Member Info for mrc_mrc_mrc_mrd

I wouldn’t get too excited about greenan. EAG is not going anywhere without funding, and SCIR don’t look like they can provide it anytime soon.

Perhaps the EAG guys will buy SCIRs 50%?

Could well happen herby if the Loan falls through.

In any case 0.1p beckons with the dilution coming down the line from Prolific. One does wonder if this was all planned. I won’t say any more because we know the BOD stalk this board banning posts that go against their narrative

I’m not invested currently Huddersfield and don’t intend to in the near term.

It is a strong business with limited downside risk. Upside I am not as confident. Not really the fault of TC, more the investor appetite for this type of company (from an M&A point of view as well as retail / institutional).

My only oil share is Enquest- making a lot of cash at scale and rapidly deleveraging - and like here going nowhere in terms of share price growth. They will at least be in a position to pay a dividend soon which will make the SP look ridiculously cheap.

Aimster - there is no 15% mentioned in the petroleum regs:

“ The national oil company shall have the right of first refusal to acquire the participating interest that a member of contractor part intends to assign to a non-affiliate.”

Perhaps you are getting confused with some sort of back in rights associated with the licence? Not relevant in this case.

TPDC can take the lot by the looks of it.

In any case, the deal is done. Shareholders had their chance to stop it and failed. Nothing good (from SCIRs point of view) can stop it now IMHO.

Cash is only any good to provide security or once it is spent on profitable assets. If they can’t spend it then it should be returned to shareholders. The spending power of that cash is reducing every day.

For example Standard Chartered Bank v. The United Republic of Tanzania, ICSID Case No. ARB/10/12 took around 5 years to resolve.

The legal system favours the rich and powerful in my opinion.

Even a judgement in SCIRs favour would need to be enforced.

AA - all I am saying is good luck pursuing it in the courts of Tanzania. Perhaps there is a U.K.-TZ bilateral treaty that could be enforced in the international courts but it would Be expensive and take years to resolve if the gov don’t want to pay.

Just look at the recent “tax” settlement. As far as I understand it the Gov owed SCIR money but didn’t fancy paying it all. SCIR ended up getting a fraction of what was owed.

MT - due to the low upfront cash element there is every chance that TPDC pay it then just ignore the milestone payments. Not much SCIR can do about that. Obviously if TPDC take it then they agree to the WEN terms, but I would not trust them to actually meet their legal obligations.

Much easier to go after WEN if they did the same thing than the Government! (Who can make laws to suit themselves!)

The national oil company shall have the right of first refusal to acquire the participating interest that a member of contractor part intends to assign to a non-affiliate.

https://www.ewura.go.tz/wp-content/uploads/2015/03/PETROLEUM-ACT.pdf

Page 77

The terms are agreed AA. Shareholders have signed the APA.

The uncertainty is around the loan now IMHO. Let’s hope Gneiss wrote the APA properly…

SCIR could end up defaulting before all of this plays out of course, then we won’t even get the $3m!!

The Asset Purchase Agreement in respect of the Proposed Transaction was entered into between Scirocco and Wentworth on 13 June 2022.

Completion of the Asset Purchase Agreement is conditional upon, inter alia, the following conditions precedent (the "Conditions Precedent"):

• written waivers from each of:

o each party to the Ruvuma JOA (other than the Company) of their pre-emption rights in relation to the sale of the Ruvuma Asset; and

o TPDC of their rights of first refusal in relation to the Ruvuma Asset pursuant to Section 86(5) of the Petroleum Act 2015,

(or such pre-emption rights or rights of first refusal in respect of the Proposed Transaction having lapsed or timed-out);

• the Resolution being passed by the requisite majority of Shareholders at the General Meeting;

• written confirmation from the Fair Competition Commission in Tanzania that it has granted an exemption for the Proposed Transaction, or has otherwise determined that the Proposed Transaction is not prohibited under the Fair Competition Act, 2003 (Act No. 8 of 2003) of Tanzania; and

• written confirmation from or on behalf of the Minister for Energy in Tanzania that they have approved the Proposed Transaction for the purposes of Section 86(1) of the Petroleum Act 2015.

It’s done, unless WEN pull the deal and pay out the quarter of a million to SCIR. Not sure why they would do that when they can just let TPDC take it and not pay the penalty.

Aimster the deal is done. The chance to stop it was the GM vote.

No that’s not how it works. An offer is made at market price. The other partners can match it or not. It was up to any bidder to make their best offer in the knowledge that the partners (and as it turns out TPDC) would have first refusal.

If WEN really wanted this they would have made a larger offer with bigger cash element.

We are now looking at handing 25% over to the government for $3m. Chances of receiving the milestone payments is around about zero. Enough in the first payment to get Gneiss paid.

Good god Chilting. So glad we have your detached view on things.

Aimster - this is set in stone now. No other deals can be made. TPDC will get 25% on WEN terms.

Ariel Arrow - of course they were aware. It’s a condition of the deal stated quite clearly. Why would Ara offer anything when they can just wait for a fire sale bid or even better relinquishment, then match it.

Lol, if TPDC get it then I don’t fancy our chances of ever receiving the full consideration for it!!

Someone had advance knowledge of this development me thinks!

If the BOD had held their ground then WEN might have gone hostile and we could have had a bidding war. As it is they just accepted the only offer on the table from WEN (clearly just chancing their luck). It hasn’t paid off for WEN but I suppose it was a reasonable gamble that others would not take up their rights.

Lol, well obviously!!

WEN are pretty daft if they thought they would get this for what they offered.