Africa Energy Announces First Quarter 2025 Results and Corporate Update
VANCOUVER, BC, May 15, 2025 /CNW/ - Africa Energy Corp. (TSXV: AFE) (Nasdaq First North: AEC) ("Africa Energy" or the "Company"), an oil and gas exploration company, announces corporate update and financial and operating results for the three months ended March 31, 2025. View PDF Version
On March 31, 2025, the Company closed a non-brokered private placement of common shares and a shares-for-debt transaction, which significantly improved the Company's financial position. These transactions allowed the Company fully repay its debt, which consisted exclusively of obligations under the existing promissory note, and to provide it with an additional $2.9 million after debt repayment for general working capital purposes and to advance the development of the Company's interest in Block 11B/12B offshore South Africa.
HIGHLIGHTS
At March 31, 2025, the Company had US$4.7 million in cash, US$4.2 million of working capital and no debt compared to US$2.3 million in cash, US$8.2 million of working capital deficiency and US$10.4 million promissory note debt obligations at the end of 2024.
On April 28, 2025, the Company hired Dr. Phindile Masangane as Head of Strategy and Business Development and appointed Dr. Masangane to the Company's Board of Directors. Dr. Masangane's experience in the energy sector, which includes serving as the Chief Executive Officer of The Petroleum Agency of South Africa, will be instrumental in assisting Africa Energy as we work to move Block 11B/12B to the development phase and bring our world class gas and condensate discoveries to market. Her vast experience in energy infrastructure development, policy and regulation, along with project finance expertise, will play a pivotal role in shaping the strategic direction of the Company.
Main Street 1549 Pty. Ltd. ("Main Street 1549"), appointed operator of Block 11B/12B in November of 2024, submitted a new Environmental Authorization ("EA") application with a revised project scope on February 28, 2025 and expects to submit a new Environmental and Social Impact Assessment ("ESIA") in advance of the revised deadline in September of 2025. The approval of the Production Right application will not occur until after the Block 11B/12B joint venture receives EA approval in respect of the revised ESIA.
The Company has also committed to completing a consolidation of the Company's shares on a 5:1 basis by June 29, 2025, which was approved by shareholders at a special meeting on March 27, 2025, but is still subject to TSX Venture Exchange approval.
OUTLOOK
Subject to all relevant regulatory approvals by South African authorities in respect to the withdrawal of the joint venture partners in Block 11B/12B1 and completion of the restructuring of Main Street 1549, the Company expects to hold 75% direct interest in Block 11B/12B. Despite the challenges and delays encountered so far, the Company remains confident that the Block 11B/12B resources are capable of being commercially developed. The Brulpadda and Luiperd discoveries are the largest discoveries of natural gas resources in South Africa and if developed could supply a significant portion of the country's energy needs as it seeks to transition to lower carbon energy sources. The Company will be focused on obtaining the 11B/12B Production Right approval and securing offtake customers, and the Company anticipates that its current financial position should be sufficient to achieve these objectives.
__________________________
1 Main Street 1549 currently holds a 10% participating interest in Block 11B/12B, offshore South Africa.
FINANCIAL INFORMATION(Unaudited; thousands of US dollars, except per share amounts)Three Months
Three MonthsEnded
EndedMarch 31,
March 31,2025
2024
Operating expenses
675
23,832
Net loss
(958)
(24,087)
Net loss per share (basic and diluted)
(0.00)
(0.02)
Weighted average number of shares outstanding (basic and diluted)
1,418,790
1,407,812
Number of shares outstanding
1,418,790
1,407,812Cash flows provided by (used in) operations
(199)
(216)
Cash flows provided by (used in) investing
(359)
(173)
Cash flows provided by (used in) financing
2,858
315
Total change in cash and cash equivalents
2,382
(86)Change in share capital
17,671
-
Change in contributed surplus
(3,956)
375
Change in deficit
958
24,087
Total change in equity
12,757
(23,712)
March 31,
December 31,2025
2024
Cash and cash equivalents
4,687
2,305
Total assets
45,250
42,577
Total liabilities
571
10,655
Total equity attributable to common shareholders
44,679
31,922
Net working capital
4,207
(8,229)
The financial information in this table was selected from the Company's unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 (the "Financial Statements"), which are available on SEDAR at www.sedar.com and the Company's website at www.africaenergycorp.com.
EARNINGS TREND AND FINANCIAL POSITION(Unaudited; US dollars)
Operating expenses decreased by $23.2 million for the three months ended March 31, 2025, compared to the same period in 2024. The Company recorded a $23.1 million non-cash loss on revaluation of the financial asset during the first quarter of 2024. The non-cash loss on revaluation of the financial asset related to the Company's investment in Block 11B/12B and was due mainly to changes in base assumptions for discount rate, development costs and operating expenditures.
At March 31, 2025, the Company had cash of $4.7 million and working capital of $4.2 million compared to cash of $2.3 million and working capital deficiency of $8.2 million at December 31, 2024. The increase in cash and working capital since December 31, 2024, can be mainly attributed to the completion of the non-brokered private placement of common shares and a shares-for-debt transaction on March 31, 2025.
CORPORATE UPDATE
The Company announces the resignation of Pascal Nicodeme from his role as a member of the Board of Directors and Chairman of the Audit Committee. Mr. Nicodeme has served in this capacity with dedication and expertise, contributing significantly to the company's financial oversight and governance. The Board expresses its sincere gratitude for his invaluable contributions and wishes him success in his future endeavors.
In his place, the Board has appointed Larry Taddei, a seasoned financial expert with extensive experience in corporate governance and financial management. Mr. Taddei will assume the role of Chairman of the Audit Committee, bringing a wealth of knowledge and strategic insight to further strengthen the Company's financial reporting and compliance practices.
The Board of Directors has approved the grant of 3,500,000 incentive stock options. The options will be granted on May 16, 2025, at an exercise price per share that will be equal to the higher of the closing trading price of the Company's shares on the TSX Venture Exchange on that day and $0.05 Canadian dollars. The options will be exercisable, subject to vesting provisions, over a period of four and a half years.
NEXT EARNINGS REPORT RELEASE
The Company plans to report its results for the six months ended June 30, 2025 on August 14, 2025.
About Africa Energy Corp.
Africa Energy Corp. is a Canadian oil and gas exploration company focused on South Africa. The Company is listed in Toronto on TSX Venture Exchange (ticker "AFE") and in Stockholm on Nasdaq First North Growth Market (ticker "AEC").
Important information
This is information that Africa Energy is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact persons set out above on May 15, 2025, at 5:30 p.m. ET.
The Company's certified advisor on Nasdaq First North Growth Market is Bergs Securities AB, +46 739 49 62 50, rutger.ahlerup@bergssecurities.se.
Forward looking statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Company's future performance, business prospects and opportunities, which are based on assumptions of management.
The use of any of the words "will", "expected", "planned" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of certain future events. These forward-looking statements involve risks and uncertainties relating to, among other things, changes in oil prices, results of exploration and development activities, including results, timing and costs of seismic, drilling and development related activity in the Company's area of operations and, uninsured risks, regulatory changes, defects in title, availability of funds required to participate in the exploration activities, or of financing on reasonable terms, availability of materials and equipment on satisfactory terms, outcome of commercial negotiations with government and other regulatory authorities, timeliness of government or other regulatory approvals, actual performance of facilities, availability of third party service providers, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual future results may differ materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Africa Energy Corp.
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In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. TARGET MARKETThe target market for the Private Placement is non-professional, professional as well as eligible counterparties and who; a) have at least a common/normal understanding of the capital markets, b) is able to bear the losses of their invested amount and, c) is willing to accept risks connected with the shares, and d) have an investment horizon which takes into consideration the liquidity of the shares. The Company has not published sufficient data for the Managers to determine whether an investment in the Private Placement is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under Regulation (EU) 2019/2088 (the "SFDR"), and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR. The negative target market for the Offer Shares is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. Negative target market: An investment in the Company's shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile. Notwithstanding, and without affecting the manufacturers target market assessment as per the above, the Managers will only allow distribution through their distribution channels to investors who: a) in the EU meet the requirements set out in the manufacturers target market assessment, and who b) in respect of investors residing outside the Nordics at least can be classified as professional clients or eligible counterparties as per the MiFID II definition. For distribution to investors located outside of the EU, distribution of the shares is only allowed to such investors which a) the Managers can approach as per the rules of the jurisdiction in which the investor reside, and b) which can provide adequate confirmations to this effect, and c) which as per minimum meets the requirements of the manufacturers target market assessment.