Tenaz Energy acquisition of interest in Dutch and German North Sea gas assets
Torys acted as counsel to Tenaz Energy is its US$244 million (C$339 million) acquisition of an indirect interest in the Gateway to the Ems ("GEMS") project, a natural gas production project in the North Sea offshore Germany and the Netherlands.
On October 6, 2025, Tenaz Energy Corp. ("Tenaz") announced the signing and closing of the acquisition of the issued and outstanding shares of a private company, with interests in the Gateway to the Ems ("GEMS") project on the boundary of the Dutch and German sectors of the North Sea. The economic effective date of the acquisition is December 31, 2024.
The GEMS properties consist of five highly prospective licenses, three in the Netherlands and two in Germany, covering 1,811 km2 (447,000 acres) at an average distance of 30 km offshore in water depth of approximately 25 m. Assets that include the currently producing N05-A platform, installed in August 2024, with a nameplate capacity of 225 MMcf/d before future expansion. This state-of-the-art platform is tied into the NGT offshore gas gathering system, in which Tenaz has pre-existing equity ownership, via a 13 km 20" pipeline.
In addition to the prolific N05-A field, the assets include two discovered and tested fields assigned Proved Undeveloped Reserves, four fields with discovered gas that have been assigned Contingent Resources due to uncertainty around timeline to development, and 14 exploration prospects which have been assigned Prospective Resources.
The purchase price consideration for the transaction was US$244 million (C$339 million), consisting of
- a cash payment of US$232 million (C$323 million);
- share consideration of US$12 million (C$17 million); and
- contingent consideration of up to US$60 million (C$83 million) in connection with up to three future qualifying exploration discoveries during the period from closing to December 31, 2035, in which a new exploration discovery made within the acquired license area which is determined to contain at least 50 Bcf of gross estimated 2P reserves, or that produces 50 Bcf or more allocated to the exploration payment area, qualifies for an exploration contingent payment of US$20 million (C$28 million).
The cash consideration was funded with cash-on-hand and a private placement of senior unsecured notes of the same series as Tenaz’s original notes issued in November 2024.
Further information can be found on Newsfile’s website.
Tenaz is an energy company focused on the acquisition and sustainable development of international oil and gas assets. It is the largest producer in the Dutch sector of the North Sea and develops crude oil and natural gas at Leduc-Woodbend in Alberta.
Torys a également agi dans le cadre des mandats suivants en lien avec ce projet :

| Territoire | Dutch and German sectors of the North Sea |
| Nature du mandat | Fusions et acquisitions |
| Client | Tenaz Energy Corp. |
| Rôle du client | Acquéreur |
| Valeur | 244 000 000 $ USD |