Petroleum Africa
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Wednesday, April 25, 2018
VANCOUVER, April 24, 2018 /CNW/ – Africa Energy Corp. (TSX VENTURE: AFE) (“Africa Energy” or the “Company”), an oil and gas exploration company with assets in South Africa and Namibia, announces that it intends to undertake an equity issue, on a private placement basis, of USD 40 million in newly issued common shares of the Company (the “Common Shares”) through an accelerated book-building process (the “Private Placement”).
The Company retains the right to increase the size of the Private Placement at its discretion based on demand. The Private Placement will be effected on a reasonable commercial basis at a price per share to be determined through a book-building process and in accordance with the policies of the TSX Venture Exchange.
Payment for the Common Shares will be made in cash. The expected gross proceeds from the offering will be used to finance the Company’s acquisition, drilling and other joint venture costs for its projects offshore South Africa and offshore Namibia, as well as for general corporate purposes, including listing and transaction costs.
The subscription period begins today on April 24, 2018 and is expected to close on April 25, 2018 at 14:00 hours (CET) (the “Subscription Period”). The Company, together with Pareto Securities AB (“Pareto”), reserves the right to close or extend the Subscription Period at any time and at their sole discretion. If the Subscription Period is extended or shortened, the other dates herein may be revised accordingly. The minimum subscription and allocation per participant in the Private Placement is a number of Common Shares corresponding to no less than EUR 100,000.
The Company’s three largest shareholders, Africa Oil Corp., the Lundin family and Chairman of the Board Ashley Heppenstall, in total representing 54.6% of the common shares currently outstanding in the Company, have committed to subscribe for, in aggregate, an amount corresponding to more than their joint pro-rata share of the Private Placement.
The Company also announces that it has applied for a secondary listing of the Company’s common shares on Nasdaq First North Stockholm. If the listing application is approved by Nasdaq, the Company’s common shares are expected to trade on Nasdaq First North Stockholm under ticker symbol “AEC” starting on or about May 4, 2018.
Completion of the Private Placement will be subject to certain customary conditions including, but not limited to, execution of subscription agreements between Pareto, or the Company, and the subscribers and TSX Venture Exchange approval.
Note that payment obligations in respect of the previously announced transactions for Block 11B/12B offshore South Africa are subject to close and conditional upon, among other standard conditions, TSX Venture Exchange and South African governmental approval, which is expected by July 2018. For the avoidance of doubt, the closing of the Private Placement is not conditional on closing the Block 11B/12B transactions. If closing of the transactions does not occur, the Company will use the funds for general corporate purposes, where the intention is to fund new assets and/or drilling activities.
The allocation of the Common Shares will be determined at the end of the book-building process. The final allocation will be made at the discretion of the Board of Directors in consultation with Pareto.
Pareto has been engaged as manager and bookrunner for the Private Placement.
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