AAOG.L Regulatory News (AAOG)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").

Anglo African Oil & Gas plc ("AAOG" or "the Company")

New Strategic Investor through Block Sale of Ordinary Shares held under the Investor Sharing Agreement ("ISA") and Termination of the ISA

Anglo African Oil & Gas plc announces that it has consented to the sale, by Riverfort Global Opportunities PCC and YA II PN Ltd ("the ISA Investors"), of the remaining 84,041,011 ordinary shares of £0.001 each in the capital of the Company held by the ISA Investors ("the ISA Shares") at a price of 0.5p per ISA Share (a premium of 43 per cent to the closing share price on 17 January 2020) for a total consideration of £420,205.05, of which AAOG will receive £361,376.35 (the "ISA Proceeds"). Completion of the sale of the ISA Shares will take place today, following which the ISA will be terminated.

The ISA Proceeds will be applied towards AAOG's creditors and, alongside the £250,000 to be received from Zenith Energy Ltd as announced on 13 January 2020, will provide the Company with sufficient working capital for the next six months absent any unforeseen legitimate claims.

The ISA Shares will be acquired by Forum Energy Services Limited ("Forum"). Forum has confirmed that it has no current intention to dispose of its strategic stake in the Company and has agreed to a lock in in respect of 75 per cent of the ISA Shares for three months from today's date. 

The Company has agreed that Forum shall have the right to appoint up to three directors to the Board of the Company. Such Board appointments are subject to satisfactory completion of regulatory due diligence in relation to the candidates proposed. On the appointment of Forum's first candidate to the Board, Phil Beck has agreed to resign his position as Non-Executive Director. The Company wishes to express its gratitude to Mr Beck for his contribution to AAOG over the past two years.

The Company continues discussions with RiverFort regarding a convertible loan facility. However, the immediate need for, and the [potential] quantum of, any such a facility has diminished given the proceeds from the block sale of ISA Shares. Further updates will be provided as appropriate.

Sarah Cope, chair of AAOG, said, "The Board has considered several offers to purchase the ISA Shares and has, in consenting to the purchase by Forum, given consideration to the long-term interests of the Company rather than purely immediate financial gain. The Board is confident that, of all the potential partners considered, Forum has the clearest vision and best contacts that will enable it to deliver value for shareholders in the long term."

Paul Forrest, Chief Executive of Forum, commented, "Forum is pleased to have taken a strategic stake in the Company and we are looking forward to working with the Board to create shareholder value. Forum has, through its investors and network, access to sources of funding as well as exciting and viable projects in the natural resources sector that could be suitable as acquisition targets for AAOG."

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