Tanzania's Most Important Domestic Gas Field Is at the Centre of a USD 167 Million Dispute. A Company in Liquidation Is Making a Better Offer Than the Deal Already Agreed.

DAR ES SALAAM — At the centre of one of the most complex unresolved transactions in Tanzania's energy sector sits a gas field that most Tanzanians barely hears about regularly, but whose operation has powered the country's grid for more than two decades. Why Songo Songo matters Songo Songo is Tanzania's primary domestic gas field, located on an island off the southern coast in the Lindi region and operated through a Production Sharing Agreement among PanAfrican Energy Tanzania Limited, the Tanzania Petroleum Development Corporation, and the Government of Tanzania. The field is not a marginal asset, it has supplied natural gas to power generation facilities and industrial users in Dar es Salaam and along the gas pipeline corridor for more than twenty years, making it the foundational infrastructure layer beneath Tanzania's domestic energy system whose reliability the country's industrial and commercial activity depends on daily. The field's significance extends beyond its current production volumes. According to Tanzania Petroleum Development Corporation data, Tanzania holds approximately 57 trillion cubic feet of proven natural gas reserves whose development trajectory makes the Songo Songo field's operational continuity a strategic priority for the domestic gas supply architecture that the LNG export project, the Julius Nyerere Hydropower Project's complementary baseload gas generation, and the industrial energy supply for Dar es Salaam's manufacturing and commercial sector all depend on. The government is simultaneously negotiating a USD 42 billion LNG project with Equinor, ExxonMobil, and Shell whose domestic gas utilisation obligations connect directly to the field's production framework. Who owns and operates Songo Songo, on what terms, and under whose regulatory oversight is therefore not a routine corporate transaction question. It is a national energy security question. That question is now unresolved in circumstances whose complexity warrants public attention. How Orca came to exit for USD 10 Orca Energy Group Inc., listed on the TSX Venture Exchange, has operated Tanzania's Songo Songo gas field through its subsidiary PanAfrican Energy Tanzania Limited for over two decades. The company's decision to exit followed what its board described as a lengthy review of risks including ongoing disputes, claims, uncertain licence renewal prospects, contingent tax liabilities, potential capital expenditures, and the costs of arbitration and other litigation, the timing and outcome of which are years away and uncertain, according to Orca's official announcement on 13 April 2026 published through Globe and Mail's market news service. On 13 April 2026, Orca announced a definitive Share Purchase Agreement to sell all outstanding shares of PAE PanAfrican Energy Corporation, its wholly-owned Mauritian holding subsidiary through which PAET holds Orca's interest in the Songo Songo Production Sharing Agreement, to two buyers: Taifa Gas Tanzania Limited, taking 49%, and Amber Energy Investment L.L.C-FZ, taking 51%, for a nominal consideration of USD 10. Orca also agreed to pay Taifa and Amber 50% of certain extraordinary income from the Songo Songo field. Taifa and Amber, in exchange, would assume responsibility for Orca's existing contingent liabilities, the primary ones being those pursued by Tanzania Revenue Authority and the claim brought by Swala Oil and Gas Tanzania Plc. The transaction is subject to several conditions before it can close: clearance from Tanzania's Fair Competition Commission, approval from the Minister responsible for petroleum affairs, approval by a simple majority of Orca shareholders at a special meeting, acceptance by the TSX Venture Exchange, and release of Orca from guarantees in favour of the International Finance Corporation in respect of PAEM and PAET obligations. Any party to the Share Purchase Agreement may terminate it at any time for any reason. The buyers: Taifa Gas and the question of Amber Taifa Gas Tanzania Limited is owned by Rostam Aziz, a prominent Tanzanian businessman and one of the country's most significant private sector figures. Taifa is already an established presence in Tanzania's liquefied petroleum gas market. Aziz described the transaction publicly as a pivotal moment for Tanzania, emphasising the importance of domestic ownership in strengthening industrial capacity and retaining economic value within the country. That framing is commercially coherent: a Tanzanian-owned company acquiring a majority interest in the country's primary domestic gas field is, on its face, a domestic ownership deepening story. The minority partner raises different questions. Amber Energy Investment L.L.C-FZ is a UAE-registered free zone entity taking 51% of PAEM, the majority stake in the transaction. The Swala creditor update of 20 May 2026, signed by Liquidator Advocate Daniel Welwel of Asyla Attorneys, states explicitly that Amber's ownership has not been disclosed. Orca's own official announcement to the TSX Venture Exchange and Globe and Mail does not identify Amber's owners. The Citizen, The Chanzo, and TanzaniaInvest, the regional publications that have covered the transaction, confirm the same: Amber Energy Investment L.L.C-FZ is UAE-registered and holds 51% of the acquisition but its beneficial ownership has not been made public in any source Uchumi360 has been able to identify. Uchumi360 has conducted its own research and has been unable to establish who owns Amber Energy Investment L.L.C-FZ. This matters because a UAE-registered entity with undisclosed ownership is acquiring the majority stake in the company that operates Tanzania's most strategically significant domestic gas field under a Production Sharing Agreement with the Tanzania Petroleum Development Corporation and the Government of Tanzania. The regulatory approvals whose satisfaction the transaction requires, including ministerial approval for petroleum and Tanzania Fair Competition Commission clearance, will need to address the beneficial ownership question that the transaction's public documents have not yet resolved. The Swala claim and what it means Before the Orca-Taifa-Amber transaction was announced, a parallel legal process had been developing whose existence fundamentally changes the transaction's commercial context. On 27 May 2025, Swala Oil and Gas Tanzania Plc, a Tanzanian company that entered creditors voluntary liquidation and is now administered by Liquidator Advocate Daniel Welwel of Asyla Attorneys, filed a USD 167 million claim in the High Court of Tanzania in Dar es Salaam against Orca Energy Group Inc., PAEM, and PAET. On 27 February 2026, the parties agreed to discontinue the High Court proceedings in Tanzania and London and to resolve all disputes in LCIA arbitration in London. That LCIA arbitration is ongoing. On 13 April 2026, the same day Orca announced the Taifa-Amber transaction, the commercial landscape shifted significantly for Swala's creditors. The company whose liquidation estate includes the USD 167 million LCIA claim was now facing a scenario in which the counterparty to that claim was selling its Tanzanian assets, including its obligations to Swala, to new owners who had agreed to assume those contingent liabilities as part of the transaction structure. The two offers Orca has not answered Swala's liquidator responded with two direct commercial proposals. On 4 May 2026, Swala proposed what the creditor update calls the First Offer: acquire 90% of PAEM for USD 10, discontinue all LCIA claims, receive 50% of certain extraordinary income from the Songo Songo field, and assume responsibility for the TRA contingent liabilities. The offer was open until 17:00 East Africa Standard Time on 18 May 2026. Orca did not respond. On 18 May 2026, Swala proposed an improved Second Offer: acquire 90% of PAEM for USD 3,966,500, discontinue all LCIA claims, receive 50% of certain extraordinary income from the Songo Songo field, and assume the TRA contingent liabilities. The transaction could be structured, at Orca's election, either through new share issuance or direct PAEM share acquisition. Swala advised that it would make the offer public if Orca did not respond by 17:00 EAST on 19 May. Orca did not respond. Swala published the creditor update on 20 May 2026. The commercial logic of Swala's position is direct. Based on Orca's own August 2024 valuation of PAEM, Swala's Second Offer is approximately USD 120 million better for Orca than the Taifa-Amber deal: Swala offers USD 3,966,500 in cash, discontinues a USD 167 million LCIA claim, and assumes TRA contingent liabilities, while Taifa and Amber paid USD 10. The combined value differential, USD 3,966,490 in additional cash plus the discontinuance of a USD 167 million arbitration claim, represents a materially superior commercial outcome for Orca's shareholders on the face of the numbers as Swala has presented them. Why Orca has not responded to either offer is not explained in any public document. Its Share Purchase Agreement with Taifa and Amber allows any party to terminate for any reason. The LCIA arbitration continues in parallel regardless of the commercial proposals, which Swala's liquidator confirmed are independent processes. What the governance framework must address Tanzania's regulatory approvals process for the Taifa-Amber transaction will encounter the same questions the transaction's public documents have not yet resolved. The Minister responsible for petroleum affairs must approve a change of control in a Production Sharing Agreement whose counterparties include the Tanzania Petroleum Development Corporation and the Government of Tanzania. The Tanzania Fair Competition Commission must clear a transaction that concentrates Songo Songo's operating interest in a consortium whose majority partner's beneficial ownership is undisclosed. Tanzania's Petroleum Act and the Production Sharing Agreement's change of control provisions will determine whether the approval process requires beneficial ownership disclosure as a condition of ministerial consent. TPDC's role as a party to the Production Sharing Agreement gives it a direct institutional interest in knowing who its counterparty will be following the transaction's close. The IFC's guarantee release requirement, one of the closing conditions Orca must satisfy, adds an additional institutional layer whose satisfaction requires the IFC to assess the transaction's commercial and governance adequacy. The broader context makes the governance question more consequential than it would be in a quieter moment for Tanzania's energy sector. The country is simultaneously negotiating the USD 42 billion LNG project with international energy majors whose investment decisions depend partly on the regulatory framework's clarity and consistency. Songo Songo's ownership transition, handled with full transparency and regulatory rigour, strengthens the governance signal that LNG negotiations require. Handled otherwise, it introduces the kind of uncertainty that large-scale energy investment decisions are most sensitive to. What comes next Orca has not publicly responded to Swala's offers and has not indicated whether it will seek to renegotiate or terminate the Taifa-Amber Share Purchase Agreement. The LCIA arbitration continues. The regulatory approvals whose satisfaction the Taifa-Amber transaction requires have not been confirmed as received. The transaction remains open to termination by any party at any time. Uchumi360 will monitor developments across the regulatory approval process, the LCIA arbitration, and any response from Orca to Swala's creditor update. The field is too important to Tanzania's energy architecture for the governance questions surrounding its ownership transition to remain unanswered. FAQ What is Songo Songo and why does it matter? Songo Songo is Tanzania's primary domestic gas field, operated through a Production Sharing Agreement among PanAfrican Energy Tanzania Limited, the Tanzania Petroleum Development Corporation, and the Government of Tanzania. The field has supplied natural gas to power generation and industrial users in Dar es Salaam and along the pipeline corridor for more than two decades, making it foundational to Tanzania's domestic energy system. At a moment when Tanzania is negotiating a USD 42 billion LNG project and positioning itself as East Africa's energy anchor economy, the question of who owns and operates Songo Songo is a national energy security question. Why did Orca sell for USD 10? Orca's board determined that retaining the business would require maintaining significant cash balances to address highly uncertain future commitments including contingent tax liabilities pursued by Tanzania Revenue Authority, potentially material capital expenditures, development obligations, and the costs of arbitration and litigation whose timing and outcome are years away and uncertain. Faced with that risk profile, the board chose to exit, transferring both the asset and its associated liabilities to the buyers who agreed to assume them. Who is Rostam Aziz and what is Taifa Gas? Rostam Aziz is a prominent Tanzanian businessman and one of the country's most significant private sector figures. Taifa Gas Tanzania Limited, which he owns, is an established player in Tanzania's liquefied petroleum gas market. Aziz described the Songo Songo acquisition as a pivotal moment for Tanzania, framing it as a domestic ownership deepening of a strategically important national energy asset. Who owns Amber Energy Investment L.L.C-FZ? Uchumi360 has been unable to establish who owns Amber Energy Investment L.L.C-FZ. The entity is UAE-registered as a free zone company and holds 51%, the majority stake, in the Taifa-Amber acquisition. Its beneficial ownership has not been disclosed in Orca's official announcement, in the Swala creditor update, or in any media report or regulatory filing that Uchumi360 has been able to identify. We will update this article if ownership information becomes available. What is Swala's position and what are its two offers? Swala Oil and Gas Tanzania Plc is a Tanzanian company in creditors voluntary liquidation, administered by Liquidator Advocate Daniel Welwel of Asyla Attorneys. It holds a USD 167 million claim against Orca and its subsidiaries currently proceeding in LCIA arbitration in London. On 4 May 2026, Swala offered to acquire 90% of PAEM for USD 10 plus discontinuance of the LCIA claims. Orca did not respond. On 18 May 2026, Swala improved the offer to USD 3,966,500 plus discontinuance of the LCIA claims plus assumption of TRA contingent liabilities. Orca did not respond again. Based on Orca's own August 2024 valuation, Swala's Second Offer is approximately USD 120 million better for Orca than the Taifa-Amber deal. What regulatory approvals does the Taifa-Amber transaction still require? The transaction requires clearance from Tanzania's Fair Competition Commission, approval from the Minister responsible for petroleum affairs, approval by a simple majority of Orca shareholders at a special meeting, acceptance by the TSX Venture Exchange, and release of Orca from guarantees in favour of the International Finance Corporation in respect of PAEM and PAET obligations. Any party may terminate the Share Purchase Agreement at any time for any reason. None of these approvals have been publicly confirmed as received.