor E&P ASA
22
149
61 966
-
-
-
62 115
Issue of ordinary shares as consideration for
business combination
22
10
9 990
-
-
-
10 000
Dividends to Non-controlling interest
-
-
-
-
(1 585)
(1 585)
Balance at 31 December 2022
159
71 956
(153)
25 647
12 316
109 925
The accompanying notes form part of these consolidated financial statements.
PETRONOR E&P ASA
ANNUAL REPORT 2023
94
Consolidated financial statements
Consolidated statement of cash flows
For the year ended 31 December
Amounts in USD thousand
Note
2023
2022
Cash flows from operating activities
Profit for the year before tax
100 945
79 682
Adjustments for:
Depreciation and amortisation
17 277
9 298
Unwinding of discount on decommissioning liability
2 440
842
Impairment reversal - inventory
-
(2 519)
Net foreign exchange differences
949
1 418
Finance expense
720
2 294
Total
122 331
91 015
(Increase)/decrease in trade and other receivables
(30 285)
12 631
Increase in advance against decommissioning cost
11
(618)
(2 595)
(Decrease)/increase in abandonment provision
(328)
3 652
Decrease/ (increase) in inventories
10
247
(10 078)
(Decrease) in trade and other payables
(1 931)
(11 875)
Cash (used in)/generated from operations
89 416
82 750
Income taxes paid
8
(39 852)
(47 579)
Net cash flows from operating activities
49 564
35 171
Investing activities
Purchases of property, plant and equipment
14
(38 253)
(35 756)
Purchases of intangible assets
15
(1 513)
(2 353)
Net cash flows from investing activities
(39 766)
(38 109)
Financing activities
Issue of ordinary shares
20
-
(52)
Proceeds from loans and borrowings
17
-
11 000
Repayment of loans and borrowings
17
(5 500)
(13 079)
Interest on loans and borrowings
17
(830)
(2 444)
Repayment of lease liability
(138)
(163)
Proceeds of discontinued operations
21 273
2 322
Dividends paid to non-controlling interest
(3 170)
(1 585)
Net cash from/(used in) financing activities
11 635
(4 001)
Net increase/(decrease) in cash and cash equivalents
21 433
(6 939)
Cash and cash equivalents at beginning of year
24 816
31 755
Cash and cash equivalents at end of year
12
46 249
24 816
The accompanying notes form part of these consolidated financial statements.
PETRONOR E&P ASA
ANNUAL REPORT 2023
95
Consolidated financial statements
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
96
Notes to the consolidated financial statements
Note 01
Corporate information
The financial report of the company and its subsidiaries
(together the “group”) for the year ended 31 December 2023
was authorised for issue in accordance with a resolution of the
Directors on 24 April 2024.
PetroNor E&P ASA is a ‘for profit entity’ and is a company
limited by shares incorporated in Norway. Its shares are
publicly traded on the Oslo Børs (code: PNOR), the main
regulated marketplace of the Oslo Stock Exchange, Norway.
The principal activities of the group are the exploration and
production of crude oil.
Note 02
Basis of preparation
PetroNor E&P ASA’s consolidated financial statements have
been prepared in accordance with IFRS
®
Accounting Standards
as adopted by the EU and are mandatory for financial
years beginning on or after 1 January 2023, and Norwegian
disclosure requirements listed in the Norwegian Accounting
Act as of 31 December 2023. The consolidated financial
statements have been prepared on the basis of uniform
accounting principles for similar transactions and events
under otherwise similar circumstances.
The financial report is presented in United States Dollars,
which is the functional currency for all the material
subsidiaries, and all values are rounded to the thousand
dollars unless otherwise stated.
GOING CONCERN
The board of directors confirms that the annual financial
statements have been prepared pursuant to the going concern
assumption, and that this assumption was realistic as at the
balance sheet date. The going concern assumption is based
upon the financial position of the group and the development
plans currently in place. In the board of directors’ view, the
annual accounts give a true and fair view of the group’s assets
and liabilities, financial position and results. PetroNor E&P ASA
is the parent company of the PetroNor Group. The financial
statements have been prepared on the assumption that the
PetroNor Group will continue as a going concern. The group
recognises that in order to fund on-going operations and pursue
organic and inorganic growth opportunities it will require
additional funding. This funding may be sourced through joint
venture equity or share issues or through debt finance.
As discussed in the board of directors’ report, the group
has continued to operate effectively with a strong balance
sheet and cashflow position, this has enabled the directors
of PetroNor (the “Directors”) to form the opinion that the
group will be in a position to continue to meet its liabilities and
obligations for a period of at least twelve months from the
date of signing this report.
This financial report does not include any adjustments relating
to the recoverability and classification of recorded asset
amounts or to the amounts and classification of liabilities that
might be necessary should the group not continue as a going
concern.
The following financial review is based on the financial
statements of PetroNor E&P ASA and its subsidiaries. The
statements have been prepared in accordance with IFRS
Accounting Standards as adopted by the EU as well as
Norwegian accounting legislation.
In the view of the board, the Statement of Comprehensive
Income, Statement of Changes in Equity, Statement of
Financial Position and Cashflow provide satisfactory
information about the operations, financial results and
position of the group and the parent company at 31 December
2023.
Note 03
Significant accounting judgements, estimates and assumptions
As part of recognising assets and liabilities certain estimates
have been prepared based on historical knowledge and best-
available current information. The management apply their
professional judgment when assessing the assumptions to
be used in the calculation of the estimates. Estimates assume
a reasonable expectation of future events and are based on
current trends and economic data, obtained both externally
and within the group.
Management has identified the following critical accounting
policies for which significant judgements, estimates and
assumptions are made. Actual results may differ from these
estimates under different assumptions and conditions and
may materially affect financial results or the financial position
reported in future period.
Further details of the nature of these assumptions and
conditions may be found in the relevant notes to the financial
statements.
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
97
HYDROCARBON RESERVE AND RESOURCE ESTIMATES
Hydrocarbon reserves are estimates of the amount of
hydrocarbons that can be economically and legally extracted
from the group’s oil and gas properties. The group estimates
its commercial reserves and resources based on information
compiled by appropriately-qualified persons relating to the
geological and technical data on the size, depth, shape and
grade of the hydrocarbon body and suitable production
techniques and recovery rates. Commercial reserves are
determined using estimates of oil and gas in place, recovery
factors and future commodity prices, the latter having an
impact on the total amount of recoverable reserves and the
proportion of the gross reserves which are attributable to the
host government under the terms of the Production-Sharing
Agreements. Future development costs are estimated using
assumptions as to the number of wells required to produce
the commercial reserves, the cost of such wells and associated
production facilities, and other capital costs. The current long-
term Brent oil price assumption used in the estimation of
commercial reserves is USD 70/bbl. The carrying amount of oil
and gas properties and licences at 31 December 2023 are shown
in Note 14 and 15.
The group estimates and reports hydrocarbon reserves in
line with the principles contained in the Society of Petroleum
Engineers (SPE) Petroleum Resources Management Reporting
System (PRMS) framework. As the economic assumptions used
may change and as additional geological information is obtained
during the operation of a field, estimates of recoverable
reserves may change. Such changes may impact the group’s
reported financial position and results, which include:
The carrying value of oil and gas properties may be affected
due to changes in estimated future cash flows, Note 14;
Depreciation and amortisation charges in the statement
of profit or loss and other comprehensive income may
change where such charges are determined using the Unit
Of Production (UOP) method, or where the useful life of the
related assets change, Note 14);
Provisions for decommissioning are subject to re-estimation
— where changes to reserves estimates affect expectations
about when such activities will occur and the associated cost
of these activities, Note 18.
DECOMMISSIONING COSTS
Decommissioning costs will be incurred by the group at the
end of the operating life of some of the group’s facilities and
properties. The group assesses its retirement obligation at
each reporting date. The ultimate decommissioning costs are
uncertain and cost estimates can vary in response to many
factors, including changes to relevant legal requirements, the
emergence of new restoration techniques or experience at
other production sites. The expected timing, extent and amount
of expenditure can also change, for example in response to
changes in reserves or changes in laws and regulations or
their interpretation. Therefore, significant estimates and
assumptions are made in determining the provision for
decommissioning costs. As a result, there could be significant
adjustments to the provisions established which would
affect future financial results. The provision at reporting date
represents management’s best estimate of the present value
of the future decommissioning costs required. Additional
information is provided in Note 18.
IMPAIRMENT OF OIL AND GAS ASSETS
Management must determine whether there are circumstances
indicating a possible impairment of the group’s oil and gas
assets. Changes in the circumstances or expectations of
future performance of an individual asset or a group of assets
may be an indicator that the asset is impaired, requiring the
carrying amount to be written down to its recoverable amount.
Assessment for indicators of impairment includes assessments
of expected future cash flows, future oil and gas prices, cost
profiles, indicators that the asset will be uneconomic to develop,
geological evaluation and the date of expiration of the licences.
Impairments other than impairments of goodwill are reversed
where impairment indicators are no longer present.
Note 04
Revenue
   
Amounts in USD thousand
2023
2022
Revenue from contracts from customers
   
Revenue from sales of petroleum products
1
120 893
72 837
Other Revenue
   
Assignment of tax oil
39 852
47 579
Assignment of royalties
26 584
25 650
Total Revenue
187 329
146 066
Quantity of oil lifted (barrels)
1 543 910
800 177
Average selling price (USD per barrel)
78.30
90.99
Quantity of net oil produced after royalty, cost oil and tax oil (barrels)
1 396 118
900 495
1) All revenue from the sales of petroleum products in 2023 is generated, recognised and transferred at a point in time. Invoices are due for settlement thirty
days from the Bill of Lading, the point at which crude oil had been loaded onto vessel for shipment. All Group revenue is derived from production in the
Republic of Congo from the PNGF Sud offshore asset. The group presents profit oil tax and royalties on a grossed-up basis as an income tax expense with
corresponding increase in oil and gas revenues and any associated royalties are included in cost of sales. Refer to Note 28(h) for additional information.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
98
Note 05
Cost of sales
   
Amounts in USD thousand
2023
2022
Operating expenses
20 795
16 636
Royalty
26 584
25 650
Depreciation and amortisation of oil and gas properties
17 119
9 134
Provision for Diversified Investment
1 772
1 710
Movement in oil inventory
4 399
(6 920)
Total
70 669
46 210
Note 06
Administrative expenses
   
Amounts in USD thousand
Note
2023
2022
Employee benefit expenses
6a
5 415
5 581
Travelling expenses
 
594
559
Legal and professional expenses
 
4 067
5 209
Corporate social responsibility
 
294
1 500
Business development
 
389
478
Other expenses
 
645
1 051
Total
 
11 404
14 378
6A.
EMPLOYEE BENEFIT EXPENSES
   
Amounts in USD thousand
2023
2022
Salaries
4 438
4 834
Short-term non-monetary benefits
641
490
Defined contribution pension cost
65
43
Social-security contributions and similar taxes
271
214
Total
5 415
5 581
PetroNor is required to have an occupational pension
scheme in accordance with the Norwegian law on required
occupational pension (“Lov om obligatorisk tjenestepensjon”).
The Norwegian subsidiary that employs staff PetroNor E&P
Services AS contributes to an external defined contribution
scheme and therefore no pension liability is recognised in the
statement of financial position.
Under the Pensions Act 2008 every employer in the UK
must put certain staff into a workplace pension scheme and
contribute towards it, PetroNor E&P Services Limited the
subsidiary that employs staff in the UK, contributes into an
external defined contribution scheme. As such, no pension
liability is recognised in the statement of financial position in
relation to the company’s UK based employees.
There are currently no share-based payment incentive
schemes in place for employees.
The cost of non-cash benefits to employees is disclosed as
short-term non-monetary benefits above. Detailed disclosures
on employee profiles is included within the social information
section of the Sustainability Report.
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
99
6B.
AUDITORS’ REMUNERATION
   
Amounts in USD thousand
2023
2022
Paid or payable to BDO
   
Audit review of financial reports
   
BDO AS
358
178
BDO Network firms
59
131
Total
417
309
Other non-assurance services
   
BDO related practices
12
19
Total
12
19
Paid or payable to other audit firms
   
Audit or review of financial reports
67
47
Other non-assurance services
121
104
Total
188
151
Fees, excluding VAT, to the auditors are included in administration expenses.
Note 07
Finance expenses
   
Amounts in USD thousand
Note
2023
2022
Unwinding of discount on decommissioning liability
18
2 440
842
Loan structuring fee
 
-
165
Finance cost on lease liabilities
 
38
64
Interest on loans
17
813
1 042
Other interest
 
-
1 209
Total
 
3 291
2 322
Note 08
Tax expense
Tax expense excluding tax on sale of discontinued operation.
   
Amounts in USD thousand
2023
2022
Petroleum revenue tax expense
   
Current income tax charge
39 852
47 579
Total tax expense reported in the consolidated statement of comprehensive income
39 852
47 579
The petroleum revenue tax expense relates solely to the
subsidiary in Congo and represents the assignment of tax oil
on the revenue from sales of petroleum products, Note 4.
A taxable gain arises on the farm-out of the Guinea-Bissau
assets as historic tax losses relating to the venture had been
consumed as group relief by the previous holder of the licence
assets. This tax expense is included within discontinued
operations, refer to Note 23.
There was no income tax expense in the other subsidiaries’
jurisdictions nor in the parent’s jurisdiction as these
companies are in taxable loss positions in both 2023 and 2022.
Average effective tax rate for the year was 21% (2022: 33%)
based on gross revenue of the group.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
100
Note 09
Earnings per share
On 16 June 2023 PetroNor announced that the reverse share
split in the ratio 10:1 had been registered with the Norwegian
Register of Business Enterprises. Following such registration,
the share capital of the company is NOK 1 423 568.55 divided
into 142 356 855 shares, each with a nominal value of NOK
0.01. EPS has been adjusted by a factor of ten on the face of
the Consolidated Income Statement so as to be comparative.
There are nil options as at 31 December 2023 (31 December
2022: nil).
   
Amounts in USD thousand
2023
2022
Profit attributable to ordinary shareholders from continuing operations
   
Profit attributable to the ordinary equity holders used in calculating
   
basic / diluted profit per share
52 479
22 393
Profit attributable to the ordinary equity holders used in calculating
   
basic / diluted profit per share
52 479
22 393
Weighted average number of ordinary shares outstanding during the period
   
used in the calculation of profit / (loss) per share
   
Basic
142 356 855
137 223 692
Diluted
1)
142 356 855
137 272 989
Earnings per share
   
Basic
35.0
18.0
Diluted
35.0
18.0
1)
The number of shares has been restated so as to be comparative to 2024 share basis.
Note 10
Inventories
   
Amounts in USD thousand
2023
2022
Crude oil inventory
3 078
7 475
Materials and supplies
14 761
11 349
Total
17 839
18 824
Crude oil inventory is valued at cost of USD 28.98 per bbl
(2022: USD 29.43 per bbl). This is calculated by dividing the
direct production costs USD 64.6 million (2022: 51.2 million)
by the unit production cost USD 2.23 million bbls (2022: 1.74
million bbls).
The crude oil inventory and the material and supplies
inventory are valued at the lower of cost and net realisable
value. Cost is determined using the weighted average method.
Net realisable value is the estimated selling price, less
applicable selling expenses. The cost of inventory includes all
costs related to bringing the inventory to its current condition,
including processing costs, labour costs, supplies, direct
and allocated indirect operating overhead and depreciation
expense, where applicable, including allocation of fixed and
variable costs to inventory. In the current accounting period
inventory for the Guinea-Bissau drilling campaign was written
down to the net realisable value obtained in a post period sale.
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
101
Note 11
Trade and other receivables
Amounts in USD thousand
2023
2022
Recoverability less than one year
   
Trade receivables
27 317
-
Other receivables
3 759
1 171
Total
31 076
1 171
Recoverability more than one year
   
Other receivables:
   
Due from related parties
11 057
-
Fair value of contingent consideration
2 600
-
Advance against decommissioning cost
1
33 650
29 432
Total
43 707
29 432
1) In addition to the booking of decommissioning cost asset and liability, the contractors group and the Congolese Government have decided to set up funds
for the decommissioning cost in an escrow account which is managed by the operator. The advances of the funds for the year are made on the basis of an
average rate of USD 0.28 per barrel produced (2022: USD 1.60 per barrel). Refer to Note 18 for further details on the decommissioning liability.
The group has adopted the simplified approach allowed under
IFRS 9 Financial Instruments where the group measures the
provision for impairment for trade receivables and amounts
due from related parties at an amount equal to lifetime ECL.
The ECL on trade receivables are estimated using a provision
matrix by reference to past default experience of the debtor
and an analysis of the debtors’ current financial pposition.
This is adjusted for factors specific to the debtors’ general
economic conditions and forward-looking elements of the
industry in which the debtors operate. It also includes an
assessment of both the current and forecasted direction of
conditions at the reporting date. The group has established
a provision matrix that is based on its historical credit-loss
experience, adjusted for forward-looking factors specific to
the debtors and the economic environment. At 31 December
2023, the provision for the group is nil.
Trade receivables of USD 27 317 reflect the occurrence of an
sale on 15 December 2023 this amount is still outstanding at
31 December 2023, in 2022 all trade receivable balances had
been settled by 31 December.
The group disposed of its interests in fully owned subsidiaries
Aje Nigeria Holding B.V., Aje Services Holding B.V. and Aje
Production Ltd. The transaction completed on 29 December
2023 with the consideration of USD 10 million expected
to be paid via the allotment and issue of new shares in
Aje Production AS. The disposal forms part of the YFP DW
joint venture transaction, where the fair value of the new
investment has been assessed and will be recognised as an
investment in associate when the consideration is paid. USD
1 million relates to an assignment fee to be recovered from
the joint venture in due course. Refer to Note 22a for further
information.
On June 27, 2023, PetroNor E&P ASA announced the farm-out
of the exploration licences in Guinea-Bissau. On this occasion,
PetroNor E&P AB entered into a binding agreement to transfer
100 percent of its participation interest in the two exploration
licences to Apus Energia Guiné Bissau SA. Under the terms of
the agreement, effective January 1, 2023, PetroNor received
a payment of USD 21.3 million upon completion of the
transaction, plus costs incurred in 2023 after January 1, 2023
and up to the point of completion of USD 1.6 million. The
company will be eligible for two additional contingent earnout
payments of USD 30 million each. The first payment would be
made after government approval of a Field Development Plan.
The second payment would be made after the achievement
of continuous oil production. PetroNor have assessed the fair
value of the contingent consideration as at 31 December 2023
to be USD 2.6 million.
Note 12
Cash and cash equivalents
Amounts in USD thousand
2023
2022
Cash in bank
46 217
24 775
Restricted cash
32
41
Total
46 249
24 816
Restricted cash at 31 December 2023 represents ringfenced cash payable to Norwegian authorities in relation to employment
obligations.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
102
The following table represents the changes in liabilities arising from financing activities through cash flows and non-cash changes:
   
 
Non-current
Current
 
Amounts in USD thousand
borrowings
borrowings
Total
As at 1 January 2023
5 500
5 500
11 000
Cash flows
-
(5 500)
(5 500)
Non-cash flows
(5 500)
5 500
-
At 31 December 2023
-
5 500
5 500
As at 1 January 2022
-
13 079
13 079
Cash flows
5 500
(7 579)
(2 079)
Non-cash flows
-
-
-
At 31 December 2022
5 500
5 500
11 000
Note 13
Segment information
Operating segments have been identified based on the
information available to chief operating decision-makers –
being the board and the executive management team.
For management purposes, the group is organised into one
main operating segment, which involves exploration and
production of hydrocarbons. All of the group's activities are
interrelated, and discrete financial information is reported
to Chief Operating Decision Maker as a single segment.
Accordingly, all significant operating decisions are based upon
analysis of the group as one segment. The financial results
from this segment are equivalent to the financial statements
of the group as a whole.
The group only has one operating segment, being exploration
and production of hydrocarbons.
The analysis of the location of non-current assets is as follows:
   
Amounts in USD thousand
2023
2022
Congo
120 798
98 876
Gambia
5 461
4 507
Guinea-Bissau
2 600
667
Nigeria
1
35 226
Norway
11 324
380
Other
174
-
Total
144 358
139 656
Note 14
Property, plant, and equipment
PRODUCTION ASSETS AND EQUIPMENT
   
Amounts in USD thousand
2023
2022
Cost
   
At 1 January
90 883
53 585
Additions
42 076
37 298
Disposals in relation to loss of control of entities (refer to Note 22a)
(926)
-
At 31 December
132 033
90 883
Depreciation
   
At 1 January
22 942
14 144
Charge for the year
16 690
8 798
Depreciation on disposals
-
-
At 31 December
39 242
22 942
Net carrying amount
   
At 31 December
92 791
67 941
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
103
Production assets and equipment are carried at the following values:
Amounts in USD thousand
2023
2022
Oil & gas CAPEX
84 589
62 544
Decommissioning costs
7 864
4 900
Other
30
35
Total
92 473
67 479
PPE assets are distributed geographically as follow:
   
Amounts in USD thousand
2023
2022
Congo
92 473
66 542
Nigeria
-
927
Other
10
10
Total
92 483
67 479
Amounts in USD thousand
2023
2022
Right-of-use assets
308
462
The carrying value of production assets are assessed against
their risked economic value for indicators of impairment. Two
of the key factors in the economic evaluation of hydrocarbon
assets are the future oil prices and the recoverable reserves of
the assets, the bench mark oil price used economic valuations
was USD 70/bbl. Please reference the Reserves report and the
reserves table included in Note 15. There were no indicators of
impairment.
Note 15
Intangible assets
LICENCES AND APPROVALS
Amounts in USD thousand
2023
2022
Cost
At 1 January
37 831
11 210
Additions in relation to business combinations
-
24 268
Additions
1 129
2 353
Disposals
(667)
-
Disposals in relation to loss of control of entities (refer to Note 22a)
(25 268)
-
At 31 December
13 025
37 831
Accumulated amortisation and impairment
At 1 January
4 579
4 038
Amortisation
586
541
Impairment
-
-
At 31 December
5 165
4 579
Net carrying value
At 1 January
33 252
7 172
At 31 December
7 860
33 252
GOODWILL
   
Amounts in USD thousand
2023
2022
Cost
At 1 January
9 031
-
Additions in relation to business combinations
-
9 031
Disposals in relation to loss of control of entities (refer to Note 22a)
(9 031)
-
At 31 December
-
9 031
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
104
GOODWILL
During 2023, the technical goodwill has subsequently been
derecognised as part of the disposal of the entities and assets
in which they originated from. Goodwill of USD 9.0 million at
31 December 2022 consisted of technical goodwill related to
the acquisition that occurred during the prior year. Refer to
Note 22a for more information.
LICENCE OVERVIEW
Congo
In 2017, subsidiary company Hemla E&P Congo SA acquired
interests in three development and production permits
(Tchendo II: 20%; Tchibouela II: 20% and Tchibeli-Litanzi II: 20%)
which will respectively end in December 2037, for each of them,
with possible extensions for 5 years. All these three licences
are called or named collectively “PNGF Sud” and together
comprise an area of 482.28km
2
. The operator of the licences
is Perenco, and the carrying value as at 31 December 2023 is
USD 2.2 million. This number is net of depletion, the Congo
intangible assets are the only intangibles in active use and being
amortised.
Nigeria
On 29 December 2023, PetroNor E&P ASA transferred its
interests in OML113 to the joint venture Aje Production AS.
Upon completion, PetroNor will own 52% of Aje Production
AS resulting in a 15.5% participating interest and an economic
interest of 38.755% in OML 113. The OML 113 licence is
operated by Yinka Folawiyo Petroleum. There were two
producing wells prior to suspending production in November
2021 due to the terminated contract with the FPSO, the Aje-4
with oil production and Aje-5ST2 with oil and gas production.
The licence was renewed in 2018 and has a twenty-year term.
The current strategy is to update the field development plan
to expedite gas development and overall redevelopment of
the venture. Once the transaction has completed, PetroNor’s
interest will be classified as a joint venture.
The Gambia
The A4 licence area is 1 376km
2
and is operated by Company
subsidiary PetroNor E&P Gambia Ltd. PetroNor secured a new
exploration licence (PEPLA) on 18 November 2022 and entered
into the first exploration period which has a duration of three
years. PetroNor hold 90% equity with the Gambia National
Petroleum Company as partner (10% equity). At 31 December
2023 the carrying value of the A4 licence is USD 5.5 million.
Guinea-Bissau
PetroNor announced the farm-out of 100% of the equity in
both Sinapa and Esperança licences to Apus Energy Guiné-
Bissau SA (“Apus Energy”). As a result, USD 0.7 million in
intangible assets were derecognised and transferred and
the group recognised 22.9 million as a cash contribution to
past costs. If the Atum-1X well proves successful, and the
subsequent development produces oil and/or gas, a further
USD 60 million will be paid. This would be split into USD 30
million paid on government approval of a field development
plan and USD 30 million on achievement of continuous
production. The timing is uncertain in this scenario with
appraisal drilling and development planning and construction
of facilities necessary before first oil. Based on analogous
projects this is likely to take at least four years from
exploration well success if the project moves at a rapid pace.
Senegal
The company’s subsidiary African Petroleum Senegal Limited
received the decision of the arbitration proceedings with the
International Centre for the Settlement of Investment Disputes
(ICSID) regarding the interests in the Senegal Offshore Sud
Profond and Rufisque Offshore Profond blocks in Senegal
(ICSID case ARB/18/24) on 17 November 2023.
The ruling rejects claims by APSL and counter claims by
the Republic of Senegal. APSL had been ordered to pay
approximately USD 3 million in respect of 90% of the Tribunal
costs and the Republic of Senegal’s legal expenses. The ruling
confirms that APSL no longer holds the Senegal Offshore
Sud Profond and Rufisque Offshore Profond licences. No
capitalised licence interests were previously held on the
balance sheet.
IMPAIRMENT ASSESSMENT
Group assets are assessed for indicators of impairment on a
periodic basis. Indicators of impairment would be for example
a licence that is approaching the end of its term or a licence
where management have indicated that there are no plans
to continue with exploration and evaluation, or evaluation
work which indicated that an asset would be uneconomic. The
carrying value of intangible assets were assessed against their
risked economic value and no assets were impaired in the
period ended 31 December 2023 .
RESERVES
The group has adopted a policy of regional reserve reporting
using external third-party companies to audit its work and
certify reserves and resources. Reserve and contingent
resource estimates comply with the definitions set by the
Petroleum Resources Management System (“PRMS”) issued
by the Society of Petroleum Engineers (“SPE”), the American
Association of Petroleum Geologists (“AAPG”), the World
Petroleum Council (“WPC”) and the Society of Petroleum
Evaluation Engineers (“SPEE”) in March 2007. AGR Petroleum
Services AS provided the third party verifications of the PNGF
Sud reserves. CPR Tracs International Limited provided the
third party verification of the Aje reserves.
The following is a summary of key results from the reserve
reports (net of the group’s share):
Asset
1P reserves
2P reserves
3P reserves
 
MMboe
MMboe
MMboe
PNGF Sud
11.04
16.10
20.77
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
105
Definitions:
1P) Proved reserves
Proved reserves are those quantities of petroleum, which by
analysis of geoscience and engineering data, can be estimated
with reasonable certainty to be commercially recoverable,
from a given date forward, from known reservoirs and
under defined economic conditions, operating methods, and
government regulations.
2P) Proved plus probable reserves
Probable reserves are those additional reserves which analysis
of geoscience and engineering data indicate are less likely to
be recovered than proved reserves but more certain to be
recovered than possible reserves.
3P) Proved plus probable plus possible reserves
Possible reserves are those additional reserves which analysis
of geoscience and engineering data indicate are less likely to
be recovered than probable reserves.
Note 16
Trade and other payables
   
Amounts in USD thousand
Note
2023
2022
Amounts due less than one year:
     
Trade payables
 
11 954
15 437
Due to related parties
22d
305
2 019
Taxes and state payables
 
4 162
787
Other payables and accrued liabilities
 
3 630
2 687
Total
 
20 051
20 930
Amounts due more than one year
     
Other payables
 
145
9 018
Total
 
145
9 018
Note 17
Loans and borrowings
   
Amounts in USD thousand
2023
2022
At 1 January
11 000
13 079
Received
-
11 000
Principal repayment
(5 500)
(13 079)
Interest on loan accrued
813
1 042
Interest on loan paid
(813)
(1 042)
At 31 December
5 500
11 000
Ageing of loans payable
   
Current
5 500
5 500
Non-current
-
5 500
Total
5 500
11 000
On 29 December 2022, HAH and Acqua Diversified Holdings
SPC entered into an amended agreement to advance an
additional USD 11.0 million USD to be paid in eight quarterly
instalments of USD 1.375 million. The facility carries an interest
rate of 11.0%, and due to the group corporate restructure in
February 2022, in addition to the previous security provided, a
corporate guarantee was provided by PetroNor E&P ASA.
The Acqua Diversified Holdings SPC loan has the following
covenants and undertakings:
Cash equal to the quarterly instalments must be maintained
on specific bank accounts of HAH or HEPCO on a recurring
basis;
At least USD 6.0 million from HEPCO oil sales must be paid
into the collection account on a 3-month rolling basis;
PetroNor to maintain shareholding level in excess of 70% in
subsidiary company HAH;
HAH to maintain shareholding level in excess of 74.25% in
subsidiary company HEPCO;
HAH shareholder equity ratio shall not be less than 30%;
HAH duty to report on financial statements, pledged bank
account activity and oil inventory;
Restrictions on distributions to HAH shareholders, unless
sufficient liquidity with cash balances exceeding USD 10.0
million immediately before any such distribution, and
distribution does not exceed 75% consolidated HAH net
profit in any year.
All covenants were complied with and there were no
notifications of breaches during the year for the loan payable
to Acqua Diversified Holdings SPC.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
106
Note 18
Provisions
DECOMMISSIONING LIABILITY
In accordance with joint venture agreements and legislation,
the wellheads, production assets, pipelines and other
installations may have to be dismantled and removed from oil
and natural gas fields when the production ceases. The exact
timing of the obligations is uncertain and depends on the rate
the reserves of the field are depleted.
Based on the existing production profile of the PNGF Sud field
and the size of the reserves, it is expected that expenditure
on retirement is likely to be after more than ten years. The
current bases for the provision are a discount rate of 6.5%
(2022: 6.5%) and an inflation rate of 3.0% (2022: 1.6%). The
initial decommissioning liability (ARO) study was prepared
internally by the operator Perenco and was presented to ARO
Committee in 2018. The company reassessed the applicable
discount rate during 2023 based on the rates of government
bonds issued in the Congo during the year. The impact of the
change in discount factor was not considered material.
The following table presents a reconciliation of the beginning
and ending aggregate amounts of the obligations associated
with the retirement of oil and natural gas properties:
Decommissioning provision
   
Amounts in USD thousand
Note
2023
2022
At 1 January
 
20 912
16 302
Arising during the year
 
4 284
3 768
Derecognised due to loss of control of entities
22a
(3 887)
-
Unwinding of discount on decommissioning
7
2 440
842
At 31 December
 
23 749
20 912
Other provisions
 
3 323
3 651
Total provisions
 
27 072
24 563
Note 19
Deferred tax liabilities
Changes in net deferred tax liabilities during the year were as follows:
   
Amounts in USD thousand
2023
2022
Net deferred tax liability at 1 January
(9 031)
-
Acquisitions and disposals
9 031
(9 031)
Net deferred tax liability at 31 December
-
(9 031)
Deferred tax assets have not been brought to account in
respect of tax losses and unrecognised capital allowances
because as at 31 December 2023 it is uncertain when future
taxable amounts will be available to utilise those temporary
differences and losses. The primary income generating unit
of the group is in a jurisdiction where taxes are an in-kind
production levy. The status of asset development in other
jurisdictions is such that profits are not yet being recorded.
Management is therefore not yet able to perform an
assessment that deferred tax assets can be realised. As at 31
December 2023, the carried forward gross tax loss is USD 127
million (2022: USD 132 million). Carried forward losses from
previous periods do not have an expiry date.
Note 20
Share capital
Ordinary shares participate in dividends and the proceeds on
winding up of the company in proportion to the number of
shares held and in proportion to the amount paid up on the
shares held.
At shareholders’ meetings, each ordinary share entitles the
holder to one vote in proportion to the paid-up amount of the
share when a poll is called, otherwise each shareholder has
one vote on a show of hands.
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
107
Reconciliation of movement in shares on issue
Number of fully paid ordinary shares
2023
2022
Balance at the beginning of the year
1 423 568 543
1 326 991 006
Issue of shares
7
96 577 537
Reverse share split
(1 281 211 695)
-
Balance at end of the year
142 356 855
1 423 568 543
Reconciliation of movements in issued capital
Amounts in USD thousand
2023
2022
Opening balance
159
62 115
Reversal of shares as part of redomicile
3
-
(62 115)
Issue of shares in PetroNor E&P ASA as part of redomicile
3
-
149
Share capital issued as consideration for business combination
2
-
10
Balance at end of the period
159
159
1)
On 16 June 2023, PetroNor announced that the reverse share split in the ratio 10:1 had been registered with the Norwegian Register of Business Enterprises.
Following such registration, the share capital of the company is NOK 1 423 568.55 divided into 142 356 855 shares, each with a nominal value of NOK 0.01.
2)
On 13 July 2022, PetroNor E&P ASA completed the acquisition of Pan-Petroleum Nigeria Holding BV and Pan-Petroleum Services Holdings BV that hold
100% of the shares in Pan-Petroleum AJE Ltd. The upfront consideration was USD 10 million paid via the allotment and issue of 96 577 537 new PetroNor
shares. The shares were issued at the nominal value of 0.001 NOK USD using the daily exchange rate published by the Bank of England. Refer to Note 23 for
additional information.
3)
On 24 February 2022: The company issued 1 326 991.006 ordinary shares as part of the implementation of the scheme of arrangement and redomicile
from Australia to Norway. Shares are issued at the nominal value of 0.001 NOK and translated to 0.01 USD using the rate of exchange on the day of issue.
Share premium
Share premium reserve represents excess of subscription
value of the shares over the nominal amount.
Amounts in USD thousand
2023
2022
Opening balance
71 956
-
Issue of shares as part of redomicile
-
61 966
Share capital issued as consideration for business combination
-
9 990
Balance at end of the period
71 956
71 956
Note 21
Reserves
The movement in reserves are reflected in the statement of
changes in equity.
Foreign currency translation reserve
The foreign currency translation reserve is used to recognise
foreign currency exchange differences arising on translation of
functional currency to presentation currency.
Retained earnings
All other net gains and losses and transactions with owners
not recognised elsewhere.
Dividends
No dividends were declared during the year by the Parent
Company.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
108
Note 22
Related party transactions
22A.
SUBSIDIARIES
The principal subsidiaries of the PetroNor E&P ASA, all of
which have been included in these consolidated financial
statements, are as follows:
     
Proportion of effective ownership
 
     
interest at 31 December
 
 
Country of
Principal place
   
Name
incorporation
of business
2023
2022
PetroNor E&P Pty Limited
       
(Previously called PetroNor E&P Ltd)
Australia
Australia
100%
100%
PetroNor E&P Ltd
Cyprus
Cyprus
100%
100%
PetroNor E&P Services AS
Norway
Norway
100%
100%
PetroNor E&P Services Ltd
United Kingdom
United Kingdom
100%
100%
PetroNor E&P AB
Sweden
Guinea-Bissau
100%
100%
PetroNor E&P Ltd
Nigeria
Nigeria
100%
100%
PetroNor E&P Gambia Ltd
Cayman Islands
The Gambia
100%
100%
Hemla Africa Holding AS
Norway
Norway
100%
100%
Hemla E&P Congo SA
Congo
Congo
84.15%
84.15%
African Petroleum Corporation Ltd
Cayman Islands
United Kingdom
100%
100%
African Petroleum Senegal Ltd
Cayman Islands
Senegal
90%
90%
African Petroleum Senegal SAU
Senegal
Senegal
90%
90%
Aje Production AS
Norway
Norway
100%
100%
Aje Services Holding BV (Previously called
       
Pan-Petroleum Services Holding BV)
Netherlands
Netherlands
-
100%
Aje Nigeria Holding BV (Previously called
       
Pan-Petroleum Services Holding BV)
Nigeria
Nigeria
-
100%
Aje Production Ltd (Previously called
       
Pan-Petroleum Aje Ltd)
Nigeria
Nigeria
-
100%
HEMLA E&P CONGO SA
Material non-controlling interests
The group holds 84.15% of the share capital of Hemla E&P Congo SA. Set out below is summarised financial information for the
subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for the subsidiary are before
inter-company eliminations.
Summarised statement of financial position
   
Hemla E&P Congo SA
Amounts in USD thousand
2023
2022
Current asset
61 523
28 363
Current liabilities
12 836
11 210
Current net assets
48 687
17 153
Non-current assets
124 798
98 876
Non-current liabilities
27 084
20 804
Non-current net assets/(liabilities)
97 614
78 072
Net assets
146 301
95 225
Accumulated NCI
24 138
16 091
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
109
Summarised statement of comprehensive income
   
Hemla E&P Congo SA
Amounts in USD thousand
2023
2022
Revenue
187 330
146 067
Profit for the period
71 175
45 503
Other comprehensive income
-
-
Total comprehensive income for the year
71 175
45 503
Profit allocated to NCI
11 217
7 461
Dividends paid to NCI
3 170
1 585
Summarised cash flows
   
Hemla E&P Congo SA
Amounts in USD thousand
2023
2022
Cash flows from operating activities
64 332
41 847
Cash flows from investing activities
(38 252)
(38 349)
Cash flows from financing activities
(19 700)
(10 028)
Net increase/(decrease) in cash and cash equivalents
6 380
(6 530)
Aje Entities (OML113)
During the period, the group disposed of its interest in fully
owned subsidiaries Aje Nigeria Holding B.V., Aje Services
Holding B.V. and Aje Production Ltd. The transaction
completed on 29 December 2023 with the consideration of
USD 10 million expected to be paid via the allotment and issue
of new shares in Aje Production AS. The disposal forms part
of the YFP DW joint venture transaction where the assets and
liabilities of the subsidiaries have been fully derecognised. The
fair value of the new investment has been assessed and will be
recognised as a joint venture when the consideration is paid.
As a result, the operations have not changed in relation to OML
113. The venture will continue to progress with redevelopment
of the OML 113 field and as such, PetroNor have assessed that
this disposal will not be classified as a discontinued operation.
Financial information relating to the disposal for the period to
the date of disposal is set out below. The carrying amount of
assets and liabilities as at the date of disposal (29 December
2023) were:
Amounts in USD thousand
29 December 2023
Property, plant and equipment
926
Intangible assets
25 268
Goodwill
9 031
Other receivables
7
Cash
51
Total assets
35 283
Trade creditors
(3 023)
Other payables
(9 139)
Deferred tax liabilities
(9 031)
Provision for decommissioning cost
(3 887)
Total liabilities
(25 080)
Net assets
10 203
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
110
Amounts in USD thousand
29 December 2023
Consideration received or receivable
 
Consideration shares receivable
10 000
Total disposal consideration
10 000
Net assets
(10 203)
Loss on disposal
1
(203)
1)
Loss on disposal is included within administrative expenses in the consolidated statement of
comprehensive income.
22B.
BOARD AND KEY MANAGEMENT PERSONNEL REMUNERATION
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the group, including the Directors listed on page 36, and the following other key personnel:
Jens Pace
Interim chief executive officer
Claus Frimann-Dahl
Chief technical officer
Emad Sultan
Strategy and contracts manager
Michael Barrett
Exploration manager
Chris Butler
Group financial controller
At the approval date of this report the base salary and fees for
the following members of key management is as follows:
     
Base salary and fees
Total base salary and
Individual
Title
Group entity
/per annum
fees USD equivalent
   
PetroNor E&P Services AS
1
USD 174 000
 
E Alhomouz
Chair
   
294 000
   
Hemla E&P Congo SA
USD 120 000
 
J Iskander
Director
2
 
Nil
Nil
I Tybring-Gjedde
Director
PetroNor E&P Services AS
NOK 450 000
42 750
G Kielland
Director
PetroNor E&P Services AS
NOK 450 000
42 750
J Norman-Hansen
Director
PetroNor E&P Services AS
NOK 450 000
42 750
A Fawzi
Director
PetroNor E&P Services AS
NOK 450 000
42 750
J Pace
Interim chief executive officer
PetroNor E&P Services AS
GBP 360 000
450 000
E Sultan
Strategy & contracts manager
PetroNor E&P Services AS
USD 252 000
252 000
C Frimann-Dahl
Chief technical officer
PetroNor E&P Services AS
NOK 2 625 000
249 475
M Barrett
Exploration officer
PetroNor E&P Services Ltd
GBP 225 750
282 188
   
PetroNor E&P Services Ltd
GBP 147 000
 
C Butler
Group financial controller
   
249 750
   
Hemla E&P Congo SA
USD 66 000
 
1) Fees are charged by related party Petromal LLC and are not paid to the individual; above figures represent the company’s fair value estimate of associated
costs for the individual’s services.
2) J Iskander elected not to be remunerated, as he is not considered an independent board member due to connections to the largest company shareholder.
FX rates used:
NOK 1.00 : USD 0.095
|
GBP 1.00 : USD 1.25
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
111
Remuneration of board and key management personnel 2023
   
         
Post-
 
   
Salary
 
Other cash
employment
 
Amounts in USD
Designation
and fees
Bonus
benefits
benefits
Total
E Alhomouz
1
Chair
294 000
-
-
-
294 000
I Smines Tybring
           
Gjedde
Director
38 685
-
-
-
38 685
G Kielland
Director
38 685
-
-
-
38 685
Azza Samir Fawzi
Director
32 763
-
-
-
32 763
Jarle Norman-Hansen
Director
32 763
-
-
-
32 763
J Pace
Interim chief executive officer
530 111
-
-
-
530 111
C Frimann-Dahl
2
Chief technical officer
240 053
42 123
719
13 493
296 388
M Barrett
2
Exploration manager
280 755
47 678
1 731
-
330 164
C Butler
2
Group financial controller
243 400
31 202
2 427
17 740
294 769
E Sultan
Strategy and contracts manager
244 000
-
-
-
244 000
Total
 
1 975 215
121 003
4 877
31 233
2 132 328
1) USD 174 000 of the fees above is not paid to the individual, these fees charged on an arms-length basis are included in a monthly lump sum charged by
related party Petromal LLC, above figures represent the company’s fair value estimate of associated costs for the individual’s services.
2) Bonus received was determined at the discretion of the remuneration committee, contingent upon both company performance and individual contributions.
Remuneration of of board and key management personnel 2022
   
         
Post-
 
   
Salary
 
Other cash
employment
 
Amounts in USD
Designation
and fees
Bonus
benefits
benefits
Total
E Alhomouz
1
Chair
294 000
-
-
-
294 000
J Iskander
Director
-
-
-
-
-
I Smines Tybring Gjedde
Director
34 598
-
-
-
34 598
G Kielland
Director
34 598
-
-
-
34 598
A Neuling
2
Director
5 728
-
-
-
5 728
R Steinepreis
2
Director
5 728
-
-
-
5 728
J Pace
1
Interim chief executive officer
443 500
-
-
-
443 500
C Frimann-Dahl
Chief technical officer
253 080
-
769
20 524
274 373
M Barrett
Exploration manager
279 445
-
884
2 080
282 409
C Butler
Group financial controller
173 059
92 177
5 747
17 306
288 289
E Sultan
Strategy and contracts manager
233 000
-
-
-
233 000
A Hicks
Company secretary
3 598
-
-
-
3 598
Total
 
1 760 334
92 177
7 400
39 910
1 899 821
1 USD 174 000 of the fees above is not paid to the individual, these fees charged on an arms-length basis are included in a monthly lump sum charged by
related party Petromal LLC, above figures represent the company’s fair value estimate of associated costs for the individual’s services.
2 Individuals are Board members or management of the previous Australian top company, the above figure represents their remuneration up until the group
restructure on 24 February 2022.
Share holdings by directors and other key management personnel
   
 
Balance
Shares
Granted as
Net change
Balance
 
1 January 2023
purchased
remuneration
other
31 December 2023
J Pace
146 553
-
-
-
146 553
M Barrett
115 167
-
-
-
115 167
C Butler
23 430
-
-
-
23 430
C Frimann-Dahl
60 456
-
-
-
60 456
Total
345 606
-
-
-
345 606
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
112
At 31 December 2023, Eyas Alhomouz held no shares
personally but holds influence over 48 148 167 shares (2022:
48 148 167 shares) as the CEO of significant shareholder
Petromal LLC. All of the shares held by Petromal LLC are
recorded in the name of nominee company, Clearstream
Banking S.A. on behalf of Petromal LLC.
On 16 June 2023, PetroNor announced that the reverse share
split in the ratio 10:1 had been registered with the Norwegian
Register of Business Enterprises. The opening balances have
been restated to reflect this.
Other board members and key management not included in
the above table held no shares during the current year.
No warrants or options were held by board members or key
management personnel during the current year.
22C.
SIGNIFICANT SHAREHOLDERS
   
   
Ownership
Ownership
Shareholder
Place of incorporation
31 December 2023
31 December 2022
Petromal LLC – Sole Proprietorship LLC
UAE
33.82%
33.82%
Symero Ltd
Cyprus
9.75%
9.75%
NOR Energy AS
Norway
8.62%
9.49%
Ambolt Invest AS
Norway
6.15%
6.15%
Gulshagen III AS
Norway
3.16%
3.16%
Gulshagen IV AS
Norway
3.16%
3.16%
All of the shares held by Petromal LLC are recorded in the name of nominee company, Clearstream Banking S.A. on behalf of
Petromal LLC. Symero Ltd is a company owned by NOR Energy AS, which in turn is controlled jointly by former key management of
PetroNor, Knut Søvold, and Gerhard Ludvigsen. Gulshagen III AS and Gulshagen IV AS are also controlled by Knut Søvold. Ambolt
Invest AS is a company controlled by Jarle Norman-Hansen who was appointed as a board member on 26 January 2023.
22D.
TRANSACTIONS AND PERIOD-END BALANCES WITH RELATED PARTIES
Transactions with related parties included in the consolidated statement of comprehensive income:
On 27 June 2023 PetroNor E&P AB, a wholly owned subsidiary of PetroNor E&P ASA entered into a binding agreement to farm-out
100 per cent of its participating interest in the two exploration licences offshore Guinea-Bissau to an SPV owned by Apus Energy
DMCC, a subsidiary of Petromal, Petromal LLC is the largest shareholder in the company, with an ownership of close to 34 per cent
of the shares. Since the transaction involved a related party, the non-conflicted directors on the board received an independent
assessment from a third party as to the fairness of the negotiated terms, which concluded that the transaction was fair. Details of
the transaction are included in Note 23 below “Discontinued operations”.
Petromal LLC has had an agreement to provide technical and project management services to the PetroNor Group since 2017.
   
Amounts in USD thousand
2023
2022
Petromal – Sole Proprietorship LLC
305
289
Administrative expenses
305
289
Balances due from and due to related parties disclosed in the consolidated statement of financial position:
   
Amounts in USD thousand
2023
2022
Balances due from related parties
   
Receivable from Aje Production AS
11 067
-
Balances due to related parties
   
Other payable to Nor Energy AS
-
(1 283)
Other payable to Petromal – Sole Proprietorship LLC
(26)
(736)
Total payables to related parties (Note 19)
(26)
(2 019)
Amounts due from / to related parties included in the consolidated statement of financial position are interest-free and have no
fixed repayment terms.
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
113
Note 23
Discontinued operations
During June 2023, PetroNor entered a binding agreement to
farm-out 100% of its participating interest in two exploration
licences offshore Guinea-Bissau. The Government approved
the transfer of the two licences during October 2023 and
consideration was subsequently paid in December 2023 thus
classified as a discontinued operation for the year ended 31
December 2023. The post-tax gain on disposal of discontinued
operations was determined as follows:
   
Amounts in USD thousand
 
Cash consideration received
21 273
Contingent consideration at fair value
2 600
Total consideration received
23 873
Cash disposed of
-
Net consideration on disposal of discontinued operation
23 873
Net assets held for disposal (other than cash)
 
Inventory
(1 626)
Intangible assets
(1 051)
Other net receivables and payables
888
Total
(1 790)
Pre-tax gain on disposal of discontinued operation
22 084
Related tax expense
(4 016)
Gain on disposal of discontinued operation
18 067
   
Result of discontinued operations
 
Amounts in USD thousand
 
Other operating income
1 626
Expenses other than finance costs
(1 712)
Finance costs
(24)
Tax (expense/credit)
-
Gain from selling discontinued operations after tax
18 067
Profit/(loss) for the year
17 957
Earnings per share from discontinued operations:
 
Basic (loss) / profit per share
12.6 Cents
Diluted (loss) / profit per share
12.6 Cents
Statement of cash flows
 
Amounts in USD thousand
 
Operating activities
-
Investing activities
20 403
Financing activities
-
Net cash from discontinued operations
20 403
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
114
Note 24
Risk management
The group’s principal financial liabilities comprise accounts
payable and amounts due to related parties. The main
purpose of these financial instruments is to manage short-
term cash flow and raise finance for the group’s capital
expenditure programme. The group has various financial
assets such as accounts receivable and cash.
The main risks that could adversely affect the group’s
financial assets, liabilities or future cash flows are credit risk,
liquidity risk, interest rate risk and foreign currency risk. The
management reviews and agrees policies for managing each of
these risks which are summarised below.
The following discussion also includes a sensitivity analysis
that is intended to illustrate the sensitivity to changes in the
market variables on the group’s financial instruments and
shows the impact on profit or loss and shareholders’ equity,
where applicable. Financial instruments affected by market
risk include accounts receivable, accounts payable and
accrued liabilities.
The sensitivity has been prepared for periods ending 31
December 2023 using the amounts of debt and other financial
assets and liabilities held as at those reporting dates.
The tables below detail the credit quality of the company’s
financial assets as well as the company’s maximum exposure
to credit risk by credit risk rating grades.
   
   
External
Internal
 
Gross
 
Net
   
credit
credit
12-month or
carrying
Loss
carrying
Amounts in USD thousand
Notes
rating
rating
lifetime ECL
amount
allowance
amount
31 December 2023
             
Trade receivables
11
N/a
(i)
Lifetime ECL
27 317
-
27 317
Due from related parties
11, 22d
N/a
-
Lifetime ECL
11 057
-
11 057
Advance against decommissioning cost
11
N/a
-
Lifetime ECL
30 050
-
30 050
Cash and cash equivalents
12
Aa3/B
N/a
12-month ECL
46 249
-
46 249
Other receivables
11
N/a
-
Lifetime ECL
6 359
-
6 359
31 December 2022
             
Trade receivables
11
N/a
(i)
Lifetime ECL
1 171
-
1 171
Due from related parties
11, 22d
N/a
-
Lifetime ECL
-
-
-
Advance against decommissioning cost
11
N/a
-
Lifetime ECL
29 432
-
29 432
Cash and cash equivalents
12
Aa3/B
N/a
12-month ECL
24 816
-
24 816
(i) For trade receivables and amounts due from related parties, the group has applied the simplified approach in IFRS 9 to measure the loss allowance at
lifetime ECL. The expected credit losses are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the
debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors
operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
LIQUIDITY RISK
The group seeks to limit its liquidity risk by ensuring financial
support is available from the shareholders. The group’s terms
of sales requires amounts to be paid within 30 days from the
bill of lading, the point at which crude oil had been loaded
onto vessel for shipment . Trade payables are normally settled
within 90 to 120 days of the date of receipt of invoice.
The table below summarises the maturity profile of the
group’s financial liabilities at 31 December 2023 based on
contractual undiscounted payments.
   
       
Between
Between
   
     
Less than
1 and 3
3 months
More than
 
Amounts in USD thousand
Note
On demand
1 month
months
and 1 year
1 year
Total
31 December 2023
             
Trade accounts payable
16
-
11 954
-
-
-
11 954
Amounts due to related parties
22d
305
-
-
-
-
305
Loan payable
17
-
-
1 375
4 125
-
5 500
Other payable
16
-
-
-
-
-
-
Total
 
305
11 954
1 375
4 125
-
17 759
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
115
   
       
Between
Between
   
     
Less than
1 and 3
3 months
More than
 
Amounts in USD thousand
Note
On demand
1 month
months
and 1 year
1 year
Total
31 December 2022
             
Trade accounts payable
17
-
18 732
-
-
-
18 732
Amounts due to related parties
22d
2 019
-
-
-
-
2 019
Loan payable
17
-
-
1 375
4 125
5 500
11 000
Other payable
19
-
-
-
-
8 738
8 738
Total
 
2 019
18 732
1 375
4 125
14 238
40 489
The company had USD 46.2 million (2022: 24.8 million) in
unrestricted cash at 31 December 2023. Should additional
funding be required in the future for additional capital
expenditure for new development phases or working capital
requirements, the company has various alternatives available
which it can explore to fulfil such additional requirements.
The options include, amongst others, debt financing, offtake
prepayment structures. As a result, the financial statements
have been prepared under the assumption of going concern
and realisation of assets and settlement of debt in normal
operations.
INTEREST RATE RISK
The group is exposed to interest rate risk on its interest-bearing assets and liabilities and seeks to limit this risk by obtaining
favourable interest rates.
   
 
31 December 2023
 
31 December 2022
 
Amounts in USD thousand
+150bp
-150bp
+150bp
-150bp
Loans payable
(83)
83
(165)
165
The new facility put in place does not include the oil pricing
sensitivity previously applied thus providing more certainty to
interest costs.
CURRENCY RISK
The group operates internationally and is exposed to risk
arising from various currency exposures, primarily with
respect to the Norwegian Kroner (NOK), and the Great British
Pound (GBP). The group has transactional currency exposures.
Such exposure arises from sales or purchases in currencies
other than the respective functional currency.
The group reports its consolidated results in USD; any
change in exchange rates between its operating subsidiaries’
functional currencies and the USD affects its consolidated
statement of comprehensive income and statement of
financial position when the results of those operating
subsidiaries are translated into USD for reporting purposes.
Group companies are required to manage their foreign
exchange risk against their functional currency.
A 20% strengthening or weakening of the USD against the
following currencies at 31 December 2023 would have
increased / (decreased) equity and profit or loss by the
amounts shown below.
The group’s assessment of what a reasonable potential change
in foreign currencies that it is currently exposed to have been
changed as a result of the changes observed in the world
financial markets. This hypothetical analysis assumes that all
other variables, including interest rates and commodity prices,
remain constant.
   
 
31 December 2023
 
31 December 2022
 
Amounts in USD thousand
+20%
-20%
+20%
-20%
USD vs NOK
       
Cash
(13)
13
106
(107)
Receivables
(2 918)
2 910
260
(260)
Payables
185
(184)
(423)
423
Total
(2 746)
2 739
(57)
57
USD vs GBP
       
Cash
(14)
14
(17)
17
Receivables
(7)
7
(3)
3
Payables
2
(2)
7
(7)
Total
(19)
19
(13)
13
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
116
CAPITAL RISK
The primary objective of the group’s capital management is
to continuously evaluate measures to strengthen its financial
basis and to ensure that the group is fully funded for its
committed 2024 activities. The group manages its capital
structure and makes adjustments to it in light of changes
in economic conditions. In order to maintain or change the
capital structure, the group may adjust the amount of dividend
payments to shareholders, return capital to shareholders or
issue new shares.
The group is continuously evaluating the capital structure, with
the aim of having an optimal mix of equity and debt capital to
reduce the group’s cost of capital and looking at avenues to
procure capital in the forthcoming years.
Note 25
Financial instruments
Financial instruments comprise financial assets and financial
liabilities.
Financial assets consist of bank balances and cash, amounts
due from related parties and trade and some other
receivables. Financial liabilities consist of amounts due to
related parties, loans payable, trade account payables and
some other liabilities.
         
Fair value through
 
 
Fair value through
 
Amortised
 
other comprehensive
 
 
profit or loss
 
cost
 
income
 
Amounts in USD thousand
2023
2022
2023
2022
2023
2022
Financial assets
           
Cash and cash equivalents
-
-
46 249
24 816
-
-
Trade and other receivables
2 600
-
42 133
1 171
-
-
Asset retirement obligation deposit
1
-
-
30 050
29 432
-
-
Total
2 600
-
118 432
55 419
-
-
Financial Liabilities
           
Trade and other payables
-
-
20 054
29 489
-
-
Loans and borrowings
-
-
5 500
11 000
-
-
Total
-
-
25 554
40 489
-
-
1)
The group has advanced USD 30 million in cash to the operator as a contribution towards the future obligation to decommission the PNGF Asset.
The fair values of the group's financial instruments are not
materially different from their carrying amounts at the
reporting date largely due to the short term maturities of
these instruments.
Note 26
Commitments and contingencies
COMMITMENTS
Production asset commitments
As at 31 December 2023, the group had approved the budget
for PNGF Sud operations in Congo that included planned capex
expenditure for coming year of USD 18.1 million (2022 USD
45.6 million) representing HEPCO's equity interest funding
commitment in the licence.
CONTINGENCIES
In December 2021 the National Authority for Investigation
and Prosecution of Economic and Environmental Crime in
Norway (Økokrim) initiated an investigation into allegations of
corruption and brought criminal charges against individuals
associated with the company. Økokirm has confirmed that
neither PetroNor nor any of its subsidiaries has been charged.
The US Department of Justice also began its own investigation
into the allegations based on information received from
Økokrim.
To mitigate potential corporate liability risks, the board has
taken various remediation steps, as outlined in the director’s
report, including obtaining independent legal advice and
implementing a compliance action plan. Despite the ongoing
investigations, the company has continued to operate
effectively, but has incurred costs in addressing this issue
and fully cooperating with the investigating authorities.
The company is not aware of the status or duration of
the investigations into the individuals involved, and the
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
117
uncertainty surrounding the outcome could potentially impact
the group’s ability to conduct transactions with both new and
existing partners.
As part of the transaction to acquire the interest in OML 113
conditional consideration has been assessed as a potential
contingency to the group. An additional consideration
of USD 0.10 per 1 000 cubic feet of the AJE Natural Gas
Sales Volume is to be paid to Panoro Energy ASA once the
conditions stipulated within the SPA are met. This conditional
consideration is capped at USD 16.67 million.
Note 27
Events subsequent to reporting date
In February 2024, long lead inventory that was purchased in
prior years for the exploration programme in Guinea-Bissau,
owned by a subsidiary of the company was sold for proceeds
of USD 3.5 million.
In February 2024, a material indirect subsidiary of the
company achieved a new operational milestone by exporting
under its own capacity as a party to the Djeno terminal in
Congo. The arrangements with the Djeno terminal increase the
options available to the wider group to bring to market PNGF
Sud oil production.
On 26 March 2024, PetroNor paid USD 2 million in relation to
the share sale and purchase agreement with New Age (African
Global Energy) Limited (New Age) to acquire additional interest
in the OML 113 licence in Nigeria. The agreement is not yet
completed and subject to conditions precedent, including
government approval of the transaction. However, this
payment milestone enables PetroNor to instruct New Age on
how to vote on matters related to the OML 113 joint venture.
From the date of payment up to completion, if the instruction
to vote results in a new cash call being issued to the OML 113
partners, then PetroNor shall arrange payment for the cash
call on behalf of New Age. The remaining balance payable to
New Age for completion of the agreement is now reduced to
USD 1 million.
A new Vandji well in Tchibeli NE was successfully drilled by the
Axima rig between February and early-April.
Except for the above, the company has not identified any
events with significant accounting impacts that have occurred
between the end of the reporting period and the date of this
report.
Note 28
Summary of accounting policies
Accounting policies are selected and applied in a manner
which ensures that the resulting financial information satisfies
the concepts of relevance and reliability, thereby ensuring that
the substance of the underlying transactions or other events
is reported.
The following is a summary of the material accounting policies
adopted by the group in the preparation of the financial
report. The accounting policies have been consistently applied,
unless otherwise stated.
28A.
ADOPTION OF NEW AND REVISED ACCOUNTING
STANDARDS
IASB has issued several amendments to standards or
interpretations to standards effective as of 1 January 2023.
PetroNor have adopted these standards in the financial year,
the impacts were not material to PetroNor’s consolidated
financial statements upon adoption.
Amendments to IAS 1 and IFRS practice statement 2: Replacing
Significant accounting policies with Material accounting policies
IASB has issued amendments to IAS 1 Presentation of
financial statements and IFRS Practice Statement 2 Making
Materiality Judgements. The amendments were introduced
to simplify financial statements and increase their usability
by requiring entities to disclose accounting policy information
that is “material”. Guidance within the amendments has been
provided on applying materiality judgements to accounting
policy disclosures with illustrative examples. The amendments
are effective for annual periods on or after 1 January
2023. PetroNor has applied the amendments within these
consolidated financial statements.
Impacts of other standards and amendments to standards,
and interpretations of standards, issued but not yet effective
are not expected to have a material impact on the group.
28B.
CONSOLIDATION
The consolidated financial statements comprise the financial
statements of PetroNor E&P ASA (“the company”, formerly
PetroNor E&P Ltd) and its subsidiaries for the year ended 31
December 2023 (together the group).
An entity has been assessed as being controlled by the group
when the group is exposed, or has the rights, to variable
returns from its involvement with the entity and has the
ability to affect those returns through its power over the
entity. Specifically, the group controls an entity if and only if
the group has:
Power over the entity (i.e., existing rights that give it the
current ability to direct the relevant activities of the entity)
Exposure, or rights, to variable returns from its involvement
with the entity, and
The ability to use its power over the entity to affect its
returns
When the group has less than a majority of the voting or
similar rights of an entity, the group considers all relevant facts
and circumstances in assessing whether it has power over an
entity, including:
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
118
The contractual arrangement with the other vote holders of
the entity
Rights arising from other contractual arrangements
The group’s voting rights and potential voting rights
The group reassesses whether or not it controls an entity if
facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation
of a subsidiary begins when the group obtains control over
the subsidiary and ceases when the group loses control of
the subsidiary. Business combinations are accounted for by
using the acquisition method. Assets, liabilities, income and
expenses of a subsidiary acquired or disposed of during the
year are included in the statement of comprehensive income
from the date the group gains control until the date the group
ceases to control the subsidiary.
Profit or loss and each component of other comprehensive
income (OCI) are attributed to the equity holders of the parent
of the group and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies
into line with the group’s accounting policies. All intra-group
assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the group are
eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a
loss of control, is accounted for as an equity transaction.
If the group loses control over a subsidiary, it:
Derecognises the assets (including goodwill) and liabilities of
the subsidiary
Derecognises the carrying amount of any non-controlling
interests
Derecognises the cumulative translation differences
recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or deficit in profit or loss
Reclassifies the parent’s share of components previously
recognised in OCI to profit or loss or retained earnings, as
appropriate, as would be required if the group had directly
disposed of the related assets or liabilities.
28C.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
The company has applied United States Dollars, being the
functional currency of all major subsidiaries in the group, as
its presentation currency. Where the functional currencies
of entities within the consolidated group differ from United
States Dollars, they have been translated into United States
Dollars. The functional currency of PetroNor E&P ASA group is
United States Dollars.
Transactions and balances
Transactions in foreign currencies are initially recorded in the
functional currency by applying the exchange rates ruling at
the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the
rate of exchange ruling at the reporting date and any gains or
losses are recognised in the income statement.
Non-monetary items that are measured in terms of historical
cost in the foreign currency are translated using the exchange
rate as at the date of the initial transaction. Non-monetary
items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair
value was determined.
Translation of group companies’ functional currency to
presentation currency
On consolidation, the assets and liabilities of foreign
operations are translated into United States Dollars at the rate
of exchange prevailing at the reporting date and their income
and expenditure are translated at exchange rates prevailing
at the dates of the transactions. The exchange differences
arising on translation for consolidation are recognised in other
comprehensive income. On disposal of a foreign operation, the
component of other comprehensive income relating to that
particular foreign operation is recognised in profit or loss.
28D.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits held
at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank
overdrafts. Bank overdrafts are shown within short-term
borrowings in current liabilities on the Statement of Financial
Position.
28E.
TRADE RECEIVABLES
Trade receivables are amounts due from customers for
goods sold or services performed in the ordinary course of
business. They are generally due for settlement within 30 days
and therefore are all classified as current. Trade receivables
are recognised initially at the amount of consideration that
is unconditional unless they contain significant financing
components, when they are recognised at fair value. The
group holds the trade receivables with the objective to collect
the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest
method.
28F.
TANGIBLE ASSETS
Property, plant, and equipment
Oil & gas production assets
Oil and gas production assets are aggregated exploration and
evaluation tangible assets and development expenditures
associated with the production of proved reserves.
The cost of development and production assets also includes
the cost of acquisitions and purchases of such assets, directly
attributable overheads and the cost of recognising provisions
for future restoration and decommissioning.
Where major and identifiable parts of the production assets
have different useful lives, they are accounted for as separate
items of property, plant and equipment. Costs of minor repairs
and maintenance are expensed as incurred. Oil and gas
production assets have a finite life.
Depreciation
Oil and gas properties are depreciated using the unit-of-
production method. Unit-of production rates are based on 1P
proved reserves, which are oil, gas and other mineral reserves
estimated to be recovered from existing facilities using current
operating methods. Oil and gas volumes are considered
produced once they have been measured through meters at
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
119
custody transfer or sales transaction points at the outlet valve
on the field storage tank.
Field infrastructure exceeding beyond the life of the field is
depreciated over the useful life of the infrastructure using a
straight-line method.
Property, plant and equipment not associated with exploration
and production activities are carried at cost less accumulated
depreciation. These assets are also evaluated for impairment.
28G.
INTANGIBLE ASSETS
Exploration and evaluation activity involves the search for
hydrocarbon resources, the determination of technical
feasibility and the assessment of commercial viability of an
identified resource. For each area of interest, expenditure
incurred in the acquisition of rights to explore and all costs
directly associated with holding the licence such as rental,
training and corporate and social responsibility are capitalised
as exploration and evaluation intangible assets. Signature
bonuses required by licence agreements are capitalised as
exploration and evaluation intangible assets. Other costs
directly associated with the licence are expensed as incurred.
Exploration, evaluation and development expenditure is
recorded at historical cost and allocated to cost pools on
an area of interest.
Expenditure on an area of interest is
capitalised and carried forward where rights to tenure of the
area of interest are current and:
it is expected to be recouped through successful development
and exploitation of the area of interest or alternatively by its
sale; or exploration and evaluation activities are continuing in
an area of interest but at reporting date have not yet reached a
stage which permits a reasonable assessment of the existence
or otherwise of economically recoverable reserves.
Accumulated costs in respect of areas of interest which are
abandoned are written off in full against profit in the period in
which the decision to abandon the area is made.
Projects are advanced to development status when it is expected
that further expenditure can be recouped through sale or
successful development and exploitation of the area of interest.
All capitalised costs are subject to commercial and
management review, as well as review for indicators of
impairment at least once a year. This is to confirm the
continued intent to develop or otherwise extract value from
the discovery. When this is no longer the case, the costs are
written off through the statement of profit or loss and other
comprehensive income.
When proved reserves of oil and natural gas are identified
and development is sanctioned by management, the relevant
capitalised expenditure is first assessed for impairment and
(if required) any impairment loss is recognised, then the
remaining balance is transferred to oil and gas properties.
Proceeds from disposal or farm-out transactions of intangible
exploration assets are used to reduce the carrying amount of
the assets. When proceeds exceed the carrying amount, the
difference is recognised as a gain. When the group disposes of
its full interests, gains or losses are recognised in accordance
with the policy for recognising gains or losses on sale of plant,
property and equipment.
Generally Intangible assets can be viewed indefinite as
they will be retained on the balance sheet until impaired or
transferred to oil and gas properties. Certain licence related
costs capitalised as intangible assets are deemed to have a
finite life and are accreted over the life of the licence area.
Depreciation
Licence related costs capitalised as Intangible assets are
depreciated using the unit-of-production method. Unit-of
production rates are based on 1P proved reserves, which are
oil, gas and other mineral reserves estimated to be recovered
from existing facilities using current operating methods. Oil
and gas volumes are considered produced once they have
been measured through meters at custody transfer or sales
transaction points at the outlet valve on the field storage tank.
Technical goodwill
Technical goodwill recognised in business combinations
is allocated to each CGU for the purposes of impairment
testing. Impairment is tested on an annual basis or when
there are impairment indicators. Indicators may be specific
to an individual CGU or groups of CGUs to which the technical
goodwill is related. When conducting impairment testing,
deferred tax recognised in relation to the acquired licences
reduces the net carrying value prior to the impairment
charges.
Impairment is recognised if the recoverable amount of the
CGU (or groups of CGUs) to which the technical goodwill relates
to is less than the carrying amount.
Impairment of goodwill cannot be reversed in future periods.
28H.
REVENUE
(i)
Revenue from petroleum products
Revenue from the sale of crude oil is recognised when a
customer obtains control (“sales” or “lifting” method), normally
this is when title passes at point of delivery. Revenues from
production of oil properties are recognised based on actual
volumes lifted and sold to customers during the period.
(ii)
Other revenue
Under a production sharing contract, where the group is
required to pay profit oil tax and royalties on production
of crude oil, such payments are settled in kind (where the
government lift the crude it is entitled to). The group presents
a gross-up of the profit oil tax as an income tax expense with
a corresponding increase in oil and gas revenues and any
associated royalties are included in the cost of sales.
The group assesses whether it acts as a principal or agent in
each of its revenue arrangements. The group has concluded
that in all sales transactions it acts as a principal.
(iii)
Variable consideration
If the consideration in a contract includes a variable amount,
the group recognises this amount as revenue only to the
extent that it is highly probable that a significant reversal will
not occur in the future.
(iv)
Interest
Interest income is recognised on a time-proportional basis
using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2023
120
allocating the interest income over the relevant period using
the effective interest rate, which is the rate that exactly
discounts the estimated future cash receipts through the
expected useful life of the financial asset to the net carrying
amount of the financial asset.
28I.
TAXES
The income tax expense or benefit for the period consists of
two components: current and deferred tax.
The current income tax payable or recoverable is calculated
using the tax rates and legislation that have been enacted or
substantively enacted at year-end in each of the jurisdictions
and includes any adjustments for taxes payable or recovery in
respect of prior periods.
Deferred tax assets and liabilities are determined using
the balance sheet liability method based on temporary
differences between the carrying value of assets and liabilities
for financial reporting purposes and their tax bases. In
calculating the deferred tax assets and liabilities, the tax
rates used are those that have been enacted or substantively
enacted by year-end in each of the jurisdictions and that
are expected to apply when the assets are recovered, or the
liabilities are settled.
Revenue-based taxes
In addition to corporate income taxes, the group’s
consolidated financial statements also include and recognise
as income taxes, other types of taxes on net income such as
certain revenue-based taxes.
Production-sharing arrangements
According to the production-sharing arrangement (PSA)
in certain licences, the share of the profit oil to which the
Government is entitled in any calendar year in accordance
with the PSA is deemed to include a portion representing the
corporate income tax imposed upon and due by the group.
This amount will be paid directly by the government on behalf
of the group to the appropriate tax authorities.
The income tax expense
The current income tax is calculated using the PSA, paid in
barrels and booked as income tax and also shown as revenue.
Other income tax relates to the gain on disposal of the farm-
out in Guinea-Bissau included in discontinued operations.
28J.
DEFINED CONTRIBUTION PENSION PLAN
The group pays contributions into defined contribution plans.
Obligations for contributions to defined contribution pension
plans are recognised as an expense in the income statement in
the periods during which services are rendered by employees.
28K.
TRADE AND OTHER PAYABLES
Trade and other payables are carried at amortised cost and
due to their short-term nature, they are not discounted.
28L.
PROVISIONS
Decommissioning liability
A decommissioning liability is recognised when the group has
a present legal or constructive obligation as a result of past
events, and it is probable that an outflow of resources will be
required to settle the obligation, and a reliable estimate of the
amount of obligation can be made. A corresponding amount
equivalent to the obligation is also recognised as part of the
cost of the related production plant and equipment. The
amount recognised in the estimated cost of decommissioning,
discounted to its present value. Changes in the estimated
timing of decommissioning or decommissioning cost estimates
are dealt with prospectively by recording an adjustment to
the provision, and a corresponding adjustment to production
plant and equipment. The unwinding of the discount on the
decommissioning liability is included as a finance cost.
An escrow account is maintained by the operator of the licence
and is governed by a joint operating agreement and the
Congolese Government rules. The group’s share, paid against
the decommissioning liability until the balance sheet date, is
classified as an advance against decommissioning liability in
current assets.
28M.
SHARE CAPITAL
Contributed equity is recognised at the fair value of the
consideration received by the group, less any capital raising
costs in relation to the issue.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
28N.
DIVIDEND DISTRIBUTION
Dividend distribution to the company’s shareholders is
recognised as a liability in the group’s financial statements
in the period in which the dividends are declared and
appropriately authorised or approved by the company’s
shareholders’ general meeting. Interim dividends proposed
by the board of directors are recognised as liabilities upon
declaration.
28O.
JOINT ARRANGEMENTS
Joint arrangements are arrangements of which two or more
parties have joint control. Joint control is the contractual
agreed sharing of control of the arrangement which
exists only when decisions about the relevant activities
require unanimous consent of the parties sharing control.
Control is assessed by applying the principles under IFRS
10 to determine whether the group has joint control . Joint
arrangements are classified as either a joint operation or
joint venture, based on the rights and obligations arising
from the contractual obligations between the parties to the
arrangement. Considerations in assessing the classifications
would include assessments of control that are based not just
on voting rights but on the extent that the joint arrangement
provides the company with rights to the individual assets and
obligations arising from the joint arrangement.
If the arrangement is classified as a joint operation the
company recognises its:
Assets, including its share of any assets held jointly;
Liabilities, including its share of any liabilities incurred jointly;
Revenue from the sale of its share of the output arising from
the joint operation;
Share of revenue from the sale of the output by the joint
operation; and
Expenses, including its share of any expenses incurred jointly.
A joint arrangement which provides the company with rights
to the net assets of the arrangement, is classified as a joint
venture and accounted for using the equity method and
PETRONOR E&P ASA
ANNUAL REPORT 2023
Consolidated financial statements
121
treated as an investment . Under the equity method, the cost
of the investment is adjusted by the post-acquisition changes
in the company’s share of the net assets of the venture.
Where assets are transferred into separate legal entities
concurrent with the entities shares being sold to a third party
thereby resulting in a loss of control of those asset owning
subsidiaries these assets will be treated as a joint venture.
28P.
BUSINESS COMBINATIONS AND GOODWILL
Business combinations are accounted for using the acquisition
method.
The cost of an acquisition is measured as the
aggregate of the fair value at the date of exchange of assets
and liabilities acquired. Where a non-controlling interest
exists, the group elects whether to measure NCI in the
acquiree at fair value or at the proportionate share of the
acquiree’s identifiable net assets. The initial accounting for
a business combination can be changed if new information
about the fair value at the acquisition date is present. The
allocation can be amended within 12 months of the acquisition
date. When the consideration transferred by the group in a
business combination includes a contingent consideration
arrangement, the contingent consideration is measured at
its acquisition-date fair value and included as part of the
consideration transferred in a business combination. Changes
in the fair value of the contingent consideration is re-measured
to fair value at subsequent reporting dates with changes in fair
value recognised in the income statement.
Goodwill is recognised as the aggregate of the consideration
transferred and the amount of any non-controlling interest
and deducted by the net of the acquisition-date amounts of
the identifiable assets acquired and the liabilities assumed.
Goodwill is not depreciated but is tested at least annually for
impairment. In connection with this, goodwill is allocated to
cash-generating units or groups of cash-generating units that
are expected to benefit from synergies from the business
combination.
PetroNor recognises a gain/loss on disposal of subsidiary
when control is lost.
Company statement of comprehensive income
– PetroNor E&P ASA
For the period ended 31 December
Amounts in USD thousand
Note
2023
2022
Administrative expenses
4/8
(2 927)
(5 753)
Loss
from operations
(2 927)
(5 753)
Finance income/(expense)
402
-
Loss before tax
(2 525)
(5 753)
Tax expense
-
-
Profit/(Loss) for the year
(2 525)
(5 753)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation on foreign operations
18
(97)
Other comprehensive income/(loss)
18
(97)
Total comprehensive income/(loss)
(2 507)
(5 850)
(Loss) for the year attributable to:
Owners of the parent
(2 525)
(5 753)
Total
(2 525)
(5 753)
Total comprehensive income/(loss) attributable to:
Owners of the parent
(2 507)
(5 850)
Total
(2 507)
(5 850)
Loss per share attributable to owners of the parent:
Basic (loss) per share
(1.77)
(4.19)
Diluted (loss) per share
(1.77)
(4.19)
The accompanying notes form part of these financial statements.
PETRONOR E&P ASA
ANNUAL REPORT 2023
122
Financial statements – PetroNor E&P ASA
Company statement of financial position
– PetroNor E&P ASA
At 31 December
Amounts in USD thousand
Note
2023
2022
ASSETS
Current assets
Other receivables
6
3 361
776
Cash and cash equivalents
9
30
Total current assets
3 370
806
Non-current assets
Other receivables
6
11 000
-
Investment in associates
5
1
-
Investments
5
141 579
152 579
Total non-current assets
152 580
152 579
Total assets
155 950
153 385
Liabilities
Current liabilities
Trade payable
8
369
850
Other payables
8
12 365
6 812
Total current liabilities
12 734
7 662
Total liabilities
12 734
7 662
NET ASSETS
143 216
145 723
EQUITY
Issued capital and reserves attributable to owners of the parent
Share capital
7
159
159
Share premium
7
151 420
151 420
Reserves
(79)
(97)
Retained earnings
(8 284)
(5 759)
TOTAL EQUITY
143 216
145 723
The accompanying notes form part of these financial statements.
The financial statements were approved and authorised for issue by the board of directors on 24 April 2024.
PETRONOR E&P ASA
ANNUAL REPORT 2023
123
Financial statements – PetroNor E&P ASA
Company statement of changes in equity – PetroNor E&P ASA
Amounts in USD thousand
Share
capital
Share
premium
Other paid
in capital
Retained
earnings
Total
For the year ended 31 December 2023
Balance at 1 January 2023
159
151 420
(97)
(5 759)
145 723
Loss for the year
-
-
-
(2 525)
(2 525)
Other comprehensive income:
-
-
18
-
18
Total comprehensive loss for the year
-
-
18
(2 525)
(2 507)
Balance at 31 December 2023
159
151 420
(79)
(8 284)
143 216
For the year ended 31 December 2022:
Balance at 1 January 2022
114
-
-
(6)
108
Loss for the year
-
-
-
(5 753)
(5 753)
Other comprehensive income
(97)
(97)
Total comprehensive loss for the year
-
-
(97)
(5 753)
(5 850)
Reduction in share capital as part of redomicile
(114)
-
-
-
(114)
Issue of shares in PetroNor E&P ASA
149
141 430
-
-
141 579
Issue of ordinary shares as consideration for business combination
10
9 990
-
-
10 000
Balance at 31 December 2022
159
151 420
(97)
(5 759)
145 723
The accompanying notes form part of these financial statements.
Company statement of cash flows – PetroNor E&P ASA
For the period ended 31 December
(Amounts in USD thousand)
Note
2023
2022
Cash flows from operating activities
Loss for the period
(2 525)
(5 753)
Total
(2 525)
(5 753)
Adjustments for:
Net foreign exchange differences
18
(97)
Total
18
(97)
Increase/(decrease) in other receivables
(2 584)
(776)
Increase/(decrease) in other payables
5 070
6 542
Cash (used in)/generated from operations
(21)
(84)
Income taxes paid
-
-
Net cash flows from operating activities
(21)
(84)
Financing activities
Issue of ordinary shares
-
-
Proceeds from loans and borrowings
-
-
Net cash (used in)/from financing activities
-
-
Net increase/(decrease) in cash and cash equivalents
(21)
(84)
Cash and cash equivalents at beginning of period
30
114
Cash and cash equivalents at end of period
9
30
The accompanying notes form part of these financial statements.
PETRONOR E&P ASA
ANNUAL REPORT 2023
124
Financial statements – PetroNor E&P ASA
Notes to the financial statements – PetroNor E&P ASA
Note 01
Corporate information
Petronor E&P ASA is a public limited company, incorporated in
Norway.
Registered office:
Frøyas gate 13
NO-0273 Oslo
Norway
DIRECTORS
The names of Directors in office during the financial period
and until the date of approval of these financial statements are
as follows. Directors were in office for this entire period unless
otherwise stated.
Current members:
Role
Appointed
E Alhomouz
Chair
1 October 2021
I Tybring-Gjedde
Director
1 October 2021
G Kielland
Director
1 October 2021
J Iskander
Director
8 October 2021
J Norman-Hansen
Director
26 January 2023
A Fawzi
Director
26 January 2023
The financial statements were approved by written resolution
of the board on 24 April 2024.
Note 02
Basis of preparation
PetroNor E&P ASA’s financial statements have been prepared
in accordance with IFRS® Accounting Standards as adopted
by the EU and are mandatory for financial years beginning on
or after 1 January 2023. Additional disclosures required by the
Norwegian Accounting Act are also provided.
The preparation of financial statements in conformity with
IFRSs requires the use of certain critical accounting estimates.
It also requires management to exercise its judgments in
applying the company's accounting policies.
There are no areas involving a high degree of judgment or
complexity.
The financial statements have been prepared on the basis of
uniform accounting principles for similar transactions and
events under otherwise similar circumstances.
The financial report is presented in US Dollars being the
primary currency for group operations, the functional
currency of the company is Norwegian Kroner. Conversion
of foreign currency transactions are translated at average
exchange rates provided that they are a reasonable
approximation of exchange rates ruling at the date of
transactions. Assets and Liabilities are translated at the rates
prevailing at the balance sheet date. Exchange differences
arising on translation are recognised in equity.
Note 03
Employee benefit expenses
The company has no employees
PETRONOR E&P ASA
ANNUAL REPORT 2023
125
Financial statements – PetroNor E&P ASA
Note 04
Auditors’ remuneration
Amounts in USD thousand
2023
2022
Paid or payable to BDO
Audit review of financial reports
BDO AS
30
62
BDO network firms
-
-
Total
30
62
Other non-assurance services
BDO-related practices
-
-
Total
-
-
Paid or payable to other audit firms
Audit or review of financial reports
-
-
Other non-assurance services
93
-
Total
123
62
Note 05
Investments
Amounts in USD thousand
2023
2022
Investment as at 1 January
152 579
-
Net income/(loss) from subsidiaries and other equity accounted investments
-
-
Relisting investment in PetroNor E&P ASA
-
141 579
Investment in Aje Production entities
(10 999)
11 000
Investment in associates - Aje Production AS
1
-
Investments at 31 December
141 581
152 579
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are measured at cost and assessed
for impairment on an annual basis. The company conducts
an impairment test to ensure that the assets are carried
at no more than their recoverable amount. The company’s
evaluation of the recoverability of its investment involves
assessing both the net assets of subsidiary structure and the
economic value of the future cash flows arising from “Cash
Generating Units (CGU’s)" within the legal subsidiary structure.
Group production and intangible assets are assessed for
indicators of impairment on a periodic basis. Indicators of
impairment would be for example a licence that is approaching
the end of its term or a licence where management have
indicated that there are no plans to continue with exploration
and evaluation, or evaluation work which indicated that an
asset would be uneconomic. The carrying value of production
and intangible assets are assessed against their risked
economic value for indicators of impairment. Two of the key
factors in the economic evaluation of hydrocarbon assets
are the future oil prices and the recoverable reserves of
the assets. No assets were impaired in the period ended 31
December 2023
Please refer to Note 22a of the consolidated financial
statements for full corporate structure.
The closing balance of investments at 31 December 2023 of
USD 141.6 million (2022: 152.6 million), consists of investments
in subsidiaries and an investment in associate for the joint
venture in Aje Production AS.
The following table represents the significant subsidiary held by PetroNor E&P ASA:
Name
Ownership share
Country of Incorporation
PetroNor E&P Pty Ltd
100%
Australia
PETRONOR E&P ASA
ANNUAL REPORT 2023
126
Financial statements – PetroNor E&P ASA
JOINT VENTURES
Aje Entities (OML113)
During the period, the group disposed of its interest in fully
owned subsidiaries Aje Nigeria Holding B.V., Aje Services
Holding B.V. and Aje Production Ltd. The transaction completed
on 29 December 2023 with the consideration of USD 10 million
expected to be paid via the allotment and issue of new shares
in Aje Production AS. The disposal forms part of the YFP DW
joint venture transaction where the assets and liabilities of the
subsidiaries have been fully derecognised. The fair value of
the new investment has been assessed and will be recognised
as a joint ventur when the consideration is paid. As a result,
the operations have not changed in relation to OML 113. The
venture will continue to progress with redevelopment of the
OML 113 field and as such, PetroNor have assessed that this
disposal will not be classified as a discontinued operation.
Financial information relating to the disposal for the period to
the date of disposal is set out below.
The carrying amount of assets and liabilities as at the
date of disposal (29 December 2023) were:
Amounts in USD thousand
29 December 2023
Property, plant and equipment
926
Intangible assets
25 268
Goodwill
9 031
Other receivables
7
Cash
51
Total assets
35 283
Trade creditors
(3 023)
Other payables
(9 139)
Deferred tax liabilities
(9 031)
Provision for decommissioning cost
(3 887)
Total liabilities
(25 080)
Net assets
10 203
Details of the sale of Aje subsidiaries:
Amounts in USD thousand
29 December 2023
Consideration received or receivable
Consideration shares receivable
10 000
Total disposal consideration
10 000
Net assets
(10 203)
Loss on disposal
1
(203)
1)
Loss on disposal recognised in administrative expenses.
Note 06
Other receivables
Amounts in USD thousand
2023
2022
Recoverability less than one year
Other receivables
3 361
776
Total
3 361
776
Recoverability more than one year
Other receivables
11 000
-
Total
11 000
-
At 29 December 2023, PetroNor transferred 100% of shares
in its Aje subsidiaries in anticipation of completion of the
YFP-DW joint venture partnership. The consideration shares
have not yet been issued. As a result, a non-current receivable
of USD 10 million has been recognised. Upon completion, the
fair value of the investment in associate will be recognised.
A further USD 1 million has been recognised which was
historically capitalised in the investment. This balance
represents a signature bonus paid by PetroNor E&P ASA that
will subsequently be recovered from the joint venture.
PETRONOR E&P ASA
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127
Financial statements – PetroNor E&P ASA
Note 07
Equity
SHARE CAPITAL
All shares have equal rights and are freely transferable share capital.
Reconciliation of movement in shares on issue
Number of fully paid ordinary shares
2023
2022
Balance at the beginning of the year
1 423 568 543
1 326 991 006
Issue of shares
7
96 577 537
Reverse share split
(1 281 211 695)
-
Balance at end of the year
142 356 855
1 423 568 543
Reconciliation of movement in issued capital
Amounts in USD thousand
2023
2022
Opening balance
159
114
Reversal of shares as part of redomicile
-
(114)
Issue of shares as part of redomicile
-
149
Share capital issued as consideration for business combination
-
10
Issue of ordinary shares
1
-
-
Balance at end of the period
159
159
1) On 16 June 2023 PetroNor announced that the reverse share split in the ratio 10:1 had been registered with the Norwegian Register of Business Enterprises.
Following such registration, the share capital of the company is NOK 1 423 568.55 divided into 142 356 855 shares, each with a nominal value of NOK 0.01.
EPS has been adjusted by a factor of ten on the face of the Consolidated Income Statement so as to be comparative.
SHARE PREMIUM
Share premium reserve represents excess of subscription
value of the shares over the nominal amount.
Amounts in USD thousand
2023
2022
Opening balance
71 956
-
Issue of shares as part of redomicile
-
61 966
Share capital issued as consideration for business combination
-
9 990
Balance at end of the period
71 956
71 956
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Financial statements – PetroNor E&P ASA
Note 08
Related parties
The remuneration for board members is paid by subsidiary
company PetroNor E&P Services AS, in addition the Chair also
receives remuneration through subsidiary company Hemla
E&P Congo SA.
Details on the remuneration to individual board members is
included in the notes to the consolidated financial statements
of PetroNor E&P ASA.
8A. TRANSACTIONS AND PERIOD-END BALANCES WITH RELATED PARTIES
Transactions with related parties included in the statement of comprehensive income:
Amounts in USD thousand
2023
2022
PetroNor E&P Services AS
227
2 373
Administrative expenses
227
2 373
PetroNor E&P Services AS is 100% indirectly controlled entity of PetroNor E&P ASA.
Balances due from and due to related parties disclosed in the statement of financial position:
Amounts in USD thousand
2023
2022
Other payables:
PetroNor E&P Services AS
1 000
6 523
PetroNor E&P Ltd (Australia)
11 110
238
Total payables to related parties
12 110
6 491
Amounts in USD thousand
2023
2022
Other receivables:
Aje Services Holding BV
32
32
Aje Nigeria Holding BV
32
32
Aje Production AS
11 000
-
PetroNor E&P Ltd
3
-
Total receivables from related parties
11 067
64
Note 09
Risk management
Please refer to group policy for detail on risk management as
detailed in Note 24 to the consolidated financial statements.
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Financial statements – PetroNor E&P ASA
Note 10
Financial instruments
Financial instruments comprise financial assets and financial
liabilities.
Financial assets consist of bank balances and cash. Financial
liabilities consist of other liabilities.
The fair values of the company’s financial instruments are
not materially different from their carrying amounts at the
reporting date largely due to the short-term maturities of
these instruments.
Measurement of financial instruments by categories
The following tables present PetroNor E&P ASA’s classes
of financial instruments and their carrying amounts by
the categories as they are defined in IFRS 9 Financial
instruments. For financial investments, the difference
between measurement as defined by IFRS 9 categories and
measurement at fair value is immaterial. For trade and other
receivables and payables and cash and cash equivalents, the
carrying amounts are considered a reasonable approximation
of fair value.
At 31 December 2023
(Amounts in USD thousand)
Amortised
cost
Fair value through
profit or loss
Non-financial
assets
Total carrying
amount
Assets
Receivables from subsidiaries
3
-
-
3
Trade and other receivables
14 358
-
-
14 358
Cash and cash equivalents
9
-
-
9
Total financial assets
14 370
-
-
14 370
Liabilities
Trade and other payables
624
-
-
624
Payables due to subsidiaries
12 110
-
-
12 110
Total financial liabilities
12 734
-
-
12 734
At 31 December 2022
(Amounts in USD thousand)
Amortised
cost
Fair value through
profit or loss
Non-financial
assets
Total carrying
amount
Assets
Receivables from subsidiaries
64
-
-
64
Trade and other receivables
712
-
-
712
Cash and cash equivalents
30
-
-
30
Total financial assets
806
-
-
806
Liabilities
Trade and other payables
1 166
-
-
1 166
Payables due to subsidiaries
6 496
-
-
6 496
Total financial liabilities
7 662
-
-
7 662
Note 11
Commitments and contingencies
Commitments
The parent company has given a parent company guarantee
against an external debt facility for USD 5.5 million loaned to
indirect subsidiary Hemla Africa Holding AS.
As part of the transaction to acquire the interest in OML 113
conditional consideration has been assessed as a potential
contingency to the group. An additional consideration
of USD 0.10 per 1 000 cubic feet of the AJE Natural Gas
Sales Volume is to be paid to Panoro Energy ASA once the
conditions stipulated within the SPA are met. This conditional
consideration is capped at USD 16.67 million.
Contingencies
In December 2021 the National Authority for Investigation
and Prosecution of Economic and Environmental Crime in
Norway (Økokrim) initiated an investigation into allegations of
corruption and brought criminal charges against individuals
associated with the company. Økokirm has confirmed that
neither PetroNor nor any of its subsidiaries has been charged.
The US Department of Justice also began its own investigation
into the allegations based on information received from
Økokrim.
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Financial statements – PetroNor E&P ASA
To mitigate potential corporate liability risks, the board has
taken various remediation steps, as outlined in the director’s
report, including obtaining independent legal advice and
implementing a compliance action plan. Despite the ongoing
investigations, the company has continued to operate
effectively, but has incurred costs in addressing this issue
and
fully cooperating with the investigating authorities.
The company is not aware of the status or duration of
the investigations into the individuals involved, and the
uncertainty surrounding the outcome could potentially impact
the group’s ability to conduct transactions with both new and
existing partners.
Note 12
Events after the reporting period
On 26 March 2024, PetroNor paid USD 2 million in relation to
the share sale and purchase agreement with New Age (African
Global Energy) Limited (New Age) to acquire additional interest
in the OML 113 licence in Nigeria. The agreement is not yet
completed and subject to conditions precedent, including
government approval of the transaction. However, this
payment milestone enables PetroNor to instruct New Age on
how to vote on matters related to the OML 113 joint venture.
From the date of payment up to completion, if the instruction
to vote results in a new cash call being issued to the OML 113
partners, then PetroNor shall arrange payment for the cash
call on behalf of New Age. The remaining balance payable to
New Age for completion of the agreement is now reduced to
USD 1 million.
Except for the above, the company has not identified any
events with significant accounting impacts that have occurred
between the end of the reporting period and the date of this
report.
Note 13
Summary of accounting policies
The following is a summary of the material accounting policies
adopted by the company in the preparation of the financial
statements. The accounting policies have been consistently
applied, unless otherwise stated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand
deposits, other short-term highly liquid investments with
original maturities of three months or less.
TRADE AND OTHER PAYABLES
Trade and other payables are carried at amortised cost and
due to their short-term nature, they are not discounted.
SHARE CAPITAL
Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, from the
proceeds.
BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition
method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, measured at acquisition date
fair value and the amount of any non-controlling interest (NCI)
in the acquiree. For each business combination, the group elects
whether to measure NCI in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets.
Acquisition related costs are expensed as incurred and included
in administrative expenses.
The initial accounting for a business combination can be
changed if new information about the fair value at the
acquisition date is present. The allocation can be amended
within 12 months of the acquisition date [provided that the
initial accounting at the acquisition date was determined
provisionally]. The non-controlling interest is set to the non-
controlling interest’s share of identifiable assets and liabilities
[alternative fair value]. The measurement principle is done
for each business combination separately. When the group
acquires a business, it assesses the assets and liabilities
assumed for appropriate classification and designation
in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition
date. This includes the separation of embedded derivatives
in host contracts by the acquiree. Those acquired petroleum
reserves and resources that can be reliably measured are
recognised separately in the assessment of fair values on
acquisition. Other potential reserves, resources and rights,
for which fair values cannot be reliably measured, are not
recognised separately, but instead are subsumed in goodwill.
Goodwill is recognised as the aggregate of the consideration
transferred and the amount of any non-controlling interest and
deducted by the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed. Goodwill
is not depreciated but is tested at least annually for impairment.
In connection with this, goodwill is allocated to cash-generating
units or groups of cash-generating units that are expected to
benefit from synergies from the business combination.
If the fair value of the equity exceeds the acquisition cost in a
business combination, the difference is recognised as income
immediately on the acquisition date.
FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a
financial asset of any one entity and a financial liability or
equity instrument of another entity.
Financial assets
The group’s financial assets predominantly comprise cash and
cash equivalents and trade receivables.
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Financial statements – PetroNor E&P ASA
Financial assets are classified, at initial recognition, and
subsequently measured at amortised cost, fair value through
other comprehensive income (OCI), and fair value through
profit or loss, as appropriate.
All financial assets held by the group are measured at
amortised cost.
Financial assets at amortised cost are subsequently measured
using the effective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in profit or loss
when the asset is derecognised, modified or impaired.
Impairment of financial assets
The group recognises an allowance for expected credit losses
(ECLs) for financial assets based on the difference between the
contractual cash flows due in accordance with the contract and
all the cash flows that the group expects to receive.
For trade receivables and contract assets, the group applies a
simplified approach in calculating ECLs. Therefore, the group
does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date.
The group has established a provision matrix that is based
on its historical credit-loss experience, adjusted for forward-
looking factors specific to the debtors and the economic
environment.
Financial liabilities
The group’s financial liabilities mainly comprise interest-
bearing liabilities and trade payables.
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, financial
liabilities at amortised cost, payables.
All financial liabilities are recognised initially at fair value and,
in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in profit or loss
when the liabilities are derecognised as well as through the EIR
amortisation process.
Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as
finance costs in the statement of profit or loss.
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Financial statements – PetroNor E&P ASA
Statement of directors’ responsibility
Pursuant to the Norwegian Securities Trading Act section 5-5 with pertaining regulations
we hereby confirm that, to the best of our knowledge, the group’s financial statements
for 2023 have been prepared in accordance with IFRS, as provided for by the EU, and
in accordance with the requirements for additional information provided for by the
Norwegian Accounting Act. The information presented in the financial statements gives
a true and fair picture of the group's liabilities, financial position and results viewed in
their entirety.
To the best of our knowledge, the board of directors' report gives a true and fair picture
of the development, performance and financial position of the business, and includes a
description of the principal risk and uncertainty factors facing the group. Additionally,
we confirm to the best of our knowledge that the "Payments to governments" included
in the directors’ report has been prepared in accordance with the requirements in the
Norwegian Securities Trading Act Section 5-5a with pertaining regulations.
Oslo, Norway, 24 April 2024
The board of directors – PetroNor ASA
Eyas Alhomouz
Gro Kielland
Joseph Iskander
Ingvil Smines Tybring-Gjedde
Chair
Director
Director
Director
Azza Fawzi
Jarle Norman-Hansen
Director
Director
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Financial statements – PetroNor E&P ASA
BDO AS
Munkedamsveien 45
PO Box
1704 Vika
0121 Oslo
Norway
BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms
part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT.
Page 1 of 5
Independent Auditor's Report
To the General Meeting of PetroNor E&P ASA
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of PetroNor E&P ASA.
The financial statements comprise:
The financial statements of the parent
Company, which comprise the balance
sheet as at 31 December 2023, income
statement, statement of
comprehensive income , statement of
changes in equity and cash flows for
the year then ended, and notes to the
financial statements, including
material accounting policy
information, and
The financial statements of the Group,
which comprise the balance sheet as
at 31 December 2023, and income
statement, statement of
comprehensive income, statement of
changes in equity and cash flows for
the year then ended, and notes to the
financial statements, including
material accounting policy
information.
In our opinion:
The financial statements comply with
applicable statutory requirements,
The accompanying financial
statements give a true and fair view of
the financial position of the Company
as at 31 December 2023, and its
financial performance and its cash
flows for the year then ended in
accordance with IFRS Accounting
Standards as adopted by the EU.
The accompanying financial
statements give a true and fair view of
the financial position of the Group as
at 31 December 2023, and its financial
performance and its cash flows for the
year then ended in accordance with
IFRS Accounting Standards as adopted
by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and
the Group as required by relevant laws and regulations in Norway and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
Auditor’s report
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Financial statements – PetroNor E&P ASA
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We have been the auditor of PetroNor E&P ASA for 3 years from the election in the Memorandum of
Association of the shareholders on 1 October 2021 for the accounting year 2021.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Description of the key audit matter
How the key audit matter was addressed in
the audit
Valuation of Property, Plant & Equipment
PetroNor E&P ASA has property, plant and
equipment with a carrying amount of USD 92.8
million a at 31 December 2023. In addition,
the carrying value of intangible assets was USD
7.9 million as at 31 December 2023.
No impairments have been recognized during
2023 related to oil and gas assets.
Due to the materiality, complexity and
estimation uncertainty concerning the oil and
gas assets, we consider valuation of these
assets a key audit matter.
Please refer to notes 14 and 15 in the
consolidated financial statements.
We obtained management’s impairment tests
of oil and gas assets as at 31 December 2023.
We evaluated the production volumes and
capital expenditures used in the forecasted
cash flows against external and internal
reserve reports and assessed commodity prices
against available market information.
We involved specialists in assessing
management’s estimates of weighted average
cost of capital including country risk
premiums, and we compared the input against
available market information.
Furthermore, we evaluated the professional
qualifications and objectivity of the external
reserve experts used by management.
We have also evaluated the adequacy of the
disclosures.
Valuation of Contingent Consideration –
Guinea-Bissau transaction
On 29 December 2023, PetroNor E&P ASA
announced the completion of a farm-out
transaction of the exploration licenses in
Guinea-Bissau. The wholly owned subsidiary
PetroNor E&P AB entered into an agreement
to transfer 100 per cent of its participation
interest in the two exploration licenses to
Apus Energia Guiné Bissau SA.
Under the terms of the agreement, PetroNor
E&P AB received a payment of USD 22.9
We have tested the existence of the
contingent consideration receivable by
reviewing the contractual rights under the
agreement.
We also assessed the classification of the
receivable as a financial instrument to be
measured at fair value.
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Auditor’s report 2023
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Page 3 of 5
million upon completion of the transaction.
The company will be eligible for two
additional contingent earnout payments of
USD 30 million each.
The contingent consideration receivable is
identified as a financial instrument to be
measured at fair value. PetroNor E&P ASA has
assessed the fair value of the contingent
consideration receivable as at 31 December
2023 to be USD 2.6 million.
Due to the materiality, complexity and
estimation uncertainty concerning the
contingent consideration receivable, we
consider valuation of the financial asset a key
audit matter.
Please refer to notes 11, 15 and 23 in the
consolidated financial statements.
We involved specialists in assessing
management’s estimate of the fair value of
the contingent consideration receivable.
We have also evaluated the adequacy of the
disclosures.
Other information
The Board of Directors and the Managing Director (management) are responsible for the other
information. The other information comprises the Board of Directors’ report and other information
in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the consolidated financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Opinion on the Board of Directors' report
Based on our knowledge obtained in the audit, in our opinion the Board of Directors’ report
is consistent with the financial statements and
contains the information required by applicable statutory requirements.
Our opinion on the Board of Directors’ report applies correspondingly for the statements on
Corporate Governance and Corporate Social Responsibility.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view
in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as
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Auditor’s report 2023
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Page 4 of 5
management determines is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
For further description of Auditor’s Responsibilities for the Audit of the Financial Statements
reference is made to:
https://revisorforeningen.no/revisjonsberetninger
Report on compliance with requirement on European Single Electronic Format
(ESEF)
Opinion
As part of the audit of the financial statements of PetroNor E&P ASA we have performed an
assurance engagement to obtain reasonable assurance about whether the financial statements
included in the annual report, with the file name 984500AEEH2D2AK42C11-2023-12-31-en, have
been prepared, in all material respects, in compliance with the requirements of the Commission
Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and
regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes
requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of
the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
PETRONOR E&P ASA
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Auditor’s report 2023
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part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT.
Page 5 of 5
BDO AS
Børre Skisland
State Authorised Public Accountant
(This document is signed electronically)
PETRONOR E&P ASA
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Auditor’s report 2023
Glossary and definitions
bbl
One barrel of oil, equal to 42 US gallons or 159 litres
bcf
Billion cubic feet
bopd
Barrels of oil per day
boepd
Barrels of oil equivalent per day
CPR
Competent Person’s Report
GNPC
Gambia National Petroleum Company
Group or PetroNor Group
PetroNor E&P ASA and its subsidiaries
HAH
Hemla Africa Holding AS
HEPCO
Hemla E&P Congo SA
IOR
Improved oil recovery
MMbbl
Million barrels of oil
MMBOE
Million barrels of oil equivalent
Mmscfd
Million standard cubic feet per day
NUPRC
Nigerian Upstream Petroleum Regulatory Commission
PEPLA
Petroleum, exploration, development and production licence agreement
PSC
Production sharing contract
SNPC
Société National des Pétroles du Congo
Corporate directory
DIRECTORS
Eyas Alhomouz
Joseph Iskander
Gro Kielland
Ingvil Smines Tybring-Gjedde
Jarle Norman-Hansen
Azza Fawzi
REGISTERED OFFICE
Frøyas gate 13
NO-0273 Oslo
Norway
STOCK EXCHANGE LISTING
Oslo Børs
Ticker: PNOR
ISIN: NO0012942525
SHARE REGISTRAR
DNB Bank ASA, Verdipapirservice
Dronning Eufemias gate 30
0191 Oslo
Norway
AUDITORS
BDO AS
Munkedamsveien 45,
Vika Atrium
0121 Oslo
Norway
PETRONOR E&P ASA
ANNUAL REPORT 2023
139
PetroNor E&P ASA
petronorep.com