PRD Predator Oil & Gas Holdings Plc

FOR IMMEDIATE RELEASE

18 February 2025

       Predator Oil & Gas Holdings Plc / Index: LSE / Epic: PRD / Sector: Oil & Gas

Predator Oil & Gas Holdings Plc

("Predator" or the "Company" and together with its subsidiaries "the Group")

                  Acquisition of Challenger Energy's business, assets

                             and operations in Trinidad and Tobago.

Highlights

·    Production revenues support and accelerate plans for drilling Snowcap-3

·    Snowcap-3 targeting 2C 1.4M and 2P 12.91M barrels of oil

·    Management confident it can increase current average production of 272 bopd

·    Up to 100% increase in production in a single well in Inniss-Trinity with

unconventional CO2 EOR reducing oil viscosity

·    Already identified high-value conventional targets for workover and SGN chemical wax treatment to lower oil viscosities

Predator Oil & Gas Holdings Plc (LSE:PRD), the Jersey-based Oil and Gas Company with near-term hydrocarbon operations and production focussed on Morocco and Trinidad, is pleased to announce that it has entered into a transaction with Challenger Energy ("CEG") for the acquisition of its St Lucia domiciled subsidiary company, Columbus Energy (St. Lucia) Limited ("CEG Trinidad"), which in turn holds various subsidiary entities collectively representing all of the CEG's business, producing assets and operations in Trinidad and Tobago.

Caribbean Rex Limited ("CRL"), 51% owned by the Company's wholly owned subsidiary T-Rex Resources (Trinidad) Limited ("T-Rex"), is making the acquisition to facilitate, if warranted, the amalgamation and consolidation in the future of tax losses in CEG Trinidad with the tax losses in T-Rex.

CRL is 49% owned by the West Indian Energy Group Limited ("WIEGL") a local company with proven experience in increasing production from existing onshore fields.

The three producing fields that are being acquired are Goudron, Inniss Trinity and Icacos and are currently averaging 272 bopd of production and are held under an Enhanced Production Sharing Contract ("EPSC") with Heritage Petroleum and in the case of Icacos, under a Ministry of Energy and Energy Industries private mining licence.

Business development rationale

·    Acquiring existing operations allows the Company to potentially accelerate the drilling of the Snowcap-3 development and appraisal well, which will target 2C oil resources of 1.4M barrels in the reservoir being restored to production by the Snowcap-1 well workover and 2P oil resources of 12.91M barrels from deeper reservoirs equivalent to those in the adjacent Moruga West field formerly operated by BP

·    The fixed assets (inclusive of workover rigs, plant equipment, storage tanks, vacuum truck, separator and production machinery) that form part of the CEG Trinidad assets shall be utilised over all of the T-Rex Assets, without additional costs, thus creating efficient synergies and economies of scale

·    Management is also very familiar with the Inniss-Trinity field as a consequence of its CO2 EOR pilot project which enhanced oil production by up to 100% in a pilot CO2 EOR well. Several existing opportunities to increase conventional field production were previously identified by management

·    The Company is confident that the application of informed subsurface geological understanding combined with the patented SGN Technology for chemical wax treatment, presently being prepared for the Jacobin-1 workover in the Cory Moruga licence, will enhance production throughout the portfolio of producing assets being acquired

·    The Company's management will work together with the highly experienced local operational staff and its preferred service contractors to merge their expertise so as to implement targeted field operations for higher reward outcomes and to lower operating and administrative costs across its portfolio of assets as it gears up to drill Snowcap-3. It alleviates the need for additional staffing for the development and commercialisation of the Cory Moruga field and to enhance production in the Bonasse field

·    Enhanced production achieves a better utilisation of consolidated tax losses 

Consideration              

·    an initial deposit of $250,000 - this has been satisfied via the issuance to CEG of 4,411,641 unrestricted Predator shares ("the Deposit Shares")

·    $750,000 payable on completion - $250,000 in cash and $500,000 via the issuance of unrestricted Predator shares (the number of Predator shares to be issued to be determined based on the prevailing exchange rate and market price of Predator shares at the time of completion)

·    deferred unconditional consideration payments of $750,000, payable in cash, in three instalments of $250,000, on each of 31 December 2025, 2026, and 2027

·    the assumption by CRL of all liabilities, provisions and potential exposures of the business, assets and operations in Trinidad and Tobago (the "Legacy Liabilities"), which for the purposes of the sale agreement were agreed to be in the amount of $4.25 million

CRL's shareholder WIEGL will separately assume the Legacy Liabilities for an interim period of 12 months from the Closing Date (the "Interim Period") after which WIEGL and T-Rex will meet to negotiate new terms going forward that will consider the anticipated enhanced production from the assets being acquired during the Interim Period.

WIEGL shall have the right to acquire additional shares in the business, assets and operations in Trinidad and Tobago from CRL in the event there is a change of control of Predator Oil & Gas Holdings Plc ("POGHL"). The consideration shall be the pro-rated value of two times CRL's gross capital investment in further developing the assets up until the date of any change of control of POGHL (the "COC Date") and a pro rata royalty equal to 10% of enhanced oil production over a base line of 400 bopd to commence from the COC Date and to continue for a period of 5 years thereafter.

·    contingent payments of up to $2 million, at the rate of $2 per barrel of oil produced by the assets sold in the period to 31 December 2027, but only for production exceeding 750 bopd, and only after capital costs incurred by the Buyer in support of that increased production are first recovered by the Buyer from production

·    The consideration represents a total transaction value to CEG Trinidad of up to $8M depending on contingent payments being realised

·    Completion is dependent upon the approval of Heritage Petroleum for the indirect change of ownership interests in the EPSC's. CRL shall immediately begin to commence the process of securing approval from Heritage

CEG will proceed to immediately convene an extraordinary general meeting ("EGM") of its shareholders given that the Trinidad operations represent 100% of the CEG's present revenue, in accordance with the AIM rules, requiring prior approval of the Company's shareholders for the disposal being required.

·    Completion of the sale is conditional on both approvals being obtained prior to 30 April 2025. If the sale does not complete for failure of the Heritage approval condition, the deposit will be forfeited; if the transaction does not complete because CEG shareholders do not approve the transaction, the deposit must be refunded.

Paul Griffiths, Chief Executive Officer of Predator Oil & Gas Holdings Plc commented:

"Today's announcement allows us to build the operational team, at no additional cost and funded by production revenues, to accelerate our plans to drill the high impact Snowcap-3 well, an appraisal to the Snowcap-1 oil discovery, targeting 2C and 2P oil resources of 1.4M and 12.91M barrels respectively"

Management is very confident that it can raise production significantly from the assets being acquired over the next 12 months by applying our know-how from our previous involvement in Inniss-Trinity, new chemical wax treatment technology and an integrated management structure to streamline the decision-making process.

This is an exciting development for the Company and our shareholders that is likely to lead to more high-value drilling and workover opportunities whilst not detracting from 

the Company's immediate focus on drilling for potentially large gas resources in Morocco. The Titanosaurus MOU-5 drilling  is currently scheduled to commence on or before 3 March 2025."

Admission, Settlement and Dealings in the new Placing Shares

Application is being made for the Deposit Shares to be admitted to the Official List and to trading on the Main Market of the London Stock Exchange ("Admission") which is expected to be on or around 21 February 2025.

The rights attaching to the Deposit Shares will be uniform in all respects and all of the Deposit Shares will rank pari passu, and form a single class for all purposes with, the existing issued shares of no par value in the Company.

Total Voting Rights

Following Admission, the Company has  ordinary shares of no par value in issue, each with one vote per share (and none of which are held in treasury). The total number of voting rights in the Company is therefore 666,286,395 This figure of 666,286,395 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed.

Follow the Company on X @PredatorOilGas.

This announcement contains inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 on market abuse.

For more information please visit the Company's website at:

www.predatoroilandgas.com:

Enquiries:

Notes to Editors:   

Predator is an oil & gas company with a diversified portfolio of scaled assets including unique and highly prospective onshore Moroccan gas exposure, with multiple fully financed upcoming catalysts.

Predator has an interesting gas project in Morocco with fast pace of commercialisation and significant upside. The Guercif project is a shallow CNG biogenic gas development with different traps and separate identified reservoirs. The Jurassic Titanosaurus is a shallow thermogenic gas prospect evaluating 249m of potential gross reservoir thickness in a trap of maximum closure of 187 km2 for pipeline gas to power, with pipeline 2.5km from wellhead.   Moroccan gas prices are high, and the fiscal terms are some of the best in the world.  Predator also has a diversified portfolio of assets across Ireland and Trinidad, which is a near-term revenue-generating project.

Predator has an experienced management team with particular knowledge in Moroccan sub surface and operations.  The team specialises in incorporating modern, proven technologies and processes from Canada and the US to provinces where the conventional technologies did not allow their hydrocarbon potential to be revealed.