Africa Oil Corp has reached an agreement with BTG Oil & Gas to consolidate their respective shareholdings in Prime Oil & Gas. This will provide Africa Oil shareholders with significant free cash flows, and enable Africa Oil to commit to an enhanced total shareholder returns model within a robust and clearly defined financial framework, supported by world-class producing assets in Nigeria. Africa Oil shareholders will continue to benefit from funded, high value growth opportunities, including the world-class Venus oil project in the Orange Basin, offshore Namibia.
The enlarged Africa Oil, with its greater scale and financial resources, will be better positioned to deliver further growth beyond its existing portfolio, supported by a new cornerstone shareholder with a proven track record of creating value in the global oil and gas industry. With clear strategic alignment between Africa Oil and BTG Oil & Gas, the enlarged Africa Oil will have the mandate to pursue growth opportunities in Africa and other select regions, while adhering to strict strategic, financial and operational criteria. Rebranding of the enlarged Africa Oil to reflect the broader geographic strategy of the business is planned after completion.
Amalgamation Agreement
Africa Oil has entered into a definitive agreement with BTG Oil & Gas and BTG Pactual Holding, the entity which holds BTG Oil & Gas' interest in Prime, in relation to their joint 50:50 ownership of Prime, Africa Oil’s investee company with deep-water assets located offshore Nigeria. Prime today accounts for 100 per cent. of Africa Oil’s reserves and production(1).
Under the Amalgamation Agreement, BTG Holding will be amalgamated under Canadian corporate law with a newly created subsidiary of Africa Oil, with BTG Oil & Gas receiving newly issued common shares in Africa Oil as part of the amalgamation. On completion of the Proposed Reorganization, BTG Oil & Gas is expected to hold approximately 35 per cent. of the outstanding share capital of the enlarged Africa Oil (on a partially diluted basis, excluding certain performance share units with a long vesting horizon), based on the current number of Africa Oil shares.
(1) Please refer to Africa Oil’s annual information form for the year ended December 31, 2023, for the details of the assets held through Prime. (https://africaoilcorp.com/investor-summary/financial-reports-meetings-filings/)
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Source: Africa Oil
