Highlights
- General Meeting held 28 April 2021, vote to sell Senegal RSSD to Woodside was passed
- Operator progressed Sangomar project execution with cutting of first steel for the FPSO topsides and preparation for the drilling campaign in mid-2021.
- FAR reactivated the Bambo-1 drilling project with the assistance of Exceed’s wells management team in Aberdeen.
- Cash and term deposits at end of quarter of US$8 million
Projects update
Offshore Senegal (FAR13.7% Working Interest (WI))
During the previous quarter FAR announced it had executed a sale and purchase agreement with ONGC Videsh Vankorneft Pte Ltd for FAR’s entire interest in the Rufisque, Sangomar and Sangomar Deep (“RSSD” or “Sangomar”) project.
RSSD operator Woodside subsequently exercised its right to pre-empt the sale on the same terms and conditions, and in January 2021 Woodside and FAR executed a sale and purchase agreement. On 28 April 2021, FAR shareholders approved the sale to Woodside. The sale includes a contingent payment option to FAR dependent on oil price whent the Sangomar Field is in production, capped at US$55m.
The Sangomar Field development remains on track for first oil in 2023. The VLCC oil tanker has arrived at the shipyard for conversion to an FPSO, and work is ongoing on the external turret mooring for the FPSO. Other activities including subsea fabrication, and preparation for development drilling are on schedule with drilling targeted to commence in mid-2021. MODEC has been contracted for the operations and maintenance of the FPSO, including installation, commissioning and the initial 10 years of operations and maintenance The new high-density multi-azimuth (HDMAz) 3D seismic data is being used to de-risk and plan the Phase 1 drilling and will be applied to potential Phase 2 and later development planning. The new seismic data is also being used to evaluate the other discoveries within RSSD, and further delineate the exploration potential of the blocks.
The project was 24% complete at the end of the period and the Operator announced a US$400m increase in budgeted CAPEX for the project to US$4.6 billion.
Offshore, The Gambia
Blocks A2/A5 (FAR 50% WI and Operator)
Subsurface Studies
Subsurface studies continued through the first quarter of 2021 in support of the upcoming drilling of the Bambo-1 well, and more regional work aimed at quantifying resource potential and reducing risk on the additional prospects identified within the A2 and A5 blocks. Processing of the seismic data acquired in early 2021 continued during the quarter. Fast-track products (e.g. seismic processed data) are received and currently being used to conduct preliminary interpretation of the area and assist with regional well correlations and interpretation. The processing is ongoing, including the use of Full Waveform Inversion (FWI) for depth modelling. Further interim products are expected during Q2 2021 with the final data expected to be delivered in Q3 2021. The existing legacy 3D data in the A2 and A5 blocks is also being reprocessed using the same processing workflow to generate a
consistent, high quality seismic dataset to evaluate the additional prospects within the area. The reprocessed data includes ties to nearby wells, which enable correlation of well data to the identified prospects.
Bambo-1 Well Planning
During the quarter, FAR Gambia Ltd (FAR) reactivated the Bambo-1 well drilling project with the assistance of Exceed’s wells management team in Aberdeen. Detailed geological planning and well design progressed, along with tendering and contract discussions for key services required to drill the well. Most long-lead items for the well have been ordered and received, and the Environmental and Social Impact Assessment (ESIA) for the project has been approved by the National Environmental Agency in The Gambia. The Bambo-1 well is expected to be drilled later in 2021.
NW Shelf (Australia 100% WI and Operator)
Through its wholly owned subsidiary, Lightmark Enterprises Pty Ltd, FAR has a 100% interest in Petroleum Exploration Permit WA-458-P, which is in the prolific oil-producing Dampier Sub-basin along Australia’s North West Shelf.
During the quarter, FAR has continued interpretation of the Davros Extension multiclient 3D survey, which has provided additional insight on the prospectivity of the block. Further detailed analysis is ongoing. The gradual easing of the travel restrictions within Australia due to COVID, has enabled engagement in some farmout activities for WA-458-P. These activities will continue through Q2.
Guinea-Bissau (FAR 21.43% WI)
PetroNor (OSE ticker: “PNOR”), the independent oil and gas exploration and production company with a focus on sub-Saharan Africa announced on the 20 November 2021 that it will assume 78.57% interest and Operatorship of the Sinapa (Block 2) and Esperança (Blocks 4A and 5A) licences in Guinea-Bissau, which have been extended for 3 years and are valid until 2 October 2023 maintaining the same attractive fiscal terms. In events following the end of the quarter, the Government of Guinea Bissau aprpoved the sale of Svenska’s interest to PetroNor.
PetroNor will now commence discussions with FAR on the licences to discuss the work programme, with a view to undertaking drilling activity in 2021/22.
Corporate
On 19 January 2021 the FAR group executed a Sale and Purchase Agreement with Woodside in relation to the sale. As consideration for the sale (the “Transaction”), Woodside has agreed to pay FAR US$45 million and will reimburse FAR’s share of working capital for the RSSD Project from 1 January 2020 of US$82.02 million, totalling US$127.02 million payable on completion. The transaction also includes an entitlement to certain contingent payments capped at US$55 million.
Since the Sale and Purchase Agreement was signed, both PJSC Lukoil and Remus Horizons PCC Limited made non-binding proposals to take over FAR Limited however neither have proceeded.
FAR shareholders were due to consider authorising the agreement with Woodside at a shareholders’ meeting to be held on 21 December 2020. This meeting was postponed several times to consider the PJSC Lukoil and Remus proposals. At the General Meeting on 15 April, a motion to adjourn the meeting until 28 April in order to give shareholders time to consider the Remus takeover proposal was moved and seconded by shareholders. The General Meeting was adjourned and recommenced at 10am on Wednesday, 28 April. Shareholders approved the sale of FAR's interest in the RSSD project to Woodside at this meeting.
On 30 March 2021 FAR released its unaudited financial accounts for the year ended 31 December 2020. FAR is utilising the ASIC Relief and ASX Class Waiver for extended reporting deadlines and the dispatch of annual reports and will release its Annual Report including audited accounts and its Corporate Governance Statement by the extended deadline of 30 April 2021. FAR will hold its AGM in June.
ASX suspended FAR's shares from trading in September 2020 following the inclusion of a disclaimer of audit review opinion in the Company’s audited Half Year Report as at 30 June 2020. ASX has advised FAR that it will review the trading suspension once there is no disclaimer of review opinion expressed in the Company’s audited accounts.
Community and Social Projects
During the quarter, FAR on behalf of the joint venture partners, commenced upgrading the Ndemban Clinic which is being converted into a COVID-19 testing and treatment centre. The project involves the repairs and refurbishment to several buildings and upgrades to the water supply system. The works are expected to be completed and put into service in the next few months.
Managing Director comments:
Although it is an event following the end of the quarter, the most significant activity for FAR this year has been our progress towards completing the sale of the Senegal RSSD project, voted for by shareholders at the general meeting on 28 April.
This vote was originally anticipated to be held in December. However, approaches for a corporate takeover of FAR before the asset sale was concluded were made by both Remus and Lukoil in December and February. The planned meeting was postponed by FAR so that shareholders could consider a corporate sale versus an asset sale option. The meeting was eventually concluded on 28 April and Woodside and FAR are now continuing to work together on finalising the remaining condition precedent and closing tasks.
The sale of the Senegal asset, once completed, will see FAR with approximately US$130m in cash with a contingent payment of US$55m payable by Woodside after first oil (late 2023). Because of the significant contingent component of payment, FAR will continue to monitor the progress of the Sangomar Development and report key information.
FAR is very disappointed to have to sell Senegal. As has been discussed many times, FAR was caught in the perfect storm of COVID19 and the oil price rout and was left with no choice in early 2020. Closing a sale to ONGC in 6 months in such an uncertain market (where the oil price plummeted 80% in Q2 2020) is a testament to the quality of the asset and the FAR team’s depth of global contacts and respect in the industry. It is no insignificant task to complete this sale without traveling and with due diligence and management presentations overnight even without the economic headwinds faced by the team.
The team is the same team that pioneered the identification of the shelf edge trend off Senegal, located and farmed out the original SNE-1 (and FAN-1) discovery well for the Sangomar Field. It’s worth reminding shareholders that the Sangomar Field has been assessed to have approximately 3 billion barrels of oil in place – world class on any stage. The southern flank of the field extends into The Gambia where FAR operates and has a 50% working interest with co-venturer PETRONAS owning the other 50%.
Our team of proven oil finders look forward to repeating the exploration success of Senegal to the south in The Gambia by drilling the Bambo-1 well into the southern extension of the Sangomar field reservoirs and also drill deeper into an untested play that together hold a Best Estimate of 1 billion barrels of oil (refer to Gambia Project Update in text above).
The sale to ONGC (that was pre-empted by Woodside within a month) was struck when the oil price was about US$35 per barrel. At this price, the Sangomar field development is marginal and the option for FAR to reinvigorate a debt deal was not possible, and even if it was, it would require another large injection of shareholder equity. This option has not been considered since the sale of the asset was agreed. Instead, the contingent payment was negotiated so that FAR could capture any upside movement in oil price when the field came onstream.
Noteworthy is that Woodside announced a US$400m increase in the CAPEX for the Sangomar field development, largely due to COVID19 related delays and that one year from FID, the project is 24% complete. Cost blow outs such as this and early on in the development would have been problematic for FAR if we had remained in the development, even if COVID and the oil price rout had not occurred.
A strategic review is now underway by the FAR Board and plans for the future, taking into account FAR’s commitments on it’s remaining assets will be detailed to shareholders at the AGM in June. The extended period to close the sale process, whilst it allowed an option to be kept open for shareholders, has meant that FAR has had to stall closing farmout plans for The Gambia, delay strategic planning for the business going forward and delay finalising the annual accounts and related annual report to shareholders. The 2020 Annual Report containing the final audited accounts is scheduled for release 30 April and the AGM will be held in June (date to be annnounced).
The pause in the Gambian project whilst the sale versus corporate takeover was considered has meant that key decisions to prepare for drilling at the end of the year have been halted and can now be considered. FAR expects to execute the rig contract and other key contracts in the forthcoming quarter. Whilst it is now getting late in the day to complete a farmout, efforts have now restarted to conclude a deal.
The drilling of the Bambo-1 well has taken a back seat in FAR news over the last few months but not from FAR’s attention. The Government of The Gambia awarded FAR a three month extension to the end of 2021 for the drilling due to COVID delays so we are planning to spud in early Q4. I am pleased to report that FAR looks to secure the same drilling team and rig operator that efficiently and safely completed the Samo-1 well in 2018 and that enviromental and COVID safe operational plans are ready for execution.
The release of the 2020 Annual Report is imminent and if the disclaimer relating to going concern is removed it will likely satisfy the ASX’s requirement for a “clean” audit report for the ASX to consider lifting the suspension of trading of FAR’s shares. We appreciate this period of no trading has been a challenging one for all shareholders.
FAR anticipates completion of the Woodside transaction in Q2 2021. It has been a difficult year for FAR and it’s shareholders and one that has been dominated by selling our biggest asset and juggling the payment of Joint Venture cash calls to give FAR the time to execute a sale without risking defaulting and losing the working interest. Cash management has been critical for the Company and we conclude the quarter with approxinately US$8M of cash. It is a bittersweet moment for the company selling Senegal but a terrific opportunity to rebuild the business in a time where there are abundant opportunities due to lack of capital and kick off a new era with the drilling in Gambia at the end of the year. We thank our shareholders, stakeholders and Woodside for their patience in concluding this sale and look forward to moving on.
