Sirius Petroleum Share Discussion Threads

[dr rosso] 14/5/2018 12:27

1.2 Sirius Ororo is held on trust for the Group
Olukayode Kuti, a director of the Company, holds 9,999,999 fully paid ordinary shares of N1.00 in
Sirius Ororo, and Aliyu Aminu holds 1 fully paid ordinary share of N1.00 in Sirius Ororo (together
constituting the entire issued share capital of Sirius Ororo) on trust for the Group as nominee pursuant
to declarations of trust dated 22 August 2017 and 6 February 2015 respectively.


1.4 Reliance on Guarantee and Owena and parties to the Commercial Agreements
As at the date of this document, Sirius Ororo’s interests in the Ororo Field are governed by the Ororo
FTSA, as reaffirmed, amended and restated by the FTSA Affirmation Agreement and FARA and the
Ororo JOA with Guarantee and Owena. Whilst the Company holds an economic interest in the Ororo
Field, as more fully detailed in paragraph 5.2 of Part I, the acquisition of its participating interest in the
Ororo Field has not been perfected.
In order to perfect such acquisition, the parties to the Ororo FTSA will be required to enter into a deed
of assignment and obtain requisite consents from the MPR Minister, NNPC and Chevron. As at the
date of this document, Sirius Ororo’s participating interest in the Ororo field is, therefore held by
Guarantee and Owena on trust for Sirius Ororo, a structure similar to that adopted by other London
listed oil and gas companies operating in Nigeria. Eligibility criteria for such consents in turn includes
completion of certain elements of the preliminary work programme under the Ororo FTSA, including
the provision of a cash backed guarantee in the amount of US$5 million, delivery of geotechnical and
seabed bathymetry surveys, rig slot confirmation and confirmation of activities for rig mobilisation.
There is no certainty that the MPR Minister, NNPC and Chevron will give their respective consents to
the assignment or that Guarantee and Owena will perform their obligations under the Ororo FTSA (as
amended and restated). Should the MPR Minister, NNPC and Chevron not give their respective consents,
the Group would only have a contractual right to enforce against its partners. Should the Group need
to enforce this contractual right, the Group would be reliant upon the efficient functioning and
impartiality of the courts of competent jurisdictions, which cannot be assured, and would be required
to expend its financial resources and devote management time to enforce its rights.
Furthermore, in order to commence oil production, Sirius will rely on the counterparties to the
Commercial Agreements performing their obligations. As a result, any breach by the counterparties of
any of these agreements could have a significant adverse effect on the business of the Group.

The Group holds a 40 per cent. economic and beneficial interest in the Ororo Field, which is a minority
interest. The Group may, therefore, be unable to control the operation of the Ororo Field. This may be
offset by Sirius Ororo’s control of the operating committee on the Ororo Field, where, in accordance
with the Ororo JOA, Sirius Ororo is entitled to nominate four out of eight members, one of whom is to
be designated the committee chairman with a casting vote.
In addition, the Group is not the operator of the Ororo Field, which is Guarantee, but is the sole service
provider to Guarantee. Should Guarantee terminate the agreement with the Group (whether validly or
otherwise), the Group would be less able to influence the operation of the Ororo Field, and its
operations and prospects may be materially and adversely affected as a result.

1.6 Licences
The Group’s activities are dependent, directly or indirectly, on the grant, renewal and maintenance of
appropriate leases, licences, concessions, permits and regulatory consents which may not be granted
or may be withdrawn or made subject to qualifications. Fines may be imposed and a lease, licence,
concession, permit and/or regulatory consent may be suspended or terminated if the holder, or party
to a related agreement, fails to comply with the obligations under such lease, licence, concession,
permit and/or regulatory consent, or fails to make timely payment of levies and taxes for the relevant
activity.
The Group has an economic interest in the Ororo Field, with the licence being held by other parties over
which it has no control

[dr rosso] 14/5/2018 12:12

". As at the date of this document, the 40 per cent. participating interest in the Ororo Field is held by Guarantee and Owena on trust for Sirius Ororo, a structure adopted by some of the other London quoted companies developing Nigerian oil and gas assets. The transfer of such participating interest to Sirius Ororo is intended to be perfected at a later stage, which will be subject to the MPR Minister’s consent, as well as consents from both NNPC and Chevron."

"In particular, no deadline applies to obtaining the consent of the MPR Minister to the acquisition by Sirius Ororo of its 40 per cent. participating interest in the Ororo Field"



Nothing further is going to happen until MPR and others confirm this 40% handover.

[primroselil] 14/5/2018 12:03

hxxps://www.desmog.co.uk/2018/05/10/exposed-elite-boys-club-running-london-s-opaque-oil-network

[dr rosso] 14/5/2018 11:58

Forever an issue which prevents drilling. Usually sees the invention of an excuse, often lamentably lame. This time, the blame has been shifted onto COSL, but almost certainly the latest hold-up looks to be at ministerial level. Doesn`t look too good if they put out a "get a fukn move on" official announcement aimed at Buhari`s oil minister.



From AD
"Pursuant to the Ororo FTSA, as reaffirmed, amended and restated by the FTSA Affirmation Agreement and FARA, Sirius Ororo holds an economic, rather than legal, interest in the Ororo Field. In order to convert its economic interest in the Ororo Field into a legal Participating Interest."

Ororo Participating Interest. The percentage interest held by Guarantee and Owena or Sirius Ororo as the case may be in the rights and obligations in and to all or part of the Ororo Farm out Area and as may otherwise be derived from and under the Farmout Agreement.


Sure enough, here`s the issue. At the present moment, the controlling rights over the field remain 100% held by Owena and GP. Sirius` current position remains that of sole advisor, basically a consultant albeit with an economic interest in the field.

[twentysixpointtwo] 14/5/2018 11:48

QPR

Sums it up perfectly.

[qprallan] 14/5/2018 11:40

Nigerian oil

DeSmog UK does not present any evidence of illegal behaviour.

Sirius Petroleum is a case study in how extractive companies operate on AIM. In the summer of 2008 - as the price of oil peaked to a record high - a polar explorer and a group of City bankers decided to turn a former gaming company into an oil and gas investment company targeting one of Africa’s most unstable corners: Nigeria.

Investors were told the new business would find an oil asset in the shallow waters of the Niger Delta with the help of a local prince, partner with a company to extract the oil, and sell it on to an oil major for a profit. To fund this new venture, Sirius Petroleum was listed on AIM, to raise funds by floating shares.

Behind the scheme was millionaire Andrew Regan and his Cayman Islands-registered investment vehicle Corvus Capital. Together with a group of established City operators, Regan reportedly made a fortune on AIM, buying into shell companies and transforming them into lucrative ventures. Sirius appears to be another example of this strategy.

A decade after Sirius was formed (and at time of writing), not a drop of oil has yet been produced, with shareholders – including high street banks and pensions funds such as HSBC, Barclays and Hargreaves Lansdown – still waiting for the promised returns on their investments.

Licensing issues, aborted deals and lengthy funding negotiations were cited by Sirius to explain some of the delays over the development of its oil asset, while thanking shareholders for their “patience̶1;.

Sirius Petroleum did not respond to repeated request to comment on DeSmog UK’s story.

[primroselil] 14/5/2018 10:19

hxxps://theecologist.org/2018/may/14/how-light-touch-regulation-encourages-exploitation-africas-natural-resources

[shez20] 14/5/2018 09:50

Never mind the bills it looks like they have forgot about our rig!

[6cer] 14/5/2018 09:16

Nigeria - the land of 'we've got all the time in the world'.

[bumhammer] 14/5/2018 09:10

Forget about the bills

[sirianbotham] 14/5/2018 09:01

July 2018 before Parliamnent breaks

“We go on the summer break in July. If we don’t pass it by July, by the time we come back in September it is all going to be elections,”

hxxp://energymixreport.com/national-assembly-looking-to-pass-rest-of-pib-by-july-saraki/

So lets hope its not that relevant

[kwizza] 14/5/2018 08:24

The last 3 bills they are working on at the moment, aiming for June 2018 completion

[sirianbotham] 14/5/2018 08:05

I understand it's not the PIGB but the PIAB, PIFB and PHCB come under it and arer listed in the AD.

3.8 Pipeline legislation
The draft Petroleum Industry Administration Bill (PIAB), Petroleum Industry Fiscal Bill (PIFB) and Petroleum Host Community Bill (PHCB) passed the second reading at the Nigerian Senate in July 2017. The PIAB is expected to create a robust legal framework for the administration of upstream licences and leases, to regulate the organisation of the midstream operations and gas market and to set out the
procedures for the administration of licencing and operations of the downstream sector. The PIFB is expected to regulate the fiscal regime of the petroleum industry, and PHCB is expected to provide legal and regulatory frameworks for the partnership between oil bearing communities and oil companies, as well as for the participation, cost and benefit sharing among the Nigerian Government, petroleum
exploration companies and host communities. As at the date of this document, the draft PIAB, PIFB and PHCB are not in public circulation. The bills have been referred to the Committee on Petroleum Upstream, Downstream and Gas for consideration. Following receipt of the Committee’s report by the
Senate, the bills may pass the third reading by the Senate, following which they will be forwarded to the Nigerian House of Representatives for concurrence and finally to the President of Nigeria for presidential assent. There is, therefore, no certainty as to the precise content of the proposed bills, their potential effect on Sirius Ororo or on the Ororo Field or the timing of the bills passing into law (if at all).

[drrichard] 13/5/2018 22:09

Sherlock, excellent point re the AD and PIGB risk.

[sherl0ck] 13/5/2018 20:31

1alfi - my view on PIGB is that whilst it may generally be important for some assets, investors and projects, I think there’s still enough we could go for without it.... indeed other large O&G activities have still reached FID in its absence.

Plus via securitisation, Sirius & Reyl can build a strong, long-term investment case per individual asset, particularly as these are ring-fenced in SPVs (outside of Sirius’ balance sheet), have all previously flowed oil, have a big name off-taker attached with guaranteed payments for liftings and money is only drawn down based on agreed progressive landmarks. So whilst you obviously can’t ignore wider geopolitical stuff, I think debt financiers can assess the ROI & risks on a more individual project basis.

Also, whilst the Ad doc talked about the geopolitical risks of operating in Nigeria it didn’t express or insinuate that the non-passing of PIGB was a key risk for us. I might have expected the Nomad to demand some wording on this if everything we’re planning hinges on it.

[htrocka2] 13/5/2018 19:28

I did a bit of trawling around and noticed that MFDevCo, about three months after the SRSP/COSL initial agreement, also made a similar deal with COSL on about the same terms. Nothing happened for a couple of months.....then COSL, no doubt under it's obligations, sub-contracted the operation under a lease and MOU to a company known as 'Calm Ocean pte Ltd'. I'm not suggesting for one moment that this may be our case....but this is what happened to MFDevCo/NU Oil....and thought I'd post out of interest.

[dr rosso] 13/5/2018 19:18

Big difference is that Rock and Prem are not trying to operate in Nigeria. Lek, Copl, Nuog, SRSP are all stalled. Ministerial approval would appear to be the stumbling block as far as getting new fields into operation. It may indeed be MPR and the bureaucracies of the reformed NNPC/NPDC and DPR where the hold-up lies, in which case PIGB could be the trigger.

[deadly nightshade] 13/5/2018 18:34

we just need something to trigger the ball rolling, a lot of other oil companies share prices have been spiking upwards lately, rockhopper has gone from 19p to 37p in no time and even premier oil is past a pound after hitting lows of 19p. if we can get the right news out plus further assets and what with the up turn in sentiment across the sector then surely this could hopefully be the next big thing that everyone buys into

[aventador] 13/5/2018 18:20

Here here Sherlock sounds very tasty moving forwards.

At the end of the day we can moan about the past all day long but doesn't help, best to accept what's happened concentrate on the future and the fact most now have many more shares than they did to start with so when they pull this off we will all hopefully see bigger rewards.

Let's hope for a blue week gla :)

[1alfi] 13/5/2018 18:17

Sherl0ck - could we achieve all the above whithout the PIGB having any effect on the development of those operations.

[sherl0ck] 13/5/2018 17:55

Most agree that Ororo isn’t the sole focus of the company and the reason that world-class partners are here. However, whilst some are frustrated that O-2 still hasn’t been drilled, it’s important to recognise that in the grand scheme of things this field has crucially ALREADY served a key purpose by underpinning an operating model that can unlock so much more. In essence, Ororo has already set in motion a much bigger ‘project’;.

Actually drilling Ororo is like the icing, but in my estimation it’s the cake that has been baked right under our noses and the recipe that can be replicated that’s more important.

It’s also evident that many haven’t yet grasped just what a uniquely strong position Sirius is in right now. We’re an operating company with cash to begin cost-effectively farming into other assets. Via partners we have the technical expertise to meaningfully develop fields and through BP we’ve secured off-take and guaranteed payment (not just promptly but upfront). Reyl and the backing of investors/financiers provide an innovative project funding & structurisation model that can be applied to other proven assets.

Whilst it doesn’t yet really appear so, I believe Sirius is an absolute powerhouse of a company that’s poised to begin the expansion phase at a time where there’s a huge wealth of opportunities in Nigeria. We must be one of the main games in town right now and have ample opportunity to become a leading player.

Regardless of our existing asset pipeline via long-established local partnerships, we’re also in a strong position to proactively engage with the many operators who are struggling to do anything meaningful with their fields due to a lack of technical & financial capability.

No need to pay huge upfront farm-in fees when we can evidence a model that will quickly bring stalled or dormant assets into production and provide the owners/operators with the all important visibility of field development funding. Surely they’ll be knocking on our door to have our consortiums’ involvement.

And this is all without even considering the innovative gas monetisation schemes potentially at our disposal for local and/or export markets. Gas to power, marine CNG, small scale modular LNG, FLNG etc.... these are some of the things that currently most excite me.

[1alfi] 13/5/2018 17:09

Looking forward to a well spud rns over the next couple of weeks, unless bron is correct over the PIGB, in which case the delay is out of the company's hands. On the upside if we are delayed because of the PIGB, then it does to some extent reflect the size of the Ororo Project.

[oliversanvil] 13/5/2018 16:58

doug51 - You are right - The share price is definitely "rigged".!!!