PEL 83 - TotalEnergies to Enter as Operator

Executive Summary

• TotalEnergies will take over operatorship of Petroleum Exploration License 83 (PEL 83) and acquire a 40% participating interest, shifting the ownership structure from Galp to a TotalEnergies‑Galp partnership.
• The agreement includes a commitment to drill at least three appraisal wells on PEL 83 within the next two years, with the first well targeted for 2026.
• Galp and TotalEnergies signed a funding agreement whereby Galp will receive a 50% carry on its investments in the first development at Mopane, repayable from 50% of Galp’s future cash flows after first commercial oil; Custos (Sintana’s indirect partner) will continue to benefit under the existing JOA.

Key Details

• Interest Structure: Sintana holds an indirect 49 % interest in Custos Energy Ltd., which owns a 10 % working interest in PEL 83, giving Sintana an effective 4.9 % interest. NAMCOR also holds a 10 % working interest.
• Operator Change: TotalEnergies will become the operator of PEL 83, replacing Galp’s subsidiary SGPS, S.A.
• Participating Interest Transfer: TotalEnergies will receive a 40 % participating interest from Galp, which retains an 80 % stake (now split between TotalEnergies and Galp).
• Exploration Commitment: At least three wells to be drilled on PEL 83 over the next two years; first well under assessment for 2026.
• Funding Agreement Terms:
• Galp’s investments in the first development at Mopane will receive a 50 % carry.
• The carry is repayable after first commercial oil production, using 50 % of Galp’s future cash flows from the project.
• Custos Benefit: Custos will continue to receive its share of the carry as stipulated in the existing Joint Operating Agreement for PEL 83.
• Regulatory Conditions: Transaction subject to customary third‑party approvals from Namibian authorities and joint‑venture parties; expected completion during 2026.

Notable Quotes

“The addition of TotalEnergies to the PEL 83 partnership as operator and significant participating interest owner speaks to the quality and scale of the opportunity… The increase in committed technical and financial resources … provide an opportunity to increase the value of our interests therein,” – Robert Bose, Chief Executive Officer, Sintana Energy Inc.