AFRICAN ENERGY

TRANSITION

G-Force Capital Investor Evening

25 July 2023

Afentra plc

Disclaimer

  • The information set out in this presentation and the accompanying verbal presentation including any question and answer session and any documents or other materials distributed with the presentation (the
    "Presentation") has been produced by Afentra plc (the "Company") as at the date of this presentation, and is being made available to recipients for information purposes only. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. This presentation is subject to English law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of the English courts.
  • This presentation has not been verified, does not purport to contain all information that a prospective investor may require and is subject to updating, revision and amendment. The information and opinions contained in this presentation are provided as at the date of the Presentation and are subject to change without notice. In furnishing this document, the Company does not undertake or agree to any obligation to provide the attendees with access to any additional information or to update this presentation or to correct any inaccuracies in, or omissions from, this presentation that may become apparent.
  • No reliance may be placed for any purposes whatsoever on the information or opinions contained in this presentation or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this presentation and no liability whatsoever is accepted by the Company or any of its members, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.
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    Investment Market (AIM). Any investment or investment activity to which this document relates is only available in the United Kingdom to such persons as are permitted under the Order ("Relevant Persons") and will be engaged only with such persons within the United Kingdom. Persons who are not (within the United Kingdom) Relevant Persons should not in any circumstances rely on this presentation. The contents of the Presentation are not to be construed as legal, business, investment or tax advice nor does it constitute a recommendation regarding any transaction. Each recipient should consult with their own legal, business, investment and tax adviser as to legal business, investment and tax advice. By receiving the presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.
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  • Certain statements, beliefs and opinions in this presentation, are forward-looking, which reflect the Company's or, as appropriate, the Company's directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward- looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward- looking statements, which speak only as of the date of the Presentation.
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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.

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

The socio-economic impact of the energy 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

Strengthened Board and Team

Deep experience and expertise across Africa

Appointed June 2023

Paul McDade

Ian Cloke

Chief Executive Officer

Chief Operating Officer

Joined 2021

Joined 2021

Anastasia Deulina

Chief Financial Officer

Joined 2021

Jeffrey MacDonald

Chairman

Joined 2021

CALEDONIA

HIGHLAND

OIL & GAS

ENERGY LTD.

Gavin Wilson

Non-Executive Director

Joined 2021

Thierry Tanoh

Non-Executive Director

Joined 2023

Paul's 35 years within the international Oil

  • Gas business has provided him with a rich and diverse set of relevant experiences. From his early international experience in challenging operational, social, security and safety environments, to his 19 years as COO and then CEO of Tullow Oil, he has essential first-hand experience of what is required to build a successful African-focused, responsible oil
  • gas company. His strong focus on delivering stakeholder value, shared prosperity, environmental performance and strong governance, coupled with his understanding of the role that Oil & Gas has to play in both the global and African energy transitions, makes him the ideal leader to deliver Afentra's ambitious growth strategy, a company that will have
    stakeholder objectives and ESG embedded at its core.

Ian has over 25 years experience of working in international Oil & Gas with a proven track record of delivering operational, technical and commercial results. His focus and background of deploying innovative technologies across global upstream has delivered significant value for all stakeholders. As EVP at Tullow Oil, he led multi-cultural and diverse teams delivering operations safely and at pace across Africa and South America, from remote onshore to ultra deepwater, effectively managing risk and social-

environmental sensitivities whilst embedding strong financial discipline. He has first-hand experience in making a difference in countries having discovered and delivered commercial oil & gas in Uganda, Kenya and Guyana. Having lived and travelled throughout Africa, he has enjoyed the full spectrum of life and business on the continent, making him an ideal founding partner and COO of Afentra.

Anastasia's multicultural upbringing and over 20 years of working in the energy sector within global, tier-1 investment banks, private equity and corporates has given her extensive experience in strategy development, deal origination, structuring and execution, M&A and business transformation. Her primary focus is always on driving sustainable business growth that has a visible positive impact on the bottom-line. This, along with her significant prior board experience, both as a NED and committee member, and her strong global business development and financial network means that Anastasia provides expert leadership as Afentra's CFO.

Jeffrey MacDonald was a former managing director with private equity firm, First Reserve, with responsibility for

investment origination, structuring, execution, monitoring and exit strategy, with particular emphasis on the oil & gas sector. Before joining First Reserve, he was a founder and CEO of Caledonia Oil & Gas Ltd., a U.K.-based exploration and production (E&P) firm, and a founding member and managing director of Highland Energy Ltd. Most recently he held the position of Interim CEO and, prior to that, Non-Executive Director of Kris Energy

Wider Afentra Team

Highly experienced

individuals across technical,

commercial, legal and

finance disciplines

Gavin Wilson has held the position of Investment Director at Meridian Capital Limited, a Hong Kong based international investment firm, for over a decade, managing an Oil & Gas portfolio focused on world-class assets in emerging markets. Mr Wilson founded and managed, for over seven years, two successful investment funds - RAB Energy and RAB Octane. Previously he was Managing Partner of Canaccord Capital London's Oil & Gas division, responsible

for Sales and Corporate Brokering/Finance.

Thierry Tanoh is an experienced senior director with global experience, a strong track record in both public and private sectors and has held senior positions within African Government ministries. Relevant experience includes various roles within International Finance Corporation (IFC) as Vice President within the Senior Executive Team and a member of IFC's credit committee based in Washington, and Director of Sub-Saharan Africa based in Johannesburg. Following 12 years with IFC, Mr Tanoh was appointed as CEO of Ecobank Group, a pan-African banking conglomerate with banking operations in 33 African countries. Following his departure in 2014, Mr Tanoh was appointed a member of the office of the President of the Republic of Cote d'Ivoire, serving initially as Minister, Deputy Chief of Staff before being appointed as Minister for Oil, Energy and Renewable Energies between 2017-18.

Afentra plc

3

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

4

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Disclaimer

Afentra plc published this content on 26 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 July 2023 07:19:20 UTC.