PERTH/PARIS France's Total (TOTF.PA) has agreed to buy a stake in InterOil's (IOC.N) Papua New Guinea gas fields, which could include the construction of a liquefied natural gas (LNG) export plant in a deal worth up to $3.6 billion.
Total will take a share of 61.3 percent in InterOil's petroleum retention license 15, which includes the Elk and Antelope fields, InterOil said in a statement.
Total said in a separate statement it could sell on as much as 19.3 percent of the bloc to an unnamed strategic partner and would pay $470 million in 2014 for the remaining 42 percent stake, as well as a contingency payment it put at $590 million, depending on a further study of assets by Total.
InterOil said payments could reach up to $3.6 billion depending on the size of the gas and condensate reserves and a final investment decision on the onshore LNG liquefaction plant expected by 2016.
Disagreements with the Papua New Guinea government about the scope of InterOil's proposed Gulf LNG project, and a requirement that the company find a more experienced LNG player to develop the plant, have held back development of the fields.
InterOil had been searching for a partner to develop the gas fields into the Gulf LNG export project with planned capacity of 3.8 million tonnes per year.
In May it said it had entered into exclusive talks with Exxon to develop the Elk and Antelope fields. At the time, Exxon said it would use the fields to expand its $19 billion PNG LNG export plant.
Instead it chose to team up with the French oil major Total, which is venturing further from its historical base in Western Africa and the Middle East to drill for oil and gas in largely unexplored waters such as offshore South Africa.
InterOil shares closed on Thursday at $88.63, up 12 cents. Shares in Total were up 0.33 percent in Paris by 1115 GMT.
(Reporting by Rebekah Kebede and Michel Rose; editing by Tom Hogue and Tom Pfeiffer)