Tethys Petroleum Ltd. announced in a press release that it has entered into a definitive agreement for the sale of 50% of its Kazakh oil and gas assets to SinoHan Oil and Gas Investment BV, part of HanHong, a PRC-based private equity fund in Beijing.

As part of the terms, Tethys will receive an initial payment of US $75 million for the sale, according to the release. Additional performance bonus payments will be made to Tethys for the incremental discovery of proven and probable reserves achieved from the 2013 and 2014 drilling program and also in profit sharing of excess profit at any exit by SinoHan from the project. SinoHan will acquire a 50% interest (plus one share) in Tethys Kazakhstan SPRL, the wholly owned subsidiary of Tethys, which holds the Kazakh assets. Tethys will remain as operator of the Kazakh assets with both partners having equal board representation in TK SPRL.

The sale achieves the following according to the release:

  • A $75 million cash injection into Tethys, with the potential for future bonuses;
  • Ability to maintain 50% holding in producing asset with significant upside;
  • The funding of a more extensive and accelerated work program in Kazakhstan; and
  • Working with a strategic investor with access to capital and strong Chinese networks in the resource sector.

The sale is subject to Kazakh state approvals, including the waiver on preemption (Article 36). Closing will take place once these approvals are received, according to the release.

The $75 million initial cash payment to Tethys includes a base consideration of $55 million and $20 million toward the cost of an agreed work program that commenced on July 1. This work program includes the currently drilling AKD08 and 09 wells and testing of the KBD01 well, according to the release. Two further payments of up to $30 million will be made to Tethys for any increase in proved and probable oil and gas reserves in calendar years 2013 and 2014 (adjusted for any production in 2013 and 2014).