Bye bye AJEUnder the Nigerian JOA, a change in ownership...

Bye bye AJE



Under the Nigerian JOA, a change in ownership (directly or indirectly) of more than 50% of a
party results in the other joint venturers being able to exercise pre-emptive rights to acquire
(for cash) that party?s joint venture interest as if it were a transfer of that party?s interest. The
cash value is to be agreed with the party or parties exercising the pre-emptive rights, failing
which it will be determined by an independent expert.
The pre-emptive rights triggered upon such a change of ownership are exercisable within 30
days following notice of the final terms and conditions relating to the proposed change in
control. Importantly, if the change of control transaction does not complete, the pre-emptive
rights also terminate.
Accordingly, if Tangiers becomes entitled to more than 50% of the Shares, then under these
provisions, Jacka?s interest in the Aje Field may be acquired for cash by one or more of the
existing joint venturers. A recent discovery in an adjacent licence and the near-completion of
the Field Development Plan heightens the risk that these pre-emption rights may be
exercised in the event of a change of control of Jacka.