Wentworth Resources Limited : Acquisition of Cove Energy's Interest in Mnazi Bay Concession, Tanzania
(Thomson Reuters ONE) -
WENTWORTH RESOURCES LIMITED
("Wentworth" or "the Company")
ACQUISITION OF COVE ENERGY'S INTEREST IN MNAZI BAY CONCESSION, TANZANIA
Highlights:
* Wentworth will acquire Cove's 16.38% participation interest in Mnazi Bay
* In exchange Wentworth will terminate its 4.95% royalty interest out of net
profits from Cove's 8.5% working interest in the Offshore Rovuma Area 1
Concession
* Cove will receive two million newly issued fully paid shares in Wentworth
* Cove will also receive a Contingent Payment from Wentworth of up to US$ 8.5
million, should certain future natural gas production thresholds from Mnazi
Bay be reached
* The transaction is valued at approximately US$38.8 million
Wentworth is pleased to announce that it has reached an agreement with Cove
Energy plc ("Cove") to acquire its 100% owned subsidiary, Cove Energy Tanzania
Mnazi Bay Limited ("Cove Tanzania"). Cove Tanzania holds a 16.38% participation
interest in the production operations (20.475% participating interest in
exploration operations) in the Mnazi Bay Concession, Tanzania ("Mnazi Bay"). In
exchange, the Company will terminate its right to receive a 4.95% royalty
interest out of net profits (the "Royalty Interest") from Cove's 8.5% working
interest in the Offshore Rovuma Area 1 Concession, Mozambique (collectively the
"Swap Transaction"). Pursuant to the Swap Transaction, Cove will also receive
two million newly issued and fully paid up shares in Wentworth and a contingent
payment of up to US$8.5 million should certain future natural gas production
thresholds from Mnazi Bay be reached ("Contingent Payment").
Following completion of the Swap Transaction, the interests in Mnazi Bay are as
follows:
* Wentworth will have a 41.78% participating interest in the production
operations (52.225% participating interest in exploration operations),
* Les Etablissements Maurel & Prom S.A. ("Maurel & Prom"), operator, will have
a 38.22% participating interest in the production operations (47.775%
participating interest in exploration operations), and
* Tanzania Petroleum Development Corporation ("TPDC") will retain its 20%
participating interest in the production operations (0% participating
interest in exploration operations).
Under the terms of the existing Joint Operating Agreement ("JOA") between
Wentworth, Maurel & Prom, Cove Tanzania and TPDC, both TPDC and Maurel & Prom
have the right to acquire their proportionate share of Cove's interest in Mnazi
Bay for the cash equivalent value of the Swap Transaction, which is
approximately US$38.8 million, by February 26, 2012 ("Pre-emptive Rights"). At
the time of this press release, neither TPDC nor Maurel & Prom have exercised or
waived their Pre-emptive Rights.
Under the terms of the farm-out to Maurel & Prom and Cove Tanzania in 2009,
Wentworth is to be carried 70% by Maurel & Prom and 30% by Cove Tanzania through
the cost of one exploration well and 200 square kilometers of 3D seismic or an
alternative exploration and appraisal program of an equal cost ("Carry
Obligation"). With Wentworth's acquisition of Cove Tanzania, the Company will
now be required to fund 30% of this Carry Obligation, with Maurel & Prom funding
the remaining 70%, in these exploration operations. Following completion of the
Carry Obligation, each party's funding obligations will revert to their
participating interests.
Both the Swap Transaction and the exercise of any Pre-emptive Rights are subject
to the terms of the JOA and approval by the Government of Tanzania.
Benefits of the Swap Transaction
Wentworth's Royalty Interest is subject to the estimated probability and timing
of construction and commissioning of a gas monetization project, and/or the
discovery, development and production of any oil or natural gas liquids. Mnazi
Bay is core to Wentworth's future growth strategy and the Swap Transaction
eliminates the uncertainties associated with the Royalty Interest and adds
significant value to Wentworth as it:
* increases Wentworth's revenue, cash flow, and net contingent and prospective
resources;
* monetises Wentworth's Royalty Interest by exchanging it for an additional
working interest in Mnazi Bay;
* puts Wentworth in a position of greater strategic influence over Mnazi Bay's
gas monetisation plan;
* increases exposure (and any potential upside) to the Ziwani-1 exploration
well and all future exploration and appraisal activities, while preserving
the benefit of being largely carried for the 2012 exploration expenditures;
and
* increases the Company's potential future net production of hydrocarbons,
which strengthens the ability to sanction and supply a petrochemical or
other large-scale gas monetisation project.
Executive Chairman, Bob McBean, commented:
"This transaction is a classic win situation for both parties involved as it
goes a long way toward allowing Wentworth and Cove Energy to meet their own
distinct corporate objectives. I would like to thank the management of Cove
Energy for the cooperation and diligence shown throughout the process. We look
forward to providing further updates."
About the Mnazi Bay Concession
The Mnazi Bay Concession Area is located in coastal, south-eastern Tanzania in
the Rovuma (Ruvuma) Basin. The area lies between Aminex and Tullow Oil's Ruvuma
Concession Area and Ophir Energy and BG Group's offshore Block 1. Ophir and BG
Group's Chaza-1 gas discovery lies just northeast of Mnazi Bay's marine border.
The 756 km² concession area contains two discovered Tertiary aged gas fields
(Mnazi Bay and Msimbati) and holds additional Tertiary, Cretaceous and Jurassic
hydrocarbon potential. Four wells have been drilled to date: MB-1, MB-2, MB-3
and MS-1X, and all four wells encountered hydrocarbons. MB-1 is currently
producing gas at a rate of 1.7-2.0mmscf/d and this gas is transported via an
8", 27 kilometre pipeline to the Mtwara Power Plant where it generates
electricity for numerous local communities.
On this Swap Transaction, Wentworth was assisted by Clermont Energy Partners
LLP.
Enquiries:
Wentworth Bob McBean, Executive Chairman rpm(at)wentworthresources.com
Eric Fore, Finance, Investor & etf(at)wentworthresources.com
Public Relations Manager
Panmure Gordon Nominated adviser & broker +44 (0) 20 7459 3600
Katherine Roe
Brett Jacobs
FirstEnergy Broker +44 (0) 20 7448 0200
Capital
Majid Shafiq
Travis Inlow
College Hill Investment relations adviser +44 (0) 20 7457 2020
Nick Elwes
Catherine Maitland
Alexandra Roper
Axxept Investment relations adviser +47 (0) 99 22 0200
Per Arne Totland
About Wentworth Resources
Wentworth Resources is a publicly traded (AIM:WRL, OSE:WRL), independent oil &
gas company with: natural gas production; midstream and downstream assets; a
committed exploration and appraisal drilling programme; and large-scale gas
monetisation programmes, all in the Rovuma Delta Basin of coastal southern
Tanzania and northern Mozambique.
FORWARD LOOKING STATEMENTS
This press release may contain certain forward-looking information. The words
"expect", "anticipate", "believe", "estimate", "may", "will", "should",
"intend", "forecast", "plan", and similar expressions are used to identify
forward looking information.
The forward-looking statements contained in this press release are based on
management's beliefs, estimates and opinions on the date the statements are made
in light of management's experience, current conditions and expected future
development in the areas in which Wentworth is currently active and other
factors management believes are appropriate in the circumstances. Wentworth
undertakes no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future events
or otherwise, unless required by applicable law.
Readers are cautioned not to place undue reliance on forward-looking
information. By their nature, forward-looking statements are subject to numerous
assumptions, risks and uncertainties that contribute to the possibility that the
predicted outcome will not occur, including some of which are beyond Wentworth's
control. These assumptions and risks include, but are not limited to: the risks
associated with the oil and gas industry in general such as operational risks in
exploration, development and production, delays or changes in plans with respect
to exploration or development projects or capital expenditures, the imprecision
of resource and reserve estimates, assumptions regarding the timing and costs
relating to production and development as well as the availability and price of
labour and equipment, volatility of and assumptions regarding commodity prices
and exchange rates, marketing and transportation risks, environmental risks,
competition, the ability to access sufficient capital from internal and external
sources and changes in applicable law. Additionally, there are economic,
political, social and other risks inherent in carrying on business in Tanzania
and Mozambique. There can be no assurance that forward-looking statements will
prove to be accurate as actual results and future events could vary or differ
materially from those anticipated in such statements. See Wentworth's
Management's Discussion and Analysis for the year ended December 31, 2010,
available on Wentworth's website, for further description of the risks and
uncertainties associated with Wentworth's business.
NOTICE
Neither the Oslo Bors Exchange nor the AIM Market of the London Stock Exchange
has reviewed this press release and neither accepts responsibility for the
adequacy or accuracy of this press release.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Press Release 2012 01 30:
http://hugin.info/136496/R/1580943/493731.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Wentworth Resources Limited via Thomson Reuters ONE
[HUG#1580943]
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Datum: 30.01.2012 - 08:00 Uhr
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