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If Align miraculously comes us with £1m at current share price do you think that AAOG will be able to refuse this offer as comparing to ZEN? What would be their justification in refusing it as the Align offer might value the company more. This might even push ZEN to improve their offer we just don't know. If Align proposes new management I hope they will invest and put their skin in the game unlike Sefton and Berwick
Agree with you Tiburn. Still lots of risk and unkowns and this plan would still assume that many things that Sefton/Berwick were telling us were true.
Have you spotted now hastily deleted tweet from that scumbag Assad coward supporting Tom BSFirth that attacked Align and implied secret emails to Aaog board!
look at this
'The Company continues to negotiate with ATOG in relation to the reimbursement of further sums incurred by AAOG in the pursuit of the Tunisian acquisition earlier in 2019.'
I mean can they ever issue something clear?! 'reimbursement of further sums' what sums? how much exactly you are trying to reimburse? just be clear. its like they are negotiating through rns and trying to hide
one thing is for sure, its gonna be a fun day tomorrow. which for us lth could be finally a good day after last few weeks...here is hoping
AlignResearch "Ref Anglo African O&G #AAOG & the joke offer from Zenith. Sarah Cope should hang her head in shame in entertaining this. Open letter to come in days ahead to AAOG shareholders with a pathway from us that involves transparency, commercial reality and a forenprecisely what has gone on under Sefton and Berwick's watch. Watched one too many of these horror shows end in tears for Ord shareholders. Gloves are off on this one.
Well the question is how you/market will value the AAOG or what is left of it now. Obviously bad smash and grab deal from guys who might not have any $ themselves but still better than going under which many of us LTH got worried about. Difficult to assign a value to AAOG now as we will get 500k now and 500k in shares (so 0.25p/sh) and then up to $5.5 M for developing cost and up to $2M for license and 20 % of SNPC owed money ($1M) and 11% of potential future success.
The speed of this deal is also telling, just few days ago they said they are talking to few interested parties and now this!?
The SPA contains commercial warranties being given by AAOG which are commensurate for a transaction in the nature and size of the Acquisition. Zenith is also making warranties concerning itself and its shares to AAOG which are commensurate for a transaction of this nature and size. AAOG will also be required to sign up to a tax covenant upon Completion, pursuant to which AAOG shall indemnify Zenith for certain pre-Completion tax liabilities which are not fully provided for in the accounts of AAOG Congo.
The Company has also agreed to standard provisions which govern the day-to-day and usual operations of AAOG Congo in the period from signing to Completion and the SPA contains a standard provision that allows Zenith to not complete if there is a material adverse change in the net asset value of AAOG Congo before Completion.
In addition, the Company and AAOG will sign up to a shareholders' agreement upon Completion which will govern their future relationship as shareholders of AAOG Congo.
The Acquisition is also subject to final regulatory approval from the TSX Venture Exchange.
Andrea Cattaneo, Chief Executive Officer, commented:
"We are delighted to have signed this exciting SPA to acquire AAOG Congo which represents our first African acquisition and our entry into the attractive jurisdiction of the Republic of the Congo.
The Acquisition enriches, as well as diversifies, our asset portfolio by adding significant reserves and prospective production potential. This is line with our company strategy of acquiring assets with significant untapped production potential.
The License has excellent production upside, specifically from the Mengo and Djeno horizons. This has been confirmed by wireline investigations performed following recent drilling activities, thereby materially de-risking the asset.
Upon assumption of operational control, we shall look to begin preparations for deepening activities in well TLP-103C, obtain full repayment of the funds owed by SNPC, as well as successfully complete negotiations for a new 25-year license."
The SPA contains commercial warranties being given by AAOG which are commensurate for a transaction in the nature and size of the Acquisition. Zenith is also making warranties concerning itself and its shares to AAOG which are commensurate for a transaction of this nature and size. AAOG will also be required to sign up to a tax covenant upon Completion, pursuant to which AAOG shall indemnify Zenith for certain pre-Completion tax liabilities which are not fully provided for in the accounts of AAOG Congo.
The Company has also agreed to standard provisions which govern the day-to-day and usual operations of AAOG Congo in the period from signing to Completion and the SPA contains a standard provision that allows Zenith to not complete if there is a material adverse change in the net asset value of AAOG Congo before Completion.
In addition, the Company and AAOG will sign up to a shareholders' agreement upon Completion which will govern their future relationship as shareholders of AAOG Congo.
The Acquisition is also subject to final regulatory approval from the TSX Venture Exchange.
Andrea Cattaneo, Chief Executive Officer, commented:
"We are delighted to have signed this exciting SPA to acquire AAOG Congo which represents our first African acquisition and our entry into the attractive jurisdiction of the Republic of the Congo.
The Acquisition enriches, as well as diversifies, our asset portfolio by adding significant reserves and prospective production potential. This is line with our company strategy of acquiring assets with significant untapped production potential.
The License has excellent production upside, specifically from the Mengo and Djeno horizons. This has been confirmed by wireline investigations performed following recent drilling activities, thereby materially de-risking the asset.
Upon assumption of operational control, we shall look to begin preparations for deepening activities in well TLP-103C, obtain full repayment of the funds owed by SNPC, as well as successfully complete negotiations for a new 25-year license."
The SPA contains commercial warranties being given by AAOG which are commensurate for a transaction in the nature and size of the Acquisition. Zenith is also making warranties concerning itself and its shares to AAOG which are commensurate for a transaction of this nature and size. AAOG will also be required to sign up to a tax covenant upon Completion, pursuant to which AAOG shall indemnify Zenith for certain pre-Completion tax liabilities which are not fully provided for in the accounts of AAOG Congo.
The Company has also agreed to standard provisions which govern the day-to-day and usual operations of AAOG Congo in the period from signing to Completion and the SPA contains a standard provision that allows Zenith to not complete if there is a material adverse change in the net asset value of AAOG Congo before Completion.
In addition, the Company and AAOG will sign up to a shareholders' agreement upon Completion which will govern their future relationship as shareholders of AAOG Congo.
The Acquisition is also subject to final regulatory approval from the TSX Venture Exchange.
Andrea Cattaneo, Chief Executive Officer, commented:
"We are delighted to have signed this exciting SPA to acquire AAOG Congo which represents our first African acquisition and our entry into the attractive jurisdiction of the Republic of the Congo.
The Acquisition enriches, as well as diversifies, our asset portfolio by adding significant reserves and prospective production potential. This is line with our company strategy of acquiring assets with significant untapped production potential.
The License has excellent production upside, specifically from the Mengo and Djeno horizons. This has been confirmed by wireline investigations performed following recent drilling activities, thereby materially de-risking the asset.
Upon assumption of operational control, we shall look to begin preparations for deepening activities in well TLP-103C, obtain full repayment of the funds owed by SNPC, as well as successfully complete negotiations for a new 25-year license."
securities laws, specifically the COGE Handbook and National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities.
- Zenith intends to begin preparations for drilling activities in well TLP-103C as soon as it assumes operational control of the License.
- The Company intends to complete negotiations with the Congolese Ministry of Hydrocarbons to obtain a new 25-year license for the Tilapia oilfield once the SPA is effective.
Pursuant to the terms of the SPA, Zenith has agreed to acquire 80% of the issued share capital of AAOG Congo for a consideration of GBP1 million, of which GBP500,000 is to be satisfied in cash to be paid in six equal monthly instalments with the first instalment due on completion and the last being six months later, and GBP500,000 to be satisfied by the issue of ordinary shares in the share capital of Zenith to be issued at the volume weighted average price of a Zenith common share for a period of 14 trading days prior to Completion ("Consideration Shares").
AAOG has agreed that it will not dispose of the Consideration Shares for a period of six months from completion and thereafter will dispose of the Consideration Shares in an orderly manner.
In addition, Zenith will fund AAOG's share of an up to US$5.5 million work programme to be agreed post-Completion, and the amount of any signature bonus required for the renewal of the License as agreed with the Congolese Ministry of Hydrocarbons, subject to a cap of US$2 million if the signature bonus is payable in a single instalment and otherwise at an amount to be agreed between the AAOG and Zenith if the signature bonus is payable in multiple instalments.
As at June 30, 2019, the unaudited balance of the intercompany debt owing to the Company by AAOG Congo was approximately GBP12.47 million at the GBP/USD exchange rate on that date. Under the terms agreed for the Acquisition, at completion AAOG will novate 80% of this debt to Zenith and will retain 20% on its balance sheet.
December 24, 2019 - TheNewswire - Calgary, AB - Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE:ZEN); (TSXV:ZEE);(OSE:ZENA-ME), the international oil & gas production company, is delighted to announce that it has signed a conditional share purchase agreement ("SPA") with AIM quoted Anglo African Oil & Gas plc ("AAOG") for the acquisition of an 80 percent interest in AAOG's fully owned subsidiary in the Republic of the Congo, Anglo African Oil & Gas Congo S.A.U ("AAOG Congo") ("Acquisition").
The SPA is conditional, inter alia, on the passing of an ordinary resolution of shareholders in AAOG in a General Meeting approving the Acquisition and certain regulatory requirements in the Republic of the Congo including consent of the Minister of Hydrocarbons ("Completion").
Acquisition Highlights
- Zenith will enrich, as well as diversify, its asset portfolio by completing its first African acquisition in the form of a highly prospective oil production and development asset. This is in line with the Company's strategy of identifying and acquiring assets with significant untapped production potential.
- Following Completion of the Acquisition, Zenith will own 80 percent of AAOG Congo which has a 56 percent majority interest in, and is operator of, the Tilapia oilfield in the Republic of the Congo (the "License"). The remaining 44 percent is held by the national oil company, Societe Nationale des Petroles du Congo ("SNPC").
- The License is located in the Lower Republic of the Congo Basin, West African Atlantic Margin, which extends from Gabon down to Angola, a prolific hydrocarbon region in which certain individual wells have recorded production rates of up to 5,000 barrels of oil per day. It is situated 1.8km offshore and entered into production in 2008. Having been drilled from onshore, there is no requirement for offshore drilling equipment. Oil storage and processing facilities are a 45-minute drive from Point Noire and 17km from the nearest refinery.
- Successful recent drilling undertaken during 2018 and 2019 has identified multiple potential productive reservoirs within the License across a number of formations including the regionally proven Mengo and Djeno reservoirs. This has confirmed the transformational potential productivity to be obtained from the License. Recent expert wireline log analysis commissioned by AAOG Congo after drilling activities in the Djeno formation has indicated that reservoir quality is "between good and excellent".
- AAOG Congo currently produces approximately 30 barrels of oil per day.
- SNPC owes AAOG Congo approximately US$5.3 million as a result of the work conducted to date on the License. Zenith has met with SNPC and expects to obtain the full repayment of the aforementioned amount. Upon completion of the Acquisition and repayment of the credit by SNPC, Zenith will retain 80 percent of the aforementioned amount.
- Zenith plans to commission a new Competent Person's Report in compli
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RNS noted ref Anglo African Oil & Gas #AAOG We can confirm that we are behind the attempt to put together an EGM to sweep out almost all the board & install Alexander MacDonald as CEO. Statement to come in days ahead.
Just voted NO to the 2 resolutions in respect to my 304,000 shares. We might not be able to stop it but I feel if we do GeoPark might come back with better offer but probably by only 5 -10% more.. I have seen this in few cases Faroe, Regal.
Best wishes to all
The H-S
is something going on?
Good point. that's why I said before that I think M&P might bid. their offer was rejected and only 19 p was accepted. i think they were waiting on the sidelines to see whatsbthe result. Surely when they bid 17p that was the starting point of negotiations. It is of course possible that their upper limit was around 19p but maybe not. the fact that they can easily get all these asstes and production for only say 21p which could still be mixture of shates and cash is an amazing opportunity for them. when i say 'them' I mean Indonesian owners who are desperate to cover Indonesia's oil deficit
you meant 100M, right?
this article is such a good overview of the deal BUT its a painful reading for any Amer shareholder. how it is great deal for Geo and a great price for them...arghhh
It actually confirms our anger at this terrible deal undervaluing Amer and its assets by 50% . basically on any value metric e.g. reserves, production, cash flow, development potential we got screwed. Because of this I expect more development here. Hope I am right!
jointhedots I am fully aware that what I am saying could be true - we just don't know.
My point is that there is nothing stopping M&P to come up with another cash + shares offer outside the FSP as they did the first time around. Remember at that time they also said they had support from key investors
so what? M&P took part in the process with their 17p bid and got beat by Geo. Nothing stops them to come back in with higher bid. Maybe Amer management told them of the proposed Geo bid and M&P refused to bid more but who knows...
will another bid come of course nobody knows but I think M&P must be in the mix as GeoPark offer was hardly a killer bid.
I expect M&P to come along with adjusted offer and beat Geo. They would only need to up their initial offer by around 25% to get to 21.1 p price which is 10% more than 19.2p.
That would allow these guys to get on board, from RNS Appendix "The irrevocable undertaking given by Canaccord Genuity Wealth Management shall also lapse if a third party announces a firm intention to make a competing offer for Amerisur on terms which represent an improvement of not less than 10 per cent."
I believe M&P could easily adjust their offer to something like 14.5p in cash and 6.5p in M&P shares. After all M&P must have expected that their original offer could have been rejected and must have Plan B offer as a counter. Small ball offer by Geo def didn't kill that Plan B (if they have one)