Investor Presentation • Mar 19, 2019
Investor Presentation
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This Presentation has been prepared by African Petroleum Corporation Limited (Company) and PetroNor E&P Ltd (PetroNor), solely for the purpose of providing information about the contemplated combination (the "Transaction") between the Company and PetroNor and its subsidiaries (PetroNor Group), which subject to closing of the Transaction is referred to as the "Combined Company".
This Presentation contains summary information about the Company and its subsidiaries (Company Group), the PetroNor Group and their respective activities. The information in this Presentation does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with the Company's other periodic and continuous disclosure announcements at the Company's ticker "APCL" on www.newsweb.no. In accordance with the Continuing Obligations of the Oslo Stock Exchange, the Company will make public an Information Memorandum which will contain detailed information on the Transaction and the Combined Company, and which will also contain relevant risk factors concerning the Combined Company's assets, business and operations and the market in which it operates.
This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Norwegian law, Australian law, Cyprus law or the law of any other applicable jurisdiction. This Presentation is not financial advice, a recommendation to acquire Company shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of Company shares.
This Presentation contains certain forward looking statements. The words "anticipated", "expected", "projections", "forecast", "estimates", "could", "may", "target", "consider" and "will" and other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. This difference may be due to various factors, including, among others: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; the outcome of negotiations, conclusions of economic evaluations and studies; changes in project parameters and returns as plans continue to be refined; future price of oil and gas; drilling risks; political instability; insurrection or war; arbitrary changes in law; delays in obtaining governmental approvals or financing or in the completion of development activities. The forward looking statements in this Presentation speak only as of the date of this Presentation and are subject to change without notice. To the full extent permitted by law, the Company Group and the PetroNor Group and their respective directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions. Nothing in this Presentation will under any circumstances create an implication that there has been no change in the affairs of Company Group or the PetroNor Group since the date of this Presentation.
An investment in the Company shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company Group. The Company does not guarantee the performance of the Company or any particular rate of return on the performance on the Company Group, nor does it guarantee the repayment of capital from the Company or any particular tax treatment.
This Presentation is not and should not be considered an offer or an invitation to acquire Company shares or any other financial instruments or products and does not and will not form any part of any contract for the acquisition of the Company shares. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Company shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
The information in this Presentation relating to hydrocarbon resource estimates for the Company Group includes information compiled by Dr Adam Law, Geoscience Director of ERC Equipoise Ltd. Dr Law, is a post-graduate in Geology, a Fellow of the Geological Society and a member of the Society of Petroleum Evaluation Engineers. He has 18 years relevant experience in the evaluation of oil and gas fields and exploration acreage, preparation of development plans and assessment of reserves and resources. Dr Law has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears.
The information in this Presentation relating to hydrocarbon resources for the PetroNor Group includes information compiled by AGR Petroleum Services AS ("AGR"). AGR has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears.
The Company Group and the PetroNor Group advisers have not authorised, permitted or caused the issue, lodgement, submission, despatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by the advisers. To the maximum extent permitted by law, the Company Group and the PetroNor Group, and their respective representatives, advisers and their respective officers, directors, employees, agents or controlling persons (collectively, the Representatives) expressly disclaim all liabilities in respect of, and make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Presentation or in any other documents furnished by the foregoing persons.
This Presentation speaks only as of the date hereof. The information in this Presentation remains subject to change without notice.
| Business combination with PetroNor E&P in an all share transaction |
• Combination with PetroNor E&P Ltd (Cyprus) ("PetroNor") in an all share transaction through issuance of 816m shares • Creates a material full-cycle E&P independent, to be renamed PetroNor E&P • Existing exploration upside largely protected for current shareholders |
|---|---|
| High margin production from Congo-Brazzaville assets |
• High margin and well diversified production currently of ~2,300 bbl/d net (OPEX ~USD 13/bbl1)) generating strong cash flow 2P oil reserves of 8.5 mmbbl2), with significant upside in discovered resources • • Assets operated by Perenco since January 2017, who has achieved significant cost reductions and production increases with limited investments |
| Improved position to extract value from APCL portfolio |
• Solid financial and operational platform significantly improves APCL's position in ongoing arbitration processes • Enables the opportunity to complete arbitration proceedings with additional upside for existing shareholders through issuance of performance warrants • High impact exploration with gross unrisked resources of ~4.9bn bbl (The Gambia and Senegal) |
| Positioned for long-term growth through renewed strategic focus |
• Extensive network across Africa, continuously evaluating various farm-in and acquisition opportunities • In negotiations for a producing offshore asset Nigeria with significant upside potential from contingent resources to be developed • Stable production and net cash position ensures several funding alternatives are open |
1) Estimate based on remaining field life. 2018 actual opex of ~USD 12/bbl
2) Independent competent person's report prepared by AGR as of 1.1.2018 with PNGF Sud adjusted for production during 2018
| Parameters | • Acquisition of 100% of the shares in PetroNor E&P Ltd, a private limited liability company incorporated on Cyprus • Indirect 10.5% ownership interest in PNGF Sud • Right under umbrella agreement to negotiate entry into a 14.7% indirect interest in PNGF Bis1) • In negotiation for a producing asset offshore Nigeria • Effective date: 1.1.2019, net debt at ~USD 3.5m |
|---|---|
| Consideration | • 100% share consideration2) • PetroNor's shareholders will own 84% of the company at closing > 444,237,596 shares, 45.7%, to NOR Energy AS > 371,961,246 shares, 38.3%, to Petromal – Sole Proprietorship LLC, a subsidiary of Abu Dhabi based conglomerate National Holding |
| Warrants4) | • Shareholders of APCL will receive 155.5m warrants (1 warrant per existing share) exercisable at no cost in event of reinstatement of the licenses in The Gambia or Senegal and a cost-carried farm-in agreement to these licenses being signed3) • NOR Energy AS and Petromal will receive 155.5m warrants which will vest upon (i) signed farm-in agreement for a gas asset in Nigeria, and (ii) a signed and legally binding gas offtake agreement relating to the gas from such asset • Both sets of warrants will expire 31 December 2019 |
| Corporate matters |
• The Board of APCL recommends the transaction, and members of the Board and executive management holding shares have agreed to vote in favour of the transaction in the company's general meeting • According to Australian law an independent expert opinion has been commissioned • 15,740,000 existing options will be replaced with 8,513,848 warrants under the same terms as described above for the warrants to APCL shareholders. |
1) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)
2) As the effective date of the transaction is 1 January 2019, the current shareholders will be entitled to the dividends declared for PetroNor for the financial year ended 2018
3) APCL in dispute on its licenses in The Gambia and Senegal
4) More details in appendix
Africa focused E&P company
Founded by Hemla & Petromal
Strong operational experience and partnerships
Extensive network in Africa ensuring strong deal pipeline
Full-cycle platform with significant upside
8.5 mmbbl of net 2P Reserves
7.6 mmbbl of net 2C Resources1)
~2,300 bbl/d of net oil production
According to AGR independent competent person's reports per 1.1.2018 adjusted for production 2018
1) Including 2C resources for PNGF Bis
2) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)
Production up 40% and significant cost improvements
Off-take agreement for oil with ENI S.p.a. in place effective from January 2019
| Start | Reserves & resources | Current Production5) |
Producing | |||
|---|---|---|---|---|---|---|
| Field | year | 2P | 2C | wells | STOOIP | |
| mmbbl | mmbbl | bbl/d | # | mmbbl | ||
| Tchibouela | 1987 | 47.91 | 12.00 | 12,500 | 33 | 783 |
| Tchendo | 1991 | 19.29 | 10.80 | 4,700 | 17 | 1,028 |
| Tchibeli | 2000 | 10.92 | 6.74 | 3,000 | 3 | 134 |
| Litanzi | 2006 | 3.25 | 2.64 | 1,400 | 1 | 70 |
| Total | 81.37 | 32.18 | 21,600 | 54 | 2,015 |
1) Hemla E&P Congo S.A, a subsidiary of PetroNor
2) PNGF Sud indirect interest of 10.5% to PetroNor and PNGF Bis 14.7% through ownership in Hemla E&P Congo
)
Currently in negotiations
Test production planned 2020 subsequent FID
| Project | Resources 2C |
STOIIP | ESTIMATED CAPEX |
|---|---|---|---|
| mmbbl | mmbbl | USDm | |
| Test well | 1.9 | ~37 | |
| Full field dev. | 27 | ~235 | |
| Total | 28.9 | 90 | ~272 |
3)The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)
4) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production
5) December 2018 production outlook from the operator
1) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018e production
2) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of
the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)
3) Management estimates based on current information available from operator
1) Independent competent person's reports from ERC Equipoise 12 March 2015
Production
• 20 years global exploration experience from his career at Chevron, and more recently at Addax/Sinopec International
• Variety of technical roles covering exploration and new ventures, and was part of Chevron's global Exploration Review Team, specialising in Play and Prospect risk assessment, volumetric analysis, commercial evaluation and portfolio management
Transaction signed 19 March 2019, completion subject to all conditions being fulfilled, i.a:
National Holding invests mainly in key growth sectors in the UAE and the MENA region, with a growing international portfolio of investments across different sectors
NOR Energy is a Norwegian upstream oil and gas E&P
The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)
1) Some of the shares held by Symero in HAH will over time be distributed to the minority shareholders in HEPCO
| Pre transaction | Post closing | |
|---|---|---|
| APCL | 1 155,466,446 |
155,466,446 |
| APCL warrants | 155,466,446 | |
| Existing options to be replaced | 15,740,000 | 8,513,848 |
| Existing options | 3,370,638 | 3,370,638 |
| APCL total | 174,577,084 | 322,817,378 2 |
| PetroNor | 816,198,842 3 |
|
| PetroNor warrants | 155,466,446 | |
| PetroNor warrants | 971,665,288 4 |
|
| Fully diluted # shares | 174,577,084 | 1,294,482,666 |
1) Licenses are in dispute and APCL is in arbitration with local governments regarding title 2) International Centre for Settlement of Investment Disputes
| Discovered/ started |
Main (1983/1987) Est (1985/1998) |
|---|---|
| Depth of water |
80m |
| Reservoir depth |
300-1,000m |
| 2P/2C reserves1) |
47.9 / 12.0 mmbbl |
| Oil quality | 27 ° API |
| Comments | Work performed in 2018 • Restart following Cenomanian well isolations. Change of ESP and controlled sequence restart. + 1,000 bbl/d2) Saturation log run and ESP upsizing. +150 bbl/d2) • Acid stimulation by bull-heading. +200 bbl/d2) • • Surface work upgrades – water injection pumps, boiler replacement and power upgrades Planned activities in 2019 • Geological and dynamics model update for further well development planning • Tchibouela East back up on production • Several ESP changeouts and/or upsizing • Several stimulation jobs, re-perforations and water shut-off optimization jobs (Cenomanian to Turonian conversions) |
| Field | Producing # wells |
Current Production bbl/d3) |
|||||
|---|---|---|---|---|---|---|---|
| Production | Tchibouela | Main | 33 | 12,500 | |||
| Tchibouela | East | - | Production ceased, planned resume in 2019 |
||||
| Field | Reservoir | Produced mmbbl |
Recovery factor |
||||
| Tchibouela | Turonian | 236 | 60.5 | 26% | |||
| Reservoir | Main | Cenomanian | 548 | 260.8 | 48% | ||
| Tchibouela | Turonian | 43 | 1.3 | 3.1% | |||
| East | Cenomanian | 76 | 12.5 | 16% |
1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Tchibouela expected to produce total amount of 4.5mmbbl in 2018
2) 100% participation interest basis
| Discovered/ started |
1979/1991 | 30 | |
|---|---|---|---|
| Depth of water |
95m | 25 20 |
|
| Reservoir depth |
450-750m | mboe/d 15 |
|
| 2P/2C reserves1) |
19.3 / 10.8 mmbbl | 10 5 |
|
| Oil quality | - | 0 | |
| Comments | Work performed in 2018 • Several ESP replacements. + 500 bbl/d2) • • exchanger, cold frac Planned activities in 2019 • development planning • Wellwork |
Several re-perforations and acid jobs. +400 bbl/d2) Surface work upgrades –pumps, compressor(s), amine renewal and power upgrades Geological and dynamics model update for further well includes water shut-off, proppant cleanout, conversion from Cenomanian to Turonian and ESP changeouts |
| Producing # wells |
Current Production bbl/d3) |
||||||
|---|---|---|---|---|---|---|---|
| Production | 17 | 4,700 | |||||
| Reservoir | STOOIP mmbbl1) |
Produced mmbbl |
Recovery factor |
||||
| Senonian | 621 | 11.7 | 1.9% | ||||
| Reservoir | Turonian | 138 | 41.6 | 30% | |||
| Cenomanian | 31 | 17 | 55% | ||||
1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Tchendo expected to produce total amount of 1.6mmbbl in 2018
2) 100% participation interest basis
| Discovered/ started |
1990/2006 | |
|---|---|---|
| Depth of water |
100m | |
| Reservoir depth |
1,600m | |
| 2P/2C reserves1) |
3.3 / 2.6 mmbbl | |
| Oil quality | 38 ° API |
|
| Comments | Reservoir Albian (R3) • Consisting of silts, carbonates & sands Previsions 2018 • Ramp- up after workover in January • End platform debottlenecking project in May • ESP replacement Planned activities in 2019 • development planning • No planned wellwork |
Geological and dynamics model update for further well |
Jun-06 Jul-07 Aug-08 Sep-09 Oct-10 Nov-11 Dec-12 Jan-14 Feb-15 Mar-16 Apr-17
| Producing # wells |
Current production bbl/d2) |
|||||||
|---|---|---|---|---|---|---|---|---|
| Production | 1 | 1,400 | ||||||
| Reservoir | Reservoir Albian |
STOOIP mmbbl1) 70 |
Produced mmbbl 9.0 |
Recovery factor 12.9% |
1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Litanzi expected to produce total amount of 0.4mmbbl in 2018
| Discovered/ started |
1986/2000 | ||
|---|---|---|---|
| Depth of water |
100m | ||
| Reservoir depth |
2,000m | mboe/d | |
| 2P/2C reserves1) |
10.9 / 6.7 mmbbl | ||
| Oil quality | 38 ° API |
||
| Comments | Planned improvements • Geological and dynamics model update for further well development planning • Process upgrade • Installation of pipeline H1 2019 to avoid unnecessary processing charge (OPEX) on Nkossa Main specification of Project • Installation of 13 km 8" pipeline between TBIF1 and TAP • Investment USD 10m – |
savings USD 4.5m pa |
| Producing # wells |
Current production bbl/d2) |
|||
|---|---|---|---|---|
| Production | 3 | 3,000 | ||
| Reservoir | Reservoir Albian |
STOOIP mmbbl1) 134 |
Produced mmbbl 27.9 |
Recovery factor 21.0% |
1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Tchibeli expected to produce total amount of 0.9mmbbl in 2018
| AGR Technical Production Adjusted 2P reserves Report 1.1.20181) 1.1.2018-31.12.2018 1.1.2019 |
AGR Technical Report 1.1.2018 |
Production 1.1.2018-31.12.2018 |
Adjusted 2P reserves 1.1.2019 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2P reserves | ||||||||||||||||||
| Asset | Oil mmbbl |
Gas3) bcf |
Boe mmboe |
Oil mmbbl |
Gas3) bcf |
Boe mmboe |
Oil mmbbl |
Gas3) bcf |
Boe mmboe |
Oil mmbbl |
Gas3) bcf |
Boe mmboe |
Oil mmbbl |
Gas3) bcf |
Boe mmboe |
Oil mmbbl |
Gas3) bcf |
Boe mmboe |
| Tchibouela Tchendo |
52.5 20.8 |
21.4 7.3 |
56.3 22.1 |
4.6 1.5 |
3.5 0.4 |
5.2 1.6 |
47.9 19.3 |
17.9 6.9 |
51.1 20.5 |
5.5 2.2 |
2.2 0.8 |
5.9 2.3 |
0.5 0.2 |
0.3 0.1 |
0.5 0.1 |
5.0 2.0 |
1.9 0.7 |
5.4 2.2 |
| Tchibeli Litanzi |
11.8 3.7 |
3.2 2.5 |
12.3 4.1 |
0.9 0.4 |
0.3 0.3 |
0.9 0.5 |
10.9 3.3 |
2.9 2.2 |
11.4 3.6 |
1.2 0.4 |
0.3 0.3 |
1.3 0.4 |
0.1 0.1 |
0.0 0.1 |
0.1 0.0 |
1.1 0.3 |
0.3 0.2 |
1.2 0.4 |
| Total | 88.8 | 34.4 | 94.9 | 7.4 | 4.6 | 8.2 | 81.4 | 29.8 | 86.7 | 9.3 | 3.6 | 10.0 | 0.8 | 0.5 | 0.9 | 8.5 | 3.1 | 9.1 |
| 2C resources | ||||||||||||||||||
| Tchibouela | 12.0 | 4.9 | 12.9 | 1.3 | 0.5 | 1.4 | ||||||||||||
| Tchendo Tchibeli |
10.8 6.7 |
3.8 1.9 |
11.5 7.0 |
1.1 0.7 |
0.4 0.2 |
1.2 0.7 |
||||||||||||
| Litanzi | 2.6 | 1.8 | 2.9 | 0.3 | 0.2 | 0.3 | ||||||||||||
| Loussima (Bis) |
28.9 | 0.0 | 28.9 | 4.2 | 0.0 | 4.2 | ||||||||||||
| Total | 61.0 | 12.4 | 63.2 | 7.6 | 1.3 | 7.9 |
1) Independent competent person's report prepared by AGR dated October 2018
2) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have
a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)
3) Gas used for extraction and fueling of production facilities
| Government take | (real)1) Average netback @ USD 70/bbl |
||
|---|---|---|---|
| Royalty | 15 % | USD/bbl Royalty |
70 11 |
| Cost Stop | 50 % - 55 % |
OPEX | 13 |
| Profit oil to Contractor |
50% - 30% |
Profit oil Bonus non.rec. costs |
25 0 |
| Super profit oil to Contractor |
34% - 30% |
Netback | 21 ~30% |
| Price ceiling (USD/bbl, inflated): | (real)1) Average netback @ USD 50/bbl |
||
| Current period (real) |
40-90 | USD/bbl | 50 |
| Royalty | 8 | ||
| Next period (real) |
40 | OPEX | 13 |
| Profit oil | 15 | ||
| Netback | 15 ~29% |
48 Dover Street United Kingdom London, W1S 4FF
T: +44 (0) 203 655 7810 E: info@africanpetroleum.co.uk
http://www.africanpetroleum.com.au/
Karenslyst Alle 4 Norway Oslo, 0278
T: +47 22 55 46 07 E: [email protected]
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