Energy SpA

M&A Activity • Jul 17, 2024

BW Energy: Signs Letter Agreement to acquire shares in Reconnaissance Energy Africa and 20% interest in onshore exploration license PEL 73 in Namibia  

BW Energy: Signs Letter Agreement to acquire shares in Reconnaissance Energy Africa and 20% interest in onshore exploration license PEL 73 in Namibia

BW Energy: Signs Letter Agreement to acquire shares in Reconnaissance Energy

Africa and 20% interest in onshore exploration license PEL 73 in Namibia

BW Energy has signed a Letter Agreement ("LA") with Reconnaissance Energy Africa

Ltd ("ReconAfrica") to acquire approximately 16.8 million common shares and

16.8 million warrants for a total consideration of USD 16 million in

ReconAfrica's announced equity raise. By participating in the equity raise, BW

Energy will also receive a 20% non-operating interest in the onshore Petroleum

Exploration License 73 ("PEL 73") where ReconAfrica will provide BW Energy with

a carry of USD 6.4 million based on the intended initial work program. BW Energy

has also committed to certain contingent payments to ReconAfrica based on

specific field development milestones.

PEL 73 is located in northeast Namibia, covering an area of approximately

25,341 sq km. Two exploration wells are planned to be drilled in the Damara Fold

Belt Basin in the second half of 2024. The wells are targeting a combined un-

risked resource potential of 489 million barrels of oil based on the most recent

prospective resource report by Netherland, Sewell & Associates Inc. (NSAI).

After the two initial exploration wells, the partnership plans a 3D seismic

survey of the Kavango Rift Basin in the second half of 2025, which may result in

two additional exploration wells.

"The transaction will enable BW Energy to expand its footprint in a

strategically important energy region and further our position as a leader in

Namibia's development towards energy independence," said Carl Krogh Arnet, the

CEO of BW Energy. "The data and insights gained through ReconAfrica's

exploration campaign will further our understanding of the geology and petroleum

system in Namibia and help de-risk planned exploration and development of our

Kudu license."

The common shares are priced at CAD 1.30 per share. The warrants have a validity

of 24 months and are priced at CAD 1.70 per warrant. If specific milestones are

met, BW Energy has agreed to further contingent payments to ReconAfrica of up to

USD 125 million as specified below:

* USD 22.5 million upon final investment decision of a commercial development

* USD 22.5 million 365 days after first oil

* USD 5 million 60 days after first sale of commercial hydrocarbon production

* USD 25 million upon BW Energy achieving total cumulative Free Cash Flow

("FCF") of USD 300 million

* USD 25 million upon BW Energy achieving total cumulative FCF of USD 600

million

* USD 25 million upon BW Energy achieving total cumulative FCF of USD 900

million

The completion of the transaction is subject to the parties entering into a

definitive agreement and the fulfilment of customary conditions precedents.

For further information, please contact:

Brice Morlot, CFO BW Energy, +33.7.81.11.41.16 or ir@bwenergy.no

(mailto:ir@bwenergy.no)

About BW Energy:

BW Energy is a growth E&P company with a strategy targeting proven offshore oil

and gas reservoirs through low risk phased developments. The Company has access

to existing production facilities to reduce time to first oil and cashflow with

lower investments than traditional offshore developments. The Company's assets

are 73.5% of the producing Dussafu Marine licence offshore Gabon, 100% interest

in the Golfinho and Camarupim fields, a 76.5% interest in the BM-ES-23 block in

Brazil, a 95% interest in the Maromba field in Brazil and a 95% interest in the

Kudu field in Namibia, all operated by BW Energy. Total net 2P+2C reserves and

resources were 580 million barrels of oil equivalents at the start of 2024.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.