Afentra : Azule SPA and Amended Sonangol Acquisition Presentation

AFRICAN ENERGY

TRANSITION

Azule SPA and Amended Sonangol Acquisition

19 July 2023

Afentra plc

Disclaimer

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Afentra plc

1

Afentra Corporate Formation

Foundation and road to success

Afentra's founding principles (April 2021)

Feb-Mar 2021

New leadership & owners

(i) P.McDade & I.Cloke appointed

Apr-May 2021	Apr & July 2022	August 2022
Re-brand & official	Foundational	Re-admission
launch	transactions	to AIM

July 2023

3rd production deal

The Global Energy Transition will take

time.

Hydrocarbons are part of the transition

executive directors

(ii) Replaced key shareholders

(44.89% of issued shares) with

new owners

(iii) J.MacDonald and G.Wilson

appointed Chairman and NED,

replacing outgoing directors

Implementing a new, buy-and-build strategy to capitalise on opportunities resulting from the accelerating energy transition on the African continent

	Publication of
	Admission
Signed SPAs with	Document;
resumption of
Sonangol and INA
trading on AIM
for assets offshore
Angola, constituting
a Reverse takeover
(Rule 14, AIM Rules)

Signed SPA to acquire Azule Energy's interests in Blocks 3/05 and 3/05A. Amended SPA with Sonangol for Block 3/05 acquisition.

and will continue to remain important in the overall energy mix.

It is vitally important that we responsibly

manage what has already been found.

The socio-economic impact of the energy

Afentra Management

Joined 2021

Joined 2021

Joined 2021

Paul McDade	Ian Cloke	Anastasia Deulina
Chief Executive Officer	Chief Operating Officer	Chief Financial Officer
35 years in international oil & gas	>25 years in international oil & gas	>20 years in global, tier-1 financial
institutions and energy corporates

transition needs to be considered alongside the climate impact.

Afentra was formed to deliver this

balance and create significant value for

shareholders.

Afentra plc

2

Azule SPA and Sonangol Acquisition Update

Combination of transactions builds a material position in both Blocks 3/05 and 3/05A

Azule SPA, 19 July 2023

• Attractive incremental acquisition increasing Afentra's interests in Blocks 3/05 (+12%) and 3/05A (+16%)1
• Total consideration of up to $84.5m, split $48.5m upfront and up to $36m in contingent payments2
• Deal funded through agreed capacity within debt facilities3 and existing cash on balance sheet
• Low entry cost ~$3.7/bbl and access to a further ~7 mmbbls of 2C resources in Block 3/05A4
• Positive asset economics from higher associated cost pool & improved fiscal terms anticipated from 3/05 licence extension
• Effective date 31 October 2022
• Acquisition constitutes a RTO by AIM Rules suspending trading of Afentra shares until publication of Admission Document

Amended Sonangol Acquisition, 19 July 2023

• Acquiring a reduced working interest in Block 3/05, from 20% to 14%
• Ensures Sonangol's support for Azule transaction and an appropriate balance of equity interests in Block 3/05
• Firm and contingent considerations reduce to $56m and up to $35m, respectively (terms remaining unchanged)5
• Effective date 20 April 2022 (unchanged)

Combined acquisitions

• Increases Afentra interests to 30% in Block 3/05 and 21.33%1 in Block 3/05A
• Increases net production to ~6 kbbl/d;6 net 2P reserves to ~32 mmbbls; net 2C resources ~20 mmbbls4
• Completion of both acquisitions expected in Q4'23 following shareholder approval

Block	Post completion interests
3/05
INA deal	Sonangol deal	Azule deal
Sonangol (op.)	50%	36%	36%
Afentra	4%	18%	30%
Maurel & Prom	20%	20%	20%
etu energias	10%	10%	10%
NIS Naftagas	4%	4%	4%
Azule Energy	12%	12%	0%
Block	Post completion interests
3/05A1	INA deal	Sonangol deal	Azule deal
Sonangol (op.)	33.33%	33.33%	33.33%
Maurel & Prom	26.67%	26.67%	26.67%
Afentra	5.33%	5.33%	21.33%
etu energias	13.33%	13.33%	13.33%
NIS Naftagas	5.33%	5.33%	5.33%
Azule Energy	16.00%	16.00%	0%

1. Assumes that the default China Sonangol interests have been redistributed pro-rata amongst existing Partners, increasing Afentra's interest in Block 3/05A from 4% to 5.33% (post-INA) and from 16% to 21.33% (post-Azule)
2. Up to $21m in contingent payments payable on a sliding scale above Brent price of $75/bbl with an annual cap of $7m over the years 2023, 2024 & 2025; and up to $15m in contingent consideration linked to the successful future development of the Caco- Gazela and Punja discoveries (split $7.5m equally), payable 1 year after first oil subject to a Brent price of $75/bbl and production hurdles
3. The RBL facility between Trafigura and Mauritius Commercial Bank has a limit of $110m of which up to $75m is available for the Sonangol and INA transactions and up to $35m available for the Azule transaction
4. Based on the Competent Persons Report on Block 3/05 effective 1 January 2023, estimating 2P reserves of 108 mmbbls (gross) and 2C resources of 43 mmbbls (gross). Block 3/05A 2C resources are based on an Afentra resource estimate effective 1 January 2022 of 33 mmbbls (gross).
5. Firm and contingent considerations reducing from $80m to $56m and from up to $50m to up to $35m (capped at $3.5m p.a. for an unchanged 10-year period commencing 1 January 2023 and oil price hurdle of $65/bbl)
6. Including gross production currently being tested at the Gazela field on Block 3/05A of an additional 1,200 bbl/d

Afentra plc

3

Building a material position across both Blocks 3/05 and 3/05A

Acquisition structures for Block 3/05 and 3/05A transactions

Detailed acquisition structure (at SPA)

Working interest acquired

Effective date

Completion date (expected)

Initial consideration	$m
Licence extension payment	$m
Brent price linked contingent	$m
payment
Future developments linked	$m
contingent payment
Total Consideration	$m

	INA
Bl. 3/05	Bl. 3/05A
4%	5.33%1

30-Sep-21

05-May-23

9	3
103	-
Up to 64	-
-	57
Up to 25	Up to 8

Sonangol2

Bl. 3/05	Bl. 3/05A
14%	0%

20-Apr-22
(Q4 2023)
56	-
-	-
Up to 355	-
-	-
Up to 91	-

	Azule
Bl. 3/05	Bl. 3/05A
12%	16%1
31-Oct-22
(Q4 2023)
47.5	1
-	-
Up to 216	-
-	Up to 158
Up to 68.5	Up to 16

Aggregate

Bl. 3/05		Bl. 3/05A
30%		21.33%1
	-

(Q4 2023)

112.54

10	-
Up to 62	-

• Up to 20

Up to 184.5	Up to 24

1. Assumes that the default China Sonangol interests have been redistributed pro-rata amongst existing Partners, increasing Afentra's interest in Block 3/05A from 4% to 5.33% (post-INA) and from 16% to 21.33% (post-Azule)
2. The Sonangol Acquisition also includes the acquisition of a 40% WI in exploration Block 23 for a consideration of $0.5m
3. Block 3/05 licence term was extended to 2040 on 17 May 2023 satisfying a condition precedent for the Sonangol Acquisition and triggering the contingent payment of $10m to INA
4. Payable as $2m per annum, over 3 years, and paid as a 30% share of revenue upside above Brent price of $65/bbl
5. Payable as $3.5m per annum over 10 years commencing 1 January 2023, subject to minimum Brent price of $65/bbl and minimum annual production of 15,000 bbl/d
6. Payable on a sliding scale above a Brent price of $75/bbl with an annual cap of $7m over the years 2023, 2024 & 2025
7. Subject to successful development of existing discoveries and a minimum Brent price of $65/bbl
8. Payable 1 year from first oil date and split equally between Caco-Gazela and Punja ($7.5m each), subject to annual average Brent price of US$75/bbl and minimum average annual production of 5 kbbl/d from both fields

Afentra plc

4