/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
VANCOUVER, Feb. 5, 2020 /CNW/ - Africa Energy Corp. (TSX
Venture: AFE) (Nasdaq First North: AEC) ("Africa Energy"
or the "Company"), an oil and gas company with exploration
assets offshore South Africa and
Namibia, announces the successful
closing of the equity issue (the "Private Placement") of
common shares in the Company (the "Common Shares")
previously announced on January 27,
2020. The TSX Venture Exchange ("TSXV") conditionally
approved the Private Placement on January
30, 2020. View PDF version.
The Private Placement rendered gross proceeds of USD 25 million to the Company through the
issuance of 104,652,174 Common Shares at a price of SEK 2.30 (approximately CAD 0.32) per share. Following the Private
Placement, the Company has 789,304,935 Common Shares
outstanding.
Payment for the Common Shares was made in cash. The net proceeds
from the Private Placement are expected to be used to finance the
drilling of up to three exploration wells on Block 11B/12B offshore
South Africa and for general
corporate purposes.
Common Shares issued to Canadian residents will be subject to
resale restrictions under Canadian securities laws expiring
June 6, 2020. Common Shares issued to
residents outside of Canada
pursuant to the Private Placement may not be sold, transferred or
otherwise disposed of on the TSXV or, except pursuant to an
exemption from prospectus requirements under Canadian securities
laws, to any person in Canada or
otherwise into Canada until
June 6, 2020.
Pareto Securities ("Pareto") acted as sole bookrunner and
SpareBank1 Markets as co-manager for the Private Placement (the
"Managers"). Pareto is also acting as Certified Adviser to
Africa Energy on Nasdaq First North Growth Market. A brokerage fee
on the Private Placement of approximately USD 0.9 million was paid to the Managers.
The Private Placement includes four related parties of the
Company: 1) Africa Oil Corp.; 2) Lorito Holdings S.a.r.l., a
private corporation owned by a trust whose settlor was the late
Adolf H. Lundin; 3) Rojafi, a UK
investment company controlled by Africa Energy's Chairman,
Ashley Heppenstall; and 4)
Garrett Soden, the Company's
President and CEO (collectively, the "Related Parties"). The
issuance of Common Shares to the Related Parties constitutes a
"related party transaction" as defined under Multilateral
Instrument 61-101 ("MI 61-101"). The Company has relied on
the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI
61-101 from the valuation and minority shareholder approval
requirements in MI 61-101 in respect of the Related Parties
participation in the Private Placement, since neither the fair
market value of the subject matter of, nor the fair market value of
the consideration for, the Related Parties' investment exceeds 25%
of the Company's market capitalization.
About Africa Energy Corp.
Africa Energy Corp. is a Canadian oil and gas company with
exploration assets offshore South
Africa and Namibia. The
Company is listed on TSX Venture Exchange (ticker "AFE") and Nasdaq
First North Growth Market (ticker "AEC"). Africa Energy is part of
the Lundin Group of Companies.
Important information
Africa Energy is obliged to make this information 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 February
5, 2020 at 9:30 a.m.
ET.
The Company's certified advisor on Nasdaq First North Growth
Market is Pareto Securities AB, +46 8 402 5000,
certifiedadviser.se@paretosec.com.
The information in this press release does not contain or
constitute an offer to sell or acquire, a solicitation of an offer
to acquire, subscribe or otherwise trade in shares or other
securities in Africa Energy.
This press release may not be published or distributed,
directly or indirectly in or into the
United States or any other jurisdiction where such action is
wholly or partially subject to legal restrictions or where such
action would require prospectuses, registrations or other actions
in addition to what follows from Swedish or Canadian law. Nor may
the information in this press release be forwarded, reproduced or
disclosed in such a manner that contravenes such restrictions or
would require such requirements. Failure to comply with this
instruction may result in a violation of applicable securities
laws.
No shares will be registered under the United States
Securities Act of 1933 ("Securities Act"), as amended, or
any U.S. state securities laws or securities legislation in any
other state or other jurisdiction in the
United States and may not be offered, subscribed, sold or
transferred, directly or indirectly within the United States or to the account or benefit
of a U.S. person or a person in the U.S. other than pursuant to an
exemption from the registration requirements of the Securities Act
and in accordance with securities laws in relevant state or other
jurisdiction in the United
States.
Forward looking statements
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or the Company's future performance, business prospects or
opportunities which are based on assumptions of management of the
Company.
The use of any of the words "will", "expected" and similar
expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on the Company's current belief or
assumptions as to the outcome and timing of such future events.
These forward-looking statements involve risks and uncertainties
relating to, among other things, changes in oil prices, results of
exploration and development activities, uninsured risks, regulatory
changes, defects in title, availability of materials and equipment,
timeliness of government or other regulatory approvals, actual
performance of facilities, availability of third party service
providers, equipment and processes relative to specifications and
expectations and unanticipated environmental impacts on operations.
Actual future results may differ materially. Various assumptions or
factors are typically applied in drawing conclusions or making the
forecasts or projections set out in forward-looking information.
Those assumptions and factors are based on information currently
available to the Company. 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.
