Mr. Jeromie Kufflick reports

AFRICA ENERGY ANNOUNCES UPDATE TO CONSOLIDATION

Africa Energy Corp. has provided an update to the consolidation of common shares of the company, further to its press releases on Jan. 30, 2025, and March 31, 2025. The consolidation of the shares on a 1:5 basis was approved by the company's shareholders at the special meeting of shareholders held on March 27, 2025.

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 record date and effective date of the consolidation is expected to be May 30, 2025, with the postconsolidation shares commencing trading on the TSX-V at market open on May 30, 2025, and on the Nasdaq First North Growth Market 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 TSX-V and AEC for Nasdaq First North will remain the same. The current Cusip number for the preconsolidation shares is 00830W105 and the new Cusip number for the postconsolidation shares will be 00830W501. The current ISIN (international securities identification number) for the preconsolidation shares is CA00830W1059 and the new ISIN for the postconsolidation shares will be CA00830W5019.

TSX-V shareholders

For holders of shares on the TSX-V, 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 postconsolidation shares will have the same attributes as its preconsolidation shares.

Euroclear-registered securities shareholders

No fractional shares will be issued to holders of shares through Euroclear Sweden AB 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 postconsolidation shares will have the same attributes as its preconsolidation 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 preconsolidation shares in exchange for postconsolidation shares issued as a result of the consolidation. Until surrendered, each certificate representing preconsolidation shares will be deemed to represent the number of postconsolidation 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 is a Canadian oil and gas exploration company focused on South Africa. The company is listed in Toronto on the TSX-V and in Stockholm on Nasdaq First North.

We seek Safe Harbor.