/THIS PRESS RELEASE IS NOT FOR
DISTRIBUTION IN THE UNITED STATES
OR TO U.S. NEWS AGENCIES./
VANCOUVER, BC, Jan. 30,
2025 /CNW/ - Africa Energy Corp. (TSX Venture:
AFE) (Nasdaq First North: AEC) ("Africa Energy" or the "Company")
announces an update to the non-brokered private placement of common
shares of the Company (the "Shares"), previously announced on
December 23, 2024. Following
discussions with the TSX Venture Exchange (the "TSXV"), the
transaction will now consist of a shares for debt transaction
whereby the Company will settle approximately US$5,425,000 (C$7,796,940) of existing indebtedness through
the issuance of 389,847,000 Shares to existing debtholders (the
"Shares for Debt Transaction"), and a non-brokered private
placement of Shares for aggregate gross proceeds of approximately
US$8,325,000 (C$11,963,060) (the "Private Placement"). The
Company today also announces a proposed consolidation of the Shares
on a 5:1 basis (the "Consolidation"), which is expected to be
completed within 90 days of closing of the Shares for Debt
Transaction and the Private Placement. View PDF
Version
Shares for Debt Transaction
As of March 31, 2025, Deepkloof
Limited ("Deepkloof") will hold approximately US$4,500,000 and Lorito Doraline S.à.r.l., Lorito
Floreal S.à.r.l., Lorito Arole
S.à.r.l. and Lorito Orizons S.à.r.l. (the "Lorito Group")
will, in the aggregate, hold approximately US$1,740,000 of existing indebtedness of the
Company. The Company intends to enter into debt settlement
agreements with Deepkloof and the Lorito Group, pursuant to which
Deepkloof will receive 323,345,000 Shares to settle approximately
US$4,500,000 (C$6,466,900) of existing indebtedness of the
Company and the Lorito Group will receive, in the aggregate,
66,502,000 Shares to settle approximately US$925,000 (C$1,330,040) of existing indebtedness of the
Company. The Shares for Debt Transaction is subject to the approval
of the TSXV in accordance with Policy 4.3 – Shares for Debt of the
TSXV Corporate Finance Manual. In total, the Company intends to
issue 389,847,000 Shares at a deemed issue price of C$0.02 (C$0.10 on a
post-Consolidation basis) per Share to settle approximately
US$5,425,000 (C$7,796,940) of existing indebtedness pursuant
to the Shares for Debt Transaction.
Private Placement
The Private Placement will consist of the sale of up to
598,153,000 Shares at an issue price of C$0.02 (C$0.10 on a
post-Consolidation basis) for aggregate gross proceeds of up to
approximately US$8,325,000
(C$11,963,060). As previously
announced, Deepkloof, a lender under the Company's existing debt,
has agreed to support the Private Placement and is expected to
subscribe under the Private Placement for 560,915,000 Shares at an
issue price of C$0.02 (C$0.10 on a post-Consolidation basis). The
proceeds from the Private Placement will be used to repay
existing debt held by Africa Oil Corp. ("Africa Oil")
(approximately US$4,500,000), repay
the remaining debt held by the Lorito Group following the Shares
for Debt Transaction (approximately US$815,000), for general working capital purposes
and to advance the development of the Company's interest in Block
11B/12B
offshore South Africa.
The Shares received by Deepkloof pursuant to the Shares for Debt
Transaction and the Private Placement will result in Deepkloof
becoming a "control person" of the Company. Accordingly, pursuant
to the policies of the TSXV, the Company is required to obtain
disinterested shareholder approval for the Shares for Debt
Transaction and the Private Placement (the "Required Shareholder
Approval"). As previously announced, Africa Energy has entered into
a customary voting support agreement with Africa Oil, representing
approximately 19.68% of the Company's issued and outstanding
Shares, where Africa Oil has agreed to vote in favour of the
Required Shareholder Approval. The Company intends to obtain the
Required Shareholder Approval at a special meeting of the Company's
shareholders, a date for which has not been set as of the date
hereof.
Completion of the Shares for Debt Transaction and the Private
Placement is subject to certain conditions including, but not
limited to, the receipt of the Required Shareholder Approval and
the receipt of all necessary regulatory approvals, including the
approval of the TSXV. Completion of the Shares for Debt Transaction
and the Private Placement is expected to occur prior to
March 31, 2025.
Consolidation
The Consolidation is being undertaken to better align the issue
price of the Shares in the Shares for Debt Transaction and the
Private Placement with the policies of the TSXV governing the
minimum permissible issue price per share issued in a financing.
Completion of the Consolidation remains subject to TSXV acceptance
and shareholder approval. While a date for a shareholder meeting to
approve the Consolidation has not been set as of the date hereof,
Africa Energy expects to have voting support for the Consolidation
prior to completion of the Shares for Debt Transaction and the
Private Placement from Deepkloof, Africa Oil, Impact and the Lorito
Group which, after giving effect to the Shares for Debt Transaction
and the Private Placement, represents approximately 76% of the
issued and outstanding Shares. Subject to TSXV and shareholder
approval, the Company has committed to completing the Consolidation
within 90 days of closing of the Shares for Debt Transaction and
the Private Placement. There are currently 1,407,812,249 Shares
issued and outstanding (2,395,812,249 following closing of the
Shares for Debt Transaction and the Private Placement). After
giving effect to the Consolidation, and after giving effect to the
issuance of Shares pursuant to the Shares for Debt Transaction and
the Private Placement, there is expected be an aggregate of
approximately 479,162,450 Shares issued and outstanding.
About Africa Energy Corp.
Africa Energy Corp. is a Canadian oil and gas exploration
company focused on South Africa.
The Company is listed in Toronto
on the TSX Venture Exchange (ticker "AFE") and in Stockholm on the Nasdaq First North Growth
Market (ticker "AEC").
Important information
This is information that Africa Energy is obliged to make
public pursuant to the EU Market Abuse Regulation. The information
was submitted for publication through the agency of the contact
persons set out above on January 30,
2025, at 5:00 p.m. ET.
The Company's certified advisor on Nasdaq First
North Growth Market is Bergs Securities AB, +46 739 49
62 50, rutger.ahlerup@bergssecurities.se.
This press release is not for distribution to United States news services or for
dissemination in the United
States, and does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities described
herein in the United States. These
securities have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or any State
securities laws, and may not be offered or sold in the United States or to U.S. persons unless
registered or exempt therefrom.
Forward Looking Statements
This press release contains certain statements that
constitute forward-looking information within the meaning of
applicable securities laws, including, but not limited to, the
terms and timing for completion of the Shares for Debt Transaction
and the Private Placement, the Company's anticipated use of
proceeds from the Private Placement, timing for the proposed
Consolidation, receipt of all required approvals, including TSXV
approval in respect of the Shares for Debt Transaction, the Private
Placement and Consolidation, and the number of Shares expected to
be outstanding post-Consolidation. All information, other than
information regarding historical fact, that addresses activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future is forward-looking
information. The use of any of the words "will", "expected",
"planned", "intends", "may" and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information. The forward-looking
information contained in this press release is based on a number of
assumptions made by management of the Company. Readers are
cautioned that assumptions used in the preparation of such
information may prove to be incorrect.
The forward- looking information contained in this release is
made as of the date hereof and the Company is not obligated to
update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should
not place undue reliance on forward-looking information. The
foregoing statements expressly qualify any forward-looking
information.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Africa Energy Corp.
