Tangiers Petroleum & Jacka Resources

Transcription

1 Tangiers Petroleum & Jacka Resources Creation of a premier small to mid-cap African focused upstream oil & gas company RECOMMENDED TAKEOVER OFFER BY TANGIERS PETROLEUM FOR JACKA RESOURCES 5 December 2013

2 Summary of the Offer Recommended takeover offer by Tangiers Petroleum for Jacka Resources Transaction Overview Terms Conditions Board Recommendation Tangiers Petroleum Limited ( Tangiers ) to acquire Jacka Resources Limited ( Jacka ) via off-market takeover ( Offer ) Tangiers is offering Tangiers shares for every Jacka share held The Offer ratio implies a value of 11.2 cents per Jacka share (1), which is a 56% headline premium to Jacka s last closing price of 7.2 cents Tangiers has agreed to provide Jacka with a $2.5m loan facility to assist Jacka s funding in Q The Offer is subject to limited conditions, including a 90% minimum acceptance, no material adverse change and no prescribed occurrence clauses Eve Howell to remain as Chairman of Tangiers, with Bob Cassie (current Jacka Managing Director) to become Managing Director of Tangiers upon completion The Board of Directors of the combined entity will initially comprise three nominees from Tangiers and two nominees from Jacka The Board of Directors of Jacka unanimously recommends to Jacka shareholders that they accept the Offer, in the absence of a superior proposal (1) Based on the closing price of Tangiers shares, 29 November The implied value of the Offer will change with fluctuations in the Tangiers share price. 2

3 Transaction Rationale Creation of a premier small to mid-cap African focused upstream oil & gas company Exposure to African basins Diversified portfolio Experienced Board Strengthened balance sheet & enhanced scale ASX & AIM listing The combined entity will possess a portfolio of highly prospective exploration, appraisal and development acreage in Morocco, Tunisia, Nigeria, Somaliland and Tanzania Drill-ready high-impact exploration and appraisal drilling planned for 2014 including the TAO-1 exploration well in the Tarfaya block in Morocco, and the drilling and testing of Hammamet West 3 side-track 2 (HW3-ST2) in Tunisia (1) A balanced portfolio of low risk, moderate reward development and production opportunities with higher risk, large exploration potential A mix of onshore and offshore African acreage with strong partners and material working interests A wealth of E&P experience, including Africa, and a track record in creating shareholder value The Board of the combined entity will initially comprise three nominees from Tangiers and two nominees from Jacka Strong financial position with pro-forma cash of approximately $8m (2) and a further US$22.5m (3) expected to flow in from executed farm-in agreements relating to Tangiers Tarfaya Project and Jacka s Odewayne Project Carried for work programs and drilling for both Tarfaya and Odewayne blocks Access to both Australian and European investors through dual ASX and AIM listings Headquartered in Perth, Australia (1) See slides 13 and 18 for resource volume descriptions (2) As at 29 November 2013 (3) Tarfaya farmout US$10.5m and Odewayne farmout US$12m 3

4 Exposure to African Basins Accelerated growth through a combined and diversified portfolio of frontier exploration together with near-term appraisal and development opportunities Africa 1 Australia Head Office 3 6 Diagram Key 2 Appraisal / Development Exploration Diversified Asset Portfolio TARFAYA BLOCK, MOROCCO (25%) (1), OFFSHORE Tangiers is carried for the first well planned to be drilled Q following completion of a farm-out to Galp Energia (50% and operator). The farm-out includes US$7.5m of cost re-imbursements and an additional US$3m bond to be repaid upon final Ministerial approval. BARGOU BLOCK, TUNISIA (15%) OFFSHORE The Hammamet West oil field contains a pre-drill estimate of 16.7 MMbbl net 2C Contingent Resources (2). The offshore Hammamet West-3 well (HW-3) recently flowed liquids from open fractures at 1,290 bpd prior to blockages. JV to re-enter HW3 and test in H with second side-track (HW3-ST2). AJE FIELD, NIGERIA (5% NET REVENUE INTEREST) OFFSHORE Phase 1 field development plan due early Field proven and derisked with four wells drilled to date having encountered hydrocarbons. Contains an estimated 10.5 MMboe net 2C Contingent Resources (2) ODEWAYNE BLOCK, SOMALILAND (15%), ONSHORE The block has numerous oil seeps indicating an active hydrocarbon system. Regional studies suggest the area contains sedimentary basin analogous to the multi-billion barrel producing basins in Yemen. The combined entity will have a 15% interest (and option to acquire further 5% interest) with a free carry on a minimum work program (operated by Genel) over the next two exploration terms estimated to cost US$50m RUHUHU BLOCK, TANZANIA (100%), ONSHORE Underexplored East African rift basin in SW of Tanzania adjacent to Lake Nyasa. East African Rift system holds significant oil discoveries in Uganda and Kenya. Potential for material exploration upside. Near-term work program to include airborne geophysical and 2D seismic survey. AUSTRALIAN ASSETS, (15-90%), OFFSHORE WA-399-P (Exmouth Basin), WA-442-P & NT/P81 (Bonaparte Basin), NT/P83 Legacy assets, non-core (1) Subject to Moroccan joint Ministerial order approval, (2) Jacka Investor Presentation (8 November 2013), see slide 18. 4

5 Indicative Work Plan The combined work plan consists of multiple operations from high-impact exploration to near-term appraisal and development activities Activity Area Q H H Morocco Tarfaya Well Planning Drill TAO-1 Somaliland Odewayne Acquire 2D seismic Tunisia HW Appraisal Well Planning Drill HW3-ST2 Nigeria Aje Development Development Decision Well Planning Drill Aje-5 Tanzania Ruhuhu Basin Airborne Gravity Acquire 2D Seismic 5

6 Experienced Board The Board of Directors of the combined entity will comprise three nominees from Tangiers and two nominees from Jacka Eve Howell (1) Executive Chairman Bob Cassie Managing Director Brent Villemarette Executive Director Scott Spencer Non-Executive Director Max de Vietri (1) Non-Executive Director Ms Howell is an experienced explorationist, executive and company director having worked over 40 years in the oil and gas industry. Previously she was Executive Vice President Northwest Shelf for Woodside as well as CEO of the North West Shelf Project (Australia s largest resource project) and held senior roles in exploration and business development and as Managing Director of Apache s Australian region. Mr Cassie has more than 30 years technical, commercial and management experience in exploration, appraisal and development of O&G assets, having worked for Hardman Resources, Tap Oil, Mobil and Ampolex. He has significant experience in Asia and Africa and led Hardman s Uganda exploration project to first discovery. Mr Villemarette is a reservoir engineer with more than 30 years experience in the international oil and gas industry. He is presently Chief Operations Officer for Transerv Energy. Mr Spencer spent nearly 20 years working on international political and economic issues with the Australian Government. From 1994 he was a Director of Hardman Resources, where he worked extensively on the establishment of Hardman's successful international exploration portfolio until the $A1.5 bn takeover of Hardman by Tullow Oil in Mr de Vietri has over 39 years of international exploration experience and has been instrumental in finding and promoting the evaluation of significant hydrocarbon and mineral discoveries. (1) Following completion there will be a three month period during which Eve Howell will transition to Non-Executive Chairman. Max de Vietri is also likely to move off the Board to be replaced by a new Non Executive Director to be nominated by Tangiers. 6

7 Strengthened Balance Sheet Well fundedfor multiple high-impact drilling events throughout 2014 (HW3-ST2 appraisal and TAO-1 exploration wells) Cash Proforma Balance Sheet (estimate as at 29 Nov 2013) A$m Tangier 6.1 Jacka 1.9 Total Cash Available 8.0 Debt Tangier Nil Jacka 1.7 Total Debt 1.7 Net Cash (pro forma) 6.3 Jacka Interim Funding Tangiers has agreed to provide Jacka with a $2.5m loan facility to assist Jacka s funding in Q Interest is payable at 12% p.a. on amounts drawn down under the loan facility Tangiers will have a contractual commitment over the future proceeds from the Sterling farmout in respect to Odewayne, up to the amount drawn down under the loan facility Expected Cash Inflows (1) US$m Tangier 10.5 Jacka 12.0 Total Expected Inflows 22.5 (1) Relating to cash receipts as agreed in farm-in agreements for Tarfaya and Odewayne 7

8 Enhanced Scale The combined entity will benefit from enhanced scale (liquidity, coverage, institutional reach) ASX-Listed Peer African Focused Companies (A$m market cap) FAR Ltd Tangiers Petroleum (pro forma) Pancontinental Oil & Gas NL Pura Vida Ltd Tangiers Petroluem (current) Rialto Energy Ltd Swala Energy Ltd Jacka Resources Ltd (current) WHL Energy Ltd Source: IRESS (as at 3 December 2013) 8

9 Key Metrics Transaction Metrics (as at 29 November 2013) Current TPT shares outstanding (m) 175 Implied TPT equity valuation (A$m) 41 Implied JKA equity valuation (A$m) 37 Pro forma equity valuation (A$m) 78 TPT ownership 53% JKA ownership 47% TPT shares to be issued to JKA (m) 157 Offer ratio (TPT shares per JKA share) Pro forma shares on issue (m) 332 Pro forma market cap (A$m) 78 Pro forma cash (A$m) 8 Pro forma debt (A$m) 2 Pro forma EV (A$m) 72 Offer Summary (1) Under the takeover bid, Tangiers is offering Tangiers shares for every Jacka share held The Offer ratio implies a value of $0.112 per Jacka share based on the closing price of Tangiers shares on 29 November 2013, and represents: a 56% premium to Jacka s last closing price $0.072 based on Tangiers last closing price of $0.24 on 29 November 2013 a 53% premium to Jacka s 1 month VWAP of $0.0763, based on Tangiers 1 month VWAP of $ Upon successful completion of the transaction, existing Tangiers shareholders and Jacka shareholders will own approximately 53% and 47%, respectively (on an undiluted basis), of the issued ordinary shares of the combined entity. (1) The implied value of the Offer will change with fluctuations in the Tangiers share price 9

10 Indicative Timetable Announcement 5 December 2013 Bidder s Statement & Target s Statement expected to be lodged 20 January 2014 Offer period commences 4 February

11 Further Information TANGIERS PETROLEUM LTD JACKA RESOURCES LTD Eve Howell, Executive Chairman Bob Cassie, Managing Director Tangiers Petroleum Ltd Jacka Resources Ltd Mark Hinsley John Raston Foster Stockbroking Miro Advisors Paul Armstrong Colin Hay Read Corporate Professional Public Relations

12 Appendix Asset Summaries

13 Morocco Tarfaya Block High impact prospective acreage with 25% (1) equity Large block size: 11,282 km 2 Located in an area of recent global interest and high level of planned drilling activity Favourable fiscal terms Major company JV partner Galp Energia (Operator) Jurassic carbonate play fairway Proven petroleum system: Cap Juby Oil Field MO-2 flowed 2,377 bbl/d 12 deg API oil MO-8 discovered light oil 38.5 deg API oil Hydrocarbon discoveries in conjugate offshore basin offshore Nova Scotia Four drillable prospects Trident, Assaka, TMA, La Dam Funded exploration program Exploration well TAO-1 to be drilled H1 2014: Primary target Trident Secondary Assaka and potentially TMA Additional potential in the Triassic, Cretaceous & Tertiary Net Prospective Resources - Unrisked (MMbbl) (2) Prospect Low Estimate Best Estimate High Estimate Trident TMA Assaka La Dam U, M & L Jurassic Note: The estimated quantities of petroleum that may potentially be recovered by the application of a future development project(s) relate to undiscovered accumulations. These estimates have both an associated risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially moveable hydrocarbons. (1) Subject to Moroccan joint Ministerial order approval (2) Independently assessed by Netherland, Sewell and Associates (1 May 2011), Tangiers Presentation (4 September 2013), refer to slide 18 for further information 13

14 Tunisia Bargou Block Large block 4,616 km 2 Equity 15% Near term field appraisal plus exploration leads and prospects Low cost shallow water development Hammamet West (HW) oil field Areal extent: 205 km 2, defined on 3D seismic 4 way dip closure with stacked objectives 16.7 MMbbl (net) 2C Contingent Resources (1) Analogous to Maamoura oil field (ENI) producing from Abiod formation 12km south Oil proven in structure HW-1 (1967): 8 metres of oil in the Birsa formation, + 30 metres of hydrocarbons in the Ain Grab/Fortuna formations HW-2 (1990): 3 zones of movable oil over a 192 metre section in the Abiod formation HW3-ST1 (2013): intersected extensive open fracture zones in the Abiod reservoir. Flow rate from fractured limestone reservoir of 1,290 bpd Recovered 38 deg API oil to surface. Re-enter to drill and test HW3-ST2 in H Additional Prospectivity: Several large untested independent structures for exploration follow up predominantly in the South of the block Potential near field tiebacks to Hammamet West Oil Field (1) Jacka Presentation (8 November 2013), see slide 18 14

15 Nigeria OML 113 Aje Field West African Transform Margin prolific petroleum fairway e.g. Jubilee Aje Field: 5% net revenue interest near term development opportunity full 3D seismic coverage 4 wells drilled on Aje structure 3 intersected commercial hydrocarbons Initial oil phase of subsequent full field development JV aligned on an oil first strategy H drill and complete Aje-5 Significant untested potential in OML 113: new synrift stratigraphic play identified in neighbouring block, OGO-1 ST/1 net stacked pay / 40 deg API oil, condensate Image Courtesy Panoro Energy 15

16 Somaliland Odewayne Block Frontier acreage - billion barrel potential Equity 15% (option on additional 5%) Large block 22,000 km 2 Active exploration program fully funded through to May ,000 km 2 airborne gravity / magnetic acquisition 1,500km 2D seismic 2014 drilling program planned 2015 Experienced Operator Genel Multiple onshore oil seeps indicate an active charge system, possible light oil/ condensate Formerly contiguous with prolific rift basins in Yemen 2.8 billion barrels oil produced (1) common structural history and petroleum system play fairway potential confirmed in Odewayne by recently acquired gravity & magnetic survey *Resource sizes taken from the websites of DNO, Genel and SW Energy (1) CIA Fact Book,

17 Tanzania Ruhuhu Basin Early stage exploration block East Africa now highly attractive and sought after since onshore discoveries in Uganda, Kenya, offshore Tanzania, Mozambique 100% equity and Operator Four year term Large block: 10,343 km 2 Conventional plays (Ruhuhu West) hydrocarbons in Lake Nyasa basin sediment samples indicate potential for modern oil/ gas charge system potential migration pathways toward western Ruhuhu Karoo traps Unconventional plays (Ruhuhu East) large coal seam gas and shale gas play Near term activity seep studies airborne gravity Lake Nyasa seismic reprocessing Potential farmout project as the prospectivity is matured 17

18 Petroleum Resources Net Contingent Resources Asset (Location) Interest Unit Net Contingent Resource Evaluator (Evaluation Date) 1C 2C 3C Estimation Method Bargou Block (Tunisia) (1) 15% MMbbl Operator (2011) Probabilistic Aje Field (2) (Nigeria) 5% MMboe Operator (2011) Probabilistic Previous Announcement Jacka AGM Presentation (8 November 2013) Jacka Company Update (June 2011) Jacka AGM Presentation (8 November 2013) Net Prospective (3) Resources (MMbbl) Asset (Location) Tarfaya (Morocco) Interest Prospect Net Prospective Resources (Unrisked) Evaluator Low Best High (Evaluation Date) Estimate Estimate Estimate 25% (4) Trident Netherland, Sewell TMA & Associates (2011) Assaka La Dam U, M & L Jurassic Estimation Method Probabilistic Previous Announcement Tangiers Investor Presentation (4 September 2013) (1) Including both Birsa and Abiod formations. Volume estimates were calculated prior to the drilling of the recently completed HW3 well. (2) SCF to BOE conversion: 5.7scf = 1bbl oil equivalent. Aje interest is a net revenue interest. (3) The estimated quantities of petroleum that may potentially be recovered by the application of a future development project(s) relate to undiscovered accumulations. These estimates have both an associated risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially moveable hydrocarbons. (4) Subject to Moroccan joint Ministerial order approval 18

19 Petroleum Resources Qualified Petroleum Reserves and Resources Evaluator: This report is based on, and fairly represents, information and supporting documentation prepared by, or under the supervision of the qualified petroleum reserves and resources evaluators described below. Persons compiling information about Hydrocarbons Jacka Resources: Pursuant to the requirements of the ASX Listing Rules Chapter 5, the technical information and resource reporting provided in this presentation is based on and fairly represents information and supporting documentation that has been prepared and/or compiled by Justyn Wood, Technical Director of Jacka Resources Limited. Mr Wood is a qualified geophysicist with 20 years technical, commercial and management experience in exploration for, appraisal and development of oil and gas resources. Mr Wood has reviewed the results, procedures and data contained in this announcement. Mr Wood consents to the inclusion in this announcement of the matters based on the information in the form and context in which it appears. Mr. Wood is a member of the AAPG and SEG. Tangiers Petroleum: Pursuant to the requirements of the ASX Listing Rules Chapter 5, the technical information and resource reporting provided in this company update is based on and fairly represents information and supporting documentation that has been prepared and/or compiled by Brent Villemarette, Executive Director of Tangiers Petroleum Ltd. Mr Villemarette is a reservoir engineer with over 30 years experience in both domestic and international oil and gas industry. Mr Villemarette consents to the inclusion in this announcement of the matters based on the information in the form and context in which it appears. Mr Villemarette is a member of SPE. 19

20 Disclaimer This presentation has been prepared by Tangiers Petroleum Limited (Tangiers) and Jacka Resources Limited (Jacka). Summary of information: This presentation contains general and background information about Tangiers and Jacka s activities current as at the date of the presentation and should not be considered to be comprehensive or to comprise all the information that an investor should consider when making an investment decision. The information is provided in summary form, has not been independently verified, and should not be considered to be comprehensive or complete. Neither of Tangiers or Jacka is responsible for providing updated information and assumes no responsibility to do so. Disclaimer: Each of Tangiers and Jacka and their related bodies corporate, and each of their respective directors, agents, officers, employees and advisers, expressly disclaim to the maximum extent permitted by law all liabilities (however caused, including negligence) in respect of, make no representations regarding, and take no responsibility for, any part of this presentation and make no representation or warranty as to the currency, accuracy, reliability or completeness of any information, statements, opinions, conclusions or representations contained in this presentation. In particular, this presentation does not constitute, and shall not be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of Tangiers or Jacka or the combined entity if the transaction the subject of the presentation is successful. Forward looking statements: This presentation includes both information that is historical in character and information that consists of forward looking statements. Forward looking statements are based on current expectations of future results or events. The forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results, timing, or events to differ materially from the expectations described in such forward looking statements. Those risks and uncertainties include factors and risks which are outside of Tangiers and Jacka s control, including factors and risks that are specific to the petroleum industry as well as matters such as general economic conditions. While Tangiers and Jacka believe that the expectations reflected in the forward looking statements in this presentation are reasonable, neither Tangiers nor Jacka nor any of their respective directors or any other person named in the presentation can provide any assurance that such expectations will prove to be correct or that implied results will be achieved. These forward looking statements do not constitute any representation as to future performance and should not be relied upon as financial advice of any nature. Any forward looking statement contained in this document is qualified by this cautionary statement. Not financial product advice: This presentation is not financial product, investment advice or a recommendation to acquire Tangiers or Jacka securities, and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. Neither of Tangiers or Jacka is licensed to provide financial product advice in respect of its securities or any other financial products. Each of Tangiers and Jacka assume that the recipient is capable of making its own independent assessment, without reliance on this document, of all publicly available information and any potential investment and will conduct its own investigation. Monetary values: Unless otherwise stated, all dollar values are in Australian dollars (A$). The information in this presentation remains subject to change without notice. 20