Aminex has announced that it has reached an agreement with Bowleven plc for part disposal and farm out of its Tanzanian assets. Terms of the Bowleven Agreement include the disposal by Aminex of a 25% interest in the Kiliwani North Development Licence (KNDL) and farming into the Ruvuma PSA, including the Ntorya appraisal programme, for a 50% gross interest.
Under an inter-conditional agreement with its existing joint venture partner Solo Oil plc, the farm out terms for the Ruvuma PSA will be shared proportionately by Aminex and Solo.
KEY TRANSACTIONAL POINTS – GROSS OFFER TERMS:
- Cash consideration of $8.5 million
- Shares in Bowleven to the value of $5 million with a 9 month lock-up period
- Net carry of $10 million on all Ruvuma PSA activity, enabling a multi well programme
- A cash bonus of $0.5 million on the completion of drilling of the Ntorya-2 well
- A bonus of $4 million, to be settled in cash or shares at Bowleven’s option, payable on achieving commercial production from the Ruvuma PSA for a minimum of 30 days.
“Today’s disposal and farm out is a landmark transaction for the Company and I am delighted to welcome Bowleven as a joint venture partner. Bowleven has built an enviable position in Cameroon and has a strong technical team who share the same ideology as us and we feel will strengthen the prospects of development,” says Aminex Chief Executive Jay Bhattacherjee.
Aminex adds the transaction will strengthen its balance sheet with outstanding debt substantially reduced as well as accelerate operations in Ruvuma PSA.
Aminex will remain the operator of all its assets in Tanzania Under the Solo Agreement, Solo will receive a 25% share of the net carry of $10 million and will be entitled to 25% of the contingent bonuses.
The net effective value to Aminex of the transaction will be $24.375 million although the combined transaction is conditional upon, amongst other things, the execution of formal agreements with Bowleven and Solo, and Aminex shareholder approval.
The Bowleven Agreement will have an effective date of 1 January 2016.
“The deal affords Bowleven the opportunity to participate in highly attractive production and material appraisal/exploration assets without compromising its robust balance sheet and strong capital discipline. In particular, the onshore Ruvuma acreage mirrors the near-term in-situ gas-to-power development possibilities being progressed at Bomono, whilst the extensive, material prospective resources open up the opportunity for substantial future gas sales via the existing proximal processing infrastructure and pipeline,” says Bowleven CEO Kevin Hart.
Both the sale of an interest in the KNDL and the farm-out transaction for interests in the Ruvuma PSA are subject to approval from the Tanzanian authorities and, where applicable, to partner pre-emption rights which must be exercised within 30 days, in absence of which they will lapse.
“Following the completion of the combined transactions and with cash expected to be generated from KNDL soon, the Board considers the Company to be well placed to identify other production and development opportunities in line with the Company’s longer-term strategy,”Aminex added.
On completion of the transactions, Aminex will retain an operated 30.575% interest in KNDL and an operated 37.5% interest in the Ruvuma PSA with Solo retaining its option to purchase a further 6.5% stake in KNDL (before TPDC back-in).
In addition, the holding in Bowleven shares will give Aminex shareholders an exposure to Bowleven’s drilling and development programme for 2016 in Cameroon.