Tanzania’s Songo Songo Gas Field Sale to Taifa and Amber Goes to Appeal as Operator Plans to Stop Running the Field by 29 November

Tanzania’s Taifa Gas and UAE-registered Amber Energy Investment appealed on 20th October 2026 against the block on the USD 10 Songo Songo gas field sale by British Virgin Islands-based Orca Energy Group (TSXV: ORC.A, ORC.B).

The appeal was filed with the Fair Competition Tribunal of Tanzania, the body that reviews rulings of the Fair Competition Commission (FCC), according to an Orca press release issued on 22 October 2026.

Under the sale and purchase agreement dated 10 April 2026 and announced on 13 April, Orca would sell all shares in its Mauritian holding company PAE PanAfrican Energy Corporation (PAEM) for a nominal USD 10.

Taifa Gas Tanzania Limited would take 49% of PAEM and Amber Energy Investment L.L.C-FZ would take 51%, according to the terms announced in April.

PAEM indirectly owns PanAfrican Energy Tanzania Limited (PAET), which operates the Songo Songo field under a production sharing agreement with the Tanzania Petroleum Development Corporation (TPDC) and the government, so the sale would transfer Orca’s entire Tanzanian business to the buyers.

The FCC opened a review and investigation of the acquisition on 22 May 2026 to assess whether it was likely to substantially lessen competition in a relevant market, and invited interested third parties to submit objections or information.

On 5 October 2026 the FCC issued a notice to PAET and the buyers prohibiting the merger application, which Orca disclosed on 9 October while noting that the notice gave no information on how or why the decision was taken.

The FCC provided its reasons to PAET and the buyers on 15 October 2026, although Orca’s release does not disclose them, and the buyers filed the appeal five days later after reviewing the decision and holding discussions with Orca and PAET.

Orca stated that the transaction has not been terminated and remains subject to specific and customary closing conditions, including approval of the TSX Venture Exchange.

Other conditions set out in April include approval from the Minister responsible for petroleum affairs and the release of Orca from guarantees given to the International Finance Corporation (IFC), and any party may terminate the agreement at any time for any reason.

Orca shareholders approved the sale on 17 June 2026, and on 20 August the parties extended the deadline for meeting the closing conditions to 31 August 2026 to allow more time for Tanzanian regulatory approvals.

The appeal follows several developments since our report of 1 October 2026, when the Songo Songo development licence was still due to expire on 10 October 2026.

On 1 October 2026 the Minister of Energy issued a notice of intention to grant a licence extension to TPDC and PAET, with proposed terms and a statutory 60-day period for a response during which the rights and obligations under the existing licence and production sharing agreement continue.

PAET responded to TPDC on 9 October that it rejects the proposed terms because the commercial and fiscal conditions are uneconomic and unacceptable, adding that its response is not an acceptance and that it reserves its rights and remedies under applicable agreements, the law, and ongoing arbitration proceedings.

PAET told TPDC and the Ministry of Energy that it is willing to keep operating the Songo Songo facilities under the existing licence and production sharing agreement during the 60-day period, so that gas continues to flow to customers while operations pass to TPDC and Songas Limited (Songas).

PAET also proposed a transition working group involving itself, TPDC, and Songas to coordinate transition planning and operational readiness activities ahead of any handover.

PAET intends to cease operating the Songo Songo facilities by 29 November 2026, or earlier if TPDC and Songas confirm operational readiness.

Songo Songo Gas Field, Licence Dispute, and Arbitration Claims

Songo Songo is Tanzania’s first natural gas development, located on and around Songo Songo Island about 15 kilometres off the coast and 200 kilometres south of Dar es Salaam, and it accounts for about 54% of the country’s daily gas output according to Orca.

The field holds proved and probable reserves of 293 billion cubic feet and has a productive capacity of about 165 million standard cubic feet per day, with processed gas moving through a facility rated at 110 million cubic feet per day and then through a 25-kilometre offshore pipeline and a 207-kilometre onshore pipeline to Dar es Salaam.

Tanzania granted the Songo Songo Development Licence to TPDC in 2001 for an initial term of 25 years, the production sharing agreement was signed on 11 October 2001, and Orca has operated the field through PAET since 2004.

In Dar es Salaam the gas supplies power generation and industrial customers, including the Ubungo plant of Songas, which also owns the gas processing plant and the pipeline from the island.

The power purchase agreement between Songas and the Tanzania Electric Supply Company (TANESCO) expired on 31 October 2024 without renewal.

PAET asked TPDC to apply for a licence extension in April 2023, and after a notice of dispute issued on 7 August 2024, Orca’s subsidiaries filed three claims with the International Centre for Settlement of Investment Disputes (ICSID) in August 2025 against Tanzania and TPDC.

The claims allege breaches of the production sharing agreement, the gas agreement, and the Mauritius-Tanzania bilateral investment treaty, citing the failure to extend the licence, the forced continuation of the Protected Gas regime, unpaid royalties, and a broader pattern of harassment.

Orca values the project at about USD 1.2 billion, and under the sale agreement it would have no further interest or obligation in the licence extension outcome or in the arbitrations with the government.

The buyers would also take over Orca’s contingent tax liabilities and the claim brought by Swala Oil and Gas Tanzania Plc, which Orca said in its update of 28 September 2026 has been withdrawn from arbitration.

Orca’s board concluded that the Tanzanian assets have no material residual value because geological data belongs to the government, PAET’s fixed assets pass to TPDC when the licence and agreement end, and moveable assets have nominal value.

Taifa Gas Tanzania is a leading liquefied petroleum gas company active in importation, storage, cylinder filling, distribution, and exports to neighbouring markets, and it is owned by businessman Rostam Aziz.

Amber Energy Investment is a free zone company registered in the United Arab Emirates, and Orca’s announcements on the transaction do not name its owners.

Under Tanzania’s Fair Competition Act, mergers above the notification threshold must be cleared by the FCC, which can approve a merger, approve it with conditions, or prohibit it, with appeals going to the Fair Competition Tribunal.

The Act prohibits mergers that create or strengthen a position of dominance, which it defines as the ability to restrain competition profitably and materially for a significant period, combined with a share of the relevant market above 35%.