United States Court of Appeals for the Fifth Circuit United States Court of Appeals Fifth Circuit ____________ FILED September 19, 2024 No. 23-20583 ____________ Lyle W. Cayce Clerk RSM Production Corporation,

Plaintiff—Appellee,

versus Gaz du Cameroun, S.A.,

Defendant—Appellant. ______________________________

Appeal from the United States District Court for the Southern District of Texas USDC No. 4:22-CV-3611 ______________________________ Before Wiener, Elrod, and Wilson, Circuit Judges. Cory T. Wilson, Circuit Judge: This appeal asks whether the district court properly vacated part of an arbitral tribunal’s “Addendum Award” as exceeding the arbitrators’ power. For the reasons below, we conclude the court erred and reverse and remand with instructions to confirm the Addendum Award. I. In 2001, RSM Production Corporation (RSM) and the Republic of Cameroon executed a concession contract giving RSM 100% of the right to explore and develop hydrocarbons in an area called the Logbaba Block. In Case: 23-20583 Document: 77-1 Page: 2 Date Filed: 09/19/2024

No. 23-20583

2005, RSM and Gaz du Cameroun (GdC)1 entered into two agreements stemming from the concession contract: a Farmin Agreement (the Farmin)2 and a Joint Operating Agreement (JOA), which designated GdC as the Logbaba project’s operator. The Farmin granted GdC 60% of RSM’s 100% participating interest in the concession contract in exchange for GdC’s agreement to perform the well work. As part of the Farmin’s compensation scheme, RSM agreed that GdC was entitled to recover a “Payout” of 100% of its drilling costs via 100% of the production revenues, less an overriding royalty of 0.8%. The Farmin set when the Payout was to happen: Payout shall be deemed to occur on the first day of the calendar month following the calendar month in which the credit balance of the payout account equals the charge balance of the payout account[.] After Payout, i.e., full cost recovery by GdC, the parties were entitled to their proportionate shares of production revenues, 60% for GdC and 40% for RSM. As it happened, a dispute arose between the parties over the Payout date. RSM believed that GdC had achieved full cost recovery by January 2016, making the Payout date February 1, 2016. RSM also asserted that GdC improperly offset royalty payments to another entity, Cameroon Holdings, Ltd., (the CHL Royalty) against pre-Payout revenues, artificially delaying GdC’s full cost recovery until May 2016, which shifted the Payout date to

_____________________ 1 GdC was formerly known as Logbaba Development, Ltd. For ease of reference, we refer to GdC in this opinion. 2 A farmin agreement (sometimes called “farm-in”) “is a contract whereby one company acquires an interest in an exploration or production license by paying some of the past or future costs of another company that is relinquishing part of its interest.” Apache Bohai Corp., LDC v. Texaco China, B.V., 330 F.3d 307, 308 n.1 (5th Cir. 2003).

2 Case: 23-20583 Document: 77-1 Page: 3 Date Filed: 09/19/2024

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June 1, 2016. GdC contested RSM’s version of e