PERTH (miningweekly.com) – Junior oil and gas explorer Tangiers Petroleum has signed a bid implementation agreement with fellow Africa-focused explorer Jacka Resources, solidifying its off-market takeover offer for the company.

The combined entity will have a market capitalisation of A$80-million and will own a portfolio of exploration and development assets in Africa.

Tangiers is offering 0.468 of its own shares for every Jacka share held, valuing the firm at A$0.112 apiece. The offer is a 56% premium to Jacka’s last closing share price on November 29, and a 53% premium on the one-month volume-weighted average price of Jacka shares.

Tangiers shareholders will hold a 53% interest in the newly formed company, with Jacka shareholders holding the balance.

Tangiers and Jacka said in a joint statement on Thursday that combining the two companies would deliver a strong portfolio of prospective exploration, appraisals and development assets in Africa, including two high-impact wells planned for 2014.

The combined company would also have exposure to a near-term offshore Nigerian development project, where the joint venture planned to complete the Aje development plan by early 2014.

The newly formed company would also have early-stage acreage in Somaliland and Tanzania, both of which have attracted strong interest from industry participants.

The Jacka board have unanimously recommended that shareholders accept the offer, with chairperson Scott Spencer saying the transaction would provide a strong platform to pursue the exploration opportunities within the portfolio.

“The board and management of Jacka are very focused on the opportunity to create significant value through appraisals and development of the Hammamet West oilfield, offshore Tunisia. With this transaction, shareholders will also gain exposure to a second near-term opportunity through Tangiers’ Tarfaya prospect, scheduled to be drilled in 2014 offshore Morocco, which is emerging as a leading frontier of oil provinces in Africa.”

Tangiers chairperson Eve Howell commented that the transaction was consistent with the company’s strategy of focusing on growth in Africa, and building a portfolio that balances low risk, moderate reward development and production opportunities with higher risk, large exploration potential.

“Jacka’s portfolio provides diversity to Tangiers’ shareholders with exposure to highly prospective exploration drilling, as well as appraisals and development activity in a number of countries over the next two years.”

The transaction was subject to a number of conditions, including a 90% acceptance.