Impact Oil & Gas, a privately owned, Africa-focused exploration company, has entered into a share purchase agreement ('SPA') with IOG Energies, a newly incorporated and wholly owned subsidiary of Deepkloof, Impact’s majority shareholder, to effect a corporate reorganisation (the 'Transaction') supported by both Deepkloof and Impact’s second largest shareholder, Meren Energy.
The Transaction will separate Impact’s Namibian exploration and development business from the South African exploration portfolio, creating two distinct entities with a clearer and more focused corporate structure for Impact. This reorganisation will enable the Company to focus efforts on, and maximise value from, its Namibian exploration and development portfolio, while enabling targeted investment into the South African assets by shareholders continuing with the South African portfolio.
Details of the Transaction:
Under the terms of the SPA, Impact has agreed to transfer its entire shareholding in Impact Africa Limited ('IAL'), a wholly owned subsidiary that holds the Company’s South African licences, and certain related assets, to IOG Energies. IAL’s assets include participating interests in the following licences, (together the 'South African Assets'):
- 45% participating interest in Exploration Right 12/3/252, Transkei & Algoa blocks, offshore the East Coast of South Africa;
- 100% participating interest in Exploration Right 12/3/276, Area 2 block, offshore the East Coast of South Africa (the legal transfer of 10% of this licence is subject to executing a deed of assignment with Silver Wave Energy, IAL’s joint venture partner that previously held 10%); and
- 22% participating interest in Exploration Right 12/3/335, Orange Basin Deep block, offshore the West Coast of South Africa.
Following completion of the Transaction, Impact’s, through its wholly owned subsidiary Impact Oil and Gas Namibia (Pty) Ltd, primary assets will be a 9.5% undivided participating interest in each of Block 2912 (Petroleum Exploration Licence 91) and Block 2913B (Petroleum Exploration Licence 56), containing the Venus discovery, offshore Namibia ('Namibian Assets'). The Company intends to continue to maintain and fund its interests in the Namibian Assets with a clear strategic focus on progressing towards a Final Investment Decision ('FID') and achieving First Oil, working closely with its joint venture partners, the host government and other stakeholders.
Completion of the Transaction is subject to customary approvals from the relevant South African authorities and applicable joint venture partners.
The reorganisation does not affect the ownership of Impact or its Namibian asset base. Notwithstanding the changes to the ownership structure, the Company and IOG Energies will continue to be overseen and managed by the same Management Team and staff, under a Management Services Agreement entered into between the Company and IOG Energies.
Strategic rationale:
The reorganisation is designed to deliver a clearer and more focused corporate structure and intended to:
- Facilitate investment in the South African Assets from both existing and new investors seeking exposure to the South African Assets;
- Enable Impact, in the near term, to concentrate on maximising value from its Namibian exploration and development portfolio in the period leading up to First Oil from the Venus Field; and
- Allow the South African assets to be managed independently within a dedicated standalone vehicle that retains the same highly experienced team with a proven track record.
Siraj Ahmed, Chief Executive Officer of Impact, commented:
'The reorganisation is an important step for Impact and positions the Company to be fully funded through to First Oil on the Venus Field development, while creating a structure to attract investment into the South African Assets. By aligning shareholder interests and leveraging the experience of the same highly experienced team, we are able to maximise value from Namibia in the period leading up to First Oil, while ensuring that the South African exploration assets continue to be managed efficiently within a dedicated structure.
'Importantly, the transaction does not change the ownership of Impact or its Namibian Assets, and we remain firmly focused on delivering long-term value for our shareholders. We are grateful for their continued support as we progress the next step in our transformational journey.'
Namibian Assets
Block 2913B (Petroleum Exploration Licence 56), offshore Namibia
Block 2913B is located offshore southern Namibia and covers approximately 8,215 km² in water depths of up to 3,000 metres. Impact entered the licence as Operator in 2014. In 2017, TotalEnergies joined Impact and NAMCOR, bringing deep-water drilling expertise, followed by QatarEnergy in 2019. In 2022, Impact announced the result of the Venus-1X well, which discovered the giant Venus oil field. Since then, three further wells have successfully penetrated the Venus Field, and four drill stem tests have been successfully carried out. The Venus Field is expected to be the first development area in Block 2913B, producing more than 150,000 barrels of oil per day, with FID expected in 2026.
Impact, through its wholly owned subsidiary Impact Oil and Gas Namibia (Pty) Ltd, hold a 9.5% undivided participating interest; TotalEnergies EP Namibia B.V is Operator and holds a 45.25% participating interest; Qatar Energies holds a 35.25% participating interest and NAMCOR holds an 10% participating interest in Block 2913B.
Block 2912 (Petroleum Exploration Licence 91), offshore Namibia
Block 2912 lies adjacent to, and outboard of, PEL 56 offshore southern Namibia and covers approximately 7,884 km² in water depths between 3,000 and 3,900 metres. Impact joined the licence in 2019 alongside TotalEnergies, NAMCOR and QatarEnergy.
Impact, through its wholly owned subsidiary Impact Oil and Gas Namibia (Pty) Ltd, hold a 9.5% undivided participating interest; TotalEnergies EP Namibia B.V is Operator and holds a 42.475% participating interest; Qatar Energies holds a 33.025% participating interest and NAMCOR holds an 15% participating interest in Block 2912.
South African Assets
Area 2 (Exploration Right 12/3/276), offshore South Africa
Area 2 is located offshore eastern South Africa across the Gamtoos, Algoa and Transkei basins and covers approximately 78,708 km². Water depths extend to approximately 4,500 metres, with the most prospective areas lying within 3,500 metres.
Impact Africa Ltd owns a 100% interest in Exploration Right 12/3/276 (Area 2), offshore the East Coast of South Africa (the legal transfer of 10% of this licence is subject to executing a deed of assignment with Silver Wave Energy, IAL’s joint venture partner that previously held 10%).
Transkei & Algoa (Exploration Right 12/3/252), offshore South Africa
The Transkei & Algoa blocks are located offshore eastern South Africa and cover approximately 45,839 km² in water depths of up to 3,000 metres. The licence was initially awarded to Impact as a Technical Cooperation Permit in 2012 and subsequently converted to an Exploration Right in 2014. In 2021, BG International Limited, a wholly owned subsidiary of Shell plc (“Shell”) acquired a 50% working interest and operatorship, subsequently increasing its interest to 55%.
Orange Basin Deep (OBD) (Exploration Right 12/3/335), offshore South Africa
The Orange Basin Deep block is located offshore western South Africa within the Orange Basin and covers approximately 15,500 km² in water depths of up to 4,200 metres. The licence was awarded to Impact as a Technical Cooperation Permit in 2016 and converted to an Exploration Right in 2017. In June 2017, TotalEnergies acquired 77.78% and operatorship of the OBD block, expanding their position in the Orange Basin and bringing additional technical expertise. Following the farm-in of TotalEnergies in 2017, QatarEnergy farmed-in to the OBD block, acquiring 29.17% equity with Total retaining 48.61% equity.
About Impact Oil & Gas
Impact is a UK-based, privately owned, independent oil and gas company with extensive experience in large scale, deep water plays offshore Western and Southern Africa. The Company’s current portfolio, covering approximately 15,000km2, is focused on Namibia, where it has a 9.5% participating interest in the Venus oil filed, offshore Namibia, operated by TotalEnergies. The Venus Field is expected to FID a ~750mmbbl field development in 1H2026.
In addition, Impact continues to own approximately 20% of Africa Energy Corp, a TSX listed oil and gas company, with a significant interest in the Brulpadda-1X and Luiperd-1X gas condensate discoveries on Block 11b/12b offshore South Africa.
Impact is currently transitioning from a pure exploration company to a company moving into a major offshore development and working towards production and cashflow by the end of the decade. Impact will continue to draw on the deepwater exploration expertise it has developed and pursue select, value accretive opportunities.
Source: Impact Oil & Gas
