- The assets will be assigned to Apus Energia Guiné Bissau SA, owned by Apus Energy DMCC, a Dubai-based joint venture majority owned by Petromal LLC.
- In 2023, it was confirmed that the remaining 21.43% previously held by FAR Limited had been transferred to PetroNor.
PetroNor E&P has entered into a binding agreement to give out 100% of its participating interest in its two exploration licences offshore Guinea-Bissau to an SPV owned by Apus Energy DMCC, a subsidiary of Petromal. According to the agreement, which has an effective date of 1 January, PetroNor will receive a payment of up to US$85mn divided into a contribution towards past licence costs of at least US$25mn after the transaction and a further entitlement to two contingent earnout payments of US$30mn each, subject to government approval of a field development plan and achievement of continuous production respectively.
“Today’s agreement marks an important milestone for PetroNor and for Guinea-Bissau as completion of the transaction will add significantly to PetroNor’s balance sheet and lead to the drilling of an exploration well during the first half of 2024,” said interim CEO Jens Pace. The agreement involves the licences of Sinapa (Block 2) and Esperança (Blocks 4A and 5A). The assets will be assigned to Apus Energia Guiné Bissau SA, owned by Apus Energy DMCC, a Dubai-based joint venture majority owned by Petromal LLC.
Petromal LLC is the largest PetroNor shareholder, owning nearly 34% of the shares. Since the transaction involves a related party, the non-conflicted directors on the board have received an independent assessment from KWC AS of the fairness of the negotiated terms, which concludes that the transaction is fair.
“We are happy to have worked with our largest shareholder to conclude this transaction that will create value for all shareholders by strengthening our balance sheet to put us one step closer to paying dividends’ added Pace. PetroNor E&P AB, which holds the Sinapa and Esperança licences, was purchased from Svenska Petroleum Exploration AB in 2021 when PetroNor assumed operatorship and interest of 78.57%. In 2023, it was confirmed that the remaining 21.43% previously held by FAR Limited had been transferred to PetroNor.
A representative of Petroguin, the national oil company of Guinea-Bissau, witnessed the signature of the agreement. The transaction is expected to be completed in the second half of 2023, pending final government approval of a licence extension, the assignment of interests and operatorship, and the satisfaction of certain other closing conditions customary for a transaction of this kind.
By $3-19 of the Public Limited Liability Companies Act, the non-conflicted board directors have prepared and signed an Announcement of the Material Agreement concluded between PetroNor E&P ASA’s subsidiary PetroNor E&P AB and Apus Energy DMCC.