* Statoil ASA to sell 40 pct stake to PTTEP
* Kai Kos Dehseh oil sands project in Alberta
* Statoil exec does not see Ottawa blocking deal
* Biggest ever offshore deal by Thai company
* PTTEP shares down 1.6 pct in Thai market down 1 pct
(Adds executive comment, details, background)
By Jeffrey Jones and Khettiya Jittapong
CALGARY/BANGKOK, Nov 22 (Reuters) - Thailand's PTT Exploration and Production will pay $2.28 billion (C$2.32 billion) for a 40 percent stake in Statoil ASA's Canadian oil sands project, the latest in a series of major Asian investments in the huge energy resource.
Under the deal Statoil will remain majority owner and keep operating the early-stage Kai Kos Dehseh project in northern Alberta, which it acquired in 2007.
The investment by PTTEP, the exploration and production unit of PTT Pcl , is Thailand's first entry into Canada's oil sands, the largest crude source outside the Middle East. The resource has been the target of billions of dollars of investments by Asian state oil companies in recent years they seek to fuel their booming economies.
"We view them as a new player with a fresh set of ideas," Statoil Canada President Lars Christian Bacher said in an interview. "Technology development has always been part of Statoil's DNA and both companies are on the same page when it comes to driving technology development."
The industry is searching for ways to better production techniques and lower costs as well as improve environmental performance of the high-carbon energy source.
PTTEP ranks among Asia's top 10 explorers and competes with big Chinese oil firms such as CNOOC and Sinopec .
Companies from China and Korea have invested billions of dollars in recent years to take equity positions in mining as well as thermal oil sands projects.
The largest deal was last April, when Sinopec Group paid $4.65 billion for ConocoPhillips's stake in the Syncrude Canada oil sands mining joint venture.
Unlike that development, Statoil uses steam-assisted gravity drainage, where companies pump steam into the ground loo loosen up the tar-like crude so it can be pumped to the surface in wells.
As part of a global expansion drive, PTTEP has been aggressive in buying assets at home and abroad to increase reserves and capacity to meet rising domestic demand.
The deal, funded by cash on hand and loans or bond offerings, will be the largest ever offshore deal by a Thai company, surpassing the $1.9 billion purchase of Australia's Centennial Coal by Bantu earlier this year, according to Thomson Reuters data.
Shares in PTTEP fell 1.6 percent in a Thai market down 1 percent.
The deal's effective date is Jan. 1, 2011. It is subject to Canadian regulatory approvals, and expected to close in the first quarter.
The announcement comes just days after Australian mining giant BHP Billiton terminated its $39 billion hostile bid for Potash Corp , the world's largest potash producer, after the Canadian government blocked the takeover.
However, Bacher said he did not expect Ottawa to block the oil sands deal, especially since it represents a partnership as opposed to a corporate takeover.
"We are aware of the Canadian process and what it will take to get the approval for having this kind of deal," he said. (Additional reporting by Jonathan Spicer in NEW YORK and Joseph Chaney in HONG KONG; Editing by Gary Hill and Lincoln Feast)