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Block Energy Plc: agreement to acquire 100% interest in West Rustavi field

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Oilfield Technology,

Block Energy Plc, the exploration and production company focused on the Republic of Georgia, is pleased to announce it has secured an agreement with Georgian Oil and Gas Limited to increase its working interest in the West Rustavi licence to 100% from the current 25%.

Block’s interest in the Licence is held via its 100% owned subsidiary Georgia New Ventures, Inc (‘GNV’) which is also party to the Agreement.

The Agreement replaces the original earn-in deal, signed on 21 June 2017 (and as set out in paragraph 13 (viii) of Part V of Block’s Admission Document dated 4 June 2018), which provided that Block would increase its WI to 75% upon completion of the Company’s ongoing West Rustavi workover and sidetracking programme.

On completion of the transaction Block will take full strategic control of future operations in the field, which holds an estimated 38 MMbbls of gross contingent resources ('2C') of oil (Source: CPR completed by Gustavson Associates, 1 January 2018), and a legacy gas discovery. According to the well passport the Company received on acquiring its interest in the 36.5 km2 Licence, one of West Rustavi’s discovery wells flowed at rates up to 29 000 m3/d when originally tested in 1988.

The Terms of the Agreement

The acquisition of the remaining 75% WI in the West Rustavi Production Sharing Contract (‘West Rustavi PSC’) from GOG is to be settled in three stages:

Stage 1 increases Block’s WI to 71.5%, payable on completion of the Agreement of US$250 000 cash. Additionally, within 30 days therefrom Block will pay a further US$500 000 in cash which shall by applied by GOG to subscribe for new ordinary shares in Block priced at the 30 day Volume Weighted Average Price (‘VWAP’) calculated as at the day preceding the day of issue, subject to a minimum issue price of 4p per new ordinary share.

Stage 2 increases the WI to 90%, through the payment of US$250 000 in cash, payable on the earlier of the date of commencement of new additional operations in the West Rustavi PSC and August 31 2019.

Stage 3 increases the WI to 100%, though the payment of US$500 000 in cash, which shall be applied by GOG to subscribe for new ordinary shares in Block, priced at the 30 day VWAP calculated as at the day preceding the day of issue, subject to a minimum issue price of 4p per new ordinary share. This payment shall be made on the earliest date on which one of the following occurs : (i) the farmout of any participating interest in either the West Rustavi PSC or any other production sharing agreement in which the Company or any of its subsidiaries is interested, (ii) the date falling 3 days after the date on which Block notifies GOG of its intention to make such payment, (iii) the completion of a placing of the Company’s shares by Block pursuant to a fundraise; and (iv) the 90th day following the payment relating to Stage 2 above.

The Company currently has sufficient cash resources to meet its obligations under each of the stages above.

The Agreement eliminates the production and reserves based bonuses specified in the original deal, which could have reached US$500 000 per well depending on the level of production from West Rustavi.

By completing the Agreement, Block is no longer obligated to undertake specified workovers or preparation of wells for sidetracks, or to undertake specified sidetracks within determined time periods within the West Rustavi PSC Licence area, which would have required an aggregate expenditure of at least US$4 000 000. Additionally Block is no longer required to purchase production facilities up to a maximum amount of US$1 000 000 for use in connection with the West Rustavi PSC. Current production facilities located in the Licence are fit for purpose. Block has to date spent around US$1 500 000 in relation to preparing wells 16a and 38 for side tracks. The Company’s first high impact side track at 16a, is currently ongoing.

With immediate effect, Block will assume operatorship, which the Company will retain subject to the completion of all stages of the acquisition.

Should Block fail to settle its consideration obligations under any stage, GOG will re-assume operatorship and Block’s interest in the PSC will be reduced to 49%.

Qualifies as a Related Party Transaction

At present GOG owns 32 762 415 shares in the company, representing 12.65% of Block's current issued share capital, and as such is regarded as a related party under the AIM Rules for companies. The Agreement is therefore classed a Related Party Transaction according to AIM Rule 13. The Directors, in consultation with the Company’s nominated adviser, consider that the terms of the Agreement are fair and reasonable insofar as its shareholders are concerned.

Following completion of Stage 3 as set out above, GOG will be issued with up to around 19.3m new ordinary shares (based on the current US$1.30 = £1.00 exchange rate, and the minimum 4p issue price) which will increase its shareholding to around a maximum of around 18.7% (assuming no other share issues in the intervening period).

Block Chief Executive Officer Paul Haywood said: “We are delighted to enter into this new Agreement with our Georgian partners. It gives the Company a clear path to a 100% WI in West Rustavi, complementing our respective 100% and 90% interests in the Norio and Satskhenisi fields. A 100% WI in West Rustavi will give the Company complete discretion over the realisation of the field’s potential.

“The economic impact of this transaction is also significant, whereby in our single well base case production scenario (325 bopd) well netbacks increase by over 40% on completion of the transaction, to around US$41/bbl at US$60 Brent. Moreover, we welcome further strengthening of the relationship between Block and our major shareholder GOG. The deal structure, which is heavily weighted towards equity in the Company, is a strong testament of GOG’s confidence in the Company’s current value and potential upside. West Rustavi is an analogue to the nearby Ninotsminda field where the founders of GOG performed horizontal sidetracks increasing initial production from 50 bpd to over 1900 bpd.

“This is an extremely busy time for the Company and I’d like to thank all stakeholders, directors and management for their continued support. We look forward to updating our shareholders on our current operations at West Rustavi, where we are carrying out a horizontal sidetrack at well 16a, and workovers at Norio.”

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