Africa Oil Corp. (TSX:AOI) entered into an amalgamation agreement to acquire remaining 50% stake in Prime Oil & Gas Coöperatief U.A. from Btg Pactual Holding S.A.R.L for approximately ?380 million on June 23, 2024. As part of the transaction BTG Oil & Gas will receive an aggregate of 239.829 million. common shares in the capital of Africa Oil (the ?Africa Oil Shares?) as part of the transaction representing approximately 35% of the outstanding share capital. Following the completion Africa Oil Corp. will hold 100% interest in Prime Oil & Gas. The Board and the BTG Oil & Gas board of directors have each unanimously approved the Proposed Reorganization.

Rebranding of the enlarged Africa Oil to reflect the broader geographic strategy of the business is planned after completion. On completion of the Proposed Reorganization, the Board will be comprised of nine directors, three of whom will be nominated by BTG Oil & Gas. The enlarged Africa Oil will continue to be led by Dr. Roger Tucker as the chief executive officer and a member of the Board. It is expected that Huw Jenkins will be one of BTG Oil & Gas? nominated directors and will also take on the role of non-executive Chair. Further details on the non-executive directors and executive management team will be provided in due course. On completion of the Proposed Reorganization, BTG Oil & Gas is expected to hold approximately 35 per cent. of the outstanding share capital of the enlarged Africa Oil (on a partially diluted basis, excluding certain performance share units with a long vesting horizon), based on the current number of Africa Oil shares.

The transaction is subject to approval by approval by the shareholders of Africa Oil, completion of the farm-out of Africa Oil?s Namibian interests (held via Impact) to TotalEnergies, approval by the TSX, receipt of certain regulatory consents and approvals in Nigeria and completion of a pre-agreed pre-completion reorganization of the holding structure of BTG Holding to implement the Amalgamation Agreement. Both the board and the board of directors of BTG Oil & Gas have unanimously approved the transaction. The acquisition is expected to close during or before the third quarter of 2025.

Evercore Inc. acted as financial advisor, Bracewell LLP, Torys LLP, Gernandt & Danielsson Advokatbyrå KB and Loyens & Loeff N.V. acted as legal advisors for Africa Oil Corp. Banwo & Ighodalo acted as legal advisor for Africa Oil Corp. Stifel acted as corporate broker for Africa Oil?s .Herbert Smith Freehills LLP, Blake, Cassels & Graydon LLP, Templars and Baker & McKenzie LLP acted as legal advisor for BTG Oil & Gas