Mr. Jeromie Kufflick reports

AFRICA ENERGY CLOSES PREVIOUSLY ANNOUNCED NON-BROKERED PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION

Africa Energy Corp. has successfully closed its non-brokered private placement of common shares of the company, previously announced on Dec. 23, 2024, and updated on Jan. 30, 2025. As previously disclosed, the transaction consisted of a share-for-debt transaction, whereby the company settled $5,425,607 (U.S.) ($7,796,940 (Canadian)) of existing indebtedness through the issuance of 389,847,000 shares to existing debtholders and a non-brokered private placement of 598,153,000 shares for aggregate gross proceeds of $8,369,203 (U.S.) ($11,963,060 (Canadian)). There were no finders' fees paid in connection with the private placement. Both the private placement and share-for-debt transaction resulted in the issuance of shares at a deemed issue price of two Canadian cents (10 Canadian cents on a postconsolidation basis) per share. The TSX Venture Exchange conditionally approved the private placement and the share-for-debt transaction on Jan. 30, 2025. Shares issued pursuant to the private placement and share-for-debt transaction will be subject to resale restrictions under Canadian securities laws expiring Aug. 1, 2025.

The proceeds from the private placement will be used to repay existing debt held by Africa Oil Corp. (approximately $4.5-million (U.S.)), to repay the remaining debt held by the Lorito Group (Lorito Doraline S.a.r.l., Lorito Floreal S.a.r.l., Lorito Arole S.a.r.l. and Lorito Orizons S.a.r.l.) following the share-for-debt transaction (approximately $817,000 (U.S.)), for general working capital purposes and to advance the development of the company's interest in block 11B/12B offshore South Africa.

The shares received by Deepkloof Ltd. pursuant to the private placement and share-for-debt transaction resulted in Deepkloof becoming a "control person" of the company. Accordingly, pursuant to the policies of the TSX-V, the company obtained disinterested shareholder approval for Deepkloof becoming a control person of the company and ordinary shareholder approval for the previously announced proposed consolidation of the shares on a 1:5 basis at a special meeting of the company's shareholders held on March 27, 2025.

The consolidation is being undertaken to better align the issue price of the shares in the share-for-debt transaction and the private placement with the policies of the TSX-V governing the minimum permissible issue price per share issued in a financing. Completion of the consolidation remains subject to TSX-V approval. Following the closing of the private placement and the share-for-debt transaction, the company has 2,395,812,249 shares issued and outstanding. After giving effect to the consolidation, there is expected to be an aggregate of approximately 479,162,450 shares issued and outstanding. The company expects to complete the consolidation within 90 days from the date hereof and will provide additional information in due course.

About Africa Energy Corp.

Africa Energy is a Canadian oil and gas exploration company focused on South Africa. The company is listed in Toronto on the TSX Venture Exchange and in Stockholm on the Nasdaq First North Growth Market.

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