Update on Acquisition of Wentworth Resources PLC

Source: www.gulfoilandgas.com 12/7/2023, Location: Africa

Etablissements Maurel & Prom S.A. ("M&P") is pleased to provide an update on the recommended cash acquisition of Wentworth Resources Plc ("Wentworth") as announced 5 December 2022 (the "Acquisition").

M&P is pleased to announce it has signed an agreement that strengthens its existing long-term partnership with the Tanzania Petroleum Development Corporation ("TPDC ") (the "Agreement"), that is a positive step towards receiving the approvals to complete the Acquisition.

The Agreement is structured as a 'call option' for TPDC, which provides a pathway for TPDC to increase its ownership by up to 20% in the production interest (the "Call Option"). As part of this Agreement, M&P has received the required pre-emption waiver from TPDC and Tanzanian government approval for the Acquisition, and only the final consent from Tanzania's Fair Competition Commission ("FCC") remains outstanding, which is expected to be granted before the Jersey Court sanction hearing.

As the Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law, and given the approvals received, Wentworth has made arrangements for the Jersey Court to consider and if, thought fit, sanction the Scheme at a court sanction hearing to be held on 19 December 2023. Following this date, M&P will take ownership of Wentworth and acquire its 31.94% direct and indirect interest in Mnazi Bay (the "Closing").

Subsequent to the Closing of the Acquisition, M&P expects TPDC to execute the Call Option whereby TPDC can purchase a 20% production interest in Mnazi Bay . As a result, M&P will hold a 60% ownership and TPDC will hold a 40% ownership in Mnazi Bay. The joint operating agreement will be amended to reflect new partnership conditions, and will allow TPDC to appoint secondees to participate in the operations of the Mnazi Bay field.

The Acquisition shall be funded by the 63 million placed in escrow as part of the Acquisition announced on 5 December 2022 . Upon execution of the Call Option, TPDC will contribute its share of the acquisition consideration, and Wentworth's cash balance and corporate winding down costs will be shared between M&P and TPDC.

Commenting, Olivier de Langavant , Chief Executive Officer of M&P, said: "We are pleased to agree this partnership with TPDC that will reinforce the basis for the mutual benefit of the next phase of development at Mnazi Bay . M&P and TPDC have had a long and successful history and I look forward to this new phase that will bring about the continued growth and development of Tanzania's natural gas sector. We would further like to take this opportunity to thank our partners at TPDC and other Tanzanian Government stakeholders for working collaboratively to achieve a successful outcome of the Acquisition."

Background
The Acquisition was approved by Wentworth Shareholders at the Court Meeting and the General Meeting which were held on 23 February 2023 , but remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document (the "Scheme Document").

These Conditions include, inter alia, (i) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws ("MoE Consent"); (ii) the waiver of any right of first refusal or pre-emption right to which by the TPDC is entitled in respect of the Mnazi Bay asset (the "TPDC Waiver"); and (iii) approval from the Tanzanian Fair Competition Commission ("FCC") (together the "Governmental Approval Conditions"), in each case on terms satisfactory to M&P, acting reasonably.


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