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On 31.08.2021, I posted here that a company named Karra Oil Noble Hill Ltd [co no 015555V] had been incorporated on 11.12.2017 in the Isle of Man jurisdiction, where it was listed as 'Struck Off' and dissolved on 03.08.2021. I also added details of K.O.N.H. (UK) Ltd [co no 13213236] registered at Companies House UK to emphasise that two companies shared the initials KONH, with the obvious implication that this might not be a coincidence. I also disclosed that I was not a shareholder in ADME so had no incentive to enlarge on the suspicions this raised.
Since no one else appears to have followed this line of enquiry the following information may assist in prompting investigation by anyone who wishes to follow this further.
Regarding Karra Oil Noble Hill Ltd. Ask yourself why in Dec 2017 a private company with the name “Noble Hill” was incorporated in the Isle of Man jurisdiction [a tax haven noted for corporate secrecy] and the name “Karra” was added as a prefix. The 13 filings during its 3 plus years of existence reveal 'intended and actual resignation of Registered Agent', 'intended and actual Striking Off', 'Suspension' and little else.
Possible clue: Mr Perayya Sastry Karra was appointed as a director of K.O.N.H (UK) Ltd on April 13, 2021 the same day that ADM Energy was filed at Companies House as a “Relevant Legal Entity” with “Significant Control” of K.O.N.H. (UK) Ltd; . That is the day that ADME acquired 51% of K.O.N.H. (UK) Ltd presumably in the belief it was thereby acquiring as stated in its RNS of 23.03.2021,“a 70% indirect interest in the rights, benefits and obligations under the RSA relating to the Barracuda area of OML-141.”
This is only the beginning of a trail which winds through a complex web of individual and company interests which I do not intend to enlarge on further. In providing this information I also emphasise that I do not intentionally impugn the integrity of any entity named, either directly or by inference.
AGEOS.
The following statement relating to Nigeria OML-141 NW was added to the NHNL website yesterday, 02.12.2021.
Noble Hill-Network Ltd
Further information on disclaimer 02.12.2021
On 23 November 2021, Noble Hill-Network Ltd (NHNL) through their outside Legal Council notified the AIM Regulatory Authorities that the NHNL Board of Directors on 5 August 2021 unanimously REJECTED the PROPOSED transaction with K.O.N.H. (UK) for a participation interest in NW OML 141 RSC through the purchase of NHNL Shares. NHNL notified the AIM Regulators and sent a copy of the 17 August and 27 August Cease and Desist Orders demanding that they stop all statements and Claims of Ownership of NHNL and thereby any interest in the NW OML 141 RSC which is held solely by NHNL.
On 29 November 2021 in ADME RSN 90471, it states that K.O.N.H. (UK) “has a 70% controlling interest in a risk sharing agreement in the Barracuda field in OML 141”. Noble Hill Network Ltd (NHNL) through their outside Legal Council notified the AIM Regulatory Authorities on 1 December 2021 that the ADME statement was false and NHNL supplied documentation from the independent Company Secretary stipulating the actual Share Ownership of NHNL as Registered with the Nigerian Corporate Affairs Commission and as documented by Share Certificates and recorded by the Company Secretary. This documentation confirmed that NHNL is owned SOLELY by two Nigerian Owned Companies and K.O.N.H. (UK) has NO Shareholding and/or ownership in NHNL.
The continuation of this notice, with supporting documentation can be examined on the NHNL website at www.noblehillnetwork.com
This simply confirms much of what I have posted both here and on the ZEN share-chat board during the past two months and should convince the 'ADME eternal optimists' that Barracuda 'ownership' was and remains a delusion. Your BOD have some questions to answer.
AGEOS.
As AC is, I believe, currently or shortly to be in the Congo, to progress the Tilapia deal, it is worthwhile noting that the Interim Report & Financial Statement released yesterday, confirms on page 33 with regard to the US$5.7m “receivables from SNPC” that:
“it is expected that the signature bonus of US$2m that will become payable should the group be successful in its tender for the new license will be offset from the receivable which would further demonstrate the recoverability of the amount.”
Although a reiteration of a previously stated position this is an important reminder both of the probability for recovery of the full amount and the anticipated payment procedure for the initial capital demand relating to the Tilapia license.
As the market appears to be reserving judgement on the 'gift-worthiness' of the Nigerian Option maybe AC will enhance the seasonal cheer and market capitalisation with a second 'gift', this time from Congo Brazzaville.
AGEOS.
Whilst waiting for the next RNS from ZEN, I'm tempted to speculate on what might be an additional target in Tunisia, namely the Mazrane Field which has a common border with Robbana and produces from the same reservoirs. It had been producing at 140-160 bopd from two wells, MZR-1 drilled in 2007 and MZR-2 in 2015 but on Oct 15 fell to 18 bopd and has remained below 50 bopd since then.
The Field permit is held by ETAP the state oil company but the concession is regulated by a PSC [Production Sharing Contract] with an independent operator, HBS Oil Co, a private Tunisian company which appears to be a subsidiary of HBS International Egypt Ltd , based in Cairo and with interests mainly in Egypt and Libya. The contract between ETAP and HBS included the drilling of two more production wells and a production target probably approaching 1000 bopd but none of the developmental schedule has been implemented.
Since I suspect this is due to HBS failing to come up with its share of the finance, I expect ETAP would be more than pleased for ZEN to take over.
The two producing wells which are activated by sucker rod pumps probably require the same workover as ROB-1 and since production is already trucked to Zarzis, can presumably be incorporated into the 'Zarzis blend'. The drilling of two more production wells could also be a timely addition to plans for Robbana and Ezzaouia.
With the recent slump in production, HBS might see this as time to offload the Field.
AGEOS.
buko, could you please provide the reference for your Mon 22.42 post so that I can assess the reliability and integrity of the source.
The last sentence reiterates the claim by ADM Energy to a controlling interest in an RSA {Risk Sharing Agreement] for the Barracuda Field, an RSA no longer considered valid by NHNL the 100% RSC {Risk Service Contract] holder, due to failure by ADME/KONH to provide funding by the agreed date. If you read the terms of the RSA as reported by ADME in several RNS, it is clearly incompatible with the terms of the Option agreed between ZEN and NHNL and cannot be considered as complementary. Any future published reference to the RSA can therefore be considered as potentially suspect in intention.
AGEOS
Scroll down to see Eunisell EPF Barge 'Victory', the probable barge-mounted Early Production Facility mentioned in today's RNS and from which oil production would be transferred to an adjacent floating storage and offloading vessel.
www.eunisellproduction.com
AGEOS
AC was adamant from day one that he intended to build a mid-tier company and this is the first deal commensurate with that ambition. Tilapia [Congo Brazzaville] is significant but not comparable in production potential. The $20m cost of acquiring a 42% equity stake in NHNL and consequently in OML-141 NW may have surprised some but was clearly sign-posted by AC in his 10.11.2021 Investor Call. In answer to a question on future funding he stated “we are working hard with development banks in Africa...there are five or six with which we are negotiating for sums of up to $5m. With oil production creating cash flow we can service this.”
The wording of today's RNS implies that the 42m shares in NHNL will be acquired in 7 tranches, each of 6m shares, for each of 7 payments of $3m over a period of 270 days beginning, presumably on the day the option is signed [before Jan 15,2022] and when the first instalment of $3m will be due. Provisional bank-loan agreements have presumably already been negotiated in justification of AC's statement that “We are confident in our ability to finance the Option by using multiple sources of funding, specifically funding from pan-African financial institutions.”
The ADM Energy RNS also released today, and in response to ZEN's announcement, may appear to muddy the waters since it repeats this bizarre claim of “ownership of NHNL”. Ownership, as previously explained, implies legal title to more than 50% of the voting rights in a company, which should be self evidentially provable but for which ADM Energy provides not a shred of evidence, even to the extent of not declaring such an interest in its [or K.O.N.H UK Ltd] Companies House filings which would be a legal requirement if such ownership existed. It is simply beyond belief that ZEN would have entered into this Option Agreement without having first established with the relevant Nigerian authorities that NHNL is 100% owned by its shareholders as registered with those same authorities. My incomprehension of ADME's claims is compounded by the fact that the all-important second paragraph of their RNS today contains a legalistic non-sequitur rendering it nonsensical. No competent lawyer would have written this.
Although the ADM Energy/KONH claim will no doubt continue as a side issue, AC is clearly confident of its irrelevance so hopefully we can await the succession of announcements which will accompany the progression of this initiative to a successful conclusion. The drilling of B-5 during Q1 2022, followed by B-6, 7 & 8 will alone provide an eventful year and in the meantime it appears that the anticipated developments in Tunisia and Congo Brazzaville will also soon materialise.
AGEOS.
Frobertdude, try reading the RNS. ZEN are buying a 42% equity stake in 100% owned NHNL, and consequently in the RSC {Risk Service Contract] for OML-141 NW, for US$20m.. ADME hold zero equity in NHNL.
Just for politeness thought you should know that NHNL & ZEN have signed an Option Agreement for OML-141 NW. See ZEN RNS released this morning.
Was just about to post the same link Florida, as it appears that some of the 'incendiary' information I alluded to regarding ADM Energy, has found its way to Tom Winnifrith.
Will maybe help clear the decks for AC to conclude a deal.
Florida, your concerns, as genuine and justifiable as they might appear, are only part of a much more complex situation. I hesitate to enlarge on this too much as it would require a whole series of substantial posts including some potentially incendiary information [not relating to ZEN I stress], and as you say an RNS from ZEN in a few days time may well resolve the issue anyway.
However, to address your specific concern. Although it appears that a deal was struck between KONH and NHNL in April 2021, there is no evidence that a contract was signed. It is referred to by NHNL as a “proposed Agreement dated April 28” and as subsequently declined “due to lack of funding and misrepresentations”. Such an Agreement could have been non-binding but in this case, the NHNL response suggests it might have been binding but subject to contractual provisions such as the contribution of funds from ADME, which it presumably failed to provide in a specified time. It is noteworthy that ADME appears to have assumed successful closure of this Agreement a month in advance, as on March 23rd it issued an RNS to raise $1.3m to acquire 51% of KONH which it states “holds, through its subsidiary Noble Hill-Network Ltd (NHNL), a 70% indirect interest in the rights, benefits and obligations under the RSA relating to the Barracuda area of OML-141.”
That March 23rd statement raises ,what to my mind is one of the most bizarre aspects of this whole scenario, that is the claim that NHNL is a subsidiary of KONH, a claim repeated by ADME in this most recent RNS. Not only is this unsupported by any legally required disclosure on K.O.N.H (UK) Ltd, Companies House filings, but also makes nonsense of ADME's claim of failure by NHNL to honour an Agreement with KONH. For NHNL to be a subsidiary, KONH would have to hold more than 50% of its voting rights and that alone would enable it to enforce the Agreement, leaving aside what I understand would be a company relationship contrary to Nigerian law!!
Having established this and a lot more relating to ADME more than two months ago I was sceptical at the time of a successful outcome to ZEN's DD and indicated so in several posts. With the 90 day DD period almost complete and what seems to be positive vibes from AC, I assume that the DD enquiries have not revealed anything which would terminate ZEN's negotiations for an equity interest and so am now more hopeful of a positive outcome. Without any legally enforceable claim of interest, ADME and KONH would be an irrelevance.
AGEOS.
Fakevenues
Thanks for alerting me to the ADME 23rd Nov RNS which I've just read, having been preoccupied with other matters.
ADM Energy, it appears, still believe as stated, that Noble Hill-Network Ltd (NHNL) is a subsidiary of K.O.N.H.UK Ltd in which they [ADME] have acquired a 51% equity interest and consequently holds an indirect 70% controlling interest in an RSA relating to the Barracuda field.
They also acknowledge that NHNL dispute this claim and have notified KONH accordingly.
Since ZEN will have concluded their DD shortly and their stated interest is in acquiring an equity stake in NHNL, this objective is clearly incompatible with any validity to ADME's claims. AC will require legal certainty that ADM Energy and/or KONH have no such interests in NHNL. We will no doubt be updated by AC soon enough.
In the meantime, although it is tempting to add to my previous posts on the subject as I have access to information not revealed either here or on the ADME chat board, I think it legally wise to await developments via RNS. I'm reasonably confident that ADME's claims will prove to be ill-founded [I choose that word carefully and with legal imlication] and that a successful outcome for ZEN remains probable.
AGEOS
To avoid confusion, ECUMED [Ecumed Petroleum Tunisia Ltd] is the 100% ZEN-owned , Barbados registered company through with ZEN holds its 100% interests in the El Bibane and Robbana concessions. The Tunisian state oil company is ETAP.
As posted before, oil from El Bibane, Robbana and Ezzaouia is co-mingled and stored at the 200,000 barrel MARETAP [50/50 joint ETAP/EPZ (EPZ is ZEN owned) operating company] storage facility at Zarzis on the coast and sold, I understand as the Zarzis blend. The frequency of 'liftings' ie sales is variable.
Oil from the SLK field is processed via a Gas Separation Plant and transferred via a 125km, 22,000 bopd capacity pipeline to the La Skhira coastal terminal from where it is shipped as a different blend to that of Zarzis. Again, the frequency of liftings is variable.
Most oil sale contracts are subject to a % allocation for “the domestic market”, beneficial ownership of which effectively passes to the state.
AGEOS
MG You are of course correct in citing the NHNL website as confirming the continued involvement of Emerald Resources as Operator.
I was relying on extensive notes made back in September which includes the following from
www.africaoilgasreport.com [search OML 141 Nigeria] dated April 10th 2019.
“The Nigerian government has approved the request to revoke the licences of six Oil Mining Leases (OML's) …..
Revocation is the ultimate penalty for defaulting on royalty payments.....
The acreages affected include.......OML-141, held by Emerald Resources whose principal, Emmanuel Egbogah, passed on recently [18.06.2018]”
The Emerald Energy Resources Ltd website [ www.emeraldngr.com ] cites under “OML-141 Joint Interest Ownership” the following which is at least 3 years out of date, as is the rest of the website which appears not to have been updated since the principal, Egbogah died:
Emerald Energy Resources Ltd 53.9% [note the * Operator]
Amni Oil & Gas Ltd 44.1% [ Note that this company is listed on the Nigerian Corporate Registry as inactive ]
Bluewater O & G Inv 2% [Note that Bluewater transferred its 2% to Supernova Energy B V]
Also note that Emerald Energy Resources Ltd RC 312274 is currently shown as “Status Inactive” on the Nigerian Corporate Registry www.cac.gov.ng
The above suggests the possibility that Emerald Energy retains the “Operator” interest but lost the “licence”, and my guess is that the “sole risk beneficial interest” lies with the latter ie with Noble Hill, and it's that which counts where ZEN is concerned.
AGEOS
MG, great summary of what is a highly complex scenario..
With regard to your query regarding Emerald Energy Resources Ltd, the company lost its licence in OML-141 [including the Risk Service Contract for OML-141 NW] in April 2019 as part of a revocation of seven block allocations by the Ministry of Petroleum Resources, subsequently ratified by the Government.
As far as I can ascertain, the RSC for OML-141 NW was acquired with 100% interest by NHNL [Noble Hill-Network Ltd] whilst the remainder of OML-141 [the offshore & majority area] reverted to the Government, with one possible exception, a 2% “working interest” apparently still held by Supernova Energy B V. Three other companies also had a stake but I'll spare you the details.
This suggests that 100% beneficial interest [less royalties & taxes] in OML-141 NW is held by NHNL, so ZEN is negotiating to acquire a portion of that interest, probably equivalent to an equity stake in the company, which I believe is limited to 49% max by state law.
AGEOS
In view of these developments relating to Noble-Hill, some of the comments made by AC in the Nov 10th Investor Call assume an added significance. Thanks to MG's splendid effort in documenting the 'call' the following is of special note:
AC is reassured of the competence of Noble-Hill as RSC operator [I posted that the MD, Tom Cavanagh, is a former Exxon geologist] and appears confident of being able to raise the funds necessary for initial field development. Local banking is mentioned as a possible source for loan finance of c$5m. He states “OML-141 is an incredibly attractive field [certainly appears so from geo-tech data I've seen] and we believe that if we sign it we will be able to develop it soon after.” so appears to be on a potential fast-track. We can expect an RNS in December.
So, appears we may have another contender for the “company maker” some were debating a short time ago.
AGEOS
Fakevenues; that is indeed a significant development.
The Noble-Hill Network website, to which you provide a link, is a new and comprehensive upgrade to the one which I accessed in Sept-Oct, which in itself is an indication of imminent developments at the company.
Also, as you highlight, the 'Disclaimer Notice' puts an end to the RSA [Risk Sharing Agreement] in which ADM Energy continues [as recently as Nov 15th in RNS] to claim to have a controlling interest.
That leaves ZEN's stated interest in a possible equity share in Noble-Hill as the sole contender for a shared interest in the OML-141 NW RSC [Risk Service Contract] with Noble-Hill.
My previous lengthy posts of 07 & 14.09.2021 provide additional information.
AGEOS
Florida, thanks for the Aug 31st RNS reminder. I had forgotten the reference to a 'drill-ready' well location and completed civil-works which provides some reassurance regarding the ground conditions at one locality at least.
However, having been prompted to look at the satellite imagery of the area west of the Brass River which is where the 'Fields' are located, it appears that the few locations which could possibly be described as 'civil-works' are all adjacent to river tributaries and have purpose-built moorings alongside. None have any visible land access. The prospect for use of the ZEN rig therefore appears to be negligible. The RNS reference to the nearby Shell OML-33 prospect reinforces the point as access to that is described in a recent Wood Mackenzie report as limited to helicopter and boat, and consequently remaining undeveloped.
As you rightly note, only three weeks remaining of the DD period.