S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2020

Registration No. 333-67858

Registration No. 333-102649

Registration No. 333-103576

Registration No. 333-183515

Registration No. 333-197180

Registration No. 333-218824

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-67858

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-102649

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-103576

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-183515

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197180

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218824

UNDER

THE SECURITIES ACT OF 1933

VAALCO Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	76-0274813
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9800 Richmond Avenue, Suite 700 Houston, Texas	77042
(Address of Principal Executive Offices)	(Zip Code)

VAALCO Energy, Inc. 2001 Stock Incentive Plan

William E. Pritchard, III Employment Agreement

W. Russell Scheirman, II Employment Agreement

Robert L. Gerry, III Employment Agreement

VAALCO Energy, Inc. 2012 Long Term Incentive Plan

VAALCO Energy, Inc. 2014 Long Term Incentive Plan

VAALCO Energy, Inc. Standalone Restricted Stock Award Agreement with Philip F. Patman, Jr.

VAALCO Energy, Inc. Standalone Nonstatutory Stock Option Award Agreement with Philip F. Patman, Jr.

VAALCO Energy, Inc. 2020 Long Term Incentive Plan

(Full title of the plan)

Elizabeth D. Prochnow

Chief Financial Officer

9800 Richmond Avenue, Suite 700

Houston, Texas 77042

(713) 623-0801

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jennifer T. Wisinski

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

2020 Long Term Incentive Plan

On April 27, 2020, the Board of Directors of VAALCO Energy, Inc. (the “Registrant”) adopted, subject to stockholder approval, the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (the “2020 Plan”). On June 25, 2020, at the Registrant’s 2020 Annual Meeting of Stockholders, the 2020 Plan was approved by the Registrant’s stockholders by the affirmative vote of a majority of the votes cast in person or by proxy.

Pursuant to the terms of the 2020 Plan, the maximum number of shares of the Registrant’s common stock, par value $0.10 per share (“Common Stock”), that may be delivered pursuant to awards granted under the 2020 Plan is (i) 5,500,000 plus (ii) any awards under the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (the “2014 Plan”) that were outstanding on April 27, 2020 and that, on or after such date, are forfeited, expire or are canceled or settled in cash (any such shares of Common Stock described in this clause (ii), the “2014 Carryover Shares”).

Prior Registration Statements

On August 17, 2001, the Registrant filed a Registration Statement on Form S-8 (File No. 333-67858) (the “2001 Form S-8”) with the Securities and Exchange Commission (the “SEC”) for the purpose of registering 4,000,000 shares of Common Stock issuable to participants under the VAALCO Energy, Inc. 2001 Stock Incentive Plan (the “2001 Plan”).

On January 22, 2003, the Registrant filed a Registration Statement on Form S-8 (File No. 333-102649) (the “January 2003 Form S-8”) with the SEC for the purpose of registering 900,000 shares of Common Stock issuable upon the exercise of warrants granted to William E. Pritchard, III in accordance with the terms of the employment agreement by and between the Registrant and Mr. Pritchard (the “Pritchard Agreement”).

On March 4, 2003, the Registrant filed a Registration Statement on Form S-8 (File No. 333-103576) (the “March 2003 Form S-8”) with the SEC for the purpose of registering (i) 480,000 shares of Common Stock issuable upon the exercise of stock options granted to W. Russell Scheirman, II in accordance with the terms of the employment agreement by and between the Registrant and Mr. Scheirman (the “Scheirman Agreement”) and (ii) 500,000 shares of Common Stock issuable upon the exercise of stock options granted to Robert L. Gerry, III in accordance with the terms of the employment agreement by and between the Registrant and Mr. Gerry (the “Gerry Agreement”).

On August 23, 2012, the Registrant filed a Registration Statement on Form S-8 (File No. 333-183515) (the “2012 Form S-8”) with the SEC for the purpose of registering 3,000,000 shares of Common Stock issuable to participants under the VAALCO Energy, Inc. 2012 Long Term Incentive Plan (the “2012 Plan”).

On July 1, 2014, the Registrant filed a Registration Statement on Form S-8 (File No. 333-197180) (the “2014 Form S-8”) with the SEC for the purpose of registering 4,600,000 shares of Common Stock issuable to participants under the 2014 Plan.

On June 19, 2017, the Registrant filed a Registration Statement on Form S-8 (File No. 333-218824) (the “2017 Form S-8”) with the SEC for the purpose of registering (i) an additional 2,563,897 shares of Common Stock issuable to participants under the 2014 Plan and (ii) 292,500 shares of Common Stock issuable to Philip F. Patman, Jr. pursuant to that certain Standalone Restricted Stock Award Agreement dated April 17, 2017 and that certain Standalone Nonstatutory Stock Option Award Agreement dated April 17, 2017, both by and between the Registrant and Phillip F. Patman, Jr. (together, the “Patman Inducement Awards”).

Post-Effective Amendments

This Post-Effective Amendment No. 1 to the 2001 Form S-8, Post-Effective Amendment No. 1 to the January 2003 Form S-8, Post-Effective Amendment No. 1 to the March 2003 Form S-8, Post-Effective Amendment No. 1 to the 2012 Form S-8, Post-Effective Amendment No. 1 to the 2014 Form S-8 and Post-Effective Amendment No. 1 to the 2017 Form S-8 (this “Post-Effective Amendment”) is being filed in accordance with Item 512(a)(1)(iii) of Regulation S-K and pursuant to guidance from the staff of the SEC in Compliance and Disclosure Interpretation 126.43 of the Securities Act Forms, to amend the 2014 Form S-8 and the 2017 Form S-8 to reflect that the 2014 Carryover Shares, consisting of an aggregate of 2,898,460 shares of Common Stock that were subject to outstanding awards under the 2014 Plan as of April 27, 2020, may become available for issuance under the 2020 Plan as a result of the forfeiture, expiration, cancellation or settlement in cash of such outstanding awards, and which 2014 Carryover Shares remain registered on the 2014 Form S-8 and 2017 Form S-8.

Further, the Registrant is no longer issuing securities pursuant to the 2001 Plan, the Pritchard Agreement, the Scheirman Agreement, the Gerry Agreement, the 2012 Plan or the Patman Inducement Awards. Accordingly, this Post-Effective Amendment is

also being filed to deregister all shares of Common Stock that were registered and remain unissued under the 2001 Form S-8, the January 2003 Form S-8, the March 2003 Form S-8, the 2012 Form S-8 and the 2017 Form S-8 (but, in the case of the 2017 Form S-8, only with respect to the Patman Inducement Awards). For the avoidance of doubt, this Post-Effective Amendment is not intended to deregister any shares under the 2017 Form S-8 other than shares underlying the Patman Inducement Awards.

This Post-Effective Amendment includes a new opinion as to the validity of the issuance of the 2014 Carryover Shares.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of this Registration Statement have been or will be sent or given to participating employees as specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the rules and regulations of the SEC. Such documents are not being filed with the SEC. These documents and the documents incorporated by reference into this Post-Effective Amendment pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the SEC are hereby incorporated by reference in this Registration Statement, other than information in a report or document that is “furnished” and not “filed” pursuant to the applicable rules and regulations of the SEC:

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, along with the consolidated financial statements and related notes thereto, filed with the SEC on March 10, 2020 (the “Annual Report”);

(b) the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2020, that were incorporated by reference into the Annual Report;

(c) the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 11, 2020;

(d) the Registrant’s Current Reports on Form 8-K filed with the SEC on January 28, 2020 (dated January  27, 2020), March 20, 2020 (dated January  27, 2020), March 23, 2020 (dated January  27, 2020), April 27, 2020 (dated April  22, 2020) and April 27, 2020 (dated April 26, 2020); and

(e) the description of the Common Stock, contained in the Description of Securities filed as Exhibit 4.1 to the Annual Report.

All reports and definitive proxy or information statements subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered under the 2020 Plan have been sold or which deregisters all securities then remaining unsold, but excluding information furnished to, rather than filed with, the SEC, shall be deemed to be incorporated by reference herein and to be a part hereof from the date such documents are filed. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement.

Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (“DGCL”), in which the Registrant is incorporated, provides generally and in pertinent part that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Registrant as a director, officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful.

Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Registrant as a director, officer, employee or agent of another entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and or purchase indemnity insurance on behalf of its directors and officers.

Article Eight of the Restated Certificate of Incorporation of the Registrant, as amended (the “Certificate of Incorporation”), and Article VII of the Second Amended and Restated Bylaws of the Registrant, as amended (the “Bylaws”), provide, in general, that the Registrant may indemnify its directors, officers, employees and agents (or persons serving at the request of the Registrant as a director, officer, employee or agent of another entity) to the fullest extent permitted by the DGCL or other applicable law.

In addition, the 2020 Plan provides that no member of the Board of Directors, nor any officer or Employee (as defined in the 2020 Plan) of the Registrant acting on behalf of the Board of Directors, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the 2020 Plan, and all members of the Board of Directors, each officer of the Registrant, and each Employee of the Registrant acting on behalf of the Board of Directors shall, to the extent permitted by law, be fully indemnified and protected by the Registrant in respect of any such action, determination, or interpretation to the fullest extent provided by law.

The foregoing is only a general summary of certain aspects of Delaware law and the Certificate of Incorporation, Bylaws, indemnification agreements and the 2020 Plan with respect to indemnification of directors and officers and does not purport to be complete and is qualified in its entirety by the full text of each of the foregoing.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description of Document
5.1*	Opinion of Haynes and Boone, LLP, counsel to the Registrant (filed herewith).
23.1*	Consent of BDO USA, LLP (filed herewith).
23.2*	Consent of Haynes and Boone, LLP (included in its opinion filed as Exhibit 5.1).
23.3*	Consent of Netherland, Sewell & Associates, Inc. (filed herewith).
24.1*	Power of Attorney (included on the signature page of this Registration Statement).
99.1	VAALCO Energy, Inc. 2020 Long Term Incentive Plan (incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2020).

Exhibit Number	Description of Document
99.2	VAALCO Energy, Inc. 2014 Long Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 17, 2014).

* Filed herewith.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 25, 2020.

	VAALCO ENERGY, INC.
	(Registrant)
Date: June 25, 2020
	By:	/s/ Elizabeth D. Prochnow
		Elizabeth D. Prochnow
		Principal Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Elizabeth D. Prochnow and Cary M. Bounds, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated below:

Signature	Title	Date
/s/ Cary M. Bounds Cary M. Bounds	Chief Executive Officer, Chief Operating Officer and Director (Principal Executive Officer)	June 25, 2020
/s/ Elizabeth D. Prochnow Elizabeth D. Prochnow	Chief Financial Officer (Principal Financial Officer)	June 25, 2020
/s/ Jason J. Doornik Jason J. Doornik	Chief Accounting Officer and Controller (Principal Accounting Officer)	June 25, 2020
/s/ Andrew L. Fawthrop Andrew L. Fawthrop	Chairman of the Board and Director	June 25, 2020
/s/ A. John Knapp, Jr. A. John Knapp, Jr.	Director	June 25, 2020
/s/ Steven J. Pully Steven J. Pully	Director	June 25, 2020

EX-5.1

Exhibit 5.1

[HAYNES AND BOONE, LLP LETTERHEAD]

June 25, 2020

VAALCO Energy, Inc.

9800 Richmond Avenue, Suite 700

Houston, Texas 77042

Re: VAALCO Energy, Inc. Post-Effective Amendments to Registration Statements on Form S-8 (File Nos. 333-197180 and 333-218824)

Ladies and Gentlemen:

We have acted as counsel to VAALCO Energy, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the preparation of the Company’s Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197180 and Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218824 (collectively, the “Post-Effective Amendment”) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “SEC”) on the date hereof.

On July 1, 2014, the Company filed a Registration Statement on Form S-8 (File No. 333-197180) (the “2014 Form S-8”) with the SEC for the purpose of registering 4,600,000 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”) issuable to participants under the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (the “2014 Plan”).

On June 19, 2017, the Company filed a Registration Statement on Form S-8 (File No. 333-218824) (the “2017 Form S-8”) with the SEC for the purpose of, among other things, registering an additional 2,563,897 shares of Common Stock issuable to participants under the 2014 Plan.

On April 27, 2020, the Board of Directors of the Company adopted, subject to stockholder approval, the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (the “2020 Plan”). On June 25, 2020, at the Company’s 2020 Annual Meeting of Stockholders, the 2020 Plan was approved by the Company’s stockholders by the affirmative vote of a majority of the votes cast in person or by proxy.

Pursuant to the terms of the 2020 Plan, the maximum number of shares of Common Stock that may be delivered pursuant to awards granted under the 2020 Plan is (i) 5,500,000 plus (ii) any awards under the 2014 Plan that were outstanding on April 27, 2020 and that, on or after such date, are forfeited, expire or are canceled or settled in cash (any such shares of Common Stock described in this clause (ii), the “2014 Carryover Shares”).

The purpose of the Post-Effective Amendment is to, among other things, amend the 2014 Form S-8 and the 2017 Form S-8 to reflect that the 2014 Carryover Shares, consisting of an aggregate of 2,898,460 shares of Common Stock that were subject to outstanding awards under the 2014 Plan as of April 27, 2020, may become available for issuance under the 2020 Plan as a result of the forfeiture, expiration, cancellation or settlement in cash of such outstanding awards, and which 2014 Carryover Shares remain registered on the 2014 Form S-8 and 2017 Form S-8. In connection with the potential issuance of the 2014 Carryover Shares under the 2020 Plan, we have provided the opinion set forth below.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

The opinion expressed herein is limited exclusively to the General Corporation Law of the State of Delaware, as currently in effect, and we have not considered, and express no opinion on, any other laws.

In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Restated Certificate of Incorporation of the Company, as amended through May

VAALCO Energy, Inc.

June 25, 2020

Page 2

7, 2014, and the Second Amended and Restated Bylaws of the Company, as amended through December 22, 2015, (ii) certain resolutions of the board of directors of the Company related to the approval of the 2020 Plan, the filing of the Post-Effective Amendment and the issuance of the 2014 Carryover Shares under the 2020 Plan, (iii) each of the 2014 Plan and the 2020 Plan, (iv) each of the 2014 Form S-8 and the 2017 Form S-8 and all exhibits thereto; (v) the Post-Effective Amendment and all exhibits thereto, (vi) a certificate executed by an officer of the Company, dated as of the date hereof, and (vii) such other records, documents and instruments as we considered appropriate for purposes of the opinion stated herein.

In making the foregoing examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents submitted to us as certified, conformed or photostatic copies thereof and the authenticity of the originals of such latter documents. As to all questions of fact material to the opinion stated herein, we have, without independent third-party verification of their accuracy, relied in part, to the extent we deemed reasonably necessary or appropriate, upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company.

In rendering the opinion set forth below, we have assumed that, at the time of the issuance of the 2014 Carryover Shares, (i) the resolutions of the board of directors referred to above will not have been modified or rescinded, (ii) there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or fully paid status of the Common Stock, and (iii) the Company will receive consideration for the issuance of the 2014 Carryover Shares as required by the 2020 Plan, which is at least equal to the par value of the Common Stock.

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that upon the issuance of the 2014 Carryover Shares in accordance with the terms of the 2020 Plan, the 2014 Carryover Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment and to all references to us in the Post-Effective Amendment. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion after the date hereof to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.

Very truly yours,

/s/ Haynes and Boone, LLP

HAYNES AND BOONE, LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

VAALCO Energy, Inc.

Houston, Texas

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-197180 and 333-218824) of VAALCO Energy, Inc. (the “Company”) of our reports dated March 9, 2020, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

/s/ BDO USA, LLP

Houston, Texas

June 25, 2020

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the inclusion in or incorporation by reference to the Registration Statements on Form S-8 (Nos. 333-197180 and 333-218824) (including any amendments or supplements thereto, related appendices, and financial statements) (the “Registration Statements”) of VAALCO Energy, Inc. (the “Company”) of our report dated February 6, 2020 with respect to the estimates of revenues from the Company’s oil and gas reserves as of December 31, 2019, 2018, and 2017. We also hereby consent to all references to our firm or such reports included in or incorporated by reference into the Registration Statements.

NETHERLAND, SEWELL & ASSOCIATES, INC.
	/s/ Danny D. Simmons
By:
	Danny D. Simmons, P.E.
	President and Chief Operating Officer

Houston, Texas

June 25, 2020

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