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CAMAC Energy A2 (Gambia) Ltd., Block A2, Petroleum License, 2012
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  • ocds-591adf-7711595368
  • March 01, 2016
  • English
  • Gambia See Legislation  in African Mining Legislation Atlas
  • Minister of Petroleum
  • May 24, 2012
  • Company-State Contract
  • Exploitation Permit/License Exploration Permit/License
  • Hydrocarbons
Key Clauses
  • Arbitration and dispute resolution
  • Assignment or transfer
  • Audit mechanisms - financial obligations
  • Bonuses
  • Cancellation or termination
View all Key Clauses
Company
  • CAMAC Energy A2 (Gambia) Ltd.
  • Cayman Islands
  • -
  • -
  • -
  • -
  • -
  • -
  • No
Associated Documents
No associated documents available.
CONCESSION / LICENSE AND PROJECT
  • -
  • -
  • Block A2
  • -
Source
  • https://www.sec.gov/Archives/edgar/data/1402281/00...
  • Security exchange
32 Key Clauses
  • General
  • Environment
  • Fiscal
  • Social
  • Operations
  • Legal Rules
General
Country
Republic of Gambia
Page 8 ( Preamble )
Date - contract signature
Date of Signature 24/05/2012
Page 8
Date of issue of title/permit
Date of issue of contract- 24/05/2012. This is also the effective date.
Page 8 ( Preamble, Art. 2.2 )
Location
Exploration Area | The coordinates of the licence area are; Block A2- Area (Km Sq.) - 1282.37 NW Corner - 13 Deg 35 Min 36 Sec N 17 Deg 40 Min 00 Sec W NE Corner - 13 Deg 20 Min 36 Sec N 17 Deg 40 Min 00 Sec W SE Corner - 13 Deg 20 Min 00 Sec N 17 Deg 15 Min 00 Sec W SW Corner - 13 Deg 20 Min 00 Sec N 17 Deg 40 Min 00 Sec W
Page 20 , Page 104
Name of company executing document
Camac Energy A2(Gambia) Ltd.
Page 8 ( Preamble )
Name of field, block, deposit or site
Block A2
Page 1
Size of concession area
Size of Licence area- 1282.37 Km. Sq
Page 104
State agency, national company or ministry executing the document
The Minister of Petroleum on behalf of the Republic of Gambia.
Page 8 ( Preamble )
Term
Unless the contract is terminated or surrendered, it is valid from the date of the license (effective date) until the first of the following occurs; a. the last day of exploration period if there is no development and production period. b. the last day of the last subsisting development and production period. c. the day that is 30 years from the effective date
Page 20 ( Art. 2.2 )
Type of contract
Exploration Licence
Page 1
Year of issue of title/permit
Year of Issue- 2012
Page 8
Environment
Environmental impact assessment and management plan
Camac Energy shall comply with the health, safety and environment obligations under Part IX of the Petroleum Act, with respect to the preparation of environmental impact assessments and preparation and the implementation of environmental rehabilitation plans.
Page 49 ( Art. 8.2 (f) )
Fiscal
Audit mechanisms - financial obligations
The Government has the right to audit Camac Energy A2 (Gambia)'s accounts and records within 6 years from the end of each such year, and may examine and verify all charges and credits relating to Camac Energy A2 (Gambia)'s activities and all books of accounts, accounting entries, material records and inventories, vouchers, payrolls, invoices and other related documents. Art. 20
Page 78
Bonuses
Camac Energy A2 (Gambia) shall pay to the Government a signature bonus of 1 million US $ within 30 days of the effective date.Camac Energy A2 (Gambia) shall pay to the Government a development and petroleum plan bonus of 2 million US $ within 30 days of the date when the commissioner approves the first proposed development and production, and shall pay to the Government an additional development and production plan bonus of 2 million US $ within 30 days after each date on which the commissioner approves a subsequent and separate proposed development and production plan. If an approved development and production plan is amended to incorporate a satellite development, then within 30 days thereafter, Camac Energy A2 (Gambia) shall pay a separate 2 million US $ per 1,000,000 barrels reserves to a maximum 40 million US $ development and production plan bonus in respect of that satellite development. Camac Energy A2 shall pay to the Government production bonus in respect of each development and production area within 60 days of first reaching each of the following production levels from that development and production area or satellite development; start of production- 10 million US $; production above 50,000 bopd- 10 million US $; Each production increase of 50,000 bopd over the last production threshold that trigged a production bonus payment - 10 million US $ All these bonuses paid by Camac Energy A2 to the Government shall not constitute a resource expense, direct operating cost or otherwise be deductible for the purposes of calculating net income from petroleum operations pursuant to the tax schedule.
Page 45
Capital gains tax
Camac Energy shall pay the Government an additional profits tax of 10% within the time set out in the Income Tax Act.
Page 47 ( Art. 7.13 )
Custom duties
Camac Energy A2 (Gambia) and its subcontractors shall be permitted to import free of duty and other taxes on imports of machinery, equipment, vehicles, materials, supplies, consumable items other than food and alcoholic beverages and moveable property. Art. 15
Page 63
Income tax: rate
Income tax paid by Camac Energy A2 (Gambia) pursuant to the income tax act shall not constitute a resource expense, a direct operating cost or otherwise be deductible for the purposes of calculating net income from petroleum operations pursuant to the income tax act. Camac Energy A2 (Gambia)'s net income from petroleum operations shall be subject to income tax only under the tax schedule and not under the income tax act.
Page 47 ( Art. 7.15 )
Royalties
CAMAC Energy A2 (Gambia) shall pay the Government a royalty on all petroleum produced under the licence. The liability is to be discharged as follows: (a) in the case of natural gas, by paying to the Government the royalty at the rate calculated in the manner specified in an agreement entered into between the minister of petroleum and CAMAC Energy A2 (Gambia); and (b) in the case of crude oil: by paying to the Government the royalty in respect of crude oil produced from the first development and production area, and from each subsequent development and production area that is not developed as a satellite development, shall be the value f.o.b. The Gambia of all crude oil produced by CAMAC Energy A2 (Gambia) in that development and production area during the month in which crude oil produced, multiplied by the highest applicable percentage set forth under this contract; The royalty payable in respect of crude oil produced from a satellite development shall be the value f.o.b. of crude oil produced by CAMAC Energy A2 (Gambia) from that satellite development during the relevant month multiplied by 25%. The minimum royalty rate payable in respect of any crude oil produced from any development and production area is equal to the royalty rate paid in the previous month in respect of crude oil produced from that development and production area. The royalty rate in respect of crude oil produced from each development and production area prior to the completion and commissioning of permanent production facilities in that development and production area, is (20%). The value of crude oil is calculated in accordance with this contract. Royalty can also be taken kind and quantities produced in testing. The commissioner may, by notice to Camac Energy A2 (Gambia) not later than 90 days prior to the commencement of any month, require delivery of a prescribed percentage of crude oil that is produced in that month. Royalty can be taken partly in kind, through notice by the commissioner specifying a percentage that is less than the prescribed percentage. royalty statements. The royalty in respect of crude oil produced is payable within 30 days after that crude oil is sold or otherwise disposed of.
Page 41
Social
Local employment
Camac Energy A2 (Gambia) shall give preference to Gambian citizens having requisite expertise and qualifications in hiring managerial, administrative, operational and other personnel. Art. 13.2
Page 59
Local procurement
Camac Energy A2 (Gambia) shall use goods and services produced or provided in Gambia provided the goods and services are in accordance with internationally accepted standards, available on a timely bases in the quantity required and available at prices that are not more than 10% greater than those offered by an international supplier. Art. 12.1
Page 58
Protections or benefits for employees, dependents, or others
Camac Energy A2 (Gambia) has the corporate social responsibility to contribute to sustainable economic development, working with employees, their families, the local community and society at large to improve the quality of life in Gambia.
Page 58 ( Art. 12.2 )
Training
Camac Energy A2 (Gambia) shall provide Government personnel with on-the-job training in the licensee's operations in Gambia, and overseas and practical training at institutions abroad; It shall send suitable Gambian personnel selected by the Government on courses at universities, colleges or other training institutions mutually selected by the Camac Energy A2 (Gambia) and the Government; it shall send Gambian personnel to conferences and seminars related to the petroleum industry and purchase advanced technical books, professional publications, scientific instruments or other equipment required by the Government. Art. 13.3 (a) (ii)
Page 59
Operations
Infrastructure
Camac Energy A2 (Gambia) has the right to jointly develop and utilize infrastructure if there is a reservoir within the License area/s Art. 23.2
Page 84
Work and investment commitments
During the initial exploration period, Camac Energy A2 (Gambia) shall complete, (i) "a regional geological study"; and (ii) "acquire, process, and interpret 750 square km 3D seismic data, by the end of the second year of the initial exploration period. (iii) "It shall also drill one exploration well to the total depth of 5000 meters below the sea level"; and (iv) "evaluate the drilling results". Camac Energy A2 (Gambia) shall submit at least three months prior to the beginning of each year, a detailed work programme, and budget for the petroleum operations it seeks to carry out, and the estimated costs to the Commissioner. Arts.3.2, 4.1
Page 23 , Page 25
Legal Rules
Arbitration and dispute resolution
The parties should try to settle any disputes amicably. If a dispute cannot be settled amicably, a party who desires to submit a dispute for resolution should notify the other party through writing. Disputes that are expressly stated in this Licence are to be referred to an expert. The arbitration award if final and binding on the parties. The arbitration is bound by the ICSID rules Art. 28
Page 91
Assignment or transfer
Camac Energy A2 (Gambia) cannot assign any privileges, duties or obligations under the contract without prior written consent of the Ministry of Petroleum. Any assignment made pursuant to the consent shall bind the assignee to all the terms and conditions and the assignee shall undertake to assume all the obligations of the assignor. Art. 21.1
Page 79
Cancellation or termination
If Camac Energy A2 (Gambia) defaults on any obligation under the contract, the minister of petroleum is entitled to terminate this contract. Art. 26.2
Page 86
Confidentiality
The parties shall maintain confidentiality of all data, interpretations and other information generated except to the extent such information is required in compliance with applicable laws or regulations or other legal proceedings or because of any order of any court binding upon a party. Confidential information may be disclosed to prospective or actual attorneys, consultants, shipping companies, subcontractors or agents engaged by a party where disclosure is essential to such person's work for such party. Confidential information may also be disclosed as required under the rules or requirements of a government or stock exchange having jurisdiction over such a party; to its employees for the purposes of implementation of this license; and any information which, through no fault of a party, becomes part of the public domain. Disclosure should not be made unless the disclosing party has obtained a written undertaking from the recipient that provides for rights and obligations of the recipient party regarding the disclosed information.
Page 75
Governing law
The contract is governed by the laws of Gambia. Art. 25.1
Page 85
Hardship clause or force majeure
If Camac Energy A2 (Gambia) is unable to perform its obligations due to reasons of force majure, then it shall be relieved from such an obligation to the extent of such an inability. Force Majeure means any event or circumstance that is beyond the reasonable control of the party claiming relief, having acted in accordance with best industry practice. Art. 27.1, 27.3
Page 88
Reporting requirements
Camac Energy A2 (Gambia) is obligated to submit to the commissioner at quarterly intervals, 3 months from the effective date, a summary of all geological and geophysical work carried out, a summary of all drilling activity and results obtained and a list of maps or reports and of other geological and geophysical data. Within 60 days after the end of any year of the term, Camac Energy A2 (Gambia) shall submit a record of all the petroleum activities that year, estimates of the crude oil and natural gas reserves, summaries of wells drilled within 6 months of completion of drilling and copies of all data relating to the petroleum operations. Art. 19.3 Art. 19.3
Page 70
Stabilization
If due to change of applicable laws, the Camac Energy A2 (Gambia) enjoys any economic benefits, the parties shall meet and act in good faith to negotiate revisions to the contract for the benefit of both parties. Art. 31.1
Page 100

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