Africa Oil agrees to consolidate remaining 50% interest in Prime Oil & Gas
On June 24, 2024, Africa Oil Corp. ("Africa Oil") announced that it reached an agreement with BTG Pactual Oil & Gas S.a.r.l. ("BTG Oil & Gas") to consolidate their joint 50:50 ownership shareholdings in Prime Oil & Gas Coöperatief U.A. ("Prime").
Under the terms of the definitive agreement, to be implemented by way of a three-cornered amalgamation structure under Canadian corporate law, BTG Pactual Holding S.a.r.l. ("BTG Holding"), the entity which holds BTG Oil & Gas' interest in Prime, will amalgamate with a newly created subsidiary of Africa Oil. In turn, BTG Oil & Gas will receive newly issued common shares in Africa Oil, that will, based on the current outstanding share capital of Africa Oil, result in BTG Oil & Gas owning approximately 35% of the outstanding share capital of Africa Oil. The remaining approximately 65% of the enlarged Africa Oil (on a partially diluted basis) will continue to be held by existing Africa Oil securityholders.
Completion of the transaction is targeted to occur during or before the third quarter of 2025, subject to, among other conditions,
- approval of at least 50% of votes cast by the holders of Africa Oil shares present at a special meeting of shareholders expected to be held during October 2024;
- customary consents and approvals from the Nigerian authorities;
- the Toronto Stock Exchange ("TSX") and Nasdaq Stockholm;
- completion of the previously announced farm-down of Africa Oil's Namibian interests that are held via Impact Oil & Gas Limited ("Impact"); and
- a reorganization of the holding structure of BTG Holding to implement the amalgamation agreement.
Further information can be found on Canada Newswire’s website.
Prime is a joint venture company between Africa Oil and BTG Oil & Gas with activity focused on exploration and production of oil and gas in Nigeria. With headquarters in Rotterdam and subsidiaries in Nigeria, Prime owns interests in two world-class producing deep-water assets located offshore Nigeria:
- 8% participating interest in Chevron operated petroleum mining lease ("PML") 52 (Agbami field), and petroleum prospecting license ("PPL") 2003; and
- 16% participating interest in TotalEnergies operated PML 2 (Akpo field), PML 3 (Egina field) and PML 4 (Preowei field), and PPL 261.
Africa Oil is a Canadian oil and gas company with producing and development assets in deepwater Nigeria, an interest in the Venus light oil and associated gas discovery, offshore Namibia, and an exploration/appraisal portfolio in west and south of Africa, as well as Guyana.
Banco BTG Pactual is the largest investment bank in Latin America based in Sao-Paolo, Brazil and operates in the investment banking, corporate and SME lending, sales and trading, asset management and wealth management and consumer banking markets.