Atrush Exceeds 50m Barrels Production

By John Lee.

ShaMaran Petroleum has announce that the Atrush block in Iraqi Kurdistan has surpassed the cumulative oil production milestone of 50 million barrels since its first oil in July 2017.

Dr. Adel Chaouch, President and Chief Executive Officer of ShaMaran, commented:

"This significant operational achievement is noteworthy as the production milestone has been achieved notwithstanding 2020's significantly reduced development program due to the global pandemic and collapse of world crude oil prices.

"This demonstrates that the Atrush joint venture has the ability to successfully navigate through the Kurdistan oil industry's difficult as well as good times."

(Source: ShaMaran Petroleum)

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Khor Mor gets $250m Financing from DFC

Pearl Petroleum, the consortium led by Dana Gas and Crescent Petroleum of the UAE, has signed a $250 million financing agreement with the U.S. International Development Finance Corporation (DFC) to support the gas expansion works currently under way at the Khor Mor gas plant in the Kurdistan Region of Iraq (KRI).

DFC is the development finance arm of the U.S government and proceeds from the 7-year DFC financing will support an increase in gas production capacity by 50% to 690 million standard cubic feet (scf)/day to meet rising demand for clean natural gas for electricity generation and industry in the KRI. The total project cost is $630 million and the remaining financing has already been secured through a regional bank facility and the EPC contractor.

The KM-250 project is the first stage of a two-train expansion project at Khor Mor that aims to boost total production capacity to approach 1 billion scf/day. Work resumed in April 2021 after onsite construction was halted last year due to the COVID pandemic and is currently on track for completion by April 2023.

Total investment by Pearl Petroleum at Khor Mor to date exceeds US$2.1 billion with total cumulative production of over 341 million barrels of oil equivalent (boe) in natural gas and liquids. The uninterrupted supply of gas to power plants in Erbil, Chemchemal and Bazian has resulted in significant fuel cost savings and economic benefits for the Kurdistan Region and Iraq as a whole.

The gas produced to date has enabled emissions savings of 42 million tonnes of CO2 by displacing diesel fuel in power generation in the KRI, thereby making a major contribution to reducing greenhouse gas emissions and local air pollution in the region as well as supporting the transition to better energy sources to tackle global climate change.

Between 2018 and 2021, the Khor Mor Gas Plant also benefitted from a 45% production increase through an optimization of the facility bringing current total production to 106,000 barrels of oil equivalent per day (boepd). The project is today the largest regional private sector upstream gas operation in Iraq.

Mr. Majid Jafar (pictured), CEO of Crescent Petroleum and Board Managing Director of Dana Gas, commented:

"This financing agreement with DFC underscores the importance of developing the natural gas resources in the KRI to support regional economic development and growth. Despite the global challenges presented by the COVID pandemic, we have continued to maintain our record of uninterrupted operations and even managed to grow production. The DFC agreement is a testament to our successful track record and further highlights the potential of these resources and the bright future for the KRI."

Dr. Patrick Allman-Ward, CEO of Dana Gas, added:

"With our partners in Pearl Petroleum we are proud to be further developing the gas sector of the Kurdistan Region of Iraq, delivering expanded supply of cleaner energy, and supporting local economic development. This agreement underscores our continued confidence in the region and its long-term prospects."

Mr. Dev Jagadesan, Acting CEO of DFC, said:

"DFC's investment in the Khor Mor expansion will substantially increase access to energy for people all across the Kurdistan Region of Iraq. This highly developmental project represents the United States' continuing investment in the KRI."

In April 2007, Dana Gas and Crescent Petroleum entered into an agreement with the KRG for exclusive rights to appraise, develop, produce, market, and sell petroleum from the Khor Mor and Chemchemal fields in the KRI. Production from a newly built plant at Khor Mor began just 15 months later, in October 2008, an industry record. In 2009, Pearl Petroleum was formed as a consortium with Dana Gas and Crescent Petroleum as the majority shareholders, and with OMV, MOL, and RWE joining the consortium subsequently with a 10% share each.

Full-time staff at the operation number over 500, with over 85% local staff, including many in senior management positions. The companies have implemented a corporate social responsibility program to support local communities with equipment and supplies to deal with the COVID pandemic such as ventilators, sanitizers and protection equipment, in addition to a pledge to donate 100,000 vaccines to be administered in those local communities. This is in addition to ongoing support with local education, health and power supply as well as humanitarian aid for persons displaced from conflict zones as well as orphans. These initiatives assist the local communities in improving their standard of living, health, well-being, security and stability and the development of human capital.

(Source: Dana Gas)

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GKP Shares Rally on Half-Year Results

By John Lee.

Shares in Gulf Keystone Petroleum (GKP), a leading independent operator and producer in the Kurdistan Region of Iraq, were trading 12 percent higher today after the company announced its results for the half year ended 30 June 2021.

Jon Harris (pictured), Gulf Keystone's Chief Executive Officer, said:

"I am pleased to report strong operational and financial performance in the first half of 2021, despite the continuing challenges of the COVID-19 pandemic. Our leverage to the recovery in oil prices, combined with safe and reliable production towards the top end of our guidance range and a continued sharp focus on costs, has resulted in significant cash flow generation. With continued strong production performance from the Shaikan Field, we are tightening the 2021 production guidance range to 42,000 - 44,000 bopd.

"We continue to deliver against our commitment to balance investment in growth and returns to shareholders. Today, we are pleased to declare an interim dividend for 2021 of $50 million, bringing total dividends this year to $100 million.

"The early restart of the drilling campaign in June enables us to maintain production growth momentum and to drill an additional well, SH-G, in 2021 after completion of SH-14, the final well in the 55,000 bopd investment programme. SH-14 is expected to come onstream in Q4 2021, while we expect SH-G to come onstream in Q1 2022.

"We continue to work closely with the MNR and our partner on the preparation of the Shaikan FDP and expect to submit the FDP to the MNR in Q4 2021 for approval."

Highlights to 30 June 2021 and post reporting period

Operational

  • Remain focused on safe and reliable operations with No Lost Time Incident ("LTI") recorded for over 600 days and no recordable incidents for around 550 days
  • Continuing to manage the challenges presented by COVID-19 to protect the health of staff and contractors
  • Strong average gross 2021 production to 31 August 2021 of c.42,900 bopd, up 18% from the corresponding period in 2020 and towards the top end of 2021 guidance; gross production on 31 August 2021 was 42,842 bopd
  • Drilling activities progressing well following early restart in June; SH-13 expected to come onstream imminently ; drilling of SH-14 underway with completion and hook-up expected in Q4 2021
  • Capitalising on early restart of drilling and opportunity to maintain a continuous drilling programme, planning to spud SH-G in Q4 2021, after completion of SH-14. SH-G is expected to commence production in Q1 2022
  • SH-G, the first well after the 55,000 bopd expansion programme, is an opportunity to maintain growth and momentum while we prepare the Shaikan Field Development Plan ("FDP")
  • Completed debottlenecking of PF-2, increasing total field processing capacity to c.57,500 bopd

Financial

  • H1 2021 revenue up 162% to $130.7 million (H1 2020: $49.9m) contributing to a return to profit after tax of $64.8 million (H1 2020: $33.1 million loss)
  • Adjusted H1 2021 EBITDA of $93.8 million, more than triple $27.5 million in H1 2020, driven by the Company's strong leverage to the recovery in oil prices, increase in production and low-cost base:
    • Realised price up 129% to $43.7/bbl (H1 2020: $19.1/bbl)
    • H1 2021 gross average production up 17% to 43,516 bopd (H1 2020: 37,159 bopd)
    • H1 2021 gross Opex per barrel of $2.4/bbl, below 2021 guidance range of $2.5-$2.9/bbl
  • Net Capex of $14.1 million (H1 2020: $38.5 million), with the restart of the 55,000 bopd expansion programme
  • Total dividends of $50 million paid to date, including an annual dividend of $25 million and a special dividend of $25 million
  • Robust cash balance of $177.4 million at 1 September 2021

Outlook 

  • Tightening 2021 average gross production guidance range from 40,000 - 44,000 bopd to 42,000 - 44,000 bopd
  • Maintaining 2021 gross Opex per barrel guidance of $2.5 to $2.9/bbl
  • The addition of SH-G increases 2021 net Capex guidance from $55-$65 million to $75-$85 million
  • With continued constructive engagement with the Ministry of Natural Resources ("MNR") and the Company's partner Kalegran B.V. (a subsidiary of MOL Hungarian Oil & Gas plc) ("MOL"), Gulf Keystone is expecting to submit an FDP in Q4 2021 to the MNR for approval
    • The FDP includes the continued ramp-up of Jurassic oil production, appraisal of the Triassic reservoir and a Gas Management Plan
    • We continue to optimise the scope, schedule and cost of the FDP
  • Developing Gulf Keystone's sustainability strategy, with the primary environmental focus on more than halving CO2 per barrel by 2025 by eliminating flaring
  • In line with the Company's strategy of balancing investment in growth and returns to shareholders, Gulf Keystone is pleased to declare an interim dividend for 2021. The 2021 interim dividend is $50 million to be paid on 8 October 2021 based on a record date of 24 September 2021
  • Following payment of the interim dividend, the Company will have distributed $100 million of dividends in 2021
  • With continuing strong oil prices and cash flow generation, there may be opportunities to consider further distributions to shareholders and to optimise the capital structure

More here.

(Sources: GKP, Yahoo!)

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Shares in Genel Energy fall as KRG to Terminate Contracts

By John Lee.

Shares in Genel Energy fell more than 15 percent in mid-morning trading after the company announced that the Kurdistan Regional Government (KRG) intends to terminate its contracts at Bina Bawi and Miran.

In a statement, the company said:

"Genel has received notice from the Ministry of Natural Resources of the Kurdistan Regional Government ('KRG') of its intention to terminate the Bina Bawi and Miran PSCs. 

"Genel believes that the KRG has no grounds for issuing its notices of intention to terminate. 

"Genel wishes to continue operations under the PSCs and to work with the KRG on the development of these fields. However, Genel will take steps to protect its rights under the PSCs and, if necessary, seek compensation, including for its material investment. As a first step, Genel intends to issue notice of dispute to the KRG under each PSC, contesting the right of the KRG to issue any such termination notice and, in doing so, trigger an obligation to hold good faith negotiations to resolve this matter promptly and without the need for either party to refer the matter to international arbitration.

"As stated at our half-year results, Genel has found it difficult to engage the KRG under the PSCs to obtain the necessary approvals to proceed with the development of the assets, and every effort has been made to obtain these so that the projects can be progressed. Genel had earlier reached a commercial understanding with the KRG in September 2019 to develop the fields using a staged and integrated oil and gas development concept. In the course of those negotiations leading to updated terms of the parties' agreements, the KRG confirmed to Genel that it would not serve notice of intention to terminate the PSCs while these negotiations remain ongoing. Genel has subsequently prepared and submitted proposals to the KRG, which honoured the terms agreed in September 2019, each of which would have resulted in the progression of development of the assets."

(Sources: Genel Energy, Yahoo!)

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Young Female Entrepreneur strives to Transform Medical Sector

From the International Labour Organization (ILO). Re-published with permission by Iraq Business News.

Young female entrepreneur strives to transform the medical sector in the Kurdistan Region of Iraq

Twenty-five-year-old Nasreen Hassan has been working for years on a business idea that will help hospitals and medical centres in the Kurdistan Region of Iraq improve and maintain their medical equipment.

Having witnessed years of conflict, Nasreen says that she wants to do her part in saving and improving the lives of women, men and children, especially in light of the current worldwide pandemic. "The number of weapons and rockets outnumber medical equipment," said Nasreen. "And I want to correct this."

"Just think about what will make the world better, not only for you, but for everyone around you," said Nasreen. "For me, I want to produce, install and provide maintenance for medical machinery locally. This will help create jobs for young people and open new opportunities for many."

"But most importantly, it will save and improve lives."

Unable to pursue a degree in medical engineering, the IT graduate recently joined the ILO's Start Your Business (SYB) training programme in Iraq, aimed at giving her the knowledge and tools needed to set up her business.

Start Your Business is part of the wider Start and Improve Your Business (SIYB)  training package designed to respond to the progressive stages of business development. The training in Iraq aims to support young refugees, internally displaced people, and vulnerable host community members who are interested in setting up their own small businesses or improving existing ones.

Nasreen and 140 other potential entrepreneurs joined a six-day intensive training in Dohuk in July 2021, that centred on nine courses designed to enhance their readiness to start a business, prepare their business plan and evaluate its viability .

"The most beneficial part of the training was the business plan, even though I already had some knowledge on the subject, but not in such detail or depth," said Nasreen. "From the first day of the training with the ILO, I have been working on my business plan, one step at a time. I have been revising it and adding new ideas on the way, because the more we moved forward with the training, the more our ideas expanded, reflecting the reality more and more."

The training is part of efforts being implemented by the ILO under the "Partnership for improving prospects for forcibly displaced persons and host communities," also known as PROSPECTS , a multi-agency programme supported by the Government of the Netherlands.

For the ILO one of the key areas of focus of PROSPECTS in Iraq is to support youth to transition from learning and skills development to decent work, through a range of wage employment and self-employment interventions, in collaboration with other PROSPECTS partners, including UNICEF.

This includes training trainers from different organizations  on ILO's training package, including banks and microfinance institutions, trainers from UNICEF-supported youth centres, and local NGOs supporting Small and Medium Enterprises. It also involves referring youth (including Nasreen who recently received life skills training through ACTED at a UNICEF-supported youth centre) to the ILO for further support.

The programme will also link some of the trained youth with access to affordable financial services, to help them start up their businesses and establish a decent livelihood. This is part of an initiative implemented in partnership with the Central Bank of Iraq  that was launched in March 2021.

For Nasreen, there are many hurdles to overcome and training opportunities to pursue. Yet despite the long journey ahead, she is determined to see her business plan come to life.

"I need financial support and I need more training, which will help me reach a stage where I have the technical know-how on establishing my business, even if it takes twenty years," said Nasreen. "I would like to say to other young people in my position that they should also pursue their goals; whether in terms of studying or employment. Don't let anything get in your way."

PROSPECTS is a strategic four-year global partnership that supports host communities and displaced populations in eight countries across East and North Africa and the Arab States and which also includes the International Finance Corporation (IFC), the World Bank (WB) and the United Nations High Commissioner for Refugees (UNHCR).

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KRG Approves DNO Purchase of Exxon Stake in Baeshiqa

By John Lee.

DNO ASA, the Norwegian oil and gas operator, today announced that the Kurdistan Regional Government has approved the Company's acquisition of ExxonMobil's remaining 32 percent interest in the Baeshiqa license, doubling DNO's stake.

In parallel, commerciality has been declared on the license with plans submitted for fast-track development including early production from previously drilled but suspended wells.

DNO has already demonstrated proof of concept of producing these wells through temporary test facilities, having trucked some 15,000 barrels of 40 degree API and 22 degree API oil for export in 2019 and 2020 from the Baeshiqa-2 and Zartik-1 discovery wells.

Following the transaction, the joint venture comprises DNO as operator with a 64 percent (80 percent paying) interest, the Turkish Energy Company (TEC) with a 16 percent (20 percent paying) interest and the Kurdistan Regional Government with a 20 percent carried interest.

Bijan Mossavar-Rahmani, DNO's Executive Chairman, said:

"This acquisition and plans for fast-track development underscore our belief in the potential of the Baeshiqa license and more broadly our long-term commitment to Kurdistan.

"Once we get the green light from the authorities to proceed, first production will be a matter of months rather than years."

DNO's 3,204 meters discovery well, Baeshiqa-2, tested hydrocarbons to surface from multiple stacked Jurassic and Triassic zones. Two zones flowed naturally at rates averaging over 3,000 barrels of oil per day (bopd) of light gravity oil each and another averaged over 1,000 bopd also of light gravity oil. DNO drilled Zartik-1, the second discovery well, 16 kilometers to the southeast of Baeshiqa-2, to a depth of 3,021 meters. This well tested hydrocarbons to surface from several Jurassic zones, with one zone flowing naturally at rates averaging 2,000 bopd of medium gravity oil.

DNO acquired its first 32 percent interest and assumed operatorship of the Baeshiqa license from ExxonMobil in 2018. As consideration for both acquisitions DNO has covered ExxonMobil's share of exploration costs since January 2019 and the seller will receive payment of USD 15 million.

In addition to the 327-square kilometer Baeshiqa license, DNO operates the Tawke license containing the Tawke and Peshkabir fields in Kurdistan. Combined production from these fields averaged 110,300 bopd in the second quarter of 2021.

(Source: DNO)

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KRG Bureaucracy Delays DNO Investment

DNO ASA, the Norwegian oil and gas operator, has reported operating profit of USD 61 million in the quarter ending 30 June 2021, its second consecutive profitable quarter since the onset of the COVID pandemic. Revenues totaled USD 184 million, up USD 14 million from the previous quarter, as higher oil and gas prices more than compensated for lower North Sea volumes sold.

Gross operated production at the Company's flagship Tawke license in Kurdistan averaged 110,300 barrels of oil per day (bopd) in the second quarter, of which the Peshkabir field contributed 63,000 bopd and the Tawke field 47,300 bopd. Of the total, 82,700 bopd were net to DNO's interest during the quarter.

DNO's North Sea net production dropped to 9,900 barrels of oil equivalent per day (boepd) in the second quarter, primarily due to planned summer maintenance shutdowns at Marulk and Alve and infill drilling at Ula and Tambar. The Company expects the North Sea contribution to average 13,000 boepd for the year.

In the wake of an ongoing reorganization of Kurdistan's Ministry of Natural Resources, the Company has experienced extended delays to the final approval of its 2021 Tawke field work program and budget as well as to the approvals necessary to fast track early production from the Baeshiqa license. The delays are expected to defer USD 50 million in 2021 DNO net spending in Kurdistan which could have generated up to 15,000 bopd gross production across DNO's three operated fields (Tawke, Peshkabir and Baeshiqa) going into 2022.

With no new wells coming on production at the Tawke field in more than a year, the natural production decline has been partially offset by pressure support from reinjection of over 20 million cubic feet of gas per day from the Peshkabir field in addition to workovers and interventions of existing wells.

"We are eager to invest and produce more oil in Kurdistan," said DNO's executive chairman Bijan Mossavar-Rahmani. "In nearly two decades of operations in Kurdistan, DNO has confronted and overcome multiple challenges and we are well positioned to continue to do so," he added.

In the North Sea, DNO maintains an active drilling program in 2021, including two appraisal wells on previous discoveries and three exploration wells, the first of which has been drilled leading to a discovery. In addition, the Company plans 10 development wells this year.

Recently, the DNO-operated Brasse project selected the Equinor-operated Oseberg facilities as the preferred development host. With total field reserves of 35 million boe and a relatively modest topside construction scope on Oseberg, Brasse has robust project economics based on a 2022 project sanction target.

With an operational cash flow of USD 160 million, an increase of 135 percent from the first quarter, the Company reduced its bond debt to USD 700 million through a USD 100 million partial bond redemption. DNO exited the quarter with a net interest-bearing debt of USD 396 million, the lowest level since yearend 2018.

DNO received USD 159 million in the second quarter from Kurdistan, up from USD 75 million in the first quarter of 2021. Additional payments this week bring the total 2021 receipts from Kurdistan to USD 290 million year-to-date. The arrears built up as a result of Kurdistan's withholding of payment of certain invoices to DNO in 2019 and 2020 total USD 214 million, excluding any interest.

(Source: DNO)

The post KRG Bureaucracy Delays DNO Investment first appeared on Iraq Business News.

Dana Gas Expansion Plans “Well Underway” in Kurdistan

By John Lee.

Dana Gas PJSC announced that its H1 2021 collections from the Kurdistan Region of Iraq (KRI), and Egypt have increased 106% year-on-year to $185 million (AED 678m), the highest level in more than five years.

Dana Gas, which owns a 35% stake in Pearl Petroleum, saw its share of collections from sales of condensate, LPG and gas in the KRI jump 85% to $87 million in the first half 2021 as compared to $47 million in the same period the previous year.

The Company received cash dividends of $48.3 million from Pearl Petroleum over this period. For the same period, the Dana Gas share of Pearl Revenue was $87 million, EBITDA $74 million, Net Income $57.4 million, Cash Balances $61 million and Gross Debt $93 million.

The Company share of total KM 250 expansion CAPEX is $220 million, which will be funded at the Pearl level. Dana Gas share of Pearl Petroleum production for the first half 2021 averaged 150 MMscf/d of gas, 5,250 bbls/d condensate and 350 MT/d of LPG.

In Egypt, Dana Gas collected $98 million during H1 2021, compared to $43 million received in the same period of 2020, representing a 128% increase.

Dr Patrick Allman-Ward, CEO of Dana Gas, said:

"This is one of our best collection periods in the past several years, driven and supported by the strong rebound in oil prices. The respective governments of both the KRI and Egypt are meeting their payment obligations, ensuring the petroleum industry investors are receiving their current monies on time and catching up on overdue payments.

"This provides us with the confidence to reinvest in our operations, notably in the KRI where our expansion plans are well underway. We are in the process of constructing our new KM250 gas train which is on track for first gas in Q2 2023. In Egypt, we continue to work diligently to maintain production and to prepare for drilling our exciting exploration well in our offshore Block 6 Concession Area which holds material potential of over 20 Tcf of gas resources."

(Source: Dana Gas)

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Iraq’s Kurdistan Region detects first case of Delta Variant

By Al Monitor staff. Any opinions expressed here are those of the author(s) and do not necessarily reflect the views of Iraq Business News.

Iraq's Kurdistan Region detects first case of Delta Variant

Several Middle Eastern governments have instituted measures aimed at mitigating the spread of COVID-19 variants recently.

Click here to read the full article.

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ShaMaran Increases Stake in Sarsang Contract

By John Lee.

ShaMaran Petroleum has announced that it has signed an agreement with a subsidiary of French major TotalEnergies S.E. to acquire its affiliate (TEPKRI Sarsang A/S) holding an 18% non-operated participating interest in the Sarsang Production Sharing Contract in the Kurdistan Region of Iraq for an initial consideration of USD 155 million plus working capital adjustments amounting to USD 14.2 million as of January 1, 2021.

Shares in the company were up 16 percent on the news.

An additional contingent consideration of USD 15 million is payable in the future as more fully described below.  The Acquisition is transformative to ShaMaran's production, reserves and financial profile and delivers on the Company's focused and disciplined strategy for growth by targeting this opportunity that is accretive to the Company, its shareholders and its bondholders.

HIGHLIGHTS

The Acquisition:

  • Adds immediate incremental participating interest production of approximately 5,000 bopd of light crude oil;
  • Is expected to double ShaMaran's Q2 2021 average net production of 11,090 bopd following the completion of the processing facility expansion at Swara Tika field by mid-2022;
  • Enhances ShaMaran's oil reserves through the addition of high API and low sulphur oil that achieves a low discount to Brent; and
  • Provides a low cost structure with life-of-field operating expenditure anticipated to be approximately USD 5.60/boe.

The Sarsang block is on the northern border of the Company's Atrush block and is comprised of two producing fields: Swara Tika and East Swara Tika.  At Swara Tika, an expansion project is well underway with the addition of a new 25,000 bpd processing facility which is expected to lift gross production to approximately 50,000 bopd by mid-2022. Through the Acquisition, ShaMaran will add strong cash flow and a production growth trajectory underpinned by its interests in two cash-positive PSCs with three producing fields in the same vicinity.

Following a successful closing of the Acquisition, the Company's Q2 2021 average net production of 11,090 bopd is expected to double in second half of 2022 after the facility expansion at Swara Tika is completed. Additionally, the Sarsang crude is of high quality and enjoys one of the lowest price discounts to Brent in Kurdistan. In connection with the new facility being commissioned by mid-2022, the Sarsang block will also be connected to the Atrush feeder pipeline for future pipeline export and will thereby have a permanent pipeline connection to the export market.

The Acquisition is highly accretive and transformative to ShaMaran as it grows from a single asset company to a multi-field producer and paves the way for future growth opportunities for ShaMaran.

ShaMaran's President and Chief Executive, Dr. Adel Chaouch, said:

"We are delighted that we have agreed the acquisition of the TotalEnergies' non-operating interest in Sarsang, a high-quality producing asset with strong operational and financial fit to ShaMaran's business. This is a strategic transaction for ShaMaran delivering value to equity and debt holders and strengthening the financial profile of the Company.

"Upon completion, this acquisition will add immediate material production and cash flow to ShaMaran and will provide significant value enhancement. It demonstrates our continued commitment to Kurdistan and diversifies our existing production base.

"Sarsang has an attractive discovered reserves base with a strong track record of safety and sustained production.  As a neighboring field to the Atrush field, becoming a partner in the Sarsang field presents opportunities for potential integration synergies with Atrush operations.

"We would like to thank TotalEnergies for their commitment in the negotiations of this acquisition and look forward to a constructive partnership in the future with the Sarsang operator, as well as a continued and trusted relationship with the Kurdistan Regional Government of Iraq."

TRANSACTION DETAILS

ShaMaran has agreed to acquire 100% of the shares of TEPKRI Sarsang A/S ("TEPKRI"), a subsidiary of TotalEnergies, which holds an 18% non-operated participating interest in the Sarsang PSC.  The Acquisition has an effective date of January 1, 2021.

ShaMaran will pay an initial consideration of USD 155 million upon closing of the Acquisition before working capital and related adjustments and an additional contingent consideration of USD 15 million in the future, as follows:

  • The initial consideration of USD 155 million is divided into (i) an upfront cash payment of USD 135 million payable upon closing and (ii) a deferred consideration of USD 20 million structured as a vendor finance in the form of a 5.5% convertible promissory note issued to a subsidiary of TotalEnergies with a 12-months' maturity from the date of closing.
  • An additional contingent consideration of USD 15 million is payable in the future upon (i) cumulative gross production from the Sarsang PSC reaching 130 MMbbls and (ii) subject to Brent crude oil prices averaging at least USD 60/bbl for a twelve months' period.

ShaMaran expects to receive significant positive cash flow upon closing of the Acquisition based on 2021 cash flows at current oil prices.

The Company intends to finance the Acquisition through the issue of new debt, equity and by utilizing the Company's cash balance.

The "change of control" of TEPKRI resulting from the Acquisition is subject to regulatory and exchange approvals in Canada, the Kurdistan Region and Sweden.

DEBT FINANCING

The Company intends to issue an up to USD 300 million new 4-year bond to refinance existing debt and raise new capital for the Acquisition.  Subject to the closing of the Acquisition, USD 175 million of the currently outstanding USD 180 million ShaMaran 2023 bond (after the USD 5 million repayment due in late 2021) will exchange at 102% of par into the proposed new bond at par value.  In aggregate, USD 185.7 million (including the USD 7.2 million amount described below) will be issued to refinance the existing debt into the new bond upon closing of the Acquisition and up to USD 114.3 million will be issued for cash to finance the Acquisition and other general corporate purposes. Cash proceeds from the new bond will be placed in an escrow account and only released upon satisfaction of the closing conditions to the Acquisition.  The existing debt that is proposed to be refinanced into the new bond includes USD 7.2 million of the total USD 22.8 million debt currently owed by the Company to Nemesia S.à.r.l. (a private company ultimately controlled by a trust the settlor of which is the Estate of the late Adolf H. Lundin) ("Nemesia").  The USD 15.6 million balance will remain outstanding as described below.

The Company and its advisors have engaged with a majority of bondholders that prior to the date of this news release have pre-committed to vote in favour of the conditional refinancing of the existing bond through a written summons and resolutions, as well as necessary waivers for the issuance of the new bond and other financial matters relating to the existing bond.

The Company has also obtained strong interest for the contemplated new bond from a group of existing and new bond investors.  Book-building for the contemplated bond will be launched imminently together with a summons for written resolution to refinance the existing outstanding bond conditional on closing of the Acquisition.

EQUITY FINANCING

The Company intends to raise USD 30 million of additional equity capital to fund the Acquisition, which the Lundin family, as ShaMaran's largest shareholder, has agreed to support by Nemesia providing a USD 30 million equity underwriting.  The new equity is expected to be issued through a rights issue in eligible jurisdictions in connection with the Acquisition in order to provide all shareholders to whom subscription rights may be lawfully issued with a proportionately equal opportunity to participate.

Further information on the contemplated rights offering will be announced in due course.  The offering will be conditional on, inter alia, approval of the Acquisition by the TSX Venture Exchange, the approval of the Kurdistan Regional Government ("KRG"), the filing of a rights offering circular or prospectus in Canada and in Sweden and other regulatory approvals.  It is anticipated that the rights offering would be commenced as soon as practicable following receipt of KRG approval for the Acquisition.

The Lundin family underwriting will be by way of a stand-by commitment, meeting the requirements of applicable securities laws, to acquire shares not subscribed for by others pursuant to subscription rights issued in the offering.

(Source: Shamaran)

The post ShaMaran Increases Stake in Sarsang Contract first appeared on Iraq Business News.