Oil and gas company PetroNor E&P has agreed to sell 100% of its interest in two exploration licences offshore Guinea-Bissau to an SPV owned by Apus Energy DMCC, a subsidiary of Petromal.
Under the agreement, which comes into effect on 1 January 2023, PetroNor will receive a payment of up to reach USD 85 million divided into a contribution to past licence costs of at least USD25 million on completion of the transaction, and a further right to two conditional earn-outs of USD30 million each, subject to government approval of a field development plan and the achievement of sustained production respectively.
« L’accord d’aujourd’hui marque une étape importante pour PetroNor et pour la Guinée-Bissau, car l’achèvement de la transaction ajoutera de manière significative au PetroNor's balance sheet and will lead to the drilling of an exploration well in the first half of 2024″, said PetroNor E&P acting CEO Jens Pace.
The agreement involves Sinapa licences (Block 2) and Esperança (Blocks 4A and 5A). The assets will be sold to Apus Energia Guiné Bissau SA, which is owned by Apus Energy DMCC, a Dubai-based joint venture majority-owned by Petromal LLC.
Petromal LLC is PetroNor's largest shareholderwith almost 34% of the shares. As the transaction involves a related party, the non-conflicted directors on the board have received an independent assessment from KWC AS on the fairness of the negotiated terms, which concludes that the transaction is fair, PetroNor said.
« Nous sommes heureux d’avoir travaillé avec notre principal actionnaire pour conclure cette transaction qui créera de la valeur pour tous les actionnaires en renforçant notre bilan pour nous rapprocher un peu plus de notre chemin vers le versement de dividendes », a ajouté Pace.
PetroNor E&P, which holds the Sinapa and Esperança licences, was acquired from Svenska Petroleum Exploration in 2021, when PetroNor took over operations and a 78.57% interest in both licences. In 2023, it was confirmed that the remaining 21.43% previously held by FAR Limited had been transferred to PetroNor.
The combined licences cover an area of 4,963 square kilometres. PetroNor estimates that the two main prospects, Atum and Anchova, represent average unrisked prospective resources of 467 Mbbl.
The agreement was signed in the presence of a representative of Petroguin, Guinea-Bissau's national oil company. The transaction is expected to close in the second half of 2023, pending final government approval of a licence extension, divestment of interests and operator, and satisfaction of certain other closing conditions customary for a transaction of this type, PetroNor said.