Mr. Jeromie Kufflick reports

AFRICA ENERGY EXECUTES DEFINITIVE AGREEMENTS WITH AROSTYLE

Following the signing of non-binding agreements that were previously announced Dec. 20, 2024, Africa Energy Corp., Arostyle Investments (RF) Pty. Ltd. and Main Street 1549 Pty. Ltd. have executed definitive binding agreements for the purpose of restructuring the company's and Arostyle's investment in Main Street.

Main Street currently has a direct 10-per-cent participating interest in block 11B/12B offshore South Africa. In light of the withdrawal of the remaining joint venture partners as announced July 29, 2024, and subject to all relevant regulatory approvals, Main Street is entitled to become the holder of 100 per cent of the participating interests in block 11B/12B. The company, through wholly owned subsidiaries, owns 49 per cent of the ordinary shares and 100 per cent of the Class B shares in Main Street. The remaining 51 per cent of the ordinary shares of Main Street are held by Arostyle.

Under the agreements, the parties will restructure their interests in Main Street and the participating interests in block 11B/12B. The restructuring will result in the company owning 100 per cent of the ordinary shares and 100 per cent of the Class B shares of Main Street. In addition, all loan claims between the parties will be settled in full. Finally, the 90-per-cent participating interest in block 11B/12B to be assigned by the withdrawing parties will be assigned 65 per cent to Main Street and 25 per cent to Arostyle, resulting in the company (through Main Street) holding a 75-per-cent participating interest in block 11B/12B with Arostyle holding the remaining 25 per cent.

The agreements are subject to all relevant regulatory approvals being obtained and remain subject to the fulfilment of certain conditions, including the finalization of the assignment agreements between the parties and the withdrawing parties, which will require regulatory transfer approval under Section 11 of the Mineral Petroleum Development Resources Act, 2002. Satisfaction of the conditions of the agreements is subject to a long-stop date of Sept. 30, 2026.

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 (ticker AFE) and in Stockholm on Nasdaq First North Growth Market (ticker AEC).

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