/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Sept. 30, 2020 /CNW/ - Africa Energy
Corp. (TSXV: AFE) (Nasdaq First North Growth Market: 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
September 21, 2020. The TSX Venture
Exchange ("TSXV") conditionally approved the Private
Placement on September 23, 2020. View
PDF version
The SEK denominated Private Placement rendered gross proceeds of
approximately USD 28 million to the
Company through the issuance of 81,667,000 Common Shares at a price
of SEK 3.00 (corresponding to
approximately CAD 0.45) per share.
Following the Private Placement, the Company has 883,940,268 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 increased funding obligations from the ongoing
drilling program of up to three exploration wells on Block
11B/12B
offshore South Africa resulting
from the pending transactions to increase the Company's effective
interest in Block 11B/12B from 4.9% to 10% announced on 24 August
2020.
Common Shares issued to Canadian residents will be subject to
resale restrictions under Canadian securities laws expiring
January 31, 2021. 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 January
31, 2021.
Pareto Securities acted as sole global coordinator and sole
bookrunner, and Arctic Securities AS and Fearnley Securities AS
acted as co-managers for the Private Placement (the
"Managers"). Pareto Securities 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 0.8 million was paid to the
Managers.
The Private Placement includes four related parties of the
Company: 1) Africa Oil Corp.; 2) Lorito Holdings (Guernsey)
Limited, a private corporation owned by a trust whose settlor was
the late Adolf H. Lundin; 3) Zebra
Holdings and Investments (Guernsey) Limited, a private corporation
owned by a trust whose settlor was the late Adolf H. Lundin; 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 in Toronto on
TSX Venture Exchange (ticker "AFE") and in Stockholm on 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 September 30, 2020
at 10:15 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 is not a prospectus for the purposes of
Regulation (EG) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC (the "Prospectus Regulation") and has not been
approved by any regulatory authority in any jurisdiction. Africa
Energy has not authorized any offer to the public of shares or
rights in any member state of the European Economic Area
("EEA") and no prospectus has been or will be prepared in
connection with the Private Placement. In any EEA member state,
this communication is only addressed to and is only directed at
qualified investors in that member state within the meaning of the
Prospectus Regulation.
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 statement advisory
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 including, without limitation, statements with
respect to the satisfaction of closing conditions and proposed
Application Period, 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, failure to satisfy the closing
conditions of the Private Placement, 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.