Jan 10 (Reuters) - Australia's Norwest Energy NL on Tuesday recommended its shareholders reject Mineral Resources (MinRes) Ltd's unsolicited $223 million offer to take full control of the oil and gas explorer.

Mining services provider MinRes, which has a 19.9% stake in Norwest, had on Dec. 16 made an off-market scrip bid to acquire the remaining stake in the company, valuing it at A$403 million ($279 million).

The bid does not appropriately value Norwest's Perth Basin assets and has been "opportunistically timed," the company said in a statement.

"MinRes is seeking to secure control of Norwest and its Perth Basin assets without paying an appropriate premium," Norwest said.

Norwest is also a minority joint venture partner with MinRes for the Lockyer Deep gas project in Perth Basin.

"Accepting the offer would reduce shareholder exposure to the Lockyer project...while increasing their exposure to the risks associated with MinRes' other businesses and commodities," Norwest added.

MinRes did not immediately respond to Reuters' request for a comment.

($1 = 1.4459 Australian dollars) (Reporting by Savyata Mishra and Rishav Chatterjee in Bengaluru; Editing by Uttaresh.V and Dhanya Ann Thoppil)