CR-2025-001156 - [2025] EWHC 2129 (Ch)

Finally, on 17 June 2025, Outrider’s solicitors wrote a “subject to contract” letter, said to reflect Mr Hope’s evidence as to Outrider’s intention to work with a suitable investor to acquire and invest in the Oilfield. The letter explained that Outrider was already in commercial discussions with ABI and LVIL. The proposed acquisition would take the form of the purchase of MOL’s shares in MOSA, either by agreement with MOL or in MOL’s liquidation. Outrider said that it would be fairer for MOL to be placed into liquidation, affording Outrider, BMK and any other interested parties the opportunity to acquire MOSA on the best possible terms for all creditors, and then invest in it, compared to wiping out Outrider’s creditor rights if the Plan were sanctioned.

According to the letter, Outrider and LVIL are working with CG International Petroleum Corporation (CGIP), which “has agreed to provide funding for the acquisition of the Oilfield and to operate the Oilfield. CGIP have extensive experience in oilfield restart and are presently working in the Republic of Chad for restart of Belanga and Lara [sic] oilfields. CGIP will work with Outrider and LVIL to invest in the restart of production of Oil. CGIP is, like LVIL, well placed to invest in the acquisition and development of the oilfield so that oil can be produced.”

Outrider offered to purchase MOL’s shares in MOSA for US$700,000, the offer being made on an open basis “ … to demonstrate Outrider's fixed and settled intention to acquire MOSA and, ultimately, the Oilfield with the benefit of funding via LVIL and CGIP.” If the offer was not accepted, it was intended to make “the same or substantially the same offer to the joint liquidators of [MOL] if [MOL] enters liquidation.” Outrider considered this outcome a significantly better alternative for it than the consequence of the Plan. The offer did not include an offer to buy the intercompany loans due from MOSA to MOL and BMK. Outrider considered it unlikely that BMK would risk the termination of the PSA through the enforcement of BMK’s own debt interest but, even if it did, new terms could be discussed with OMNIS.

On 25 June 2025, very shortly before the Sanction Hearing, CGIP sent a letter to Outrider which included the following:-

“This letter is to confirm CG International Petroleum (“CGIP”) is interested in investing in the Madagascar Oil and Gas project in Madagascar in conjunction with Outrider Master Fund, LP (“Outrider”) and Linkvalue Investments Limited (“LVIL”).”

After explaining the project in Chad, CGIP stated that:-

“CGIP has received over 15 MM USD in private investment from our shareholders and additionally has received an offer for prepay financing (a loan backed by pre-sale of hydrocarbon) from an international trading house for $15 MM USD. Similar financing for the project in Madagascar is available from our backers.”

The letter concluded that:-

“We have engaged with Outrider and LVIL with the purpose of investing in the project, assuming operational control and revitalizing the underlying assets.”

Outrider has provided a CGIP multi-currency balances account statement with Corpay, indicating a credit balance of just short of US$750,000 as at 30 May 2025. In addition, Outrider produced a letter dated 25 June 2025 on the headed notepaper of a Canadian firm of barristers and solicitors, signed by the corporate secretary of CGIP stating that:-

“Reference is made to a backstop commitment agreement (the “Backstop Commitment Agreement”) dated as of the 19th day of February, 2025, made among the Corporation and certain of its management and shareholders (the “Backstop Parties”).

This letter confirms that pursuant to the terms and conditions of the Backstop Commitment Agreement, the Backstop Parties have committed to advance up to USD$7,000,000 of additional funds to the Corporation within 30 days after a funding request is made by the Corporation to such Backstop Parties.

As of today’s date no capital has yet been drawn under the Backstop Commitment Agreement.”