If the Halifax Examiner inbox is anything to go by, there is no shortage of critics of Pieridae Energy and its plans to pipe natural gas into Nova Scotia, build a $10-billion liquefied natural gas plant in Goldboro on the province’s Eastern Shore, and then ship the LNG to Germany, a project the Halifax Examiner reported on in depth in its two-part Goldboro Gamble series, here and here.
In the past few weeks, we’ve had unsolicited emails from people in Germany, Alberta, and here in Nova Scotia, and heard some unflattering and harsh words for the whole project, all for different reasons.
An industry insider in Nova Scotia describes the Goldboro project as a “boondoggle” and “egregious.” He asks to remain anonymous for now, but he says he is prepared to go public if either the federal or provincial governments countenance the use any public money to finance Pieridae’s project.
German climate campaigner Andy Gheorghiu calls Goldboro a “zombie project” that “comes with high financial risks for any investor” that will “very likely export climate-hostile and environmentally destructive fracked gas” across the Atlantic to Europe.
The Examiner has also heard from people in Alberta, where Pieridae intends to source its gas, who are concerned that the company is not in a position to cover the enormous environmental liabilities of the aging sour gas wells and facilities it is acquiring from Shell Canada.
One of those Albertans is Mark Dorin of the Polluter Pay Federation (PPF), who says Canadians are on the hook for cleaning up trillions of dollars of environmental liabilities across the country, and industries continue dumping liabilities like these into the laps of citizens, who are completely unaware of these massive and unpaid environmental bills.
Of course Pieridae’s director of external relations, James Millar, counters these criticisms.
But let’s back up a bit, and do a quick recap of Pieridae’s Goldboro project, where it plans to get the money and gas it would need to make it all work, and take a closer look at what Pieridae and its critics are saying about these things.
A bold headline on the Pieridae website declares that, “Canada’s first East Coast LNG export terminal is in Nova Scotia.”
It’s present tense, affirmative, a statement of fact — as if the $10-billion project is a fait accompli.
But is it? Has the company got the financing in place?
Media reports like this one give the impression that Pieridae has already secured a US $4.5 billion loan guarantee for the project from the German government.
Well, no, not exactly.
In June last year the German Ministry of Economics and Energy told the Examiner that in reality, what the German government has issued is a Letter of Interest (LOI) for an untied loan guarantee (UFK) to Pieridae. In an email, the Ministry specified that:
This LOI is legally not binding and shall only express that the project can be considered as eligible under the assumption that certain criteria are met. An LOI can be issued to support a German offtaker [buyer of the LNG] in the bidding process.
Kindly note that a final and binding decision on whether an UFK can eventually be granted or not requires the prior assessment of the economic, technical and legal aspects in detail and the compliance with internationally accepted environmental, social and human rights standards. This assessment will be performed as part of the regular application procedure once a formal application has been filed.
An application has not been filed so far and thus the respective due diligence of the respective project has not been initiated and no approval or binding decision on granting a UFK-guarantee has been made. [emphasis added]
In other words, the loan guarantee was not a done deal then.
Nor is it a done deal now. In October 2020, Korbinian Wagner, press officer with German Ministry of Economic Affairs and Energy, wrote to the Examiner to say that the information sent in June was “still up-to-date” and there were “no new developments.” On April 11, Wagner said the situation has not changed, and there are “no developments” since the last answer in October 2020.
That is not the only public money that Pieridae seems to be depending on to make the Goldboro project happen.
In May 2020, the Examiner asked Pieridae CEO Alfred Sorensen about an April conference call the company had, in which he mentioned that Pieridae was lobbying the federal and Nova Scotia governments, hoping to get $1 billion in financial help, “a hand up, not a hand out,” and whether he was optimistic this would be forthcoming.
“I have no further comment on this at the current time,” he replied.
Seven months later, in December 2020, Sorensen met with Canadian government officials, and a leaked Pieridae PowerPoint presentation from that meeting shows that Pieridae asked the Canadian federal government for $925 million in grants, loans, or loan guarantees to jumpstart the project.
As the CBC’s Frances Willick reported, Pieridae’s James Millar said it would be “difficult based on the current climate” for the project to proceed without federal funding.
Pieridae’s request for public money is what prompted the Nova Scotia industry insider to contact the Examiner to express his concerns about the Goldboro project, which he says he strongly opposes even though it would be good for his own business.
He says he’s been evaluating the Goldboro project for nearly 10 years, which is about how long he says Pieridae has been pitching it.
He doesn’t believe it is financially viable:
The irony is they [Pieridae] always say “FID, FID [final investment decision], you know we have to make it by June.” Well, they’ve been telling that to people for 10 years. And there’s a huge amount of irony in it because they don’t have any money. So how does somebody make a final investment decision without any money?
On its website, Pieridae says that in 2013 the company signed an agreement with the German energy company Uniper, “where they agreed to buy half of Goldboro LNG’s gas for 20 years.”
Since Pieridae signed the agreement with Uniper, which is now majority-owned by Finland’s energy supplier Fortum, it has been amended five times because the company could not meet the agreed delivery date for LNG. The most recent amendment, in May 2020, puts the first delivery date at between August 31, 2025 and February 28, 2026.
Pieridae reports that Uniper has also extended until June 30, 2021 the deadline “to make a positive final investment decision for the Company’s proposed Goldboro LNG Facility.” It states, “The 20-year agreement with Uniper is for all of the liquefied natural gas produced at Goldboro Train 1.” (A “train” is a liquefaction and purification facility, and two are proposed for Goldboro.)
The industry insider is not impressed by the mere existence of an agreement that Uniper will buy gas from Goldboro. Rather, he says, it’s the price that matters. While we don’t know if the price in the contract is fixed or a floating price based on the market, the industry insider assumes it is likely a floating price.
“The one thing they never advertise is what price Uniper is paying, because that’s very relevant, and it will determine their revenue,” he says.
So there are two major elements to this puzzle that they [Pieridae] don’t like people talking about. One is the price that Uniper has agreed to pay for the gas is what we call in the industry an index-based price. So basically, it’s a floating price and it means that Uniper will buy the gas from Pieridae, at whatever price of the day is happening in Germany … The actual price of the gas that Pieridae is going to receive for their gas from Uniper will only be determined on that day when they deliver that gas. And we know that the first time they would deliver gas would be five to seven years out.
He says this is relevant because:
The amount of money that they’re going to have to spend to build this facility is a fixed number. Let’s just say they do all their engineering and design and they come up with a number, $10 billion. So they know they’re going to have to spend $10 billion, and the first piece of revenue they’re going to get is five years from now or seven years from now, and they can’t even tell you what that number will be because they don’t know it. You have a fixed price, versus a floating revenue. And banks and capital markets and other people don’t finance that, because they would be at risk. If they lent the money to somebody to build a $10 billion facility and then five years from now that project started getting revenue, and it was really low, well the bank is effectively taking the risk. [Pieridae CEO Alfred] Sorensen knows this. And that’s the very reason he can’t get this financed over the last 10 years.
It’s reasonable to believe that one could buy gas in Alberta and deliver it to Nova Scotia for approximately US $6 per MMBtu [one million British thermal unit]. Then he [Sorensen] would have to build a facility for $10 billion, pay to operate and finance the facility, and then ship the gas to Europe on a ship. All in, it’s going to cost him $9 or $10 to get the gas to continental Europe, where the market is telling him that people are buying gas now for $6.”
So the economics are poor. And I get super offended when he [Sorensen] starts asking the government for effectively some of your money, and my money, in taxpayers’ subsidies. It’s grotesque.
The Examiner wrote to Uniper to ask about the price in the agreement with Pieridae, but as of this writing has not had an answer to that question.
James Millar did respond to questions about the price and Pieridae’s agreement with Uniper:
We have been investing in developing this project since 2012 based on sounds [sic] facts that support a strong business case. If this were not true, why would that development still continue? And also, why would we still maintain a strong relationship with our main customer Uniper to purchase all of the gas from the first train or facility for 20 years plus a 10 year option?
As an addendum, gas prices fluctuate year to year. We are building a project that would begin deliveries in 2025/2026 and continue for decades after so tying projections to current pricing is not accurate nor is trying to anticipate where prices will be in 10, 20 and 30 years.
However, the industry insider worries that the government is at risk of being “sold a bill of goods” and agreeing to finance Pieridae:
If you’re not exceptionally knowledgeable … really digging into it and doing your due diligence, then a lot of these energy projects become the albatross, sitting around doing nothing. I’m glad that [Nova Scotia Premier] Iain Rankin came out and said he wouldn’t give provincial tax dollars, so he can sit on the sidelines and say, “I do support jobs. But I’m not spending any of our money.” If he did come out and say that he would spend provincial tax dollars, I would go public and say that this is a boondoggle and create an advocacy group against it.
And if the federal government were to agree to finance Pieridae, the industry insider says that he might do the same thing — go public and advocate against it.
He complains that media tend to “just kind of paste his [Sorensen’s] press releases” without doing any fact checking. This, he says, bothers people in the industry:
All of us are offended when we read the press releases, because when people do projects like this and they get them funded, and they turn out to be garbage, it gives the whole industry a bad name. So this project, in the natural gas community from the Gulf of Mexico to here [Nova Scotia], is laughed at … a laughing stock of the industry.
Gas for Goldboro
There is also the question of where the gas is going to come from.
In 2016, Pieridae US received authorization from the United States Department of Energy to source fracked natural gas in the US, and to pipe it to Canada for re-export to “non free-trade agreement countries,” as Tim Bousquet reported here.
Sorensen confirmed to the Examiner in May 2020 that Pieridae “can not use the funding that will be guaranteed by the UFK [German untied loan guarantees] to drill wells requiring multistage fracking.” But, he added, “We can source gas from wherever we want.”
“Wherever we want” for Pieridae — at least for now — seems to mean aging sour gas wells it has acquired from Shell Canada in Alberta.
The Examiner reported on this in October 2020:
In his investigative feature about Pieridae in The Tyee, Andrew Nikiforuk wrote extensively about the company’s acquisition in 2019 of three 70-year-old gas operations from Shell, pending approval by the Alberta Energy Regulator (AER). He noted that the previous year, Shell’s revenues were $396 billion, “while Pieridae recorded a loss of $34 million.”
Drilling down into the finances
Pieridae financed the purchase of Shell’s aging assets at three sour gas fields in Waterton, Jumping Pound, and Caroline, with a loan of $206 million from Third Eye Capital and private placement.
One of Pieridae’s directors, Mark Horrox, is a principal of Third Eye Capital, and a director of one of its portfolio companies, Erikson National Energy, which bought about 14% of Pieridae in the private placement, a $20 million investment that is now worth just a bit more than half that.
While the parties to the loan disclosed an interest rate of 15%, the fine print in the audited statements states that Pieridae has an obligation to Third Eye Capital — namely a fee of $50 million if it does not agree to purchase some “certain petroleum and natural gas properties from Third Eye.”
It seems those properties could be OpsMobile and Ranch Energy, which wound up in a CCAA [Companies’ Creditors Arrangement Act] proceeding in 2018. As part of the receivership, Third Eye Capital assigned a credit bid to Erikson National Energy to buy the unproductive properties. Erikson then offloaded some of the properties, putting pressure on industry-funded orphan wells associations that have to clean up old oil and gas facilities when owners bail on them.
The Examiner asked Millar whether the properties in question were OpsMobile and Ranch Energy, and if Pieridae has agreed to purchase them. He replied:
As with all our covenants with our primary lender, we discuss them on a regular basis. Adjustments are made to those covenants, where appropriate … Ongoing discussions will continue on all covenants as they have since we signed the loan agreement.
Still, it appears that Third Eye Capital loaned Pieridae $206 million at 15% interest, while getting in return the chance to unload $50 million of some unproductive assets to Pieridae, which either has to buy those properties or find the capital to repay the $50 million.
This at a time when Pieridae is looking for nearly $1 billion from the federal government, and hoping to secure a US $4.5 billion loan guarantee from the German government.
Then the acquisition hits a snag
In May 2020, the Alberta Energy Regulator refused Shell’s and Pieridae’s application to transfer the licenses for two gas assets in the southern foothills of Alberta to Pieridae, because of Shell’s proposal to split the liability between actual assets and environmental liability for underground contamination. The AER noted that this “proposed approach’ of splitting assets from environmental liabilities “would create uncertainty of the administration and enforcement on the approvals.”
Pieridae issued a press release on May 15, 2020 in which its CEO Alfred Sorensen said they were “disappointed” by AER’s decision not to permit the transfer of licences for the Shell assets.
However, Sorensen told the Examiner that the AER refusal to allow the division of liabilities from the transfer of the assets did not affect Pieridae’s supply of natural gas for the proposed Goldboro project because, he said, the assets remain with Pieridae.
For Pieridae, there are apparently no ifs or maybes about the Alberta gas supply. From its website:
Our gas supply for the Goldboro LNG Project will come from more environmentally friendly conventional Foothills reservoirs of the Western Canada Sedimentary Basin (WCSB) thanks to the knowledge and insight of our experienced technical team.
Except that it has been shown that the “drilling and extraction of natural gas from wells” is not “environmentally friendly.” Nor is natural gas an acceptable “bridge” fossil fuel to use in a climate emergency fuelled by … fossil fuels.
As the Examiner reported here, the Goldboro project could wreak havoc with Nova Scotia’s emissions targets:
The Nova Scotia Environmental Assessment Review panel noted that: “The Project would increase Nova Scotia’s greenhouse gases by approximately 18% (above 2010 emission levels),” and its marine component “would compromise a number of fisheries in its general area.” Nevertheless, in 2014, Nova Scotia Environment, under then-minister Randy Delorey, approved the project.
The panel recommended that “in close consultation” with Nova Scotia Environment, Pieridae develop and commit to a greenhouse gas management plan, which “should include a mechanism to offset the 3,778,390 tCO2e [tonnes of carbon dioxide equivalent] that the Project is predicted to emit per annum.”
Dalhousie University professor and founding fellow at the MacEachen Institute for public Policy and Governance, Larry Hughes, told the Examiner in October 2020 that, “Without some form of carbon offsetting, the province will exceed its 2030 target,” he said.
Millar says that the offset mechanism was submitted to Nova Scotia Environment in 2016.
The Examiner asked Nova Scotia Environment about Pieridae’s greenhouse gas emissions management plan and offset mechanism, and received this reply from spokesperson Barbara MacLean: “Nova Scotia Environment and Climate Change received a draft Greenhouse Gas management plan from the proponent in 2016, and followed up requesting further information. The department has not received an updated draft … The department has not approved a GHG management plan, nor has this condition of the Environmental Assessment been met.”*
Pieridae’s 2020 presentation to government officials says that “a path to net zero by 2050 is achievable.”
But back to Pieridae’s claims about its “environmentally friendly” gas wells in Alberta. On the same web page, Pieridae says this about its acquisition of aging sour gas wells:
There has been an unprecedented number of acquisitions in the Foothills in recent years as major players looked to exit the region.
But what some no longer want others desire.
Smaller companies such as Pierdiae [sic] have jumped in and bought low decline, long reserve life assets …
That’s one way of looking at it.
The industry insider who spoke with the Examiner describes the buying up by small companies of “the last 5% of the gas [in aging wells from large producers] for a dollar or some super discount, a “game” that he finds “super egregious, if not criminal.”
He says it involves companies draining the remaining reserves in the wells for a few years, “and then they just bankrupt the company and leave the citizen on the hook for the cleanup.”
Pieridae’s James Millar said he would not respond to the allegation unless he knew who made it, and called it “hearsay.”
Asked about this allegation, Shell Canada replied:
The Foothills Assets, which Shell has sold to Pieridae, include high quality operating gas wells, pipelines and gas processing plants with long-term development potential. Additionally, the Foothills Assets have slow production decline curves and significant remaining proven developed reserves; therefore, they have a long-expected life and are currently generating positive cash flow.
Shell has ongoing contractual responsibility for the obligations and costs related to these specific environmental impacts associated with the Waterton and Jumping Pound gas plants, including ongoing management through the life of these two gas plants and a large portion of their end-of-life remediation costs.
Through its acquisition of the Foothills Assets, Pieridae has assumed responsibility for the long-term liability associated with the abandonment, remediation and reclamation of the Foothills Assets. Through the commercial terms of the sale, Shell has voluntarily and contractually retained liability for the ongoing management and remediation of the specific environmental impacts at the Waterton and Jumping Pound gas plants.
Shell’s commitment to remediate the specific environmental impacts will last until the plant has been decommissioned, the site has been remediated, and regulatory closure has been achieved.
In addition to ongoing management responsibilities, Shell also provided Pieridae with a CAD $50 million indemnity for any incidental costs Pieridae may incur as a result of these specific environmental impacts. [emphasis added]
We do not know what terms AER will require for Shell to transfer its assets to Pieridae, but Regan Boychuk, co-founder and researcher with the Alberta Liabilities Disclosure Project and the Polluter Pay Federation (PPF), describes the attempt by Shell Canada to offload its aging gas facilities to Pieridae, with no provision for Pieridae to put up adequate security for their eventual cleanup, as “scandalous” and a “boondoggle.”
Boychuk says it will “put all the risk for the industry’s eventual cleanup on the public.”
The Polluter Pay Federation is a Canadian not-for-profit that aims to make operators of oil and gas wells responsible for the full costs of their cleanup so that taxpayers “are not stuck with the bill racked up by industry.”
Mark Dorin, a co-founder of PPF and also a director and vice chair, estimates the cost of the eventual cleanup of the assets in the southern Alberta foothills that Shell has applied to transfer to Pieridae would be in the “scale of billions” of dollars. He calls the proposal to transfer the assets to Pieridae a “pig in a poke … a dressed up dumping of liability by Shell, with someone who’s agreed to play because there’s some sort of benefit in it for them.”
They want to play this game, talk about a big future, and stuff as much money in their pockets as they can. But it’s only because they don’t intend to clean up. They don’t intend to repay those loans. There’s no overt conspiracy, but Shell wants to get this garbage off their books, and Pieridae wants to play games with a whole bunch of money. And so that’s the only way to make sense of it.
“Of course we can’t prove any of this,” says Dorin. “But we can see that it’s happened over and over and over again. The whole thing, like I say, if it looks like a duck, smells like a duck, and walks like a duck, it’s probably a damn duck.”
The Examiner asked Millar if Pieridae was prepared to put up any financial security for any of the Shell assets, or if it sees that as Shell’s responsibility should the Alberta Energy Regulator approve the splitting of environmental liabilities. His reply:
A re-application for the licence transfer was submitted by Shell in early January . The process continues and we will take direction from the AER on next steps when they are ready to inform us. So we won’t speculate on what that direction may be.
In February, a month after Shell re-applied for the licence transfer, the PPF filed a statement of claim on behalf of ten of its members to the AER to demand that if Pieridae is to take over Shell’s assets, there is assurance that the cleanup costs for them do not land on the public.
“If the licence transfers are approved,” says Dorin, “then the liabilities definitely transfer to Pieridae.”
Regan Boychuk and Mark Dorin are asking that the Alberta Energy Regulator hold a public hearing about the transfer of Shell assets to Pieridae. Dorin says the wells are in their “twilight of their life,” and the only way for Pieridae to pay for a cleanup would be with future profits.
But, says Boychuk, Pieridae “doesn’t have any of those yet. And its prospects of ever creating them involves many, many billions of dollars to drill many, many wells.”
In response to the statements of claim submitted by Dorin requesting that AER deny the transfer of the Shell assets, on March 30, 2021 Pieridae wrote that a public hearing was not required, and that:
As a result of the improvements to the liability management framework and government initiatives … end-of-life costs associated with orphaned assets should never become the responsibility of an individual landowner.
A 2020 report by Press Progress on Alberta’s failed oil and gas bailout warns against investments in “sunset oil and gas juniors and intermediate companies.” It describes as “Ponzi financing” the assumption that future cleanup costs will be funded through future operating profits.
The report criticizes the investment by Alberta’s public funds manager, AIMCo, in Pieridae, noting that when AIMCo acquired Pieridae shares in 2019 they were worth $2, and a year later, had plummeted to 16 cents.
The report stated that, “AIMCo’s Ponzi financing is making Alberta’s crisis of unfunded oilfield cleanup worse.”
On March 10, 2021, after Pieridae’s December 2020 presentation to Canadian government officials asking for nearly a billion dollars of public money was made public, five activists, including Nova Scotia’s Ken Summers, signed an open letter to Prime Minister Justin Trudeau, Nova Scotia Premier Iain Rankin, and a long list of federal and provincial ministers. In the letter, they disputed claims made in the Pieridae presentation and urged governments not to fund the project.
Nine days later, the signatories to the open letter received a letter threatening legal action from Pieridae’s general counsel, Thomas Ciz.
Ciz claimed that in August 2020, a “multi-party non-disclosure agreement” had been “executed by Pieridae Energy Limited and the governments of Canada, Alberta and Nova Scotia,” which suggests that Pieridae’s ask for public money may not have been limited to the federal government.
Ciz wrote to the activists that the disclosure of the Pieridae presentation was “unlawful” and for the “express purpose of causing economic damage to Pieridae.”
As the Examiner reported here, one of the signatories, Andy Gheorghiu, a climate and environmental campaigner in Germany, sent a statement to the Examiner about the “Cease and Desist” letter from Pieridae. In it he wrote:
This is outrageous and shows how desperate the company must be in its attempt to shut up climate activists and the truth about a climate hostile stranded asset project.
I will also inform the German Ministry for Economy who still has to decide over the loan guarantee. I don’t want to see my taxpayers money being wasted for the LNG Goldboro project and I don’t think any private company has the right to stop me from raising these issues. We live in the 21st not the 19th or 20th century and global warming is increasing by the hour because of projects such as Goldboro. These companies owe us compensation for the damage they’ve already done to the climate and we will most certainly not let them do more harm. The fossil fuel industry and their addicted supporters must wake up to this reality!
Then Gheorghiu, together with four other activists opposed to the Goldboro project — two German, one Finnish and one Canadian — went further.
On March 30, they sent a press release, “Fortum/Uniper’s partner Pieridae attempts to silence activists” to the Canadian, German, and Finnish governments. In it they stated:
Pieridae’s intimidation effort against climate activists makes the LNG company an even more divisive business partner for the German energy utility Uniper and its majority shareholder Fortum in Finland which will hold their annual general meetings in April and May. The German state bank KfW was also named as a possible supporter for the project: In 2018, Pieridae announced that they had selected KfW IPEX, KfW‘s private arm, as their Goldboro LNG loan adviser. Additionally, Pieridae has repeatedly claimed to have received the “confirmation of eligibility in principle” for an Untied Loan Guarantee by the German government, an instrument to secure access to resources for German companies. However, German authorities confirmed that there is no commitment for guarantees so far. [bold is in the original].
Another of the activists who received the Cease and Desist letter from Pieridae, Pascal Bergeron, of the Canadian NGO Environnement Vert Plus, added:
The potential payment by any Canadian federal entity of CAN$1 bln [$1 billion] for continued extraction and expansion of fossil methane export capacity is an absolutely public issue. The company has claims in my area [Gaspé, Québec] it can only exploit with fracking technologies, and the building of the [Goldboro] terminal will most likely trigger exploitation here. There’s no way they will silence us.
Bergeron also wrote a letter to all the recipients of the March 10 open letter, including Prime Minister Trudeau, in which he said, “Pieridae’s Cease and Desist letter is obviously the prelude to a Strategic Lawsuit Against Public Participation, also known as a SLAPP suit.”
On April 9, the Quebec Environmental Law Centre (CQDE) issued a press release denouncing Pieridae Energy’s “attempt through a cease and desist letter to silence the Gaspesian organization, Environnement Vert Plus, and its spokesperson Mr. Pascal Bergeron.” CQDE said its “partner lawyers are responding that their clients refuse to be gagged, and in turn have issued a formal notice to the company to immediately cease any attempts to limit their clients’ freedom of expression.”
On March 22, Tim Bousquet wrote extensively in the Examiner about the Goldboro project, Premier Iain Rankin’s support for it, how the gas would get to Nova Scotia, and the threat of a SLAPP to bully critics into silence.
The last words in Bousquet’s article are appropriate for this one and definitely worth repeating:
By sending the legal threat to its critics, Pieridae has demonstrated that it seeks to undermine democratic consideration of its Goldboro proposal, and doubly so since it is seeking public money for that proposal. It is a bad corporate citizen.
Rankin should rethink his support for the Pieridae project, and he should introduce Anti-SLAPP legislation to prevent such abuses from happening in the future.
* This article was updated on April 14 to include Nova Scotia Environment’s response about Pieridae’s greenhouse gas claim.