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Africa Energy Acquires Interests Offshore South Africa

16/12/2016

Africa Energy Corp. announces that, as part of its new corporate strategy, it has executed the following three definitive agreements which will result in the Company acquiring a 90% working interest and operatorship in Block 2B offshore the Republic of South Africa:

  • a sale and purchase agreement with Afren plc, in Administration, and certain of its subsidiaries whereby the Company will acquire the Afren plc subsidiary owning a 25% participating interest in Block 2B for a cash consideration of US$1 million.
  • a share purchase agreement to acquire all of the shares of Thombo Petroleum Ltd. ("Thombo"), a privately held company which holds a 34.5% participating interest in Block 2B for cash consideration of US$2 million plus the issuance of 14.8 million new common shares of the Company. The Company has also agreed to issue up to an additional 20 million common shares of Africa Energy and, at the option of the Company, to either pay and/or issue up to US$1.5 million in additional contingent cash and/or shares of Africa Energy, both payable on milestones associated with the commercialization of Block 2B.
  • farm-in agreement with Crown Energy AB ("Crown") to acquire a 30.5% participating interest in Block 2B. The Company will reimburse Crown for US$0.3 million of net back costs and will fund costs for Crown's remaining 10% participating interest associated with the drilling and testing of the next well in Block 2B.
  • Completion of each of these transactions is subject to receipt of all requisite government and other regulatory approvals, third party consents and waiver of pre-emptive rights.

To finance these transactions, the Company has agreed to sell on a non-brokered, private placement basis, an aggregate of up to 115,041,666 common shares of the Company at a price of CDN $0.06 (US$0.0435 and ZAR 0.6552 equivalent) per share for gross proceeds of approximately US$5 million. Net proceeds of the private placement will be used towards the Company's acquisition costs for the three South African acquisitions and related exploration activities, as well as for general working capital purposes.

A 5% finder's fee may be paid on a portion of the private placement and the shares sold in the financing will be subject to a hold period of four month plus one day. Completion of the financing will be subject to regulatory approval, including the approval of the TSX Venture Exchange, and certain other customary conditions including, but not limited to, execution of subscription agreements between the Company and the subscribers. The Offering is expected to close on or before December 31, 2015.

James Phillips, President and Chief Executive Officer for Africa Energy commented, 
"I'm very happy to announce that we have taken the first step of our new corporate strategy by acquiring 90% of Block 2B in South Africa. Our proven Cape Town-based technical team remains the driving force behind our identification and evaluation of the opportunities available within this current oil sector downturn. I am hopeful this will be the first of a number of acquisitions to grow Africa Energy. I believe that an exploration driven strategy in Africa will deliver value to our shareholders as the world oil markets recover and that we have the technical team and access to capital from our supportive shareholders to deliver on this strategy."

About Block 2B

Block 2B is an under explored, shallow water area off the west coast of South Africa containing a proven hydrocarbon-bearing rift basin. A well drilled by South African state company Soekor in the 1980s discovered and tested oil from a Cretaceous sandstone section but there has been limited exploration since then. Block 2B contains numerous prospects identified recently by 3D seismic and limited work is now required to recommence drilling activities in the area.

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