Africa Oil Corp.

everyone my name is Nadia and will be your conference operator today at this time I would like to welcome everyone to the Africa oil Corp third quarter 2024 results management presentation all lines have been placed on mute to prevent any background noise after the speaker's remarks there will be the question and answer session if you would like to ask a question during this time simply press press star 1 1 on your telephone keypad if you would like to withdraw your question please press star 1 1 again Please know that at any time, participants on the webcast can submit the questions using the Q&A box on the webcast interface. Please note that this event is being recorded. The recording will be available for playback on the company's website. I would now like to pass the meeting to Mr. Shahin Amini, Africa Oil's Investor Relations Manager. Please go ahead, Mr. Amini.

Thank you, Operator. On behalf of management, I thank you for joining us today for our third quarter 2024 results presentation. We appreciate your interest and support. On the call today, we have President and Chief Executive Officer Roger Tucker, our Chief Financial Officer Pascal Nicodem, and our Chief Commercial Officer Oliver Cui. There will be a presentation for around 20 minutes before we go into the Q&A session. First, I would like to remind everyone that remarks made during this session are subject to forward-looking statements, which involve significant risk factors and assumptions, and these have been fully described in the company's continuous disclosure reports. The information discussed is made as of today's date and time, and Africa Oil assumes no obligation to update or revise this information to reflect new events or circumstances, except as required by law. The company's complete financial statements and related MDMAs are available on the company's website and on CDAR. I will now hand you over to Roger.

Thank you very much, Shaheen. So before we delve into the third quarter results, I want to discuss the positive developments toward the closing of the amalgamation deal to consolidate all of Prime in Africa Oil and to recall the merits of this transaction for the Africa Oil shareholders. We are making quick progress to completion, and I am very happy with the pace of the regulatory engagement with the Nigerian authorities. As we announced at the end of October, we have received the regulatory clearance to proceed with the transaction from NUPRC. This was initially considered to be the critical part item in the process, and thanks to a diligent and timely turnaround by NUPRC, we are now looking at a much shorter process. Also, earlier this week, we received the competition clearance from the Federal Commission and Consumer Commission of Nigeria. So together with the Africa Oil shareholder approval and the completion of the farm down of our Namibian assets, we have satisfied the main CPs for the completion of the prime deal. We have two remaining CPs, the approval from NASDAQ Stockholm and the reorganization of BTG Holding to affect the amalgamation and in turn complete the deal. These are both procedural and we now have a much greater control from the timing of the completion process. So I'm very confident to now guide you to a completion date by the end of Q1 2025. and possibly as early as the end of January to mid-February. Let's recall what Africa Oil shareholders received through this deal. And as the chart above shows, AOC shareholders will see substantial immediate upside in reserves, in production, and in free cash flows. Following the consolidation, they will gain a material increase in shareholder capital returns, We will double our reserves and production base in assets that we know very well. We are set to report substantially higher operating and free cash flow metrics. These will materially enhance our position relative to our peer group of companies. The enlarged AOC, following completion of this arrangement, will introduce a new shareholder returns program that will reward investors with a threefold increase in dividend distributions. Further, there is commitment in the returns policy to distribute 50% of excess free cash flow through additional dividends and or share buybacks. Now turning to the strategic benefits of the transaction. We know these midlife producing assets well and have great confidence in their remaining reserves. These are complemented with low risk, high return opportunities such as the Preahway development project that we have spoken to previously. As already noted, the deal is highly accretive on reserves, production, and cash flows for AOC shareholders. I must also highlight the vital advantage of gaining direct control of Prime's cash flows and balance sheets. There is scope to optimize and streamline operations, and in turn create value through synergies that can be gained through the consolidation. For instance, the merged financial resources and capital structures provide for us to optimize debt financing for the enlarged AOC. Our board understands that investors in this sector see capital returns. We will introduce a $100 million base dividend commitment plus a further promise of 50% of free cash flow net of base dividends. The compelling technical and financial merits of the deal are ultimately enablers for us to deliver on our shareholder returns commitment. In BTG, we gain a long-term, sophisticated and well-funded shareholder. We have a long-standing working relationship with BTG since we acquired our prime interest in January 2020. In effect, we are creating a highly differentiated and secure platform for disciplined growth. Now let's turn to the operational highlights in our report. Our first half 2024 production was impacted by the planned maintenance shutdown on the ACPO FBSO. With ACPO now back on stream and with the benefit of the ongoing infill drilling program, we achieved higher average daily production rates for Q3 2024. Working interest production averaged 17,900 barrels of oil equivalent per day, which was 13% higher than the average for Q2 2024. Post-period, we've seen even stronger performance with an average daily working interest production of approximately 18,100 barrels of oil per day, and net entitlement production of approximately 20,800 barrels of oil equivalent per day. For the remainder of 2024, there are no planned maintenance shutdowns. We expect to achieve full-year average daily production rates within the original management guidance range. In fact, for entitlement production, which drives revenues, we expect it to come in close to midpoint at the guidance range of 18,000 to 21,000 barrels of oil equivalent per day, which is unchanged. For working interest, we have narrowed the guidance range by lowering the upper end of the range by 1,000 barrels of oil equivalent per day to 18,500, but keeping the lower end of 16,500 the same. So for working interest, we also expect to come inside the original guidance range. I will now hand over to Pascal for the financial results highlights.

Thank you, Roger. So Prime continues to achieve superior brand pricing for its sales. During Q3, average sales prices were $80.8 per barrel compared to an average stated brand of $80.3 per barrel. And for the first nine months of the year, Prime has achieved an average sale price of $84.6 per barrel compared to an average stated brand of $82.7 per barrel. Prime is continuing to use its previously designed marketing and price risk strategy based mostly on the conditional for sales contracts with a trigger price mechanism. And this quarter, Prime has complemented this strategy with edging instruments. First, during the quarter, they have purchased an Asian put option for one million barrels at a strike price of $75 per barrel. valid for the period between January 2nd and March 31st, 2025. They have also entered into a zero premium Asian-dated brand color for one million barrels of oil, and the contract will protect Prime against price movement with a threshold of $75 per barrel and a cap of $90.85 per barrel for the period between the first of December 2024 and the 20th of February 2025. So considering our third quarter results, I must first address the non-cash impairment due to the re-evaluation of our current 50% shareholding in Prime. Recall that for the Prime consolidation, AOC agreed to issue shares to BTG for their 50% interest in Prime in the deal announced on the 24th June 2024. Now, due to the significant decrease in the Africa Oil share price between 24th of June and end of September 2024, the fair value of the existing 50% shareholding in prime decreased as the fair value considers the number of Africa Hold shares that were agreed in relation to the purchase of the additional interest in prime and the trading value of Africa Hold shares as this is an observable fair value input under IFRS accounting standards. At the end of the third quarter, The fair value of AOC's existing shareholding in prime was calculated to be $310 million, based on the implied value of the proposed reorganization, resulting in a non-cash impairment loss of the investment in prime of $305 million. The consideration under the proposed reorganization will be based on the share price and exchange rate as of the date of completion of the proposed reorganization and may therefore change materially compared to the fair value of $310 million at the end of the third quarter. This might therefore result in a recognition of additional impairment charges or the reversal of previously recognized impairment charges in future reporting periods based on the movement of the Africa oil share price and the USD Canadian dollars exchange rate between the end of the third quarter and the closing date of the transaction. It is important to reiterate that this is a non-cash impairment. AOC net adjusted income for third quarter, excluding the impact of this non-cash accounting exercise, is $25.3 million, which compares to the Q3 2023 results of $21.9 million. Prime continues to perform obviously, and as shown on the chart on the right, its EBITDA and cash flow from operation before working capital adjustment have been stable during the first nine months of the year. Our uses and sources of cash in the last 12 months, basically starting with a $232 million cash position on the 1st of Jan. The main use has been the dividend and the share buyback for more than $61 million. We've also used this cash balance to invest more in impact. It was a $27.5 million use. in terms of buyback of minority shareholders in impact, and also the payment of an option to other shareholders. We've also received a dividend from Prime of $25 million, and overall our cash balance has now reduced to $136.1 million. Looking at the Prime and Africa Oil combined net debt position, we are at $28.6 million combined Africa Oil and Prime. I will now hand over to Oliver.

Yeah, thank you, Pascal. I'll now take you through firstly a recap of the commercial transactions that we've undertaken in 2024, which has been a pretty busy year on that front. So as you can see on the slide, there were several transactions. The three key transactions were firstly the total and impact farm down in Namibia. Also in the Orange Basin, our farm down in 3B, 4B, South Africa to Total. And then, of course, as we've been discussing, the consolidation amalgamation of Prime in Nigeria. Critically, of course, our aim for the year was firstly to simplify the existing portfolio and secondly to ensure we had a strong growth profile for the company with, at the same time, the capex removed as much as possible. So our recent announcements of completion of the Orange Basin transactions has really enhanced that removal of capital and preservation of growth. We will proceed through November to exercise the option we hold over an incremental position in impact. That will take our ownership and shareholding and impact 39.5%. That's important for two reasons. Firstly, because we see accretive value there, both from a net asset value today and long-term cash flow accretion through the Venus development. And secondly, because at that shareholder level and impact, that significantly enhances our influence over future decision-making at the company level. As we turn towards 2025, we start to see the impact of these transactions Firstly, we expect an ongoing exploration and appraisal drilling program in Namibia outside Venus. So we're currently drilling the Tambuti Well in the north of Venus, and then our anticipation is that further exploration targets are drilled in 2025. As a reminder, of course, all of the capital spend is covered under the Total Impact Transaction, so that's zero expenditure to Africa Oil and the Earth. Equally, in South Africa 3B, 4B, We anticipate, per operator guidance, a well in 2025. And again, per the terms of the previously announced farm down to Total and Qatar Energy, that's fully carried from an Africa Oil perspective. As we turn to slide 12, we can start to look at the pro forma Africa Oil here. So that's Africa Oil and Prime combined. And as Roger's outlined, we're moving towards, of course, an accelerated completion of the amalgamation of Prime. This is how we will see the business looking from 25 forwards. The headline story remains the same. So our shareholder returns are underpinned through the decade from our Nigeria production. Whilst there's some natural decline there, there is also significant organic infill opportunity and investment. As we move through the end of the decade, we anticipate Venus to produce first oil in Namibia in 2029, again, per Total Energy's guidance. And so what you see overall is a very consistent and predictable financial profile through as long as a decade. If I point to the lower two plots here, I think the crucial observation is that we have an operating cash flow, circa 400 million through that period, again, Nigeria, then followed by Namibia. And actually, because of the transactions in 2024, we've, of course, removed most of the capex for the business. In fact, all capex outside Nigeria. So what you can see there is CapEx level of around 200 on average through the decade versus that 400 per year of operating cash flow. So again, as we talk to our capital allocation framework and our shareholder returns that Roger outlined, it's a very solid free cash flow position to deliver the $100 million dividends. I turn now to slide 13 and just as a refresher really on our capital allocation. And this remains consistent with the frame we outlined in June this year on the back of the announcement of the prime amalgamation. So priority one is balance sheet strength. So again, minimum liquidity, $150 million US. There will be some debt leverage in the business, but a relatively modest level of less than one times net debt to EBITDA. Shareholder returns, Roger has outlined as the $100 million base dividend and a commitment to distribute at least 50% of excess annual free cash flow on top of that. And then that takes us to the growth components of capital allocation. So the first of those is organic growth. So again, in Nigeria, we see significant opportunity through infill drilling, through near-field tiebacks, for short cycle, high return, very high margin barrels. The fourth pillar in the capital allocation is inorganic growth or M&A. I think in this bucket what we see is a significant opportunity set both in Africa and more widely around the Atlantic margin. Those are opportunities to buy production assets, cash flow generating assets. We of course have the support of BTG Pactuala's new cornerstone shareholder with a long-term commitment to the sector as well. What's critical headline under the M&A column is discipline, really. So you'll see here we're saying adherence to strict strategic financial and operational criteria. So we hold a very high bar before we will commit capital to M&A, albeit in a world where there's a significant opportunity set. I'll move now to slide 14 and just talk about how do we see the value of the company and how do we think about the net asset value in this case. Again, I think we're very disciplined here in how we view our core net asset value. So as you can see on the slide, that's a simple two component system of Nigeria net asset value as defined in our external independent valuation that we undertake every year plus cash. So production plus cash takes us just under $800 million US of NAV. And again, as we're speaking, we are trading about $570 million market cap, and at the moment, no debt at the Africa oil level. So significant discount to a basic core NAV. As you move to the right on this plot, you can see valuations here for our orange basin portfolio. So firstly, impact Namibia, and then as we move into South Africa block 3B, 4B. So, you know, again, these are the base values. We do see a significant upside on top of those through time. But the headline today is they're not recognized in the share price today as we see it. So we're trading below core NAB and certainly no recognition of assets beyond that core NAB. I think the final point here is if you look, we've added in the Nigeria consolidation element here. So just to give you some guidance as to when we complete the prime transaction, we'll of course double our Nigeria NAB. So you can see that the pro forma full NAB for the company at that point is around 1.8 billion USD. So it's a significant uplift in the net asset value of the combined entity. And with that, I will hand back to Roger.

Thank you very much, Oliver. So we have achieved a great deal during the three quarters of 2024. We have a differentiated investment case focused on total shareholder returns with commitment to sustainable capital returns as well as delivering high impact growth opportunities. This business is supported by high net back production and a strong balance sheet. In addition, our funded organic growth opportunities, we are also well positioned to be a leading player in consolidating the independent ENP space. And I'd like to conclude there and now go on to Q&A.

Thank you, dear participants. As a reminder, if you wish to ask a question, please press star one one on your telephone keypad and wait for your name to be announced. To withdraw a question, please press star one one again. Alternatively, you can submit your questions via the webcast. Please stand by, we'll compile the Q&A. We'll take a few moments. And now we're going to take our first question over the phone. And it comes from Jeff Robertson from Water Tower Research. Your line is open. Please ask your question.

Thank you. Good morning. Roger, will the simplification in Nigeria have an impact on the types of things you can do around South Africa? I'm sorry, around the Atlantic margin in Africa and also just as you talk to potential other host governments? Yes.

I think the, sorry, that came across really poorly here. Could you repeat that question, would you mind? Just so I can make sure. Sure.

Will the simplification deal with prime have an impact on how Africa oil can negotiate with other host governments and look at other opportunities?

I think the simplification of the business makes us a more viable and bigger potential partner with host governments, but it won't significantly change the type of terms that we will get or whatever. So it helps in increasing the size of the company and the balance sheet. that we are obviously now a viable, much bigger viable partner, but it won't change our ability to negotiate specific deals with host governments.

Secondly, if I can, on the M&A front, you've got a lot of things that could come in toward the end of the decade. Do you see opportunities to acquire assets that could have more of an intermediate term impact?

Yes. How can I say this? We're going through a very extensive screening process at the moment. One of the great things about this tie-up with BTG is that we are very driven by the rocks up and BTG have the screening process which is often driven by the spreadsheet down and in the middle there is a sort of sweet spot where both sets of significant skills and the financing capacity of BTG meet. And that is actively going on at the present time. But I stress the key screening mechanism for us is the quality of the underlying assets. And yes, there are opportunities which are currently producing, which come to the top of the list. Thank you. I'll get back to you, Q.

Thank you. Now we're going to take our next question. And the next question comes from the line of David Round from Stifel. Your line is open. Please ask your question.

Great. Thank you. Afternoon, guys, and thanks for the presentation. I'd like to come back to capital allocation, please. And I appreciate you've been very clear, so I feel slightly guilty about this. But post the REORG, I mean, you should be well over that minimum cash number that you referred to on that slide. I mean, how are you thinking about the right level of cash and, you know, how are you going to balance wanting to keep cash for M&A with demands to return cash if your free cash flow is as strong as you set out in the charts earlier?

Well, the screening process is obviously, you know, with the share price as it is at the present time. probably the best thing that you could ever do would be buying your own stock back. And so the return of buying your own stock will be a threshold at which we will measure any other opportunity that we are considering. But obviously, we recognize the undervaluation of the stock at the present time. And you probably, David, have worked out that there will be a significant amounts of cash on the balance sheet after this transaction has gone through.

Yeah, because presumably you're accruing cash all this year from Prime anyway, aren't you?

Yes.

Yeah, okay. Okay, brilliant. Thank you. I'll hand it back.

Thank you. Now we're going to take our next question. And the question comes from Matt Cooper from Barclays. Your line is open. Please ask your question.

Thanks very much. So starting off with Namibia drilling, I don't know how much you can tell us here, but I don't know if you could give some color on when we could hear a result on Tombati. And is it right to think base case? We're looking at a size of about a billion barrels potential there, so about half the size of Venus. And then also, if you're able to update on the wells that are planned post-Tamboti. Thank you.

Yeah, nice to hear from you, wearing your new hat, so to speak. So, Tamboti, we anticipate to get the results there. If the well is tested by the end of Q1 2025, it will probably be in the objective in December. They are drilling very well on that feature. In terms of the size, obviously we can't give you the actual reserve number that we've evaluated, but we will point you to what Patrick Pouyonnais said in that it is an elephant and he then was asked what an elephant is and he said over a billion barrels and I would not disagree with that interpretation. But I think, I don't know obviously what the results of this well is going to be, but it's going to be very, very interesting to see the interplay of Mangetti and Tambotti and the evolution and the reveal of the secrets of that northeastern corner of our block. In terms of further drilling, we would anticipate that there will be further drilling on our blocks in Namibia in 2025.

I would just add, Matt, it's all over here. Hi. You know, part of that, as Roger said, is dependent on Tamboti, right? What that result is, does that go to appraisal, you know, or does the rig move to those other targets? So, you know, there's a bit of uncertainty there, but as you say, we anticipate continued activity.

Okay, that's a helpful thing. But in terms of number of wells post-Tamboti in this program, that's not been defined yet?

No, that's going through the 25, you know, impact is going through the 25 budget process with Total. I think as we say, we anticipate for a couple of reasons here, you know, are the targets beyond Tamboti outside Venus to be drilled? I think one of the drivers to think about is classic kind of exploration license retention strategy in the sense that as you come up against various license deadlines, although not imminent today, you want to, of course, preserve as much acreage as possible. And to do that, you need to, of course, have shown the government that you've drilled out the prospectivity to a reasonable degree. So there are some kind of classic reasons there to believe that and be confident that there will be a sustained drilling program.

That's helpful, thank you. And if I could just ask on Nigeria production as well, if that's okay. Just looking at the release yesterday, it looked like Agena and Agbami are producing above expectations here today, and it looks like ACPO infill drilling is going well. So I'm just trying to understand how that fits with the small reduction in mid-case working interest production guidance for the year that you announced yesterday. Okay.

I will have a first step at that, answering that question, Matt. This is Shahin. So, look, when we came at looking at our full year management guidance, obviously the capex was below, you know, we expected to come below that range. And we also felt that it was the right time to, you know, narrow the range on the working interest production. I think what you can look at the reduction in the CAPEX guidance is that the pace of the infill drilling is a tad slower than what we had originally accounted for or assumed in our full year guidance. So it partly reflects that. But I think when you look at the mid-range, the new mid-range is only 500 BOEs per day lower than the original guidance. That is a very modest reduction. 2.8%, and I would put it to you that that is just really kind of just, you know, fine-tuning models and, you know, firming up estimates. There's nothing more than that. It's a very modest revision in our view.

Yeah, no, sorry, no, sorry. Okay, that makes sense. Thank you very much. Appreciate that.

Thank you. Now I would like to hand over to Shahin for any written questions.

Thank you, Operator. Pascal, one question for you, and this really has been triggered with that non-cash impairment. Can you remind the markets on whether the shares to be issued to BTG, are they fixed in number?

So, yeah, Sharon, that's a good question. When we complete the transaction with BTG, the amalgamation, we are going to issue a fixed number of shares, which has been predefined, and it's roughly 240 million So the nature of this impairment is purely linked to IFRS and the need basically to market the value of these shares to the book value of 50% in prime. So if you take the 240 million shares multiplied by 175 Canadian dollars at the end of the quarter, that basically derives book value for the asset of $310 million US dollar. And the difference with what we had on the books was 305. Therefore, the impairment of 305 that we have posted at the end of the quarter. If in the subsequent quarter before completion of the deal, the share price goes up or down again, I think we will have to adjust that impairment or partly reverse it. So I think that's the way it's going to work. And of course, as soon as we complete the transaction, we are going to consolidate 100% of the prime asset on the balance sheet. So at that time, we will revert to a more conventional impairment mechanism whereby we're going to compare the asset value of prime to the NPV and if there is a delta, then we would post an impairment or reverse an impairment. I think that's a quick answer to cover purely accounting points, which has no cash impact, as you mentioned.

Thank you, Pascal. If we could just stay with you for the next question. What is the current thinking and the management plan for shareholder capital returns and the dividend distribution of this in-law share-based dividend policy? post-bill completion in terms of timing and frequency?

Yes, so the new shareholder return policy is going to be put in place as soon as we complete the transaction. I think there are questions whether we put in place a quarterly return, quarterly dividend versus the actual semi-annual, so that's still in discussion. And we also committed to return 50% of the excess cash after that dividend, either in the form of extra dividends or share buyback. And what we have also done is that we've restarted our share buyback as of today, actually. I think you will recall that one uncertainty we had was the completion of this found down in Namibia. which has now been completed, and we just exited our existing blackout period. Therefore, we were able to restart the patient buyback as of today, exactly.

Thank you, Pascal. I'm afraid we're going to stay with you for the next one as well. There are questions on debt management at prime level, so people wondering is there going to be a potential RBL principal repayment by the end of this year? And in fact, what is the philosophy around debt management at the prime level?

So we've just been through the redetermination of the Boeing base at the prime RBL, which basically resulted in no repayment at the end of December. So the next repayment will be at the end of Q1 2025. And I think I've mentioned this in the past. I think the primary objective of also this consolidation is to consolidate our debts and refinance the prime RBL as soon as possible. So the target is really to refinance the existing RBL and extend it again in Q1 2025. And we've done that in the past. I think the whole principle behind this debt management was to push back the maturity and the amortization of the RBL, which we are going to do once again. So we are probably going to refinance the RBL at a slightly lower amount as it is drawn today. It's drawn $750 million at the moment, so probably a lower amount, but again extended for at least five years.

Thank you, Pascal. Roger, there's a question from David Mirzoy, SV Angel. What are the current ownership levels at impact oil and gas? And is there anything that we can say about the motivation and ambitions of the shareholders in impact?

So we have exercised the option to increase our stake in impact. And after the completion of that, which is imminent, we will have an equity position of 39.5% in impact. 51% is held by HCI or associates, if you like, of HCI. So effectively, there are very few other minority shareholders that are out there. In terms of the motivations of us, As you're aware, we negotiated on behalf of Impact the deal with Total that was announced back in January of this year. And the motivations of them is that we are very, very happy to have fully carried interest through what is likely to be a very major development. And so we are both monitoring the situation. don't plan to do anything with our equity positions at the present time. So you will see us stay at 39.5%, and they will stay at about 51%. Does that answer the question, do you think? I believe it does, yes.

Thank you, Roger. So let's actually turn attention to Oliver. And Oliver, a question for you, and this is in relation to one of our investing companies, Africa Energy. outlook for what we may or may not do in relation to that investment at Block 11B12B. Do you have any thoughts that you can share with us on that front?

Yeah, look, I think it's of course public that Total have pulled out of the project 11B12B as operator. That leaves Africa Energy really kind of in the driving seat and in the role of acquiring a production right, which is the next step in maturing the project from the South African authorities. So I think at the moment, clearly, that's an option value. The production right has to be obtained, and then you have to move that forward and see if there's a real project. I think option is the right way to think about it, because at the moment, there's no real spend in Africa Energy, and therefore, as a shareholder in Africa Energy, to go back to capital allocation, we're not allocating capital towards that. I think the next few months are important to see how it evolves, but certainly it's an option today. But we have to see that something real comes out of that in the near term before it would compete against the other opportunities we've got.

Thank you, Oliver. And Oliver, do you want to share your views on Block 3B4B as well? I mean, you were obviously involved in the farm down, which was a very successful deal for us.

in terms of the outlook for drilling uh on on that block and so just a broader views around the south african orange basin yeah i think if you start start with the latter point look you know we've talked about namibia and and you know multiple discoveries lots of wells drilling now um both both in the block that we hold an interest in and out with it but of course when you come to the to the border we're yet to see a real orange base and test in south africa so i think You know, from the kind of big picture there, huge geological opportunity, but only withheld because there's been a slower pace of activity in South Africa. Of course, that said, there were a few things to line up to unlock South Africa, one of which was the transactions and ownership, including our farm down at 3B, 4B to total energies and Qatar energy. So that's basically brought in people who have rigs in the basin, of course, because of Venus in this case, and therefore can drill, right? Because, of course, we're... So look, Total Energy's guidance has been, you know, planning for a well in 2025. I think permitting is largely in place for that. The risk of the timeline is some of the challenges you can get on the environmental permits in South Africa. You know, that's in progress. And again, the guidance remains it's planning for a 2025 well at this stage.

Thank you, Oliver. There is one comment that GALP are releasing more information on the drilling results in the Orange Basin, and that's when we could expect to announce more. I mean, we are repeating the answer time after time. Please note that we are working with our investor company, Impact, and we will coordinate any updates on the Orange Basin in coordination with Impact and the operator, Total Energies. But again, I think it's important to recall positive statements from the operator TotalEnergies in the last Capital Markets Day, where they are providing more information, specifically on the first phase development on Venus, talking about FPSO capacities and so on. But again, we will be working with those two entities, Impact and TotalEnergies, to update you in due course. And also, I'm just going to go back to Oliver on this as well, because I know you did your PhD on it, Oliver. But there has been some comments and questions. This is becoming a hot topic, actually, among some shareholders and observers of the Orange Basin about the so-called post-depositional cementation issues in these reservoirs. I understand you might have done your PhD on this front. Do you have anything on a technical front that you want to share with us?

Well, it's a very technical question, but yeah, sure. I mean, you know, look, these are relatively deeply buried sandstone reservoirs. So, of course, as you bury the rock and it gets hotter, you typically get cementation in the pore space, which reduces the porosity. I'll try not to get more technical than that. um you know so rock quality is driven by that the other point though is which is critical for venus and and the block that we're in is the nature of the fluids and the physics of the fluid flow in the reservoir so although and you know it's been made public that the porosity and permeability of some of these uh parts of the reservoir are lower than kind of average for west africa um we have a fluid a critical fluid if you like that flows extremely well those pressures and temperatures so you know it's a slightly different system but that doesn't mean it's not a very um technically attractive system it has one further component which is an advantage which although of course as total energies have said we'll produce gas here and the plan would be to re-inject that gas um because of the nature of that reservoir and it's it's uh cementation it you don't expect to produce much water here so from a top size perspective on the development you wouldn't anticipate handling large volumes of water or water injection, which again is a benefit to the project, right? So, yeah, it looks slightly different than some kind of textbook West Africa reservoirs, but I think if you look at the, again, you know, the proof is in the investment, four wells on Venus, number of DSTs, and as we discussed earlier, several wells planned and anticipated for the rest of the block, as well as the rest of the basin, it tells you that, you know, there's clearly a degree of confidence, all that context aside.

Thank you for that technical description. And if we can stay with you for one more, because I know you were very much involved in doing this deal with B2G for Prime Consolidation. Can you just remind the listeners on what are the restrictions around B2G's shareholding position in terms of board seats and any other selling restrictions and so on?

Yeah, so again, we announced this in June, but I think it's a good reminder. As Pascal said, BTG will come in with 35% of the pro forma shareholding equity. They are then restricted, locked up two year period. And in that two year period, they can't go below that 35. So they can't sell and they can't go above 49. So they can't take effective controls. So there's a window there in terms of the governance. At 35%, again, they get three of nine, the right to nominate three of nine board seats, including the chair. If we grow the company and they choose to dilute their equity position, those rights kind of fall away as the equity position falls away. So the first point would be if BTG was ever diluted below 35%, they would lose a seat and the right to nominate the chair. again, below 20% ownership, they lose another seat, and then no seats below 10. It's pretty conventional, where you've got large cornerstone shareholders and public companies, so it's modeled on what we've seen out there as market, if you like.

Thank you very much, Oliver. There was a question, what is the rate of repayment of the total carry from the Namibian cash flows? So that's another reminder we need to give because this has been disclosed before. So actually, Oliver, you may want to finish on this one as well.

Yeah, I mean, look, the horrible answer is it depends. And the reason I say that is because, of course, as a reminder, we impact, we'll repay all of the spend that Total Energies have done through to first oil sales. But as a waterfall effect, if you like, on the repayment. So mostly the total amount spent won't be clear until First Oil is produced. So if there's a second FID and a second FPSO, for example, in construction prior to First Oil, that's also in the amount that Total Energies will cover. But the important point then to think about on the repayment is it's an after-tax, after CapEx, after ongoing CapEx, repayment that's point one so everything that's going on in the block comes off the top before there's an amount left to repay then when we have that amount that could be used for repayment that is split sixty percent of that pot goes to total energies and forty percent uh is retained by impact uh and the important principle of that is that in almost all the scenarios that we model uh including you know an extremely rapid development and high capex case of multiple fpsos impact will still receive free cash from the asset

when first oil occurs so I think that's a really important principle to think about is impact will be receiving you know it's dividend if you like it's free cash from the asset from first oil thank you for that reminder Oliver and so we'll finish with one more question and we'll go to Pascal for this one will the 10% withholding tax on dividends in Nigeria would they apply to post-prime consolidation deal closing?

Yes, the answer is yes, because this withholding is basically between Prime's Nigerian subsidiaries and POC BV, and the deal we have set up with Prime basically affects the entities above POC BV, but not below POC BV, so this 10% withholding will stay in place.

Thank you very much. That is the end of questions that we've received online as well. And operator, you can confirm, I don't believe there's any more questions on the phone line.

There are no further questions. You're more welcome to proceed for any closing remarks.

Well, we thank everyone joining us today on a Friday. Well, for some it's a Friday afternoon, for some it's Friday morning, and for some it's late Friday evening. So thank you all. And we appreciate your interest and support of Africa Oil Corp. Wishing you all a great weekend. Thank you and goodbye.

That does conclude our conference for today. Thank you for participating. You may now disconnect. Have a nice day.