Tenaz Energy has closed the acquisition of the issued and outstanding shares of a private company, with interests in the Gateway to the Ems(1) (“GEMS”) project on the boundary of the Dutch and German sectors of the North Sea. Purchase price was US$244 million ($339 million), comprised of US$232 million ($323 million) in cash and US$12 million ($17 million) in Tenaz common shares, with contingent consideration of up to US$60 million ($83 million) based on the success of future exploration prospects. Net production from the assets is estimated to be 3,200 boe/d (99% TTF natural gas) during 2025, increasing to approximately 7,000 boe/d during 2026.

Transaction Attributes

• Delivers on M&A Strategy: Tenaz has acquired a high growth, high return asset base with significant facility capacity, low-risk development opportunities and substantial exploration upside.
• Robust Cash Flow Profile: At current strip pricing, the acquired assets are expected to generate funds flow from operations (“FFO”) of approximately $160 million and free cash flow (“FCF”) of approximately $95 million in 2026. This cash flow profile will be partially underpinned by hedges of 14,000 MMbtu/d which will be swapped from October 2025 to December 2027 at an estimated price of €30.75/MWh ($14.65 per MMbtu), protecting approximately €100 million ($163 million) of revenue during the hedge period.
• Appropriate Transaction Structure and Financing: Tenaz funded the purchase price primarily from cash and longterm notes, along with a small equity component, to maximize value for existing shareholders. The Acquisition is expected to generate significant accretion in all key metrics, including production, reserves, cash flow, free cash flow and net asset value per share. Contingent consideration will only be due in the event of large new gas discoveries, aligning further payments with realization of incremental value by Tenaz shareholders.
• Highest Quality North Sea Assets with Significant Organic Inventory: The acquired assets include the highest producing rate well in the Netherlands, two tested and unproduced gas pools in the proved undeveloped reserve category, and numerous additional high quality exploration prospects. We project multi-year production growth within existing facility capacity, with the capability to increase capacity over time as development and exploration progress.

Asset Description

Geology
Production is from the Basal Rotliegend Sandstone within the Permian-aged Lower Slochteren formation, deposited in a fluvial-to-deltaic environment in paleo lows. Gas is sourced from the underlying Carboniferous coals, with the claystones of the Silverpit Formation forming the seal in these tilted fault block pools. Along with well control that shows sandstone continuously present along an approximately 50 km long fairway, a combination of 2D and 3D seismic has been used to map multiple exploration prospects in the Basal Rotliegend. ONE-Dyas B.V. (“ONE-Dyas”), the largest private oil and gas company in the Netherlands, is the GEMS project operator.

Licenses
The GEMS properties consist of five highly prospective licenses, three in the Netherlands and two in Germany, that cover 1,811 km² (447,000 acres) at an average distance of 30 km offshore in water depth of approximately 25 meters. The nonoperated working interests in the licenses range from 22.5% to 45%. In addition to ONE-Dyas, other license partners are EBN in the Netherlands and ENI in Germany. The Netherlands has no royalty on gas production. Royalties in Germany are 5% of revenue net of operating costs.

KeyFacts Energy: Tenaz Energy Netherlands country profile   l   KeyFacts Energy: Acquisitions & Mergers news