Afentra : Supplementary Prospectus – 8 December 2023

THIS SUPPLEMENTARY ADMISSION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser who specialises in advising on the acquisition of shares and other securities and is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the UK, or, if you are not resident in the UK, from another authorised independent adviser. The whole of this document should be read.

This document constitutes a supplementary admission document drawn up in accordance with the AIM Rules and, is supplemental to, and should be read in conjunction with the admission document issued by the Company on 18 September 2023, being the admission document prepared in connection with: (i) the proposed acquisition by Afentra Angola of Oil & Gas interests in Angola; and (ii) admission of the Enlarged Group to trading on AIM (the "2023 Admission Document").

This document does not constitute a prospectus within the meaning of section 85 of FSMA and has not been drawn up in accordance with the UK Prospectus Regulation or approved or filed with the FCA. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. The Directors, whose names appear on page 4 of this document, accept responsibility, individually and collectively, for the information contained in this document and compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. No representation or warranty, express or implied, is made by Peel Hunt as to any of the contents of this document for which the Directors are solely responsible.

The Company's existing ordinary shares (the "Ordinary Shares") are admitted to trading on AIM. Application has been made for the Ordinary Shares to be re-admitted to trading on AIM following Sonangol Completion. All the

Ordinary Shares will, on Admission, rank in full for all dividends or other distributions declared, made or paid in respect of the Ordinary Shares after Admission and will rank pari passu in all respects. The Ordinary Shares are not,

and the Ordinary Shares of the Enlarged Group will not be, dealt on any other recognised investment exchange and no application has been or is being made for the Enlarged Group to be admitted to any such exchange. It is expected that Admission will become effective and dealings in the Enlarged Group will commence on AIM by 8.00 am on 8 December 2023.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom Financial Conduct Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document.

THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE 2023 ADMISSION DOCUMENT, ANY DOCUMENTS INCORPORATED HEREIN BY REFERENCE AND ANY DOCUMENTS INCORPORATED INTO THE 2023 ADMISSION DOCUMENT BY REFERENCE. IN PARTICULAR YOUR ATTENTION IS DRAWN TO THE SECTION ENTITLED "RISK FACTORS" SET OUT IN PART 4 (RISK FACTORS) OF THE 2023 ADMISSION DOCUMENT THAT DESCRIBES CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY.

Save as provided in this document, or unless the context otherwise requires, the definitions and glossary of technical terms used in the 2023 Admission Document also apply in this document.

Afentra PLC

(Incorporated and Registered in England and Wales under the Companies Acts 1948 to 1981

with Registered No 01757721)

Completion of Acquisition of Sonangol Oil and Gas interests in Angola

and

Admission of the Enlarged Group to trading on AIM

Nominated Adviser and Joint Broker

Peel Hunt LLP

Joint Broker

Tennyson Securities

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the Financial Conduct Authority is acting as nominated adviser and joint broker to the Company in connection with the Admission. Peel Hunt is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to their customers or for advising any other person on the contents of this document, the 2023 Admission Document or on any transaction or arrangement referred to in this document or in the 2023 Admission Document. Peel Hunt's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any other Director or to any person in respect of such person's decision to acquire shares in the Company in reliance on any part of this document or the 2023 Admission Document.

Tennyson Securities ("Tennyson"), a trading name of Shard Capital Partners LLP, which is authorised and regulated by the Financial Conduct Authority is acting as joint broker to the Company for the purposes of the AIM Rules. Tennyson is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to their customers or for advising any other person on the contents of this document, the 2023 Admission Document or on any transaction or arrangement referred to in this document or in the 2023 Admission Document. Tennyson's responsibilities as the Company's joint broker are not owed to any other person in respect of such person's decision to acquire shares in the Company in reliance on any part of this document or the 2023 Admission Document.

The distribution of this document and the offer and sale of Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company nor Peel Hunt nor Tennyson that would permit a public offer of Ordinary Shares in any jurisdiction where action for that purpose is required nor has any such action been taken with respect to the possession or distribution of this document in any jurisdiction where action for that purpose is required. Persons outside the United Kingdom into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to sell, or the solicitation of any offer to buy, Ordinary Shares in any jurisdiction in which such offer or solicitation would be unlawful.

This document contains forward looking statements, including, without limitation, statements containing the words "believe", "anticipated", "expect", and similar expressions. Such forward looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements expressed or implied by such forward looking statements to be materially different. Factors that might cause such a difference might include, but are not limited to, those discussed in the "Risk Factors" set out in Part 4 of the 2023 Admission Document. In light of these issues, uncertainties and assumptions, the events described in the forward looking statements in this document may not occur. Subject to legal or regulatory requirements, the Company disclaims any obligation to update any such forward looking statements in this document to reflect future events or developments.

Investors should only rely on the information in this supplementary admission document and the 2023 Admission Document. No person has been authorised to give any information or make any representations other than as contained in this document or in the 2023 Admission Document in connection with Admission and, if given or made, such information and representations must not be relied upon as having been authorised by the Company. The content of websites of the Group or any websites directly or indirectly linked to such websites do not form part of this document or the 2023 Admission Document and investors should not rely upon them.

This document contains cross-references to information contained in the Competent Person's Report Addendum set out in Part 3 of this document. The Company confirms that the information which has been extracted from the Competent Person's Report Addendum has been accurately reproduced and that, so far as the Company is aware and is able to ascertain from the Competent Person's Report Addendum, no facts have been omitted which would render the extracts inaccurate or misleading. The Competent Person has reviewed the information contained in this document which relates to information contained in the Competent Person's Report Addendum and has confirmed in writing to the Company and Peel Hunt that the information presented is accurate, balanced and complete and not inconsistent with the Competent Person's Report Addendum.

Copies of this document will be available free of charge during normal business hours on any weekday (except public holidays) at the Company's registered office at High Holborn House, 52-54 High Holborn, London, England, WC1V 6RL from the date of this document until one month from Admission.

CONTENTS

Clause		Page
KEY STATISTICS	1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	1
DEFINITIONS	2
GLOSSARY	3
DIRECTORS, SECRETARY AND ADVISERS	4
PART 1	- LETTER FROM THE NON-EXECUTIVE CHAIRMAN	6
PART 2	- FURTHER ADDITIONAL INFORMATION	15
PART 3	- COMPETENT PERSON'S REPORT ADDENDUM	21

KEY STATISTICS

Number of Ordinary Shares in issue following Admission	220,053,520
ISIN number	GB00B4X3Q493
AIM 'ticker'	AET
SEDOL	B4X3Q49
Legal entity identifier ("LEI")	21380028BFDFJK8BRX92

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Completion of the Adjusted Sonangol Acquisitions	7	December 2023
Publication of this document	7.00 a.m. on 8	December 2023
Admission becomes effective and dealings in the Ordinary Shares	8.00 a.m. on 8	December 2023
of the Enlarged Group commence on AIM

-----

Notes:

1. All of the above timings refer to London time unless otherwise stated.
2. Each of the times and dates set out in the timetable above and mentioned throughout this document may be adjusted at the absolute discretion of the Company and Peel Hunt. In the event of a change, the revised times and dates will be notified to Shareholders by means of an announcement through an RIS.

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DEFINITIONS

Save as provided in this document, or unless the context otherwise requires, the definitions used in the 2023 Admission Document also apply in this supplementary admission document. In addition, the following definitions apply throughout this document unless the context requires otherwise:

"2023 Admission Document"	means the Admission Document published by the Company on
	18 September 2023 in relation to the Adjusted Sonangol
	Acquisitions and the Azule Acquisitions;
"Block 3/05 PSA Addendum"	the addendum to Block 3/05 PSA executed by the National
	Concessionaire, Sonangol, Maurel, Azule, Etu Energias, NIS and
	Afentra Angola on 7 December 2023 incorporating, inter alia, the
	Updated Fiscal Terms;
"China Sonangol" or "CSI"	China Sonangol International Limited, a former member of the
	contractor group for Block 3/05A and a former member of the
	contractor group for Block 3/05;
"Competent Person" or "ERCE"	ERC Equipoise Limited, a company incorporated in England and
	Wales with Registered No 03587074, the competent person in
	relation to Admission, as defined by the AIM Rules, and author of
	the Competent Person's Report Addendum;
"Competent Person's Report"	the report relating to Block 3/05 produced by the Competent
	Person, as set out in Part 9 (Competent Person's Report) of the
	2023 Admission Document;
"Competent Person's Report	the addendum to the Competent Person's Report relating to Block
Addendum"	3/05 produced by the Competent Person, as set out in Part 3
	(Competent Person's Report Addendum) of this document;
"Directors" or "Board"	the directors of the Company as at the date of this document
	whose names appear on page 4 against the heading "Directors",
	and "Director" means any one of them;
"NPV"	means net present value;
"SDRT"	means stamp duty reserve tax;
"Sonangol Completion"	completion of the Adjusted Sonangol Acquisitions, which took
	place following satisfaction of the Sonangol CPs on 7 December
	2023;
"Supplementary Admission	this document; and
Document"
"Updated Fiscal Terms"	has the meaning given in paragraph 3 of Part 1 (Letter from the
	Non-Executive Chairman) of this document.

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GLOSSARY

Words and expressions defined in the Glossary in the 2023 Admission Document shall have the meanings in this document.

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DIRECTORS, SECRETARY AND ADVISERS
Directors	Jeffrey Saunders MacDonald (Non-Executive Chairman)
	Gavin Hugh Lothian Wilson (Independent, Non-Executive Director)
	Thierry André Nicolas Yao Tanoh (Independent, Non-Executive Director)
	Paul McDade (Chief Executive Officer)
	Ian Richard Cloke (Chief Operating Officer)
	Anastasia Deulina (Chief Financial Officer)
	whose business addresses are at the Company's registered office
Company Secretary	Richard Andrew Cliff
	whose business address is at the Company's registered office
Registered office	High Holborn House
	52-54 High Holborn
	London
	England
	WC1V 6RL
Nominated Adviser and	Peel Hunt LLP
Joint Broker	100 Liverpool Street
	London
	EC2M 2AT
Joint Broker	Tennyson Securities
	65 Petty France
	London
	SW1H 9EU
Reporting Accountants	Crowe U.K. LLP
	55 Ludgate Hill
	London
	EC4M 7JW
Solicitors to the	Pinsent Masons LLP
Company (English law)	30 Crown Place
	Earl Street
	London
	EC2A 4ES
Solicitors to the	PLMJ Advogados, SP, RL, acting through PLMJ Colab Angola -
Company (Angolan law)	RVA Advogados
	PLMJ:
	Av. Fontes Pereira de Melo, 43
	1050-119 Lisboa
	Portugal
	PLMJ Colab Angola - RVA Advogados:
	Edifício Escom, Piso 13, Fração B,
	R. Marechal Brós Tito, 35-37
	Luanda
	Angola
Solicitors to the	Smart Code Law Firm
Company (Somaliland	252, 26thJune Avenue Road,
law)	opp Hargeisa Group Hospital
	Hargeisa
	Somaliland

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Solicitors to the	Fieldfisher LLP
Nominated Adviser	Riverbank House
	2 Swan Lane
	London
	EC4R 3TT
Competent Person	ERC Equipoise Limited
	Eastbourne House
	2 Saxbys Lane
	Lingfield
	Surrey
	RH7 6DN
PR Advisers	Buchanan Communications Limited
	107 Cheapside
	London
	EC2V 6DN
Registrars	Link Group
	10th Floor
	Central Square
	29 Wellington Street
	Leeds
	LS1 4DL
Company website	https://afentraplc.com

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PART 1

LETTER FROM THE NON-EXECUTIVE CHAIRMAN

Registered Office

High Holborn House

52-54 High Holborn

London

England

WC1V 6RL

8 December 2023

To Shareholders and, for information only, to persons with information rights

Dear Shareholder

Completion of Acquisition of Sonangol Oil & Gas Interests in Angola

and

Admission of Enlarged Group to trading on AIM

1 INTRODUCTION

Afentra was launched in 2021 to support the African energy transition as a responsible, well managed independent oil and gas company, assisting in the continued economic and social development of African economies through responsible management of their oil and gas assets and bridging the gap to renewable and other sustainable forms of energy.

The Company believes that Africa's strong economic growth, alongside its increasing population, will create long-term oil and gas demand despite the structural evolution of the global energy system and sees a significant opportunity to drive responsible growth and prosperity for all stakeholders.

Afentra aims to access, redevelop and maximise the full potential of existing producing fields and undeveloped discoveries that no longer fit the portfolio of IOCs and host governments in a safe, responsible and sustainable manner. By investing in the region and working with its partners, the Company believes that it can positively impact local communities and deliver significant economic returns to all stakeholders.

The Company previously announced:

• on 28 April 2022, that its wholly owned subsidiary, Afentra Angola, had signed the Sonangol Acquisition Agreement with Sonangol to purchase the Sonangol Block 3/05 Interest (of 20%) for an initial cash consideration of US$80 million, together with contingent payments of up to US$50 million in aggregate, and the Block 23 Interest (of 40%) for an upfront cash consideration of US$0.5 million. The Company then announced on 19 July 2023 that it had
  agreed to reduce the working interest it will purchase in Block 3/05 from 20% to 14%, as set out in the Amended Sonangol Acquisition Agreement, together with a pro rata reduction in consideration but no other changes in terms. On 9 November 2023, the Company announced
  that it had received approval from the Government of Angola for the Adjusted Sonangol Acquisitions and that it was working with Sonangol to finalise the formal completion of these acquisitions;
• on 10 May 2023, that its wholly owned subsidiary, Afentra Angola, had completed the INA Acquisitions of the 4% participating interest in the INA Block 3/05 Interest and up to 5.33% participating interest in the INA Block 3/05A Interest. At completion of the INA Acquisitions, Afentra Angola paid US$17.0 million of consideration, comprising US$12.0 million initial consideration, US$2 million crystallised contingent consideration and a US$3.0 million net working capital and interest payment. A further US$10.0 million was paid to INA on 17 May 2023 following the extension of the Block 3/05 PSA. At completion Afentra Angola inherited an oil inventory of 207,868 barrels, which it sold in August together with its share of oil produced from Block 3/05 since completion of the INA Acquisitions. The sales price inclusive of the Brent premium was $88/bbl, generating pre-tax sales of US$26.4 million net to Afentra Angola; and

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• on 19 July 2023, that its wholly owned subsidiary, Afentra Angola, had signed the Azule Acquisition Agreement with Azule to purchase the Azule Block 3/05 Interest (of 12%) and the Azule Block 3/05A Interest (of up to 16%) for an initial consideration of US$48.5 million,

together with contingent payments of up to US$35 million. The Company announced on 9 November 2023 that the Government approval process for the Azule Acquisitions remains ongoing and that it was expected that this approval process and subsequent formal completion will take place later in Q4 2023. It is now expected that formal completion of the Azule Acquisitions will take place later in Q1 2024.

As outlined in the 2023 Admission Document, pursuant to Rule 14 of the AIM Rules, each of the Adjusted Sonangol Acquisitions and Azule Acquisitions is currently of a size or nature such that they individually constituted a reverse takeover when compared to the size or nature of the Group prior to completion of either of the transactions. Following completion of the Adjusted Sonangol Acquisitions and Admission of the Enlarged Group, the Azule Acquisitions will no longer constitute a reverse takeover pursuant to Rule 14 of the AIM Rules and will constitute a substantial transaction for the purposes of Rule 12 of the AIM Rules.

The proposed Adjusted Sonangol Acquisitions and Azule Acquisitions were approved by shareholders at a general meeting on 5 October 2023.

2. UPDATE ON ADJUSTED SONANGOL ACQUISITIONS

Two executive decrees confirming approval of the Adjusted Sonangol Acquisitions by the Minister of Mineral Resources were published in the Angolan Official Gazette (Diário da República) on

7 November 2023; the first of which (Executive Decree - 233/23) confirms the approval of the Block 23 interest and the second (Executive Decree - 234/23) confirms the approval in relation to the Block 3/05 interest being acquired pursuant to the Adjusted Sonangol Acquisitions.

Following execution of the requisite novation and assignment agreements by Afentra, Sonangol, ANPG and the other participating interest holders in Block 3/05 and in Block 23, the Adjusted Sonangol Acquisitions completed on 7 December 2023 and at completion Afentra Angola paid US$21.1 million of cash consideration being the initial cash consideration of US$56 million reduced by the impact of cashflow adjustments as of the transaction effective date of 20 April 2022. As a result of the Adjusted Sonangol Acquisitions, the Company will inherit crude oil stock with an approximate value of US$11.9 million at US$75/bbl (158,691 bbls).

3. UPDATED INFORMATION ON THE TARGET ASSETS

Following the submission of updated and improved fiscal terms in respect of the Block 3/05 PSA for the remainder of the extended term (the "Updated Fiscal Terms") in August 2023, the Updated

Fiscal Terms were formally approved following the publication in the Angolan Official Gazette (Diário da República) of Presidential Decree 190/23, of 4 October 2023, which approves several

amendments to the Block 3/05 PSA. As such, the Company requested ERCE to provide a summary of the valuations and hydrocarbon Reserves associated with the Adjusted Sonangol Acquisitions, the Azule Acquisitions and the INA Acquisitions (together the "Transactions"), under the Updated

Fiscal Terms. This is set out in the Competent Person's Report Addendum contained in Part 3 (Competent Person's Report Addendum) of this document. The Competent Person's Report Addendum should be read in conjunction with the CPR contained in Part 9 (Competent Person's Report) of the 2023 Admission Document.

The results presented in the Competent Person's Report Addendum are shown assuming that the Updated Fiscal Terms apply from 1 January 2024.

For the Combined Block 3/05 Interest (which also assumes completion of the Azule Acquisitions) as of 30 June 2023, the Company's net entitlement 2P Reserves increase from 21.1 MMstb under the previous Fiscal Terms to 22.8 MMstb for the Updated Fiscal Terms applied from 1 January 2024 (this estimate is derived from the Competent Person's Report Addendum). The corresponding net NPV, at a 10% discount rate for the Combined Block 3/05 Interest, increases from US $214.5 MM to US $254.9 MM under the Updated Fiscal Terms (this estimate is derived from the Competent Person's Report Addendum).

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