Company Announcements

VANCOUVER, BC , May 22, 2025  /CNW/ -Africa Energy Corp.(TSX Venture: AFE) (Nasdaq First North: AEC) ("Africa Energy" or the "Company") announces an update to the consolidation of common shares of the Company (the "Shares"), further to its press releases on January 30, 2025 and March 31, 2025. The consolidation of the Shares on a 5:1 basis (the "Consolidation") was approved by the Company's shareholders at the special meeting of shareholders held on March 27, 2025. View PDF version.

Prior to the Consolidation, the Company has 2,395,812,249 Shares issued and outstanding. Following the Consolidation, the Company will have approximately 479,162,450 Shares issued and outstanding. The Consolidation is subject to approval by the TSX Venture Exchange (the "TSXV"). The record date and effective date of the Consolidation is expected to be May 30, 2025 (the "Effective Date"), with the post-Consolidation Shares commencing trading on the TSXV at market open on May 30, 2025, and on Nasdaq First North Growth Market ("Nasdaq First North") at market open on June 2, 2025.

There is expected to be a brief halt of trading of the Shares on Nasdaq First North from May 28, 2025 to May 30, 2025. The last day of trading of the Shares on Nasdaq First North prior to the halt is expected to be May 27, 2025.

The Share trading symbols "AFE" for the TSXV and "AEC" for Nasdaq First North will remain the same. The current CUSIP for the pre-Consolidation Shares is 00830W105 and the new CUSIP for the post-Consolidation Shares will be 00830W501. The current ISIN for the pre-Consolidation Shares is CA00830W1059 and the new ISIN for the post-Consolidation Shares will be CA00830W5019.

TSX Venture Exchange Shareholders

For holders of Shares on the TSXV, no fractional Shares will be issued as a result of the Consolidation. Any fractional interest in Shares that would otherwise result from the Consolidation will be rounded up to the next whole Share, if the fractional interest is equal to or greater than one-half of a Share and rounded down to the next whole Share if the fractional interest is less than one-half of a Share. In all other respects, the Company's post-Consolidation Shares will have the same attributes as its pre-Consolidation Shares.

Euroclear Registered Securities Shareholders

No fractional Shares will be issued to holders of Shares through Euroclear Sweden AB ("Euroclear Registered Securities") as a result of the Consolidation. In accordance with Euroclear Sweden's Rules for Issuers and Issuer Agents, any fractional interest in Euroclear Registered Securities that would otherwise result from the Consolidation will be rounded down to the next whole Share. Any surplus Shares will be transferred into the Company's ownership and then sold by Bergs Securities, acting as issuer agent in relation to the Consolidation, or (if the Shares are held through an intermediary) by the intermediary on or about June 4, 2025. The incoming payment from the surplus Shares will, after deductions for sales costs, be distributed to the holders of Euroclear Registered Securities covered by the rounding down process on or about June 11, 2025. In all other respects, the Company's post-Consolidation Shares will have the same attributes as its pre-Consolidation Shares. Holders of Euroclear Registered Securities of the Company do not need to take any action to participate in the Consolidation.

Letters of Transmittal

A letter of transmittal will be mailed to registered shareholders as at the Effective Date, providing instructions with respect to surrendering share certificates representing pre-Consolidation Shares in exchange for post-Consolidation Shares issued as a result of the Consolidation. Until surrendered, each certificate representing pre-Consolidation Shares will be deemed to represent the number of post-Consolidation Shares the holder received as a result of the Consolidation. Shareholders who hold their Shares in brokerage accounts or in book-entry form, or holders of Euroclear Registered Securities, are not required to take any action. The exercise or conversion price and/or the number of Shares issuable under any of the Company's outstanding convertible securities will be proportionately adjusted in connection with the Consolidation.

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 the TSX Venture Exchange (ticker "AFE") and in Stockholm on Nasdaq First North Growth Market (ticker "AEC").

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 May 22, 2025, at 4:30 a.m. ET.

The Company's certified adviser 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.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES.

Forward Looking Statements

This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws, including, but not limited to, the terms and timing for completion of the proposed Consolidation, receipt of all required approvals, including TSXV approval in respect of the Consolidation, and the number of Shares expected to be outstanding post-Consolidation. 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. 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 is 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.