Annual
report
2022
The fully integrated
onshore Brazilian oil
and gas producer
IMPORTANT INFORMATION
This Report has been prepared by Seacrest Petroleo Bermuda
Limited (“Seacrest Petroleo“ or the “Company”) exclusively for
information purposes.
Statements in this Report, including those regarding the possible
or assumed future or other performance of the Company or its
industry or other trend projections, constitute forward-looking
statements. Forward-looking statements concern future circum
-
stances and results and other statements that are not historical
facts, sometimes identified by the words “believes”, “expects”,
“predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “fore
-
sees”, “anticipates”, “targets”, and similar expressions. By their
nature, forward-looking statements involve known and unknown
risks, uncertainties, assumptions and other factors because they
relate to events and depend on circumstances that will occur in
the future, whether or not outside the control of the Company.
Such factors may cause actual results, performance or develop
-
ments to differ materially from those expressed or implied by
such forward-looking statements. Accordingly, there can be no
assurance that such forward-looking statements will prove to be
correct. You should not place undue reliance on forward-looking
statements. They speak only as at the date of this Report, and the
Company does not undertake any obligation to update these
forward-looking statements if not required to do so for regulatory
purposes. Past performance does not guarantee or predict future
performance. Moreover, the Company and its affiliates, and its and
their respective directors, officers, employees and agents, do not
undertake any obligation to review, update or confirm expecta
-
tions or estimates or to release any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise in
relation to the content of this Report.
Neither the Company nor any of its affiliates, or its or their respective
directors, officers, employees or agents, makes any representation or
warranty, express or implied, that any transaction has been or may
be effected on the terms or in the manner stated in this Report, or at
all, or as to the achievement or reasonableness of future projections,
management targets, estimates, prospects or returns, if any.
This Report shall not be construed as a prospectus or an offer to
sell, or a solicitation of an offer to buy, any security or any business
or assets, nor to enter into any agreement or contract with any
recipient of the Report or any other person, and nothing contained
herein shall form the basis of, or be relied on in connection with, any
contract or commitment whatsoever. In particular, it must not be
used in making any investment decision. In accordance with the
above, this Report does not constitute, and should not be construed
as, an offer to sell or the solicitation of an offer to buy any security in
the United States or any other jurisdiction, and there will not be any
sale of securities in any state or jurisdiction in which such offer, solic
-
itation or sale would be unlawful prior to registration or qualification
under the applicable securities laws of such state or jurisdiction. This
Report is not intended for distribution to, or use by, any person in
any jurisdiction where such distribution or use would be contrary to
local laws or regulations.
This Report may include non-Generally Accepted Accounting
Principles (GAAP)/ International Financial Reporting Standards
(IFRS) financial measures. The Company presents non-GAAP/IFRS
measures when it believes that the additional information is useful
and meaningful to investors. Any non-GAAP/IFRS financial measures
contained in this Report are not measures of financial performance
calculated in accordance with GAAP/IFRS and should not be
considered replacements or alternatives to net income or loss, cash
flow from operations or other GAAP/IFRS measures of operating
performance or liquidity. Non-GAAP/IFRS financial measures should
be viewed in addition to, are not intended to be a substitute for,
and should not be considered in isolation from, analysis of the
Company’s results reported in accordance with the accounting
practices adopted by the GAAP/IFRS, as issued by the Financial
Accounting Standards Board (FASB)/International Accounting
Standards Board, as applicable. Notwithstanding these limitations,
and in conjunction with other accounting and financial information
available, the Company’s management considers such non-GAAP/
IFRS financial measures reasonable indicators for comparisons of
the Company against the Company’s principal competitors.
This Report speaks only as of the date set out on its cover. There
may have been changes in matters that affect the Company and
its subsidiaries (the “Group”) subsequent to the date of this Report.
Neither the delivery of this Report nor any further discussions of the
Company with any of the recipients shall, under any circumstances,
create any implication that there has been no change in the affairs
of the Group since such date. The Company does not undertake any
obligation to amend, correct or update this Report or to provide any
additional information about any matters unless required to do so
for regulatory purposes.
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest Petroleo
5
Company in brief
5
The fully integrated onshore Brazilian oil and gas
producer
6
History and structure
7
Year in brief
9
Letter from the CEO
10
Strategy
11
Assets and operations
14
Market and outlook
16
Sustainability
18
Introduction
19
Health and Safety
21
Climate and the Environment
22
People
24
Local Communities
25
Business Conduct
26
Governance
27
Board of Directors’ report
28
Board of Directors
32
Executive management
33
Corporate Governance
35
Reporting on payments to governments
43
Financials
44
Consolidated financial statements
45
Parent company financial statements
81
Statement of Reserves
95
Responsibility statement
96
Alternative Performance Measures
97
Independent Auditor’s report
99
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
44
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GO BACK
Seacrest Petroleo in brief
Seacrest Petroleo is an independent oil and gas production company with an integrated portfolio of producing oil fields and export
infrastructure onshore in Espírito Santo, Brazil. The Company has exclusive control over its infrastructure, all the way from field
production to the offshore tanker loading terminal, allowing for cost-effective operations, and enabling direct access to markets for
its premium grade products.
High quality assets
Considerable reserves with significant
organic upside potential. Proven success in
Brazil with a top-performing execution team
and the backing of industry leaders Seacrest
Group and Mercuria
Fully owned infrastructure
Large-scale infrastructure enables the
Company to process, transport and deliver our
oil production directly to sea tankers through a
uniquely integrated system providing control
and risk mitigation
Potential for growth
Significant ramp up of production expected
through simple, low-risk workovers, recom-
pletions and drillings
High margin barrels
Cash-generative business with potential
for growth and significant free cash flow
generation.
Seacrest Petroleo Annual Report 2022
5
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | Company in brief
GO BACK
The fully integrated onshore
Brazilian oil and gas producer
Seacrest Petroleo is an independent oil and gas producer focused on the redevelopment of midlife
onshore producing oil and gas fields. The Company’s assets are onshore in Espírito Santo, Brazil and
represent a cohesive set of attractive producing fields, interconnecting pipelines and an integrated export
terminal. The assets were acquired at attractive prices in the divestment program run by Brazil’s national
oil company, Petróleo Brasileiro S.A. – Petrobras.
The portfolio consists of the Cricaré Cluster and the adjacent Norte
Capixaba Cluster. The Cricaré Cluster is owned 100% and operated
by the Group and was acquired in December 2021. In February
2022, the Group entered into a purchase agreement with Petrobras
for the acquisition of a 100% interest and operatorship of the Norte
Capixaba Cluster and the waterway Terminal Norte Capixaba. This
transaction closed on 12 April 2023.
The fields have an estimated oil and gas volumes in place of 1.2
billion barrels of oil equivalents (bnboe) and certified proven and
probable reserves (“2P”) of 140 million barrels of oil equivalents
(mmboe) as of 31 December 2022. Q4 2022 production was approx-
imately 6,500 barrels of oil equivalents per day (boe/d) (including
Norte Capixaba) and is forecast to triple by 2025. The Company
has exclusive control over its infrastructure, all the way from field
production to the offshore tanker loading terminal, allowing
for cost-effective operations and direct access to markets for its
premium grade products. Approximately 90 per cent of the fields’
production is of a quality that qualifies it as fuel oil, without the
need for refining.
Seacrest Petroleo has a seasoned management team and organ-
ization of 103 employees with proven operational, technical and
commercial track-record in Brazil, backed by Seacrest Group and
Mercuria, combining a disciplined capital allocation strategy with
expertise in revitalising mid- and late-life fields.
Our commitment
With the commitment to deliver maximum value to its investors,
Seacrest Petroleo combines high productivity, ESG best practices
and financial discipline, striving for organic growth and develop-
ment of its acquired assets, always focused on efficiency and value
creation.
1.2
Oil & gas in place (bnboe)
29%
Target recovery factor
140
2p reserves
(mmboe pro forma)
1,2
6,500
Production per Q4 2022
(boe/d pro forma)
1
Including the Norte Capixaba transaction
2
Competent Person’s Report by DeGolyer and MacNaughton
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
66
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | The fully integrated onshore Brazilian oil and gas producerSeacrest Petroleo | The fully integrated onshore Brazilian oil and gas producer
GO BACK
History and structure
Seacrest Petroleo was established by the co-founders of Seacrest Group, Erik Tiller
and Paul Murray, in 2019. The founders had experience from establishing OKEA
ASA in 2015, focusing on the redevelopment of mid-life assets on the Norwegian
shelf. OKEA ASA undertook a public offering on the Oslo Stock Exchange in 2019.
The Group is following a similar strategy in Brazil. Prior to the incorporation of the Company, Seacrest
Group had analysed seven upstream projects in Brazil to find the right match for its capabilities as an
independent oil and gas producer. Seacrest Petroleo acquired the Cricarè Cluster from Petrobras in
partnership with a highly regarded local team in 2020. The Cricarè Cluster comprises a 100% working
interest in 27 fields which the Company started operating in full from 2022. In February 2022, the
Company entered into a purchase agreement with Petrobras for the acquisition of the Norte Capixaba
Cluster, which comprises four onshore oil and gas concessions with related oil and gas production
assets, in addition to an export terminal operated by a subsidiary of Petrobras. The transaction closed
on 12 April 2023, with the Company assuming full operations thereafter. After giving effect to the acqui-
sition of the Norte Capixaba Cluster, the Company will be the third larges onshore oil and gas producer
in Brazil.
On 23 February 2023, Seacrest Petroleo listed on Euronext Expand Oslo under the ticker “SEAPT”. The
initial public offering (IPO), which raised USD 260 million (including a 10% greenshoe), provides access
to Norwegian and international capital markets, a diversification of the Company’s ownership structure
and a portion of the capital required to finance the Norte Capixaba acquisition.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
77
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | History and structureSeacrest Petroleo | History and structure
GO BACK
1
Total price per effective date including up to $118m contingent payments at NPV10
2
Total price per effective date including up to $66m contingent payments at NPV10
2019
Cricaré
Operational transition
Norte Capixaba
acquisition completed
Cricaré signing
$155m ($2.8/bbl)
Norte Capixaba signing
$528.5m ($6.1/bbl)
IPO
$260m share issue
Petrobras process launched
Divestment of non-core assets
Norte Capixaba negotiated
Consolidating synergistic
production clusters and
best-in-class infrastructure
Cricaré negotiated
During an attractive
down-turn in the market
Analysed and bid
On several assets
Norte Capixaba
Operational transition
Seacrest Petroleo formed
To bid in the Petrobras
divestment program
2020 2021 2022 2023
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
88
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | History and structureSeacrest Petroleo | History and structure
GO BACK
Successful operational takeover at the
Cricaré Cluster in January 2022
Agreement with Petrobras to acquire the
Norte Capixaba Cluster in February 2022
Formed a consortium with Imetame and EnP
to bid for the ES-T-528 exploration block in April
2022, with subsequent award
Raised daily production at Cricaré 2.6x to an average
of more than 1.800 boe/d in the fourth quarter of 2022
Increased the active well count at Cricaré 1.7x to 151
wells by the end of the fourth quarter, with the wells
producing 80% more than forecast
Added 45 mmboe of incremental 2P
reserves to the reserve portfolio through
well-by-well inventory reviews
Certified 2P target recovery rate of
29% for the gross portfolio, including
Norte Capixaba
Revenues of USD 33.6 million, net loss of USD 119.2 million,
with significant resources spent on developing Cricaré and
preparing for the complation of the Norte Capixaba acquisition
Q4 22Q3 22Q2 22Q1 22
1 838
1 603
1 213
834
Q4 22Q3 22Q2 22Q1 22
151
131
111
90
2P
Split
2P
YE 22
Additions22
Production
2P
YE 21
NC
Cricaré
45 140
3
97
Avg Production Cricaré
(boe/d)
2P Reserve Development
1
(mmboe)
Number of active wells Cricaré
1
Including the Norte Capixaba acquisition
2022 highlights and key figures
Seacrest Petroleo Annual Report 2022
99
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | Year in brief
GO BACK
Michael Stewart
CEO, Seacrest Petroleo
Letter from
the CEO
Seacrest Petroleo is finally ready to assume its role
as the third largest onshore E&P company in Brazil.
Having been formed in 2019 specifically to take part in Petrobras’
divestment program, we are celebrating our first full year of oper-
ations at the Cricaré Cluster and the agreement to take over the
Norte Capixaba Cluster. Moreover, this first Annual Report follows
our successful IPO on Euronext Expand Oslo where we raised
USD 260 million of proceeds to finance our journey as Brazil’s
third largest onshore E&P company.
Excellent operational performance
After a year of preparations, Seacrest Petroleo assumed full
operational responsibility at the Cricaré Cluster in January 2022.
This has been a substantial achievement for our dedicated and
skilled team, where we have managed to raise daily production
levels from less than 700 boe/d in January 2022 to more than
1,800 boe/d on average for the fourth quarter of 2022, with a peak
well above 2,000 boe/d in October and November, before the rain
season affected production in December.
We have increased the number of active wells from 90 wells at
the start of the year to 151 at the end of the year with the average
well producing 80% more than predicted. Following the
higher-than-expected well productivity, a detailed well-by-well
inventory resulted in an increase in net 2P reserves at our fields of
45mmboe.
Norte Capixaba acquisition
We successfully bid for the Norte Capixaba Cluster in December
2021 and signed a binding agreement to take over the cluster
from Petrobras in February 2022. With a total consideration of
USD 528.5 million, significant efforts were made during the year
to secure financing for the USD 35.85 million deposit and for the
USD 425 million consideration to be paid on completion of the
acquisition, which took place on 12 April 2023. At the same time,
operational resources were dedicated in preparation for the take-
over of operations. The Norte Capixaba transaction consummates
our efforts to establish a fully integrated onshore E&P company
with well-to-terminal infrastructure comprising pipelines, treat-
ment stations and an export terminal. Based on our experience
at the Cricaré Cluster and the excellent potential for synergies
between the two clusters, we are excited about our prospects.
Fostering a strong corporate culture
The Seacrest Petroleo organisation now numbers more than 100
employees and, together with nearly 500 contractor personnel,
we are well positioned to deliver on our ambitions to significantly
increase production and recovery rates at our fields. We are happy
to have delivered excellent health & safety performance during the
year with no major incidents of harm to people or the environment.
Taking care of our local communities
Seacrest Petroleo has a broad ESG agenda and aims to be a
low-emission and safe producer of oil & gas. Our focus during
2022 has been on developing strong relationships with the local
communities where we operate. In addition to providing jobs and
paying taxes, we are actively involved in supporting educational
initiatives for our communities.
IPO and listing on Euronext Oslo Børs Expand
In February 2023, we successfully raised USD 260 million in an IPO on
Euronext Expand Oslo. We welcomed a significant number of new
shareholders on board who support our growth journey, while we
greatly appreciate the support from our long-term partner, Mercuria.
With the IPO and subsequent refinancing of our debt facilities,
Seacrest Petroleo is now fully funded for its growth ambitions.
While the regulatory and political landscape in Brazil can some-
times be challenging to navigate, we enjoy a strong combination
of attractive resources and the support of a favourable regime
for oil & gas production. With the Norte Capixaba transaction
completed, our growth journey truly begins!
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1010
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | Letter from the CEOSeacrest Petroleo | Letter from the CEO
GO BACK
Strategy
Attractive value chain positioning
The oil and gas industry can be divided into upstream activities
(exploration and production), midstream (processing, storage
and transportation) and downstream activities (refining and
marketing). With no exploration exposure, Seacrest Petroleo is
focused on the up- and midstream parts of the oil & gas value
chain and has exclusive control over its infrastructure, stretching
from field production to an offshore tanker loading terminal,
allowing for cost-effective operations and direct access to markets
for its premium grade products.
Accelerated organic growth profile
The fields in the Cricaré and Norte Capixaba clusters have been
operational for decades and were divested by Petrobras as part of
its efforts to focus on offshore oil & gas production. With a current
average 17% recovery factor, these clusters are in the production
stage and are considered midlife assets.
The recovery factor is the ratio between the
amount of oil or gas expected to be recov-
ered from a field and the estimate of oil or
gas originally in place. Current low recovery
factors provide further upside in recover-
able oil and gas reserves.
The fields have been underinvested for a long time and the
strategy of Seacrest Petroleo is to raise production and the ulti-
mate recovery rate from the fields through various well-related
initiatives. The Company has organized its development activities
into four main initiatives:
• Maintain existing production
Proved developed and producing reserves are currently esti-
mated at 18 mmboe
• Execute on the backlog of maintenance
Reopening and/or upgrading the pump technology for 211 wells
and revamping facilities closed due to lack of maintenance
by Petrobras, coupled with the restarting of steam injection
programmes
• Low-risk mature redevelopment
Drilling new in-fill oil wells, starting recompletion wells in
secondary intervals, and expanding existing steam injection
programmes to new areas
• Upsides
Additional drilling, steam programmes, and associated gas
projects in the adjacent areas with potential to unlock addi-
tional reserves
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1111
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | StrategySeacrest Petroleo | Strategy
GO BACK
Seacrest Uniquely Owns 100% Of The Underlying Fields And Infrastructure From Reservoir To Export Terminal
Upstream Midstream Downstream
2. Treatment Stations 3. Storage 4. Export Terminal1. Cricaré and Norte
Capixaba Fields
O&G Industry Value Chain
Exploration Production Port MarketingAppraisal Storage RefiningProcessing
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1212
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | StrategySeacrest Petroleo | Strategy
GO BACK
The target is to increase the recovery rate to 29% from the current 17%, which would
unlock approximately 140 mmboe in 2P reserves and more than triple current daily
production in the next 3-5 years.
Seacrest Petroleo intends to leverage the existing facili-
ties in place, which provide significant processing, storage
and offload capacity to serve the future production
growth with only minor upgrades required.
The Company also intends to leverage the synergies it expects to generate by inte-
grating the infrastructure of the Cricaré and Norte Capixaba Clusters. For instance, oil
produced in some fields in the Cricaré Cluster will be treated in Norte Capixaba facilities
to optimise logistics and existing production capacity. Additionally, the Company
expects that its ownership of the export terminal, with its storage and export capabili-
ties, will provide more flexibility in its operations and allow it to leverage opportunities
for marketing oil and capture higher margins from its operations through a “trading
around the asset” strategy.
In the longer term, Seacrest Petroleo plans to return
capital to shareholders as dividends as production
ramp-up increases.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1313
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | StrategySeacrest Petroleo | Strategy
GO BACK
Assets and operations
Our integrated and synergistic assets in Espírito
Santo, Brazil offer a unique opportunity for growth
The portfolio consists of the Cricaré Cluster and the Norte
Capixaba Cluster. The Cricaré Cluster is 100% owned and oper-
ated by Seacrest Petroleo and was acquired in December 2021.
In February 2022, Seacrest Petroleo entered into a purchase
agreement with Petrobras for the acquisition of a 100% interest
and operatorship of the Norte Capixaba Cluster and the waterway
Terminal Norte Capixaba (TNC). The transaction closed on 12 April
2023, with the Company assuming full operations thereafter.
The Cricaré Cluster started operations in 1973 and is expected
to remain in operation until 2050. The production is sent from
the treatment stations to the TNC using a combination of trucks
and the Company´s own pipelines. The Cricaré Cluster assets
are among the oldest of Petrobras’ divested assets, with only a
13% recovery factor as of 31 December 2021, which reflected of
Petrobras’ lack of focus on the cluster.
In contrast to some of the other mature onshore fields divested by
Petrobras, the Norte Capixaba wells and facilities are in excellent
condition and well maintained, with new wells being drilled as
recently as in 2020. The TNC is also well maintained, with Petrobras
having performed significant maintenance in 2021 and 2022.
As of 31 December 2022, the Company’s pro forma proven
reserves (“1P”) were estimated to 85.5 mmboe (7.7% gas), of which
26.8 mmboe are located in the Cricaré Cluster and 58.7 mmboe
in the Norte Capixaba Cluster. The Group’s pro forma 2P reserves
were estimated to 139.6 mmboe (6.6% gas), of which 55.9 mmboe
are located in the Cricaré Cluster and 86.7 mmboe in the Norte
Capixaba Cluster.
1.2
Oil & gas in place (bnboe)
29%
Target recovery factor
140
2p reserves
(mmboe pro forma)
1,2
6,500
Production per Q4 2022
(boe/d pro forma)
1
Including the Norte Capixaba transaction
2
Competent Person’s Report by DeGolyer and MacNaughton
São Mateus
TNC
EFAL
ESM8
FSL
FSRL
EFC
ELS
ERI
N
S
EW
0 5 10 Km
Cricaré Cluster
Norte Capixaba Cluster
Oil Pipeline
Gas Pipeline
LEGEND
BRAZIL
South
Atlantic
Ocean
Brazil
Bolivia
Peru
Argentina
Paraguay
Uraguay
Venezuela
Rio de Janeiro
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1414
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | Assets and operationsSeacrest Petroleo | Assets and operations
GO BACK
Cricaré Cluster Norte Capixaba Cluster
1
Terminal Norte Capixaba
1
27 onshore fields
151 active wells
4 onshore fields
131 active wells
500K BBL storage capacity
1.8K barrels of oil & gas
produced per day
5.2K barrels of oil & gas
produced per day
DIRECT ACCESS to domestic
and international oil markets
1
Acquired on 12 April 2023 with effective date of 1 July 2022
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1515
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | Assets and operationsSeacrest Petroleo | Assets and operations
GO BACK
Market and outlook
Macro environment
World energy consumption has steadily increased since the
industrial revolution, a trend which is expected to continue in
the medium term. Fossil fuels continue to supply around 82%
of the world’s primary energy. Oil is the largest energy source,
meeting 31% of the world’s energy consumption, while natural gas
accounts for 24% and coal for 27%.
The world’s consumption of primary energy, including oil, natural
gas, coal, nuclear, hydro power and other renewable energy,
increased by 5.2% in 2021. Global oil consumption increased by 5.3
mmboe/d or 5.8% in 2021.
South and Central America combined held a total of 18.7% of
the world’s oil reserves in 2022. Brazil is the largest oil producer,
producing more than half of the total production of the continent
with nearly 3 mmboe/d. Columbia and Venezuela are the second
and third largest, with 738,000 and 654,000 boe/d, respectively.
Oil prices
As evidenced by the price changes in recent years, the oil price
is highly dependent on the current and expected future supply
and demand of oil. As such, it is influenced by global macroeco-
nomic conditions and may experience material fluctuations on
the basis of economic indicators and economic events as well as
geopolitical events. Historically, oil prices have also been heavily
influenced by organisational and national policies, most signifi-
cantly the formation of OPEC and subsequent production policies
announced by the organisation. The figure below shows the Brent
oil price development from 1 January 2000 to 31 December 2022.
Distribution of proven
world oil reserves 2021
WorldAfricaS. & Cent.
America
Middle
East
Europe & CISNorth
America
Asia Pacific
36
7
22
24
18 17
9
28
6 6 4
7
94
90
Consumption
Production
World oil consumption and production by region, 2021
(mmboe/d)
Source: BP Statistical
Review of World
Energy 2022
Source: BP Statistical Review
of World Energy 2022
North America
S. & Cent. America
Europe & Eurasia
Middle East
Africa
Asia Pacific
48.3%
9.2%
18.7%
14.0%
7.2%
2.6%
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1616
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | Market and outlookSeacrest Petroleo | Market and outlook
GO BACK
50
100
150
20232022202120202019
Source: FactSet oil price data.
Brazilian oil and gas operations
Brazil is the ninth-largest liquid producer in the world and the
largest producer in South America. Brazil’s economy has expe-
rienced significant growth in the last decade, which has led to a
growth in total energy consumption of around 29%. In 2021, Brazil
was the ninth-largest energy consumer in the world and petro-
leum and natural gas represented 47% of Brazil’s domestic energy
consumption.
The competitive situation in Brazil is characterised by state-con-
trolled Petrobras as the dominant player. In addition, there was a
surge of large companies entering Brazil on the back of very large
discoveries in the 2000s including ExxonMobil, Equinor, Shell and
Galp. Seacrest Petroleo is the third largest onshore oil and gas
producer in Brazil.
Brazilian regulatory environment
The regulatory framework in Brazil is considered favourable to oil
& gas producers, especially due to low royalties and income taxes
on oil production, compared to similar countries. The Sudene tax
benefit, which is applicable to projects located in north-east Brazil,
including Cricaré and Norte Capixaba, will reduce the Group’s
Brazilian income taxes from 34% to 15.25% for a period of 10 years,
from 2023 until 2032.
In February 2023, the Brazilian authorities enacted a 9.2% tempo-
rary export tax on crude oil effective from 1 March 2023 until
30 June 2023. It is unclear whether such tax will become perma-
nent. The tax is not expected have an impact on the Group’s
revenues during 2023.
Outlook
Seacrest Petroleo’s ambition is to create value through two main
drivers. Firstly, to increase the Company’s reserves through the
reopening of wells and production efficiency to achieve a higher
recovery factor. Secondly, to scale up production in a favourable
oil market and leverage our operations and infrastructure. For the
full year 2023 Seacrest Petroleo expects to produce an average of
8,5-9,000 boe/d, reaching a highpoint of more than 10,000 boe/d
in the third and fourth quarters.
The Company intends to reopen an additional ~125 wells
throughout 2023, reaching a total operational well count of more
than 400 compared to 151 at the start of the year.
Brent oil price, daily from 1 January 2019 to 31 March 2023
USD per barrel
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1717
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
Seacrest PetroleoSeacrest Petroleo | Market and outlookSeacrest Petroleo | Market and outlook
GO BACK
Introduction
Seacrest Petroleo was established in 2019. In the following year, the Company underwent a gradual expansion
of the organization to prepare for the assumption of full operations of the Cricaré Cluster, which was effective
from January 2022. In parallel, substantial management resources were allocated to negotiating and
completing the Norte Capixaba acquisition during the year. The Company’s sustainability-related efforts are,
as a consequence, at an early stage, reflecting the short corporate and operating history. Seacrest Petroleo
nevertheless has significant ambitions within sustainability relating to energy use and efficiency, greenhouse
gas emission reductions, health and safety, workforce diversity and inclusion and responsiveness to local
communities. The Group’s corporate governance and business conduct framework has been set up to achieve
this.
Strategy and business model as
a context to sustainability
The fields in the Cricaré and Norte Capixaba clusters have been in
operation for decades and were divested by Petrobras as part of
its efforts to focus on offshore oil & gas production. The fields have
been underinvested for a long time and the strategy of Seacrest
Petroleo is to increase production and the ultimate recovery rate
from the fields through various means such as re-opening and
maintenance of existing wells, drilling new infill wells and starting
well recompletions, as well as steam injection programmes.
Combined, the target is to increase the ultimate recovery rate
to 29% from the current 17%, which would unlock around 140
mmboe and more than triple current daily production in the next
3-5 years.
The Company owns all related infrastructure in and from the fields,
consisting of pipelines and treatment facilities. This transports the oil
to the Norte Capixaba Terminal, which is fully owned by the Company
and consists of storage facilities and export facilities through an
offshore buoy. The infrastructure was developed by the previous
owner, Petrobras, with an estimated investment of USD 1 billion.
With all infrastructure already in place, the Group enjoys a favour-
able cost position and is able to operate with lower emissions and
risk of spills and environmental damage, compared to conven-
tional large-scale developments onshore or offshore.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
1919
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | IntroductionSustainability | Introduction
GO BACK
Material factors
An initial review of material issues relevant to the Company has
been undertaken based on internationally recognised frame-
works such as SASB and S&P Global frameworks. These guidelines
for the Company’s strategy and efforts within sustainability going
forward are summarised in the table below:
Key topics Material factors
Climate
GHG emissions
Climate transition risk
Physical climate risk
Business model resilience
Environment
Air quality and pollution
Water and wastewater management
Waste and recycling
Ecological impacts
Social
Human rights and community relations
Employee health & safety
Working conditions and employee conditions
Governance
Business ethics
Legal and regulatory environment
Critical incident risk management
As a starting point the Company has focused on developing a
solid framework for business ethics and developing a good health
& safety culture and performance.
Key topics Material factors
No accidents
Critical incident management, ecological
impacts, employee health and safety, business
model resilience
No harm to people
Human rights and community relations, employee
health & safety, customer health & safety
No damage to the
environment
GHG emissions, climate risk, air quality /
pollution, water and wastewater management,
waste and recycling, ecological impacts
No wrongdoings
Working conditions and employee practices,
business ethics, legal & regulatory environment
As the Company grows and develops, the overall sustainability
framework will be broadened and made more detailed. Key to
this will be to develop group wide systems to track and monitor
parameters related to health & safety, environmental and climate
impact, as well as breaches of the ethical framework for the
Company
Governance and risk management
The Management and the Board are responsible for ensuring
that the Company conducts its business with integrity and with
due focus on sustainable and responsible operations and that
it applies principles for sound corporate governance. The Board
holds the highest authority in the Company’s decision-making
hierarchy to approve matters of significance. The Company is
committed to conducting business in a fair, ethical and trans-
parent manner by adhering to the principles and guidelines
stated in the Company’s code of conduct.
Seacrest Petroleo has a risk management procedure formulated
in its Business Continuity Plan and Policy. This policy is focused on
managing unforeseen operational incidents, such as storms, fires,
water damage or significant technological failures.
The Company intends to establish a wider risk management
system to manage its growing operations.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2020
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | IntroductionSustainability | Introduction
GO BACK
Health and Safety
Seacrest Petroleo follows the principles of “no harm to people” and “no accidents”. Maintaining good health &
safety performance is essential to operate and integral to attracting and retaining a skilled workforce, as well
as to continuously maintain good relations with the local communities where we operate. Seacrest Petroleo is
subject to strict health and safety regulations in Brazil, as well as evolving industry standards and international
conventions. The impact of breaching such regulations may be material.
Policies
Seacrest Petroleo has a Health, Environment and Safety Policy,
reflecting its commitment to operate responsibly and securely
and to never compromise on the Group’s standards for health,
safety and the environment. Among other things, the Policy
reflects the Company’s commitments to:
• Comply with or exceed legal requirements and other
requirements
• Define objectives and goals that lead to improvements
• Support and train staff and ensure their competence in HSE
matters
• Manage the risks associated with contractors
• Report, investigate and learn from any accidents or near misses
• Routinely inspect workplaces and to audit systems and
processes
• Look for ways to improve our performance
Everyone involved with Seacrest Petroleo has the responsibility to
comply with this Policy and to assist in its execution.
The Company is satisfied with its health and safety performance
during 2022, its first year of true operations. The focus for 2023 will
be on strengthening the safety culture to eliminate high potential
incidents and near misses.
HEALTH AND SAFETY
Unit 2022
Employee Hours
Hours worked own workforce # 109 551
Hours worked contractors # 898 349
Total hours worked # 1 007 901
Serious incidents (SI) # 0
Lost time injuries (LTI) # 0
Total recordable injuries (TRI) # 0
Serious incidents rate (SIR) # / mn hrs 0
Lost time injuries rate (LTIR) # / mn hrs 0
Total recordable injuries rate (TRIR) # / mn hrs 0
Total fatalities # 0
High Potential Incidents # 1
Near misses # 3
Restricted workday cases # 0
Medical treatment cases # 0
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2121
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | Health and SafetySustainability | Health and Safety
GO BACK
Climate and the Environment
Leveraging existing infrastructure for its activities is core to Seacrest Petroleo. With no need for construction
and development activity in the Company’s operations, a substantial source of emissions is removed. Moreover,
onshore oil & gas production is generally lower in emissions than offshore oil & gas and entails reduced oil spill
risk compared to offshore operations. The infrastructure is already in place in developed areas, which implies
lower impacts on the native vegetation and environment.
On the other hand, the risk of environmental impacts, such as oil
spills and leaks, cannot be eliminated. The Company is subject to
strict environmental regulations and permits in Brazil. Seacrest
Petroleo complies with all license-to-operate requirements when it
comes to environmental management, from water management
to GHG emissions and aims to exceed all environmental regulations
through a continuous process of measurement and improvement.
Physical climate risk is a relevant factor for our operations due to
the increased frequency and severity of storms that may result
in production disruptions and damage to equipment and assets.
Longer term transition risks include global carbon emission taxation
schemes, which may have a negative impact on demand for hydro-
carbons or reduce the profitability of our operations, if levied on the
producers. Access to financing may also become more restricted as
lenders may be incentivised away from fossil fuels towards renew-
able energies and the green energy transition in general.
Seacrest therefore takes its climate responsibility seriously and
plans to set clear targets for performance related to carbon emis-
sions to ensure that it delivers a product that is low on emissions
and low on environmental impact.
KPIs and performance management
Seacrest Petroleo is required to track GHG emissions and energy
use related to production, and report this to the ANP (the Brazil
National Petroleum Agency) and the IBAMA (the Brazilian
Institute of Environment and Renewable Natural Resources),
as specified in the environmental licenses for the fields. The
reporting covers both Scope 1 and Scope 2 emissions.
As the Group took over operations at the Cricaré Cluster from
January 2022, there are no prior historical numbers available. For
comparison, the crude oil and petroleum products used refer to
diesel oil used for power generation, while the renewable energy
consumption refers to alcohol-based additives mixed into the fuel.
The Group has engaged with a sustainability consultancy to
expand the reporting structure, and to include other relevant
parameters such as water use, waste, and environmental impacts.
This wider reporting system will be up and running from 2023 and
onwards.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2222
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | Climate and the EnvironmentSustainability | Climate and the Environment
GO BACK
CLIMATE AND ENVIRONMENTAL PERFORMANCE
Unit 2022
Production Numbers
Oil ‘000 boe 460
Natural gas ‘000 boe 41
Total production ‘000 boe 501
ENERGY
Energy Consumption
Coal and coal products MWh n.a.
Crude oil and petrolum products MWh 6 852
Natural gas MWh 51 838
Other non-renewable sources MWh n.a.
Nuclear products MWh n.a.
Purchased or acquired electricity, heat, steam and cooling from
non-renewable sources MWh 5 045
Total non-renewable energy consumption MWh 63 736
Share of non-renewable sources in total energy consumption % 98%
Renewable energy consumption MWh 1 116
Direct Energy Consumption MWh 59 807
Indirect Energy Consumption (Electricity) MWh 5 045
Total Energy Consumed MWh 64 852
Energy Intensity KWh/boe 129
Unit 2022
GHG EMISSIONS
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions tCO
2
e 42 112
Scope 2 GHG Emissions
Gross location-based Scope 2 emissions tCO
2
e 638
Gross market-based Scope 2 emissions tCO
2
e n.a.
Total GHG emissions (Scope 1 + Scope 2, Location Based) tCO
2
e 42 750
Total GHG emissions (Scope 1 + Scope 2, Market Based) tCO
2
e n.a.
Scope 3 Emissions tCO
2
e n.a.
Spills and leakages
Hydrocarbon spills to the environment - oil # 3
Hydrocarbon spills to the environment - gas # 0
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2323
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | Climate and the EnvironmentSustainability | Climate and the Environment
GO BACK
People
At year-end 2022, Seacrest Petroleo had 103
employees, of which 97 were located in Brazil, six in
Bermuda and one in Norway. At the same date, the
Company also had approximately 500 contracted
personnel, all located in Brazil and engaged in the
Company’s operations.
Access to skilled personnel is key to the success of Seacrest
Petroleo due to its reliance on engineers and specialists within
a wide range of sciences. The Company is committed to recog-
nising diversity and to ensure equal opportunities, including fair
employment conditions.
The Company’s practices include enabling basic education and
health programmes at community level, building community
business partnerships and training of necessary skilled personnel.
These initiatives help elevate society out of poverty by responsibly
producing the essential ingredients for affordable and reliable
energy.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2424
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | PeopleSustainability | People
GO BACK
Local Communities
Seacrest Petroleo recognizes the important role that education
plays in building strong and thriving communities. The Company
is dedicated to supporting local schools through a range of
initiatives aimed at promoting financial literacy and education.
The programmes are carefully planned and executed, and the
feedback received from the local education departments and
community leaders has been overwhelmingly positive. Activities
include:
• Donations to social programmes in nearby communities
• Mentoring programme for 16–26 year-olds, with a focus on
vulnerability, diversity and inclusion
• Education development programme, with a focus on financial
education and literature
• Investments to generate opportunities for local workforce,
contractors and suppliers, which creates economic value and
reduces poverty
The Company is conscious of its role as a major contributor to jobs
creation and tax revenue in the local communities and regards
this as one of its main purposes.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2525
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | Local CommunitiesSustainability | Local Communities
GO BACK
Business Conduct
Seacrest Petroleo is committed to upholding high ethical standards in all its business activities. All employees
and others performing work for and on behalf of Seacrest Petroleo and/or any of its affiliates are expected to
adhere to all applicable laws and regulations and the Company’s code of conduct, and to demonstrate ethical
behaviour in their business relations and decisions.
Policy framework
• Anti-corruption Policy
• Gifts and Entertainment Policy
• Oversight of Service Providers Policy
• AML and Sanctions Compliancy Policy
• Business Continuity Plan and Policy
The full set of policies are available through the Company’s
website, www.seacrestpetroleo.com.
Seacrest Petroleo has zero tolerance with respect to bribery
and corruption and each group company and all personnel are
required to comply with all relevant anti-corruption and anti-
bribery laws, rules and regulations of all jurisdictions where the
Group has operations.
The Anti-Corruption Policy reflects the Group’s commitment to
conduct business with the utmost integrity and provides the
framework for what is considered responsible conduct in business
and operations. Compliance with all applicable laws, rules and
regulations, including anti-corruption laws, is fundamental. The
Policy applies to the Company’s personnel and all representatives,
business partners, and to all to joint ventures, mergers and acqui-
sitions and other transactions in which the Group participates.
The Chief Compliance Officer (CCO) has responsibility for the
administration of the Anti-Corruption Policy and other compliance
policies and procedures and monitors the compliance with these.
As directed by the CCO or Management, the Group shall under-
take periodic global corruption risk assessments with respect
to its then current and anticipated activities. Management
will ensure that group personnel and representatives
understand and are able to comply with the policies and
procedures through internal and external communication,
including training.
It is the Group’s policy to conduct due diligence on critical
third-party service providers used by the Group prior to their
engagement. Such reviews include the service provider’s
compliance with the terms of agreements in place and assess-
ment of the service provider’s continued suitability and capacity
to perform the activities being outsourced. The Group also
determines whether the service provider maintains adequate
physical and data security controls, transaction procedures,
business continuity and IT contingency arrangements (including
periodic testing), insurance coverage, and compliance with
applicable laws and regulations. Seacrest Petroleo has estab-
lished a reporting channel with partner Contato Seguro for
employees, contractors, and other stakeholders to confidentially
report any concerns or complaints about issues in the corporate
environment.
The Group has a compliance training programme which
comprises regular online training provided by a third party, with
certifications awarded upon approval, as well as weekly newslet-
ters delivered to the operations teams in Brazil.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2626
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
SustainabilitySustainability | Business ConductSustainability | Business Conduct
GO BACK
Board of Directors’ report
Introduction
Seacrest Petroleo is an independent oil and gas production
company with an integrated portfolio of producing oil fields
and export infrastructure onshore in Espírito Santo, Brazil. The
Company has exclusive control over its infrastructure, continu-
ously from field production to an offshore tanker loading terminal,
allowing for cost-effective operations, and enabling direct access
to markets for its premium grade products.
The Company was incorporated in Bermuda on 5 June 2019 as
an exempted company limited by shares under the Bermuda
Companies Act. The Company’s registered office address is
Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda, and its
website is www.seacrestpetroleo.com.
Seacrest Petroleo is headquartered in Bermuda, while the Group’s
business activities are conducted in Brazil through the Rio de
Janeiro office. The Company also has representatives in Uruguay
and in Norway.
The Company was formed to acquire assets from Petrobras’
divestment programme. In August 2020, through its wholly
owned Brazilian subsidiary Seacrest SPE Cricaré S.A., the
Company entered into an agreement with Petrobras to acquire
the Cricaré cluster, which comprises 27 onshore oil concessions
and the related oil and gas production assets. The acquisition
closed in December 2021 and the Company assumed operational
responsibility of Cricaré from January 2022.
In December 2021, the Company was identified by Petrobras as
the winning bidder for the Norte Capixaba Cluster and Seacrest
Petroleo entered into a purchase agreement with Petrobras
for the acquisition of the cluster in February 2022. The Norte
Capixaba Cluster comprises four onshore oil concessions with
related oil and gas production assets and the Terminal Norte
Capixaba, which is operated by a subsidiary of Petrobras. The
closing of the Norte Capixaba Acquisition took place on 12 April
2023, after which the Company became the third largest onshore
oil and gas producer in Brazil in terms of reserves and production.
Operational review
Production at the Cricaré Cluster commenced in January 2022
after a nine-month transition period. During 2022, Seacrest
Petroleo undertook several initiatives to increase production from
the Cluster:
• Re-opening shut-in wells
• Pump stroke optimization
• Steam injection cycles and workovers
As a result of these initiatives, the number of actively producing wells
increased from 90 wells at the start of the year to 151 wells at the end
of the year. Well productivity was also significantly enhanced. Hence
the Company was able to more than double the daily production
from the Cluster, with the average production in fourth quarter of
2022 being 2.6 times higher than the production in January.
Operations were also focused on the operational transition period
at the Norte Capixaba Cluster, following the purchase agreement
entered into in February 2022, as well as on securing the required
approvals, permits and funds to consummate the acquisition of
the Cluster during 2023.
As a result of the start of production at Cricaré, and the prepara-
tion for the operational take-over at Norte Capixaba, the Company
had a substantial increase in the number of employees, which
was 103 at the end of 2022, up from 25 the year before.
Reserves and resources
At year end 2022, the Company had certified proforma 2P
reserves of 139.6 mmboe, consisting of 93% oil reserves and 7%
natural gas reserves. Of this, 62% (85.5 mmboe) are regarded as 1P
reserves and the remainder (54.1 mmboe) as 2P reserves. There is
an additional 12.3 mmboe in 3P reserves. The reserves include the
Norte Capixaba Cluster, which was acquired on 12 April 2023.
Certified resources in place across the two clusters amount to 1.15
bnboe and the recovery rate to date is a combined 17%. The certi-
fied 2P reserves for both clusters imply a recovery rate of 29%.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2828
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report
GO BACK
Health, safety, security, environ-
ment and quality (HSSEQ)
Health, safety, security, environment and quality (“HSSEQ”)
have the highest priority throughout the Seacrest Petroleo
organisation. The Company has established policies for safety,
security, occupational health and environmental management.
The Company prioritises safety in all its operations and has “zero
harm” as an overriding objective for personnel and the environ-
ment. The Company also shows due respect for the individual,
human rights and employment practices.
Financial review
The consolidated financial figures for Seacrest Petroleo relate
to the full-year 2022. The comparable figures from 2021 are, as
referenced above, based on no income generating activity, as the
Company did not assume operational responsibility at Cricaré
until January 2022.
Profit and loss
Income statement revenue was USD 33.6 million in 2022
compared to zero revenues in 2021. Cost of sales and general and
administrative expenses were USD 67.8 million in 2022 compared
to USD 14.6 million in 2021.
Losses before interest, taxes, depreciation, and amortization
(EBITDA) for 2022 were USD 11.1 million compared to losses of
USD 14.6 million in 2021.
Operating loss was USD 34.2 million in 2022 compared to a loss of
USD 14.6 million in 2021.
The changes in revenue and EBITDA were due to the Company
taking over operations at the Cricaré Cluster from January 2022.
The changes in operating losses were also affected by amorti-
zation of the intangible assets referring to the Cricaré Cluster
concession.
Net financial expenses were USD 104.6 million compared to net
financial income of USD 0.5 million in 2021. The main drivers for
the change refer to USD 34.5 million of present value adjustment
and USD 55.1 million of hedging costs.
Tax income (deferred) was USD 19.6 million in 2022. The Company
did not record any tax expense or income in 2021.
Net losses were USD 119.2 million in 2022 compared to net losses
of USD 14.0 million in 2021.
Balance sheet
At of 31 December 2022, Seacreast Petroleo had a total equity of
minus 52.7 million compared to equity of USD 9.3 million in 2021.
As of 31 December 2022, the Company had USD 65.7 million of
interest-bearing debt compared to USD 44.2 million in 2021.
Cash flow
Net cash flow from operating activities was negative by USD 31.8
million in 2022 compared to USD 6.9 million in 2021.
Net cash outflow from investment activities amounted to
USD 39.7 million in 2022 compared to USD 33.7 million in 2021. The
investments were related to the deposit for the Norte Capixaba
acquisition.
Net cash inflow from financing activities in 2022 was USD 67.6
million, reflecting a capital increase and an increase in financial
loans. In 2021, the net cash inflow from financing activities was
USD 56.9 million.
Liquidity and financing
As of 31 December 2022, Seacrest Petroleo had cash and cash
equivalents of USD 7.7 million compared to USD 16.9 million in
2021.
Parent company accounts
Seacrest Petroleo Bermuda Limited reported a net loss of USD 14.1
million for 2022. As at 31 December 2022 total assets amounted
to USD 73.9 million (USD 22.5 million) and equity was USD 50.3
million (USD 13.3 million).
Going concern
Based on Seacrest Petroleo’s overall position at the end of the
year, as well as the current outlook, the Board of Directors believes
that Seacrest Petroleo has a good foundation for continued
operations. The accounts have been prepared on a going concern
basis.
Corporate governance policy
Seacrest Petroleo supports the principles of the Norwegian Code
of Practice for Corporate Governance (the Code) issued by the
Norwegian Corporate Governance Board (NUES/NCGB). As a
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
2929
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report
GO BACK
company incorporated in Bermuda, the Company is also subject
to Bermuda laws and regulations with respect to corporate
governance.
More detailed information can be found in the separate Corporate
Governance Report section of this Annual Report
Risk factors
Seacrest Petroleo’s risk exposure is analysed and evaluated to
ensure sound internal control and appropriate risk management
based on internal values, policies, and code of ethics. Seacrest
Petroleo is exposed to market risk (including commodity price
risk), political risk, climate risk, credit risk, and liquidity risk.
Development of oil and gas fields is associated with risks including
but not limited to, the price of crude oil, cost overruns, production
disruptions, as well as delays compared to initial plans. Some of the
most important risk factors are related to the estimation and recov-
erability of reserves. Changes to energy prices might influence the
economic viability of ongoing and planned developments and
anticipated revenues from the production of such developments.
Furthermore, the global energy transition trend has heightened
risk related to climate change for Seacrest Petroleo.
Seacrest Petroleo expects continued regulatory attention
including changes to taxation relating to climate change. The
overall risk management programme focuses on addressing
these risks and seeks to minimise potential adverse effects on
Seacrest Petroleo’s financial performance.
The most important operational risk factors are related to the
operation of the Cricaré and Norte Capixaba clusters and the
execution of projects, which could lead to accidents, oil spills and
damage to the environment if not managed properly.
Seacrest Petroleo has a limited indirect exposure to the war in
Ukraine.
Recent global macroeconomic and geopolitical developments
have supported higher energy prices amid concerns for regional
energy shortages. At the same time, project execution risk has
increased with supply chain and logistics challenges, inflationary
pressures, and higher interest rates. Seacrest Petroleo is focused
on mitigating potential impacts from supply chain challenges
and commodity inflation across its development portfolio.
Seacrest Petroleo’s operational activities are subject to tax in
Brazil. As assets and production are long-term in nature, Seacrest
Petroleo’s results could be exposed to risk of changes to tax legis-
lation in Brazil.
Seacrest Petroleo is also subject to risks associated with the
overall energy policies in Brazil, as well as changes to regulatory
regimes, that may emerge for political reasons.
For more information about risk factors identified for the
Company, see the prospectus dated 8 February, 2023, in relation
to the IPO of Seacrest Petroleo.
Outlook
Seacrest Petroleo prioritises safety first with zero harm as an
overriding objective for people and the environment. Seacrest
Petroleo is reducing its carbon footprint by developing discovered
oil and gas resources through the use of existing production
infrastructure.
Seacrest Petroleo expects oil and gas to remain an important part
of the global energy mix in decades to come and remains focused
on realising long-term value creation via its phased development
strategy and investments in high-return assets. The flexible
investment strategy fits a range of market scenarios and positions
Seacrest Petroleo to address both short- and long-term opportu-
nities to drive cash flows and earnings.
Energy prices remain at historically high levels despite a softening
of macroeconomic drivers during 2022 as geopolitical conflict,
global supply chain challenges, inflation, and higher interest rates
slowed global economic growth. This is primarily due to strong
underlying global energy demand combined with the war in
Ukraine and sanctions imposed on Russia which have reduced
regional energy supply in Europe and created concerns about
shortages.
Seacrest Petroleo expects to create significant value for its
stakeholders going forward. Short-term, the focus is on raising
production and ultimate resource recovery from the Cricaré and
Norte Capixaba Clusters significantly. The Company aims to triple
the combined production from the two clusters by 2025 and to
add additional reserves to its 2P reserve base in the process
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3030
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report
GO BACK
This should support significant positive cash flow at current oil
price levels. Seacrest Petroleo has a solid capital base with the
recent USD 260 million IPO and the USD 300 million credit facility
entered into to finance the Norte Capixaba acquisition.
Events after the reporting date
In February 2023, Seacrest Petroleo conducted an initial public
offering (IPO) of 443,666,666 shares for gross proceeds of USD 260
million. The shares were officially listed on the Euronext Expand
Oslo market on 23 February 2023 under the ticker SEAPT. The IPO
was undertaken to expand the Company’s shareholder base, to
secure funding to complete the Norte Capixaba transaction and
to provide funds for the substantial development programmes for
the Company’s assets.
In February 2023, Seacrest Petroleo also signed a USD 300 million
credit agreement with five banks in Brazil, which together with
the proceeds from the IPO was used to finance the balance of the
purchase price owed to Petrobras for the Norte Capixaba Cluster
and to acquire from Mercuria and restructure the Company’s
existing USD 45 million debt incurred to finance the acquisition
of the Cricaré Cluster. The Credit Agreement is structured as a
pre-export financing or PPE for Brazilian purposes.
On 3 April 2023, the Company registered a reverse share split of
the Company’s shares at a ratio of 2:1. Following the registration,
the number of authorised shares in the Company amounts to
374,062,500 common shares and 75,000,000 undesignated shares.
On 12 April 2023, Seacrest Petroleo SPE Norte Capixaba Ltda,
a subsidiary of the Company, completed the acquisition from
Petrobras of the Norte Capixaba Cluster assets. The closing
consideration paid to Petrobras was USD 426.65 million, which
is in addition to USD 35.85 million paid on the signing of the
purchase contract on 23 February 2022 and up to USD 66 million
of contingent payments that are dependent on future Brent
prices. The draw down of the USD 300 million credit facility took
place immediately prior to completing the acquisition.
Rio de Janeiro, Brazil/Hamilton, Bermuda, 21 April 2023
The Board of Directors of Seacrest Petroleo Bermuda Limited
Erik Tiller
Executive Chairman
Paul Murray
Board Member
Scott Aitken
Board Member and
President of the Executive
Committee
Rune Olav Pedersen
Board Member
Denis Chatelan
Board Member
Paulo Ricardo da S. dos Santos
Board Member
Pedro Magalhães
Board Member
Michael Stewart
Chief Executive Officer
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3131
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report
GO BACK
Board of Directors
Erik Tiller
Executive Chairman
Erik Tiller has more than 25 years of experience in finance and business, both within the oil and gas
industry and the asset management industry. In 2011 Tiller founded the Seacrest Group, an interna-
tional oil and gas private equity group. In addition to being a co-founder of the Company, Mr. Tiller also
co-founded the Norwegian oil and gas company OKEA ASA in 2015. Mr. Tiller holds a BA in Business
Administration and International Management from California Lutheran University.
Scott Aitken
Board Member and President of the Executive Committee
Scott Aitken has 30 years of experience within management and engineering, within the oil and gas
industry. Aitken has 18 years’ experience as a chief executive officer, 6 years’ experience at regional manage-
ment level and 6 years in petroleum engineering and asset management. Aitken is co-founder and
director of High Power Petroleum LLC. Aitken holds a degree in physics from the University of Strathclyde.
Denis Chatelan
Board Member
Denis Chatelan has more than 30 years of experience within finance and management and has
extensive board experience. Since 2016, he has held the position of Head of Business Development
at Perenco, an independent Anglo-French oil and gas company. Prior to joining Perenco in 2004, he
worked as CFO Africa at Rougier S.A. and as a consultant at Deloitte & Touche (France). He holds a
major in finance from Paris ESCP Business School.
Paulo Ricardo da S. dos Santos
Board Member
Paulo Ricardo da S. dos Santos has more than 35 years of experience from the oil and gas sector and has held
a variety of positions within exploration, consulting and management. He has served as general manager
of Petrobras Energia S.A. from 2004 to 2007. He holds a graduate’s degree in geology from Universidade
Federal do Paraná and a master’s degree in Geophysics from the Universidade Federal da Bahia.
Paul Murray
Board Member
Paul Murray has over 25 years’ experience in venture capital and private equity investment across tech-
nology and natural resources. Together with Mr. Tiller, Mr. Murray is a co-founder of the Seacrest Group.
Mr. Murray is a co-founder of Company, as well as a co-founder of the Norwegian oil and gas company
OKEA ASA. He was previously a director of 3i’s technology investment team, Cazenove Private Equity
and a partner at DFJ Esprit. He holds a degree in mathematics from Oxford University.
Rune Olav Pedersen
Board Member
Rune Olav Pedersen has served as President & CEO of PGS ASA since 2017. Mr. Pedersen has previously
held the position of executive vice president & general counsel at the company. Prior to joining PGS he
was a partner in the oil and gas department of the law firm Arntzen de Besche. He has a law degree
from the University of Oslo, a post-graduate diploma in European competition law from Kings College
London and an Executive MBA from London Business School.
Pedro Magalhães
Board Member
Pedro Magalhães is a partner at the Brazilian law firm Nunes Fernandes & Advogados Associados since
2005 and has extensive experience in the power business regulation and in the oil and gas sector. He
is currently a member of the board of directors of several companies, including TEP – Termoeletrica
Potiguar S.A., Água Limpa Energia S.A and Areia Energia S.A, São Francisco Energia S.A. Mr. Magalhães
holds a Bachelor of Laws from the Federal university of Bahia and an MSc in Energy lndustry
Regulation from the University of Salvador.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3232
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Board of DirectorsGovernance | Board of Directors
GO BACK
Michael Stewart
CEO
Michael Stewart has more than 30
years of experience in the energy
and finance industries. Prior to
joining the Seacrest Group, he
worked for SBCM (the Sumitomo
Bank trading division), Smith
Barney, Salomon Brothers, and
Bearing Capital. Mr. Stewart holds
an A.B. from Columbia College of
Columbia University in the City of
New York.
Scott Aitken
Board Member and President of the
Executive Committee
Scott Aitken has 30 years of expe-
rience within management and
engineering, mainly within the
oil and gas industry. Aitken has 16
years’ experience as a chief exec-
utive officer, 6 years’ experience at
regional management level and
6 years in petroleum engineering
and asset management. Aitken is
currently the CEO of High Power
Petroleum LLC. Aitken holds
a degree in physics from the
University of Strathclyde.
Torgeir Dagsleth
Group CFO
Torgeir Dagsleth has over 30 years
of experience in the oil and gas
industry. Prior experience includes
serving as CFO of Seacrest Capital
Group, Vice President Finance of
Kongsberg Automotive ASA, CFO of
Terra Global Ltd and Assistant Group
Controller of PGS ASA. He holds
a bachelor´s degree in business
management from the Norwegian
Business School (BI).
Juan Alves
Senior VP Production and
Operations
Juan Alves has more than 10 years
of experience within the oil and gas
industry in Brazil, with particular
expertise in mature and marginal oil
fields management, revitalisation,
development and optimization
works. Alves has previously worked as
general manager at PetroReconcavo.
Alves holds a degree in chemical
engineering and a postgraduate
degree in specialisation of drilling
fluids, completion and stimulation
of wells, both from the Federal
University of Rio Grande do Norte.
Giovanna Siracusa
General Manager
Giovanna Siracusa has held the
position of General Manager at
Seacrest Petroleo since October
2020. She has over 10 years’ experi-
ence in business administration and
financial analysis. She has previously
worked in M&A and equity research
within the oil and gas industry. She
holds bachelor’s degree in business
administration from Fundação
Getulio Vargas, São Paulo, Brazil.
Executive management
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3333
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Executive managementGovernance | Executive management
GO BACK
Rafael Grisolia
CFO Brazil
Rafael Grisolia has over 20 years
of experience in high leadership
positions or as an executive officer
in large Brazilian companies. Prior
to joining Seacrest Petroleo, he
has held various managerial and
financial positions within the sector,
including as CEO and CFO of Vibra,
and CFO of Petrobras SA.
Guilherme Santana
SVP Development
Guilherme Santana has over 30
years’ experience in the areas of
oil & gas, strategic planning, risk &
crisis management among others.
Guilherme was General Manager
of Strategic Studies and Planning
and Research of ANP, the National
Agency of Petroleum. He holds
an MSc. Degree on Management
Studies and a PhD degree on Risk
and Crisis Management from the
University of Surrey, England.
Thomas Kandel
Asset Investment Director
Thomas Kandel has more than
10 years’ experience from the oil
industry. He previously served in
M&A and Portfolio Management at
Seacrest Group and Engie. He holds
master’s degree in engineering
from Ecole Centrale de Lyon and
from IFP School.
Peter O’Driscoll
General Counsel
Peter O’Driscoll has served as
General Counsel of the Company
and Seacrest Capital Group Limited
since June 2019. For the period
from June 2005 to June 2019, he
was a partner of Orrick, Herrington
& Sutcliffe LLP. Mr. O’Driscoll was
admitted to the Bar of the State
of New York in 1988. He obtained
his law degree from Northwestern
University School of Law in 1987, and
a BA in English Literature from Oral
Roberts University in 1984.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3434
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Executive managementGovernance | Executive management
GO BACK
Corporate Governance
Seacrest Petroleo strives to protect and enhance shareholder value through openness, integrity and equal
shareholder treatment. The Company is committed to maintaining high standards of corporate governance
and investor relations as a key element of the strategy to reduce risks and increase value creation for the
benefit of shareholders, employees, the environment and the society as a whole.
1. Corporate Governance in Seacrest
Petroleo Bermuda Ltd
Seacrest Petroleo Bermuda Limited is a Bermuda limited liability
company listed on Euronext Expand Oslo. Seacrest Petroleo
Bermuda Limited (hereinafter ”Seacrest Petroleo” or ”Company”)
and its activities are primarily governed by the Bermuda
Companies Act, its Memorandum of Association and its Bye-laws.
In addition, the Company is subject to certain aspects of the
Norwegian Securities Trading Act, the Norwegian Accounting Act
and the continuing obligations for companies listed on the Oslo
Stock Exchange.
The Board of Directors of Seacrest Petroleo (“Board”) has prepared
the following report that explains the Group’s corporate govern-
ance practices and how it has complied with the Norwegian Code
of Practice for Corporate Governance (the “Corporate Governance
Code”) in the preceding year. The application of the Corporate
Governance Code is based on the “comply or explain” principle
and deviations from the Code, if any, are explained under the
relevant item. The Group’s corporate governance practices are
subject to annual reviews and discussions by the Board.
Subject to the deviations identified below, the Company will seek
to comply with the Norwegian Code of Practice for Corporate
Governance.
Deviations to the Code
In its own assessment, the Company as at 31 December 2022 did
not comply with the following recommendations of the Corporate
Governance Code:
• Section 2 – The Business: Pursuant to the Company’s
Memorandum of Association, the objects for which the
Company was formed and incorporated are unrestricted
• Section 3 – Equity and dividends:
– The Board of Directors’ authority to increase the Company’s
issued share capital is limited to the extent of its authorized
but unissued share capital at any time and is not restricted to
specific purposes
– The Company’s Bye-laws permit the Board of Directors to
grant share options in respect of authorized but unissued
shares or shares held in treasury to employees without
requiring that a general meeting of shareholders be
presented with the volume or other terms and conditions of
such grant
– Under the Company’s Bye-laws, the Board of Directors may
declare dividends and distributions without the approval of a
general meeting of shareholders
• Section 4 – Transactions with close associates: The Bermuda
Companies Act does not contain special case management
requirements for how specifically defined agreements between
public companies and close associates are to be handled
• Section 6 – General meetings:
– The Company will normally not have the entire Board of
Directors attend general meetings, as this is not required by
Bermuda law
– Pursuant to the Company’s Bye-laws, general meetings of
shareholders are chaired by the chairman of the Board of
Directors or, in his absence, another member of the Board of
Directors
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3535
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
• Section 7 – Board of directors: composition
and independence:
– The chairman of the Board of Directors is elected by the
Board of Directors and not by the shareholders
– The Board of Directors will include members of the
Management
• Section 8 – The work of the board of directors: The Board of
Directors has not established board rules as the Company’s
Bye-laws are more detailed
• Section 8.2 and 8.3: The Nomination and Corporate Governance
Committee is established by and reports to the Board of
Directors. Further, members of the Board of Directors comprise
the members of the Nomination and Corporate Governance
Committee
• Section 10 – Remuneration of the board of directors: The
remuneration of the Board of Directors is determined by the
Board of Directors based on recommendations made by the
Remuneration Committee. Further, members of the Board of
Directors will participate in the Company’s share option plan
• Section 13 – Take-overs: The Company does not have separate
guidelines on how to respond in the event of a takeover bid
2. The business
Seacrest Petroleo is an independent oil and gas producer focused
on the redevelopment of mid-life onshore producing oil and gas
fields.
The Company’s principal strategies are described in the Strategy
section of the annual report and on the Company’s website
www.seacrestpetroleo.com.
The Company’s Memorandum of Association provides that the
Company’s objects and purposes are unrestricted. This deviates
from the recommendation in the Corporate Governance Code but
is in line with the requirements of the Bermuda Companies Act.
3. Equity and dividends
Equity
On 31 December, 2022, the Company’s consolidated equity was
USD -52.7 million, which is equivalent to -24% of total assets. The
Board of Directors considered the capital structure at year end to
be satisfactory in relation to the Company’s objectives, strategy
and risk profile.
Dividend policy
The Company has not paid dividends on its shares during the
period from its incorporation and up to the date of this report.
The Company’s priority is to return excess free cash to its share-
holders whenever possible, as determined by the Board of
Directors. Any dividends declared in the future will be at the sole
discretion of the Board of Directors and will depend upon earn-
ings, market prospects, current capital expenditure programs and
investment opportunities.
Since the Company is a holding company with no material assets
other than the shares of the Company’s subsidiaries through
which the Company conducts its operations, the Company’s
ability to pay dividends will depend on its subsidiaries distributing
their earnings and cash flow to the Company. Furthermore,
certain covenants in the New Credit Agreement restrict the
payment of dividends unless certain covenant tests are met.
Under the Company’s Bye-laws, the Board of Directors may
declare dividends and distributions without the approval of a
general meeting of shareholders. This is in line with Bermuda
corporate practices but deviates from the Corporate Governance
Code and Norwegian corporate practices whereby dividends and
distributions require the approval of a general meeting of share-
holders.
Under Bermuda law, a company may not declare or pay a divi-
dend or distribution if there are reasonable grounds for believing
that: (a) it is, or would after the payment be, unable to pay its
liabilities as they become due; or (b) the realisable value of its
assets would as a result of the dividend or distribution be less than
its liabilities.
Share capital increases and issuance of shares
The Board of Directors has been authorised by its Bye-laws to
issue shares in the Company up to the number of shares repre-
senting the authorised share capital. The Board of Directors is also
authorised to purchase the Company’s shares and hold these in
treasury.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3636
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
The authorisations to issue authorised but unissued shares
and to acquire the Company’s own shares are not restricted to
any specific purposes or to a specific period as the Corporate
Governance Code recommends.
4. Equal treatment of shareholders
The Company has one class of shares. Each share in the Company
carries one vote, and all shares carry equal rights, including the
right to participate in general meetings. All shareholders shall be
treated on an equal basis, unless there is just cause for treating
them differently in the best common interest of the Company
and its shareholders.
Pre-emption rights to subscribe
Under the Bermuda Companies Act, no shareholder has a
pre-emptive right to subscribe for new shares in a limited
company unless (and only to the extent that) such right is
expressly granted to the shareholder under the Bye-laws of such
company or under a contract between the shareholder and such
company. The Company’s Bye-laws do not provide for pre-emp-
tive rights.
Trading in treasury shares
In the event of a future share buy-back programme, the Board
of Directors will aim to ensure that all transactions pursuant to
such programme will be carried out either through the trading
system at the Oslo Stock Exchange or at prevailing prices at the
Oslo Stock Exchange and in accordance with the Market Abuse
Regulation (“MAR”). In the event of such programme, the Board
of Directors will take the Company’s and shareholders’ interests
into consideration and aim to maintain transparency and equal
treatment of all shareholders. If there is limited liquidity in the
Company’s shares, the Company shall consider other ways to
ensure equal treatment of all shareholders.
The Board of Directors may consider establishing internal rules
governing the Company’s trading in treasury shares and other
financial instruments.
Transactions with close associates
The Board of Directors aims to ensure that any material future
transactions between the Company and shareholders, a share-
holder’s parent company, board members, executive personnel
or close associates of any such parties are entered into on arm’s
length terms.
The Bye-Laws do not prohibit a Board Member from being a party
to, or otherwise having an interest in, any transaction or arrange-
ment with the Company or in which the Company is otherwise
interested. The Bye-Laws provide that a Board Member who has
an interest in any transaction or arrangement with the Company
and who has complied with the provisions of the Bermuda
Companies Act and with the Bye-Laws with regard to disclosure
of such interest shall, subject to limited exceptions under the
Bye-Laws, be entitled to vote in respect of any transaction or
arrangement in which he/her is so interested and taken into
account in ascertaining whether a quorum is present.
In contrast to Norwegian legislation, the Bermuda Companies
Act does not contain special case management requirements for
how specifically defined agreements between public companies
and close associates are to be handled. The Board of Directors will
consider and determine, on a case-by-case basis, whether any
independent third party evaluations are required when entering
into agreements with close associates (but is not required by
Bermuda law to do so).
5. Freely negotiable shares
The shares of the Company are freely transferable. The Board of
Directors has certain discretion to decline to register a transfer
of shares pursuant to the Company’s Bye-laws, including to (i)
decline to register a transfer of any share which is not a fully-paid
share (the Company does not, however, expect to issue any shares
which are not fully paid) and (ii) where the holder of the shares
concerned has defaulted in an obligation to disclose the informa-
tion required by the Company’s Bye-laws in respect of his interest
in those shares.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3737
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
6. General meetings
The Board of Directors shall ensure that as many of the
Company’s shareholders as possible are able to exercise their
voting rights at the Company’s general meetings of shareholders,
and that each general meeting is an effective forum for share-
holders and the Board of Directors. Special general meetings
(SGM) can be called by the Board of Directors if deemed neces-
sary or upon the requisition of shareholders representing at least
10% of the Company’s share capital. In addition, pursuant to the
Bye-Laws, for such time as a shareholder of the Company bene-
ficially owns at least twenty per cent (20%) of the issued shares
in the Company, special general meetings shall also be called by
the Board of Directors or the Chairman of the Board of Directors
on the written request of such shareholder delivered to the
Company’s registered office.
Notification
To form a view on all matters to be considered at the meeting, the
deadline for shareholders to submit proxy votes is set as close to
the date of the meeting as possible.
Participation and execution
Representatives of the Board will attend the Company’s general
meetings. However, the Company will not normally have the
entire Board attend general meetings, unless this is considered
necessary in light of the matters to be dealt with. This is not a
requirement by Bermuda law but represents a deviation from the
Corporate Governance Code which states that arrangements shall
be made to ensure participation by all directors.
The Board and the chair of the general meeting ensure that the
shareholders are able to vote separately on each candidate nomi-
nated for election to the Board.
The general meeting is chaired by the chair of the Board or a
person appointed by the chair. This simplifies the preparations
for the general meetings. In the Company’s experience, its proce-
dures for the chairmanship and execution of general meetings
have proven satisfactory. However, this represents a deviation
from the Corporate Governance Code which states that the Board
should seek to ensure that an independent chair is appointed, if
considered necessary based on the agenda items or other rele-
vant circumstances.
The right to participate and vote at the general meeting may only
be exercised by shareholders whose shareholdings are entered
in the register of shareholders, including the Norwegian Central
Securities Depository (the “VPS”), on the record date set for the
meeting by the Board, as stipulated by the Company’s Bye-laws
in accordance with statutory law. Instead of participating at the
general meeting, shareholders may vote in advance by a proxy,
with or without voting instructions.
7. Board of directors: composition
and independence
Pursuant to the Company’s Bye-laws, the Board of Directors shall
consist of between five and seven members. On 31 December
2022, the Board of Directors consisted of seven members (see
overview in the Board of Directors’ report)). The chairperson of the
Board is elected by the Board.
The Board of Directors’ composition ensures that it can attend
to the common interests of all shareholders in the Company and
meet the Company’s need for expertise, capacity and diversity.
Attention is paid to ensure that the Board of Directors can func-
tion effectively as a collegiate body.
The composition of the Board of Directors ensures that it can
operate independently of any particular interests. Except for
two members of the Management serving on the Board, the
composition of the Board of Directors is in compliance with the
independence requirements of the Corporate Governance Code,
meaning that the majority of the shareholder-elected members
of the Board of Directors are independent of the Company’s
executive management and material business contacts.
The Board of Directors will, in accordance with normal procedures
for Bermuda companies, elect its chairman. This differs from the
recommendation in the Corporate Governance Code that the
general meeting of shareholders shall elect the chairman of the
Board of Directors.
Each member of the Board of Directors will hold office until the
next annual general meeting following his or her election or until
his or her earlier removal or resignation.
The Company’s annual report and the website provide informa-
tion to illustrate the expertise of the members of the Board of
Directors. The Board considers its composition to be diverse and
represent required competencies including financial and industrial
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3838
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
experience. Board members are encouraged to own shares in the
company.
8. The work of the Board of Directors
The Board of Directors is responsible for the overall manage-
ment of the Company and may exercise all of the powers of the
Company not reserved for the Company’s shareholders by the
Bye-laws and Bermuda law.
The Board of Directors shall evaluate its performance and exper-
tise annually. This evaluation shall include the composition of
the Board of Directors and the manner in which its members
function, both individually and as a group, in relation to the objec-
tives set out for its work. The report shall be made available to the
Nomination and Corporate Governance Committee.
A Director who has a personal interest in any contract with the
Company must declare his interest at the first opportunity.
The Board of Directors may establish ad hoc board committees as
it determines necessary, and has the following permanent board
committees since 23 February 2023:
• Audit Committee
• Remuneration Committee
• Nomination and Corporate Governance Committee
Each committee has its own written terms of reference. The terms of
reference set forth the purposes and responsibilities of the commit-
tees, consistent with the provisions of the Company’s Bye-Laws,
applicable law, and listing standards and “best practices”. The
chairperson of each committee, in consultation with the appropriate
members of the committee, will develop the committee’s agenda.
Committee members will be appointed by the Board of Directors
upon recommendation of the Nomination and Corporate
Governance Committee. Each committee will be composed of no
fewer than the number of members set forth in their respective
terms of reference. In addition, each committee member must
satisfy the membership requirements set forth in the relevant
committee terms of reference. A member of the Board of
Directors may serve on more than one committee.
8.1 The Audit Committee
The Company has established an Audit Committee comprised of
three members of the Board of Directors.
The members of the Audit Committee are appointed by and
among the members of the Board of Directors. At least one of
the members shall be independent of the Company’s business,
of which at least one member shall have qualifications within
accounting or auditing. Board members who are also members
of the Management cannot be members of the Audit Committee.
The primary purpose of the Audit Committee shall be to assist
the Board of Directors in the preparation of decisions on issues
regarding risk management, internal control, financial reporting
and auditing. The duties of the Audit Committee include, but are
not limited to, oversight of:
• reviewing and discussing with Management and the auditors
prior to public dissemination the Company’s audited financial
statements and quarterly financial statements, including
matters required to be discussed by the applicable auditing
standards from time to time;
• approving the audit and non-audit services to be performed by
the independent auditors;
• in consultation with the auditors, Management and internal
finance team, monitoring the integrity of the Company’s finan-
cial reporting processes;
• overseeing the performance of the Company’s internal finance
and audit function;
• reviewing and discussing with the Company’s general counsel
any legal matters that could have a significant impact on the
Company financial statements; and
• reviewing and discussing with Management and the auditors
the Company guidelines and policies with respect to risk
assessment and risk management.
• On 31 December 2022, the Audit Committee consisted of Rune
Olav Pedersen, Denis Chatelan and Paul Murray.
8.2 The Remuneration Committee
The Board of Directors has established a Remuneration
Committee comprised of two members of the Board of Directors.
The purpose of the Remuneration Committee is, inter alia, to
evaluate and propose the compensation of the Company’s CEO
and other members of the Management and the members of the
Board of Directors.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
3939
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
The members of the Remuneration Committee shall be
appointed by and among the members of the Board of Directors,
and shall be independent of the Management.
On 23 February 2023, the Remuneration Committee consisted of
Paulo Ricardo da S. dos Santos and Denis Chatelan.
8.3 The Nomination and Corporate
Governance Committee
The Board of Directors has established a Nomination and
Corporate Governance Committee comprised of three members
of the Board of Directors.
The Nomination and Corporate Governance Committee is
responsible for assisting the Board of Directors in (i) identi-
fying individuals qualified to become members of the Board
of Directors, consistent with criteria approved by the Board of
Directors, (ii) recommending to the Board the Directors nominees
to stand for election at the next annual general meeting, (iii)
developing and recommending to the Board of Directors a set of
corporate governance principles applicable to the Company and
assisting the Board of Directors in complying with them, (iv) over-
seeing the evaluation of the Board of Directors and Management,
(v) recommending members of the Board of Directors to serve on
other committees of the Board of Directors and evaluating the
functions and performance of such committees, (vi) overseeing
and approving the Management continuity planning process and
(vii) otherwise taking a leadership role in shaping the corporate
governance of the Company.
The Nomination and Corporate Governance Committee is estab-
lished by and reports to the Board of Directors. This deviates
from the Corporate Governance Code which recommends that
a nomination committee shall be established by and report its
recommendations to the general meeting of shareholders.
Pursuant to the Corporate Governance Code, a nomination
committee should not include any executive personnel or any
member of the Company’s Board of Directors. The Company
only partly complies with this recommendation as members of
the Board of Directors comprise the members of the nomination
and corporate governance committee. Members of the Board
of Directors who are also members of the Company’s executive
management cannot be members of the committee.
On 23 February 2023, the Nomination and Corporate Governance
Committee consisted of Rune Olav Pedersen, Paulo Ricardo da S.
dos Santos and Paul Murray.
9. Risk management and internal control
Risk management and internal control are given high priority by
the Board of Directors, ensuring that adequate systems for risk
management and internal control are in place. The control system
consists of interdependent areas which include risk management,
control environment, control activities, information and commu-
nication and monitoring.
The Management is responsible for establishing and maintaining
sufficient internal controls over financial reporting. Company
specific policies, standards and accounting principles have been
developed for the annual and quarterly financial reporting of the
Group. The CEO and the CFO supervise and oversee the external
reporting and the internal reporting processes. This includes
assessing financial reporting risks and internal controls over finan-
cial reporting of the Group. The Company’s consolidated financial
statements are prepared in accordance with International
Financial Reporting Standards (IFRS) and International
Accounting Standards.
The Board of Directors shall ensure that the Company has sound
internal controls and systems for risk management, including
compliance with the Company’s corporate values, ethical guide-
lines and guidelines for corporate social responsibility.
The Board of Directors shall undertake a complete annual review
of risks related to the Group’s business, to be carried out together
with the review of the annual financial statements. The Audit
Committee shall assist the Board of Directors on an ongoing
basis in monitoring the Company’s system for risk management
and internal control. In connection with the quarterly financial
statements, the Audit Committee shall present to the Board
of Directors reviews and information regarding the Company’s
current business performance and risks.
10. Remuneration of the Board of Directors
The remuneration of the Board of Directors is determined by
the Board of Directors based on recommendations by the
Remuneration Committee in accordance with the policies and
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4040
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
principles set forth in its terms of reference and the terms of such
plans as may be adopted by the Board of Directors from time
to time. The Corporate Governance Code recommends that the
remuneration of the Board of Directors is determined by the
general meeting of shareholders based on the recommendations
of a nomination committee. As such, the determination of remu-
neration by the Board of Directors deviates from the Corporate
Governance Code.
Board members may also be paid all travel, hotel and other
expenses properly incurred by them in connection with the
Company’s business or the discharge of their duties as directors.
The remuneration of the Board of Directors shall reflect the Board
of Directors’ responsibility, expertise, time commitment and the
complexity of the Company’s activities. Performance-related
remuneration of the executive management shall be linked to
value creation for shareholders or to the Company’s profit over
time. Such arrangements are meant to incentivise performance
and shall be based on quantifiable factors the employee may
influence, and then be rewarded accordingly. There should be a
cap on performance-related remuneration.
Pursuant to the Corporate Governance Code, board members
should not participate in any incentive or share option
programmes. Board members of the Company will participate in
the Company’s share option plan as the Company considers such
participation beneficial to attract and retain competent board
members and is in line with Bermuda corporate practices.
With reference to regulations of the Norwegian Accounting Act,
the Corporate Governance Code recommends that the annual
report provides details of all elements of the remuneration and
benefits for each board member. The Company is not required
under Bermuda law to disclose the remuneration of the Board of
Directors on an individual basis and does not, at present, consider
it necessary to provide such information in the annual report.
Further, the Corporate Governance Code recommends that
members of the Board of Directors should not take on specific
assignments for the Company in addition to their appointment
as members of the Board of Directors. The Company will not
refrain from engaging members of the Board of Directors for
specific assignments for the Company if such engagement is
considered beneficial for the Company. This differs from the
recommendation in the Corporate Governance Code. However,
such assignments will be disclosed to the Board of Directors and
the Board of Directors shall approve the assignment, as well as
the remuneration.
11. Remuneration of the executive personnel
The Board of Directors shall, with the assistance from the
Company’s Remuneration Committee, prepare a clear policy for
the determination of salary and other remuneration of executive
personnel. The policy shall contribute to the Company’s commer-
cial strategy, long-term interests and financial viability.
The Remuneration Committee shall oversee the Company’s
arrangements in respect of salary and other remuneration to
help ensure the alignment of interests of the Management and
shareholders.
Any performance-related remuneration shall be subject to an
absolute limit.
The Corporate Governance Code recommends that the Company
prepares a report on remuneration to executive management
on an annual basis, in accordance with the Norwegian Public
Limited Liability Companies Act section 6-16 b. The Company is
not required under Bermuda law to prepare a report on remuner-
ation to executive management. At present, the Company does
not consider it necessary to prepare a report on remuneration to
executive management, but will assess whether to prepare such
report going forward.
12. Information and communications
The Board of Directors has adopted Instructions for the Contact
Person with the Oslo Stock Exchange and an Investor Relations
Policy, which set forth the Company’s disclosure obligations and
procedures. The Board of Directors will seek to ensure that market
participants receive correct, clear, relevant and up-to-date infor-
mation in a timely manner, taking into account the requirement
for equal treatment of all participants in the securities market.
The Company shall have procedures for establishing discussions
with its main shareholders to enable the Board of Directors to
develop a balanced understanding of the circumstances and focus
of such shareholders. Such discussions shall be undertaken in
compliance with the provisions of applicable laws and regulations.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4141
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
All information distributed to the Company’s shareholders will be
published on the Company’s website at the same time as it is sent
to shareholders.
13. Takeovers
In the event the Company becomes the subject of a takeover bid,
the Board of Directors shall seek to ensure that the Company’s
shareholders are treated equally, and that the Company’s business
is not unnecessarily interrupted. The Board of Directors shall also
ensure that the shareholders have sufficient information and time to
assess any such offer. Bermuda law does not provide for a takeover
code governing acquisition of Bermuda-registered listed companies.
The Company’s Bye-laws contain the following defensive meas-
ures that are intended to hinder a hostile acquisition of shares in
the Company:
• The creation of undesignated share rights that would enable
the company to issue new shares with enhanced voting or
economic shares, by board action only, in the case of a hostile
approach
• Giving the Company the right to demand information from
registered shareholders as to the beneficial interests in shares
and to suspend share rights in the case of failure to disclose
interests
• Giving the Seacrest sponsor shareholder the right to requisition
the calling of special general meetings for so long as it holds
20% or more of the shares
• The shareholder approval required to approve a merger/
amalgamation is increased from simple majority to 75%, if
the merger/amalgamation is not approved by the Board of
Directors
• The shareholder approval required to approve a migration of
the company out of Bermuda, if not approved by the Board of
Directors is increased from simple majority to 75%
• Cumulative voting is adopted here to create an increased
power for minority shareholders, including the Seacrest sponsor
shareholder, to secure representation on the Board of Directors
• Procedural requirements to the appointment of a director
proposed by a shareholder, and not the Board of Directors
• Directors can only be removed by shareholders by a 75%
majority vote
• The threshold shareholder vote for an amendment of the Bye-laws
is increased from simple majority to 75% shareholder approval
However, the Board of Directors has not established written
guiding principles for how it will act in the event of a takeover bid,
as such situations are normally characterizsed by concrete and
one-off situations which make a guideline challenging to prepare.
In the event a takeover were to occur, the Board of Directors
will consider the relevant recommendations in the Corporate
Governance Code and whether the concrete situation entails that
the recommendations in the Corporate Governance Code can be
complied with.
14. Auditor
The Board of Directors will require the Company’s auditor
to annually present to the Audit Committee a review of the
Company’s internal control procedures (including weaknesses
identified by the auditor and proposals for improvement)
and submit the main features of the plan for the audit of the
Company. On 31 December 2022, the external auditor of the
Company was KPMG Auditores Independentes Ltda.
Furthermore, the Board of Directors will require the auditor to
participate in meetings of the Board of Directors that deal with
the annual financial statements, in which the auditor shall report
on (i) any material changes in the Company’s accounting prin-
ciples and key aspects of the audit, (ii) any material estimated
accounting figures and (iii) all material matters which have
been subject to a disagreement between the auditor and the
Management, if any.
The Audit Committee shall review and monitor the independence
of the Company’s auditor, including in particular the extent to
which services other than auditing provided by the auditor or the
audit firm represents a threat to the independence of the auditor.
The remuneration of the auditor for statutory audit will be set by the
Board subject to authorisation by the annual general meeting.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4242
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Corporate GovernanceGovernance | Corporate Governance
GO BACK
Reporting on
payments to
governments
This report is prepared in accordance with the Norwegian
Accounting Act Section § 3-3 d and the Securities Trading Act §
5-5a which stipulates that companies engaged in activities within
the extractive industries shall annually prepare and publish a
report containing information about their payments to govern-
ments at country and project level. The Ministry of Finance has
issued a regulation (F20.12.2013 no. 1682) stipulating that the
reporting obligation only applies to reporting entities above a
certain size and to payments above certain threshold amounts.
In addition, the regulation stipulates that the report shall include
other information than payments to governments, as included in
section 6 of this report, and it provides more detailed rules appli-
cable to definitions, publication and group reporting.
The reportable payments are defined in the regulation
(F20.12.2013 nr 1682) §3. The management of Seacrest Petroleo
has applied judgment in the interpretation of the regulation
regarding the type of payments to be included in the reporting
and on what level it should be reported. When payments are
required to be reported on a project-by-project basis, it is reported
by license or cluster basis. All activities in Seacrest Petroleo within
the extractive industries are located in Brazil and all the reported
payments below have been made to the Brazilian government.
1. Federal tax in Brazil
The PIS (Program of Social Integration) and COFINS (Contribution
for the Financing of Social Security) are federal taxes based on
the gross revenues of companies in Brazil. The PIS is intended
to finance the unemployment insurance system, and COFINS to
fund Social Security. During 2022, Seacrest Petroleo paid USD 341
000 in PIS and USD 1 571 000 in COFINS.
2. Royalties in Brazil
Royalties are payable on production revenue at variable rates
depending on the location of production in Brazil. During 2022,
Seacrest Petroleo paid USD 2 411 000 in royalties on the produc-
tion from the Cricaré Cluster in the state of Espirito Santo.
3. Income tax
Seacrest Petroleo is liable for income taxes on its operations in
Brazil. During 2022, the Company did not pay any income tax in
Brazil as the Company generated a net loss for the period. As of
31 December 2022, Seacrest Petroleo had recognised USD 16 008
000 in deferred tax assets in its balance sheet and will utilise a tax
loss carry forward to offset future tax costs in Brazil.
Under current Bermuda law, Seacrest Petroleo is not required to
pay tax in Bermuda on either income or capital gains.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4343
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GovernanceGovernance | Reporting on payments to governmentsGovernance | Reporting on payments to governments
GO BACK
Consolidated financial statements
45
Parent company financial statements
81
Statement of Reserves
95
Responsibility statement
96
Alternative Performance Measures
97
Independent Auditor’s report
99
Financial
statements
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4444
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials Financials
GO BACK
Consolidated financial statements
Consolidated statements of financial position
46
Consolidated statement of profit or loss
48
Consolidated statement of comprehensive income
49
Consolidated statement of changes in equity
50
Consolidated statement of cash flows
52
Notes to the consolidated financial statements
53
Note 1 Operations
53
Note 2 Basis of preparation
54
Note 3 Significant accounting policies
55
Note 4 Cash and cash equivalents
60
Note 5 Securities
60
Note 6 Advances for the acquisition of oil and gas assets
61
Note 7 Related party transactions
61
Note 8 Recoverable taxes
63
Note 9 Inventory
63
Note 10 Property, plant & equipment
64
Note 11 Intangible assets
66
Note 12 Taxes payable
67
Note 13 Employee benefits and compensation payable
68
Note 14 Leases payable
68
Note 15 Financial loans (non-current)
69
Note 16 Contingent consideration
70
Note 17 Equity
70
Note 18 Revenue from oil sales
71
Note 19 Cost of sales and services
72
Note 20 General and administrative expenses
72
Note 21 Net financial results
73
Note 22 Income tax and social contribution
73
Note 23 Operating Segments
75
Note 24 Financial instruments and risk management
75
Note 25 Subsequent Events
79
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4545
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Consolidated statements of financial position
USD 1000 Note 31 Dec 2022 31 Dec 2021
Assets
Current assets
Cash and cash equivalents
4 7 745 16 909
Securities
5 5 608 5 106
Advances, prepaid expenses and others 1 362 660
Accounts receivable with related parties
7.1 33 22
Recoverable taxes
8 403 1
Inventory
9 10 177 14
Total current assets 25 327 22 712
Non-current assets
Accounts receivable with related parties
7.2 297 271
Recoverable taxes
8 1 168 –
Advances for the acquisition of oil and gas assets
6 35 850 –
Deferred tax asset
22 19 453 –
Property, plant & equipment
10 26 015 45 869
Intangible assets
11 109 126 121 641
Total non-current assets 191 909 167 781
Total assets 217 236 190 493
USD 1000 Note 31 Dec 2022 31 Dec 2021
Liabilities
Current liabilities
Taxes payable
12 710 36
Supplier and other accounts payable
24.3 9 426 747
Lease payable
14 3 447 –
Employee benefits and compensation payable
13 1 026 158
Financial loans
15 1 893 –
Derivative financial instruments
24.2 22 025 –
Total current liabilities 38 526 941
Non-current liabilities
Accounts payable to related parties
7.4 270 9 013
Financial loans with related parties
7.4 60 545 44 245
Financial loans
15 3 218 –
Lease payable
14 3 201 –
Provision for decommissioning costs
10 27 938 44 164
Contingent consideration
16 115 430 82 877
Derivative financial instruments
24.2 20 851 –
Total non-current liabilities 231 453 180 299
Total liabilities 269 979 181 240
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4646
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
USD 1000 Note 31 Dec 2022 31 Dec 2021
Equity
Share capital
17.1 2 1
Share premium
17.1 76 052 25 998
Other reserves
17.3 4 301 3 355
Currency translation adjustments 7 361 1 185
Accumulated losses (140 458 ) (21 287 )
Total equity (52 743 ) 9 252
Total equity and liabilities 217 236 190 493
The notes are an integral part of these consolidated annual financial statements.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4747
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Consolidated statement of profit or loss
USD 1000 Note 2022 2021
Operating revenue
Revenue from oil sales
18 33 617 –
Cost of sales and services
19 (39 763 ) –
Gross loss (6 146 ) –
Operating expenses
General and administrative expenses
20 (28 005 ) (14 559 )
Total operating expenses (28 005 ) (14 559 )
Operating loss (34 151 ) (14 559 )
Financial income
21 5 499 1 063
Financial expenses
21 (110 115 ) (516 )
Net loss for the period (138 767 ) (14 011 )
Deferred taxes
22 19 595 –
Net loss for the period (119 172 ) (14 011 )
Net loss per share (0.68 0.13
The notes are an integral part of these consolidated annual financial statements.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4848
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Consolidated statement of comprehensive income
USD 1000 2022 2021
Net loss for the period (119 172 ) (14 011 )
Other comprehensive income – –
Currency translation adjustments 6 176 143
Total comprehensive income (112 995 ) (13 867 )
The notes are an integral part of these consolidated annual financial statements.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
4949
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Consolidated statement of changes in equity
USD 1000 Share capital Share premium
Currency translation
reserve Other reserves Accumulated losses Total equity
Balance at 31 December 2021 1 25 998 1 185 3 355 (21 287 ) 9 252
Comprehensive income
Loss for the period – – – – (119 172 ) (119 172 )
Other comprehensive income – – – – – –
Currency translation adjustment – – 6 176 – – 6 176
Total comprehensive income for the year – – 6 176 – (119 172 ) (112 995 )
Capital increase 1 50 054 – – – 50 055
Share-based payment – – – 945 – 945
Others – – – – – –
Total transactions with owners of Group, recognized directly in equity 1 50 054 – 945 – 51 000
Balance at 31 December 2022 2 76 052 7 361 4 300 (140 458 ) (52 743 )
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5050
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
USD 1000 Share capital Share premium
Currency translation
reserve Other reserves Accumulated losses Total equity
Balance at 31 December 2020 1 13 176 1 041 1 678 (7 273 ) 8 623
Comprehensive income
Loss for the period – – – – (14 011 ) (14 011 )
Other comprehensive income – – – – – –
Currency translation adjustment – – 144 – – 143
Total comprehensive income for the year – – 144 – (14 011 ) (13 867 )
Capital increase – 12 822 – – – 12 822
Share-based payment – – – 1 678 – 1 678
Others – – – – (3 ) (3 )
Total transactions with owners of Group, recognized directly in equity – 12 822 – 1 678 (3 ) 14 497
Balance at 31 December 2021 1 25 998 1 185 3 355 (21 287 ) 9 252
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5151
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Consolidated statement of cash flows
USD 1000 2022 2021
Cash flows from operating activities
Net loss for the period (119 172 ) (14 011 )
Adjustments to net of loss
Depreciation and amortization 26 977 4
Shared-based payment 945 1 678
Contingent liability adjustment 32 553 –
Asset retirement obligation adjustment 5 916 –
Hedging costs (unrealized) 42 876 –
Interest on leasing 1 003 –
Interest on financial loan 8 089 145
Interest on bank deposits (502 ) –
Deferred taxes (19 453 ) –
Others – (3 )
Changes in assets and liabilities
Advances, prepaid expenses and others (701 ) (636 )
Inventory (10 163 ) (14 )
Recoverable taxes (1 570 ) (1 )
Accounts receivable with related parties (37 ) (281 )
Supplier and other accounts payable 8 679 395
Taxes payable 673 18
Employee benefits and compensation payable 868 127
Supplier and other accounts payable- related parties – (28 )
Accounts payable to related parties (8 743 ) 5 737
Net cash used in operating activities (31 761 ) (6 871 )
USD 1000 2022 2021
Interest paid (6 571 ) –
Net cash used in operating activities (38 332 ) (6 871 )
Cash flows from investing activities
Purchase of securities – (5 106 )
Advances for the acquisition of oil and gas assets (35 850 ) –
Property, plant & equipment acquisition (3 816 ) (1 709 )
Intangible acquisition – (26 899 )
Net cash used in investing activities (39 666 ) (33 714 )
Cash flow from financing activity
Capital increase 50 054 12 822
Borrowing costs – (900 )
Financial loan 19 893 45 000
Lease payments (2 364 ) –
Net cash provided by financing activities 67 583 56 922
Increase / (decrease) in cash and cash equivalent (10 415 ) 16 337
Cash and cash equivalents at beginning of the year 16 909 428
Effect of movements in exchange rates on cash held 1 250 143
Cash and cash equivalents at end of the period 7 745 16 909
The explanatory notes are an integral part of these consolidated annual financial statements.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5252
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5353
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5454
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5555
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5656
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5757
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5858
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
5959
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6060
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6161
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6262
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6363
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6464
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6565
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6666
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6767
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6868
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
6969
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7070
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7171
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7272
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7373
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7474
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7575
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7676
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
7777
FinancialsFinancialsFinancials||ConsolidatedConsolidatedfinancialfinancialstatementsstatements
CONTENTS
CONTENTS
|
|
SEACREST PETROLEO
SEACREST PETROLEO
SUSTAINABILITY
SUSTAINABILITY
GOVERNANCE
GOVERNANCE
FINANCIALS
FINANCIALS
SeacrestSeacrestPetroleoPetroleoAnnualAnnualReportReport20222022
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7878
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
7979
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8080
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
GO BACK
Parent company financial statements
Balance sheet
82
Income statement
83
Statement of comprehensive income
84
Statement of changes in equity
85
Statement of cash flows
87
Notes
88
Note 1 General Information
88
Note 2 Basis for preparation
88
Note 3 Significant accounting policies
89
Note 4 Cash and cash equivalents
90
Note 5 Related party transactions
91
Note 6 Financial loans (non-current)
92
Note 7 Equity
93
Note 8 General and administrative expenses
94
Note 9 Net financial results
94
Note 10 Subsequent events
94
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8181
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Balance sheet
USD 1000 Note 31 Dec 2022 31 Dec 2021
Assets
Current assets
Cash and cash equivalents
4 3 096 6 119
Advances, prepaid expenses and others 331 -
Accounts receivable with related parties
5.1 32 50
Total current assets 3 459 6 169
Non-current assets
Accounts receivable with related parties
5.2 70 406 16 364
Total non-current assets 70 406 16 364
Total assets 73 865 22 533
Liabilities
Current liabilities
Accounts payable to related parties - 4 794
Supplier and other accounts payable 3 831 271
Total current liabilities 3 831 5 066
Non-current liabilities
Accounts payable to related parties
5.3 233 4 173
Financial loans with related parties
6 19 518 -
Total non-current liabilities 19 751 4 173
Total liabilities 23 582 9 238
USD 1000 Note 31 Dec 2022 31 Dec 2021
Equity
Share capital
7.1 2 1
Share premium
7.1 76 052 25 998
Other reserves
7.1 4 301 3 355
Currency translation adjustments 85 (11)
Accumulated losses (30 155) (16 048)
Total equity 50 284 13 294
Total equity and liabilities 73 865 22 533
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8282
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Income statement
USD 1000 Note 2022 2021
Operating revenue
Revenue from oil sales - -
Cost of sales and services - -
Gross loss - -
Operating expenses
General and administrative expenses
8 (14 341) (9 908)
Total operating expenses (14 341) (9 908)
Operating loss (14 341) (9 908)
Financial income
9 1 789 5
Financial expenses
9 (1 555) (50)
Net loss for the period (14 107) (9 953)
Deferred taxes - -
Net loss for the period (14 107) (9 953)
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8383
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Statement of comprehensive income
USD 1000 2022 2021
Net loss for the period (14 106) (9 953)
Other comprehensive income
10 - -
Currency translation adjustments 96 (11)
Total comprehensive income (14 010) (9 964)
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8484
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Statement of changes in equity
USD 1000 Share capital Share premium
Currency translation
reserve Other reserves Accumulated losses Total equity
Balance at 31 December 2021 1 25 998 (11) 3 355 (16 048) 13 294
Comprehensive income
Loss for the period - - - - (14 106) (14 106)
Other comprehensive income - - - -
Currency translation adjustment - - - - - 96
Total comprehensive income for the year - - 96 - (14 106) (14 010)
Capital increase 1 50 553 - - - 50 054
Share-based payment - - - 945 - 945
Others - - - - -
Total transactions with owners of Group, recognized directly in equity 1 50 503 - 945 - 51 000
Balance at 31 December 2022 2 76 052 85 4 301 (30 155) 50 284
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8585
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
USD 1000 Share capital Share premium
Currency translation
reserve Other reserves Accumulated losses Total equity
Balance at 31 December 2020 1 13 176 - 1 678 (6 095) 8 759
Comprehensive income
Loss for the period - - - - (9 953) (9 953)
Other comprehensive income
Currency translation adjustment - - (11) - - (11)
Total comprehensive income for the year - - (11) - (9 953) (9 964)
Capital increase - 12 822 - - - 12 822
Share-based payment - - - 1 678 - 1 678
Others - - - - - -
Total transactions with owners of Group, recognized directly in equity - 12 822 - 1 678 - 14 500
Balance at 31 December 2021 1 25 998 (11) 3 355 (16 048) 13 294
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8686
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Statement of cash flows
USD 1000 2022 2021
Cash flows from operating activities
Net loss for the period (14 106) (9 953)
Adjustments to net of loss
Shared-based payment 945 1 678
Changes in assets and liabilities
Advances, prepaid expenses and others (331) –
Accounts receivable with related parties (54 025) (7 483)
Supplier and other accounts payable 3 560 48
Supplier and other accounts payable- related parties – (28)
Accounts payable to related parties (4 173)
4 173
Net cash used in operating activities (68 130) (6 743)
Cash flows from investing activities
Purchase of securities – –
Net cash used in investing activities – –
USD 1000 2022 2021
Cash flow from financing activity
Capital increase 50 054 12 822
Borrowing costs – –
Financial loan 14 957 –
Lease payments – –
Net cash provided by financing activities 65 011 12 822
Increase / (decrease) in cash and cash equivalent (3 119) 6 080
Cash and cash equivalents at beginning of the year 6 119 51
Effect of movements in exchange rates on cash held 96 (11)
Cash and cash equivalents at end of the period 3 096 6 119
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8787
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Notes
Note 1 General Information
Seacrest Petroleo Bermuda Limited (the ‘Company’ or the ‘Parent Company’ is a public limited liability company
incorporated and domiciled in Bermuda, with registered address at Victoria Place, 31 Victoria Street, Hamilton,
HM10, Bermuda. The principal activities of the Company is to be a holding company for its subsidiaries which are
engaged in oil and gas exploration, development, production and trade activities.
The shares of the Company are listed on Euronext Expand Oslo under the ticker ‘SEAPT’.
Note 2 Basis for preparation
These financial statements for the period 1 January 2022 – 31 December 2022 are prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB).
The financial statements are based on historical cost except as disclosed in the accounting policies.
The financial statements are presented in US Dollar (USD), which is the functional currency of the Company.
Amounts are rounded to the nearest thousand, unless otherwise stated.
The financial statements are prepared based on the assumption of going concern.
Only standards and interpretations that are applicable to the Company have been included and the Company
reviews the impact of these changes in its financial statements. There are some amendments to the standards
effective from 1 January 2022. None of these have had any effect on the Financial Statements. The Company will
adopt the relevant new and amended standards and interpretations when they become effective. At the date of
the approval of these FS, the Company has not identified significant impact to the Company FS as a result of new
standards or amendments effective 2023 or later.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8888
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Note 3 Significant accounting policies
3.1 Administrative expenses
Administrative expenses are accounted for on an accrual basis. Expenses are charged to the income statement,
except for those incurred in the acquisition of an investment which are capitalised as part of the cost of the
investment. Expenses arising on the disposal of investments are deducted from the disposal proceeds.
3.2 Financial income and expenses and exchange variations, net
Financial income represents interest income, yields from securities, discounts, other financial income and mone-
tary and foreign exchange rate variations.
Financial costs represent bank expenses, interest, late payment charges, other financial costs and monetary and
foreign exchange rate variations.
Financial income and expenses are recognized on an accrual basis when ascertained or incurred by the Group.
3.3 Foreign currency transactions
Transactions in foreign currencies are recorded in the functional currency rate at the date of the transaction.
Monetary assets and liabilities in foreign currency are translated at the functional currency rate prevailing at
the balance sheet date. Exchange differences arising from translations into functional currency are recorded in
the income statement. Non-monetary assets and liabilities measured at historical cost in foreign currency are
translated into the functional currency using the historical exchange rate. Non-monetary assets and liabilities
recognised at fair value are translated using the exchange rate on the date of the determination of the fair value.
3.4 Taxes
The Company is not subject to ordinary taxation in Bermuda.
3.5 Related parties
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise signif-
icant influence over the party in making financial and operating decisions. Parties are also related if they are
subject to common control or common significant influence.
Related party transactions are recorded to estimated fair value. Investments in subsidiaries Shares in subsidiaries
are recorded at acquired cost and reviewed for impairment when indications are identified suggesting the
carrying amount may not be recoverable.
3.6 Investment in subsidiaries
The Company accounts for investments in subsidiaries using the cost method of accounting. No income or
dividends are recorded related to the investments in subsidiaries. At each reporting date the Company assesses
if an event has occured or circumstances have changed that would indicate that the recoverable amount of
the investment in a subsidiary was below the carrying value. This assessment includes a review of internal
and external factors which include, but is not limited to, changes in the technological, political, economic or
legal environment in which the subsidiary operates, structural changes in the industry, changes in the level of
demand, physical damage and obsolescence due to technological changes.
The following provides information about the Company’s wholly owned subsidiaries:
Country 31 Dec 2022 31 Dec 2021
Seacrest Petroleo Cricare Bermuda Ltd. Bermuda 100% 100%
SeaPet Offshore Limited Bermuda 100% 100%
The paid-in capital investment for each of the above subsidiaries was USD 100.00.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
8989
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
3.7 Trade and other receivables
Trade and other receivables are measured at transaction price upon initial recognition and subsequently meas-
ured at amortized cost less expected credit losses.
3.8 Cash and cash equivalents
Cash and cash equivalents include cash in hand, bank deposits and other highly liquid investments with original
maturities of three months or less.
3.9 Classification in the statement of financial position
Current assets and short-term liabilities include items due less than one year from the balance sheet date, as well
as items due more than one year from the balance sheet date, that are related to the operating cycle. Liabilities
with maturity less than one year from the balance sheet date are classified as current. All other debt is classified
as long-term debt. Long-term debt due for repayment within one year from the balance sheet date is classified
as current.
3.10 Statement of cash flows
The statement of cash flows has been prepared based on the indirect method.
Note 4 Cash and cash equivalents
USD 1000 31 Dec 2022 31 Dec 2021
Bank - current account 3 096 6 119
Cash and cash equivalents at end of the period 3 096 6 119
The cash is kept in order to meet short-term commitments and responsibilities and not for investments.
The cash are held at the following financial institutions:
• HSBC (Bermuda)
• Alpha FX (United Kingdom)
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9090
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Note 5 Related party transactions
5.1 Accounts receivable with related parties – Current
Affiliated companies (USD 1000) 31 Dec 2022 31 Dec 2021
Seacrest Partners III, L.P. 6 5
Seacrest Group Limited 9 -
Seapet Offshore 16 5
Seapulse 1 1
Seacrest Petroleo B.V. - 39
Total 32 50
5.2 Accounts receivable with related parties – Non-Current
Affiliated companies (USD 1000) 31 Dec 2022 31 Dec 2021
SPE Norte Capixaba LTDA 41 756 -
Karavan Seacrest SPE Cricaré - 1 092
Seacrest Petroleo Cricarè Bermuda Ltd 9 564 14
Seacreat Uruguay 15 258 15 258
Seacrest Petroleo SA 3 828 -
Total 70 406 16 364
5.3 Accounts payable to related parties – Non-Current
Affiliated companies (USD 1000) 31 Dec 2022 31 Dec 2021
Seacrest Partners Limited - 3 500
Azimuth II Limited - 2 058
Seacrest Group Limited - 1 548
Seacrest Capital Group Limited 49 1 149
Seacrest Petroleo SA - 39
Azimuth Group Services Limited 184 673
Total 233 8 967
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9191
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
5.4 Financial loans
(USD 1000) 31 Dec 2022 31 Dec 2021
Mercuria Energy Group Limited (Cyprus)
1,
2
16 300 -
Total 16 300 -
Changes in loan (USD 1000) 31 Dec 2022 31 Dec 2021
Opening balance - -
Convertible loan notes
1
15 000 -
Convertible loan note interest
1
1 300 -
Closing balance 16 300 -
1
On 22 February 2022, the Company issued convertible loan notes in the principal amount of USD 15 million to Mercuria (the
“Notes”). The Notes mature in 2025 and bear interest at a fixed rate that steps up on an annual basis: 10% for the first year of
the Notes’ term, 12.5% for the second year and 15% for the third year. The proceeds of the Notes were used to pay a portion of
the deposit owed by SPE Norte Capixaba to Petrobras under the purchase agreement for the Norte Capixaba acquisition. The
Notes will be automatically converted into the Company’s shares immediately prior to the closing of a public share offering. The
number of shares to be converted will be determined on the settlement date considering the share price, which is not under the
Company’s control. Therefore, the instrument was classified as a financial liability measured at fair value.
2
As consideration for Mercuria facilitating the financing of the Company’s acquisition of the Cricaré Cluster and the signing of the
purchase agreement with Petrobras for the Norte Capixaba acquisition, the Company issued the following warrants to Mercuria
Asset Holdings (Hong Kong) Limited:
a. a warrant instrument exercisable in respect of common shares representing 1% of the Company’s fully diluted share capital at
the time of exercise (“Mercuria Warrant 1”);
b. a warrant instrument exercisable in respect of common shares representing 2% of the Company’s fully diluted share capital at
the time of exercise, with such warrant only exercisable if the Norte Capixaba acquisition is not completed or the Company sells
the Cricaré Cluster at a time when it does not own the Norte Capixaba Cluster (“Mercuria Warrant 2”); and
c. a warrant instrument exercisable in respect of 1 302 246 common shares, representing 1% of the Company’s fully diluted share
capital at 15 February 2022 (“Mercuria Warrant 3”).
Warrant 1 was exercised on 23 February 2022 and Mercuria Asset Holdings (Hong Kong) Limited received 1 302 245 of the
Company’s Shares. Mercuria Warrant 2 and Mercuria Warrant 3 remain outstanding.
On 23 December 2022, Mercuria Asset Holdings (Hong Kong) Limited transferred 100% of its interests in the Notes, Mercuria
Warrant 2 and Mercuria Warrant 3, as well as all its Shares in the Company, to Mercuria Energy Group Limited, a Cyprus company.
Note 6 Financial loans (non-current)
(USD 1000) 31 Dec 2022 31 Dec 2021
OVMK Special Bond Fund ('OVMK')
1
3 218 -
Total 3 218 -
Changes in loan (USD 1000) 2022 2021
Opening balance - -
Convertible loan notes
1
3 000 -
Convertible loan note interest
1
218 -
Closing balance 3 218 -
1
On 22 February 2022, the Company issued convertible loan notes in the principal amount of USD 3 million to OMVK (the “Notes”).
The Notes mature in 2025 and bear interest at a fixed rate that steps up on an annual basis: 10% for the first year of the Notes’ term,
12.5% for the second year and 15% for the third year. The proceeds of the Notes were used to pay a portion of the deposit owed by
SPE Norte Capixaba to Petrobras under the purchase agreement for the Norte Capixaba acquisition. The Notes will be automat-
ically converted into the Company’s shares immediately prior to the closing of a public share offering. The number of shares to
be converted will be determined on the settlement date considering the share price, which is not under the Company’s control.
Therefore, the instrument was classified as a financial liability measured at fair value.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9292
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Note 7 Equity
7.1 Share capital
Issued capital at 31 December 2022 comprised:
(USD 1000) Share capital Share premium Total
Opening 1 January 2022
(114 922 237 fully paid ordinary shares) 1 25 998 25 999
1 50 054 50 055
Issued during the period
(71 003 918 fully paid ordinary shares) 2 76 052 76 054
Balance at 31 December 2022
(185 926 155 fully paid ordinary shares) 2 76 052 76 054
Issued capital at 31 December 2021 comprised:
(USD 1000) Share capital Share premium Total
Opening 1 January 2021
(93 058 394 fully paid ordinary shares) 1 13 176 13 177
- 12 822 12 822
Issued during the period
(21 863 843 fully paid ordinary shares) 2 25 998 25 999
Balance at 31 December 2021
(114 922 237 fully paid ordinary shares) 1 25 998 25 999
Ordinary shares
Ordinary shares each have a par value of USD 0.00001 and 200 000 000 (115 000 000 in 2021) shares have been
authorised. The Group issued 71 003 918 (114 924 000 in 2021) shares and each ordinary share carries one vote.
7.2 Other reserves
The Group granted share options to selected employees. Total options issued to each individual were divided into
tranches. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
The fair value of options is determined using the Black-Scholes valuation model. The significant inputs into the
model were: share price of USD 0.57 at the grant date, an exercise prices of USD 0.00001 per share, volatility of
35.3%, dividend yield of Nil%, vesting period of 0 to 3 years, and an average annual risk-free interest rate of 10.00%.
The volatility measured at the standard deviation of continuously compounded share returns was based on
statistical analysis of the daily share prices of two comparable quoted share over a period of one year.
There were 14 477 485 share options granted as at the period ended December 31, 2022, relate to key manage
-
ment personnel compensation (10 000 000 in 2021). During the year ended December 31, 2022, 1 844 775 options
were converted to common shares, leaving 12 632 710 share options outstanding as at December 31, 2022.
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Grant-vest Expiry date
Exercise price in
USD per share
option Share option
2020-2023 7 October 2025 0.00001 3 602 725
2020-2024 31 December 2025 0.00001 8 429 984
2022-2023 31 August 2025 0.00001 250 000
2022-2025 31 March 2025 0.00001 350 001
Total 12 632 710
As at 31 December 2022, the weighted average remaining option life was 1.75 years.
For the year ended 31 December 2022, the expense recognised in the Consolidated Statement of Profit or Loss
arising from the share options issuance is USD 1 999 513.33 (USD 1 677 574 in 2021).
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9393
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Note 8 General and administrative expenses
(USD 1000) 2022 2021
Employee benefit and compensation 3 254 2 777
Travel and other sundry items 1 054 530
Office rent and running costs 88 76
Contractual guarantee fees
2
3 540 4 752
Services hired
1
6 296 1 759
Other operating expenses 109 14
Total 14 341 9 908
1
Professional and technical services were hired, such as lawyers, environmental specialists, geology, and geography consultation, as
support for operations.
2
Fees associated with the financial guarantee that was contractually required in order to acquire the Cricaré Cluster.
Note 9 Net financial results
(USD 1000) 2022 2021
Financial income
Interest on related party loans 1 731 5
FX gains 58 -
Total 1 789 5
Financial expenses
Banking expenses 37 3
Exchange rate losses - 47
Interest on financial loans (note 6) 1 518 -
Total 1 555 50
Note 10 Subsequent events
New information on the Company’s financial position at the balance sheet date is taken into account in the
financial statements. Subsequent events that do not affect the Company’s position at the balance sheet date, but
which will affect the Company’s position in the future, are disclosed if significant
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9494
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
GO BACK
Statement of Reserves (unaudited)
Seacrest Petroleo has engaged DeGolyer and MacNaughton for reserve and resource certification. The eval-
uations are based on standard petroleum engineering and evaluation principles according to the Petroleum
Resources Management System (PRMS) approved in 2007 and revised in 2018. The figures represent the best
estimate of proven and probable reserves (2P/P50).
As in all aspects of oil and gas evaluation, there are uncertainties inherent in in the interpretation of engineering
and geoscience data; therefore, conclusions necessarily represent only informed professional judgement.
At Seacrest Petroleo’s request and for the purposes of the report, the estimates of net reserves are proforma and
assume the acquisition of the working interests referring to the Norte Capixaba Cluster. The production numbers
for 2022 also include production from this Cluster. The acquisition of the working interests was completed on
11 April 2023.
Reference is made to the competent persons report (CPR) per 31 December 2022 available at
www.seacrestpetroleo.com/investor/IPO information.
PROVEN AND PROBABLE RESERVES
Mill barrels of oil equivalents (mmboe) 2022
Balance at 1 January 97.0
Production (2.8)
Revision of previous estimate 45.4
Total reserves at 31 December 139.6
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9595
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Statement of ReservesFinancials | Statement of Reserves
GO BACK
Responsibility statement
We confirm that, to the best of our knowledge,
the financial statements for the period ended
31 December 2022 have been prepared in
accordance with current applicable accounting
standards and give a true and fair view of the
assets, liabilities, financial position and profit or
loss of the Company and the Seacrest Petroleo
Group taken as a whole. We also confirm that the
Board of Directors’ Report includes a true and fair
review of the development and performance of the
business and the position of the Company and the
Seacrest Petroleo Group, together with a description
of the principal risks and uncertainties facing the
Company and the Seacrest Petroleo Group.
Rio de Janeiro, Brazil/Hamilton, Bermuda, 21 April 2023
The Board of Directors of Seacrest Petroleo Bermuda Limited
Erik Tiller
Executive Chairman
Paul Murray
Board Member
Scott Aitken
Board Member and
President of the Executive
Committee
Rune Olav Pedersen
Board Member
Denis Chatelan
Board Member
Paulo Ricardo da S. dos Santos
Board Member
Pedro Magalhães
Board Member
Michael Stewart
Chief Executive Officer
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9696
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Responsibility statementFinancials | Responsibility statement
GO BACK
Reconciliations of alternative performance measures
Seacrest Petroleo discloses alternative performance measures as part of its financial reporting as a supple-
ment to the financial statements prepared in accordance with international accounting standards (IFRS).
The Company believes that the alternative performance measures provide useful supplement information
to management, investors, lenders and other stakeholders and are meant to provide an enhanced insight
and better understanding into the financial development of Seacrest Petroleo and improve comparability
between periods.
USD 1000 Note 2022 2021
Depreciation and amortization per boe sold 19, 20 23 033 4
Depreciation and amortization
19, 20 23 033 4
Total sold volumes ('000 boe) 381 -
Depreciation and amortization per boe sold 60.5 n.m.
Capex
Investments in fixed assets (excluding capitalised interest) 3 816 1 709
Investments in intangible assets 35 850 26 899
Payments of lease debt (investments in fixed assets) 2364 -
CAPEX 42 030 28 608
EBITDA and EBITDAX
Total Income 33 617 -
Cost of sales and services
19 (39 762) -
General and administrative expenses
20 (28 005) (14 558)
Depreciation and amortization
19, 20 23 033 4
EBITDA (11 117) (14 554)
Exploration Expenses 14 -
EBITDAX (11 103) (14 554)
EBITDA margin (33%) n.m.
EBITDAX margin (33%) n.m.
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9797
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Alternative Performance MeasuresFinancials | Alternative Performance Measures
GO BACK
USD 1000 Note 2022 2021
Equity ratio
Total equity (52 743) 9 252
Total assets 217 236 190 493
Equity ratio (24%) 5%
Net interest-bearing debt
Long-term financial loans
7.4, 15 63 763 44 245
Long-term lease debt
14 3 201 16 909
Short-term financial loans
15 1 893 -
Short-term lease debt
14 3 447 -
Cash and cash equivalents
4 7 745 16 909
Net interest-bearing debt 64 559 44 245
Production cost per boe sold
Cost of sales 39 762 -
Less: Amortization of exploration rights
19 (14 352) -
Less: Amortization with deactivation costs
19 (5 916) -
Less: Depreciation
19 (2 748) -
Less: Storage Costs
19 (2 584)
Net production cost 14 162 -
Net production expense (Adjusted for production not sold) 17 166
Total sold volumes ('000 boe oil) 381 -
Total Produced Volumes (oil) 461
Production to sales ratio 1.2
Production cost USD per boe 37.2 n.m.
Free cash flow
Net cash from/(used) in operating activities (31 761) (6 871)
Capital expenditures (42 030) (28 608)
Free cash flow (73 791) (35 479)
Definitions of alternative performance measures
Depreciation and amortization per boe sold is defined as total depreciation and amortization divided by
volumes sold during the period.
Capex is defined as investments in fixed assets (excluding capitalised interest), plus investments in intangible
assets, plus payments of lease debt.
EBITDA is defined as earnings before interest and other financial items, depreciation, depletion, amortisation
and impairments.
EBITDAX is defined as earnings before interest and other financial items, depreciation, depletion, amortization,
impairments and exploration and evaluation expenses.
Equity ratio is defined as total equity divided by total assets.
Net interest-bearing debt is book value of interest-bearing loans, plus lease debt, less cash and cash
equivalents.
Production cost per boe sold is defined as cost of sales, less depreciation, amortization and storage costs,
adjusted for production not sold, divided by produced volumes in the period.
Free cash flow is defined as net cash flow from operating activities less capital expenditures (Capex).
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9898
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Alternative Performance MeasuresFinancials | Alternative Performance Measures
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
9999
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Independent Auditor’s reportFinancials | Independent Auditor’s report
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
100100
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Independent Auditor’s reportFinancials | Independent Auditor’s report
GO BACK
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
101101
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Independent Auditor’s reportFinancials | Independent Auditor’s report
GO BACK
General ESEF data (ParsePort)
Name of reporting entity or other means of identification
Domicile of entity
Legal form of entity
Country of incorporation
Address of entity’s registered office
Principal place of business
Description of nature of entity’s operations and principal activities
Name of parent entity
Name of ultimate parent of group
Explanation of change in name of reporting entity or other means of identification from end of preceding
reporting period
Length of life of limited life entity
Period covered by financial statements
Seacrest Petroleo Annual Report 2022Seacrest Petroleo Annual Report 2022
102102
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
CONTENTS
|
SEACREST PETROLEO
SUSTAINABILITY
GOVERNANCE
FINANCIALS
FinancialsFinancials | Independent Auditor’s report
GO BACK
artbox.no
Seacrest Petroleo Annual Report 2022
103