SYDNEY: Bounty Oil & Gas NL said Tuesday it has entered a binding share sale agreement to acquire all issued units in PetroQuest Liberia Deep Water LLC, gaining exposure to a deepwater exploration block offshore Liberia.

PetroQuest holds a letter of engagement with the National Oil Company of Liberia, under which NOCAL will negotiate and enter into a production sharing contract with the Liberia Petroleum Regulatory Authority for Block LB-32 in the Harper Basin.

In conjunction with the acquisition, Bounty said it received firm commitments to raise approximately $3,547,500 through a placement cornerstoned by Tribeca Investment Partners, L1 Capital Global Opportunities Master Fund and S3 Consortium.

Block LB-32 covers 2,322 square kilometers in water depths of roughly 1,500 to 4,200 meters and adjoins Blocks LB-30 and LB-31 to the west. It was the last unlicensed block in the Harper Basin when PetroQuest secured rights over it.

Initial interpretation indicates the block contains a significant portion of the deepwater fan prospects Jupiter and Zeus, as well as other leads. The block is covered by about 656 square kilometers of 3D seismic and 753 line-kilometers of 2D seismic.

Bounty said the coastline including LB-32 is interpreted as the conjugate margin to Guyana, where major oil discoveries have been made. The company cautioned that the Harper Basin basin floor fan play remains untested by drilling and that geological analogy does not guarantee exploration success.

“This transaction comes at a time when there have been significant movements by majors in the same play fairway in Liberia including TotalEnergies and in the adjoining jurisdictions including Petrobras and ExxonMobil,” the Bounty board said in a statement.

Under the agreement, Bounty will pay vendors $1.5 million in cash, issue 863,152,609 shares at a deemed price of $0.012 each, issue 86,315,261 shares to refund an exclusivity fee, and issue 1 billion performance shares in two tranches of 500 million. The first tranche vests on delivery of an independent competent person’s report confirming a P50 prospective resource of at least 800 million barrels recoverable with a geological chance of success of at least 30%. The second vests on execution of a binding farm-out agreement.

Vendors will also receive deferred cash payments of $750,000 upon the first milestone and $500,000 upon the second, plus a 1.75% gross overriding royalty over production from Block LB-32 and 50% of any farm-in payments, signature bonuses and discovery payments.

Completion is subject to conditions including due diligence, confirmation of the block title pathway, shareholder approval, a capital raising of at least $3 million, regulatory approvals and execution of a royalty deed. Conditions must be satisfied or waived by Dec. 31, 2026.

If a production sharing contract for Block LB-32 has not been executed within 18 months of completion, Bounty may require the consideration and performance shares to be bought back and canceled for no consideration.

The placement will be completed in two tranches: 177,718,255 shares under ASX Listing Rule 7.1 to raise about $2,132,619, expected to be issued on or around Sept. 25, 2026; and 117,906,745 shares subject to shareholder approval to raise about $1,414,881.

Oakley Capital Partners acted as sole lead manager to the placement and corporate adviser to the acquisition. Bounty will pay Oakley $212,850, or 6% of gross placement proceeds, and 17,737,500 shares, or 6% of placement shares, subject to shareholder approval.

Bounty must commission an independent competent person’s report on Block LB-32 within 12 months of completion. The company said it will not report prospective resources for the block until it has acquired licensed 3D data and commissioned an independent evaluation.

The company also said it entered a 12-month investor marketing and relations agreement with Report Card Pty Ltd for $120,000 plus GST, to be satisfied through the issue of 6,666,666 shares at a deemed price of $0.018, subject to shareholder approval.

Bounty appointed Dave Wall of GBA Capital Pty Ltd as a strategic adviser to assist with maximizing value from existing assets and the proposed acquisition.

ASX confirmed that Listing Rules 11.1.2 and 11.1.3 do not apply to the transaction, Bounty said.