Africa Oil completes consolidation of remaining 50% interest in Prime Oil & Gas

On March 20, 2025, Africa Oil Corp. ("Africa Oil") announced the completion of its previously announced agreement with BTG Pactual Oil & Gas S.a.r.l. ("BTG Oil & Gas") to consolidate the joint 50:50 ownership shareholdings of the Prime Oil & Gas Coöperatief U.A. ("Prime") in Africa Oil.

Under the terms of the definitive agreement, dated June 24, 2024, the transformational transaction was implemented by way of a three-cornered amalgamation structure under Canadian corporate law, in which BTG Pactual Holding S.a.r.l. ("BTG Holding"), the entity which holds BTG Oil & Gas' interest in Prime, amalgamated with a newly created subsidiary of Africa Oil. In turn, BTG Oil & Gas received newly issued common shares in Africa Oil, that, based on the outstanding share capital of Africa Oil, resulted in BTG Oil & Gas owning approximately 35% of the outstanding share capital of Africa Oil. The remaining approximately 65% of the enlarged Africa Oil (on a partially diluted basis) will continue to be held by existing Africa Oil securityholders.

Further information can be found on Canada Newswire’s website.

Prime is a joint venture company between Africa Oil and BTG Oil & Gas with activity focused on exploration and production of oil and gas in Nigeria. With headquarters in Rotterdam and subsidiaries in Nigeria, Prime owns interests in two world-class producing deep-water assets located offshore Nigeria:

• 8% participating interest in Chevron operated petroleum mining lease ("PML") 52 (Agbami field), and petroleum prospecting license ("PPL") 2003; and
• 16% participating interest in TotalEnergies operated PML 2 (Akpo field), PML 3 (Egina field) and PML 4 (Preowei field), and PPL 261.

Africa Oil is a Canadian full-cycle independent oil and gas company with interests offshore Nigeria, Namibia, South Africa and Equatorial Guinea. Its main assets are producing and development assets in deepwater Nigeria operated by Majors. The company holds a leading position in the Orange Basin including its effective interest in the Venus light oil project, offshore Namibia, and its direct interest in Block 3B/4B, offshore South Africa.

Banco BTG Pactual is the largest investment bank in Latin America based in Sao-Paolo, Brazil and operates in the investment banking, corporate and SME lending, sales and trading, asset management and wealth management and consumer banking markets.