/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN
THE UNITED STATES OR TO
U.S. NEWS AGENCIES./
VANCOUVER, BC, Dec. 23,
2024 /CNW/ - Africa Energy Corp. (TSXV:
AFE) (Nasdaq First North: AEC) ("Africa Energy" or the "Company")
is pleased to announce that it intends to complete a non-brokered
private placement of up to 988,000,000 common shares (the "Shares")
to be sold at a purchase price of Canadian $0.02 per Share for aggregate gross proceeds of
up to approximately US$13,750,000
(Canadian $19,760,000) (the "Private
Placement"). View PDF version
In connection with the Private Placement, certain lenders under
the Company's existing debt have committed to supporting the
Private Placement. Deepkloof Limited ("Deepkloof") has agreed to
subscribe under the Private Placement for a minimum amount of
US$12,306,250 and up to a maximum
amount of US$13,750,000 (the
"Deepkloof Commitment").
The net proceeds from the Private Placement will be used by
Africa Energy to repay in full existing indebtedness of the Company
held by Deepkloof (approximately US$4.5
million), Africa Oil Corp. (approximately US$4.5 million) and each of 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., (together the
"Lorito Group" approximately US$1.7
million). The balance of the funds will be used for general
working capital purposes, completion and submission of the
Environmental and Social Impact Report, securing the Production
Right and to advance the development in relation to the Company's
interest in Block 11B/12B offshore South
Africa.
The Deepkloof Commitment will result in Deepkloof owning
approximately 36.9% assuming the minimum commitment and 41.2%
assuming the maximum commitment of the issued and outstanding
Shares and becoming a "control person" of the Company. Accordingly,
pursuant to the policies of the TSX Venture Exchange ("TSXV"), the
Company must obtain shareholder approval for the Private Placement
(the "Required Shareholder Approval"). As of the date of this press
release, Africa Energy has entered into customary voting support
agreements with Africa Oil Corp. and Impact Oil and Gas Limited
representing in aggregate approximately 55.8% of the Company's
issued and outstanding Shares, where such shareholders have agreed
to vote in favour of the Required Shareholder Approval.
Completion of 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.
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 TSX Venture Exchange
(ticker "AFE") and in Stockholm on
Nasdaq First North Growth Market (ticker "AEC").
www.africaenergycorp.com
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 December 23, 2024, at
1:00 a.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. 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.
Forward-looking information contained within this press release
includes, but is not limited to, statements regarding the terms of
the Private Placement, completion of the Private Placement and the
Company's anticipated use of proceeds. 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 are 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.
