VAALCO Energy Canada ULC entered into a definitive arrangement agreement to acquire TransGlobe Energy Corporation (NasdaqCM:TGA) from Horizon Partners, Ltd. and others for approximately $320 million on July 13, 2022. Under the terms of the Arrangement Agreement, VAALCO will acquire each TransGlobe share for 0.6727 of a VAALCO share of common stock. The Transaction will result in VAALCO stockholders owning approximately 54.5% and TransGlobe shareholders owning approximately 45.5% of the Combined Company. The Combined Company will continue to be led by George Maxwell as Chief Executive Officer and Ron Bain as Chief Financial Officer, with the executive team of TransGlobe remaining with the business through a three to six month transition period. The Combined Company's Board of Directors will be proportionally comprised of VAALCO and TransGlobe non-executive directors, with Andrew L. Fawthrop as Chair, David Cook, Edward LaFehr, Tim Marchant, Fabrice Nze-Bekale, and Cathy Stubbs as non-executive directors and George Maxwell as a director and Chief Executive Officer. VAALCO will remain a Delaware corporation with its corporate headquarters situated in Houston, Texas. VAALCO's shares will continue be listed on the NYSE and are intended to be readmitted to trading on the Standard Segment of the LSE, both under the ticker symbol "EGY"; and VAALCO intends to apply for the cancellation of trading of TransGlobe's shares on AIM, and the delisting of TransGlobe's shares from the TSX and TransGlobe's shares will be delisted from the Nasdaq. The Arrangement Agreement provides for mutual termination fees of $9.15 million in the event the Transaction is terminated by either party in certain circumstances. Randy Neely, Edward Ok, and Geoff Probert from TransGlobe senior management will remain with us for a transition period.

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Alberta). The Transaction requires approval by at least 66 2/3% of the votes cast by the holders of TransGlobe shares present in person or represented by proxy at a special meeting of the holders of the TransGlobe shares to be called to consider the Transaction. The issuance of the VAALCO shares pursuant to the Transaction requires approval by the holders of a majority of shares of VAALCO common stock. Transaction is subject to approval of the Court of Queen's Bench of Alberta; approval for listing of the VAALCO shares to be issued on the applicable stock exchanges; Dissent Rights have not been exercised with respect to more than 10% of the issued and outstanding TransGlobe Shares and other customary closing conditions. The Boards of Directors of VAALCO and TransGlobe have unanimously approved the Transaction. Each of VAALCO's and TransGlobe's directors and certain members of the executive leadership team have entered into voting support agreements agreeing to vote their shares or stock in favor of the Transaction. As of August 8, 2022, VAALCO's Board has approved a share buy-back program of up to $30 million to be commenced promptly subject to completion of the transaction. The shareholders meetings of each of TransGlobe and VAALCO are scheduled on September 29, 2022. As of September 29, 2022, TransGlobe Energy postponed the Special Meeting to October 7, 2022. At its special meeting of the holders of common shares of TransGlobe, the TransGlobe Shareholders passed a special resolution approving the plan of arrangement. As of October 11, 2022, the Court of King's Bench of Alberta has approved the deal. The Transaction is expected to close in the second half of 2022. As of September 1, 2022, The transaction is expected to complete on October 3, 2022. As of October 11, 2022, the transaction is expected to close on or about October 13, 2022.

VAALCO has retained Callum Stewart and Deborah Truman, Callum Stewart, Ashton Clanfield, Jason Grossman and Simon Mensley of Stifel, Nicolaus & Company, Incorporated as financial advisor, and Kate Ball-Dodd, Rob Hamill, John R. Ablan, Ryan H. Ferris, Debra B. Hoffman, Andrew J. Noreuil, Bob Palmer, Scott P. Perlman, Remmelt Reigersman of Mayer Brown International LLP; Emmanuel Pressman and Alex Gorka of Osler, Hoskin & Harcourt LLP, Griffiths & Partners and Al Kamel Law Firm as legal counsel and due diligence providers. David Waring, Aditya Lohia and Andrew MacNiven of Evercore Partners International LLP acting as financial advisor, and Bill Maslechko and Lindsay Cox of Burnet, Duckworth & Palmer LLP; Adam M Givertz and Ian M. Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP; Bird & Bird LLP and Sharkawy & Sarhan are acting as legal counsel to TransGlobe. Henry Fitzgerald-O'Connor of Canaccord Genuity Limited is acting as nominated adviser and corporate broker to TransGlobe. Stifel, Nicolaus & Company, Incorporated acted as fairness opinion provider to VAALCO Board. Evercore Partners International LLP acted as fairness opinion provider to TransGlobe Board. D.F. King & Co., Inc. acted as proxy solicitor to TransGlobe. Computershare Trust Company, National Association acted as transfer agent and D.F. King & Co., Inc. acted as information agent with a service fee of $20,000 to VAALCO.

VAALCO Energy Canada ULC completed the acquisition of TransGlobe Energy Corporation (NasdaqCM:TGA) from Horizon Partners, Ltd. and others on October 13, 2022.