Africa Energy has disclosed that, following the signing of non-binding agreements previously announced on December 20, 2024, the Company, Arostyle Investments (RF) Proprietary Ltd., and Main Street 1549 Proprietary Ltd. have now executed definitive binding agreements to restructure the Company’s and Arostyle’s investment in Main Street.

Main Street currently has a direct 10% participating interest in Block 11B/12B offshore South Africa. In light of the withdrawal of the remaining joint venture partners as announced July 29, 2024, and subject to all relevant regulatory approvals, Main Street is entitled to become the holder of 100% of the participating interests in Block 11B/12B. The Company, through wholly-owned subsidiaries, owns 49% of the ordinary shares and 100% of the class B shares in Main Street. The remaining 51% of the ordinary shares of Main Street are held by Arostyle.

Under the Agreements, the Parties will restructure their interests in Main Street and the participating interests in Block 11B/12B. The restructuring will result in the Company owning 100% of the ordinary shares and 100% of the Class B shares of Main Street.

In addition, all loan claims between the Parties will be settled in full. Finally, the 90% participating interest in Block 11B/12B to be assigned by the Withdrawing Parties will be assigned 65% to Main Street and 25% to Arostyle, resulting in the Company (through Main Street) holding a 75% participating interest in Block 11B/12B with Arostyle holding the remaining 25%.

The Agreements are subject to all relevant regulatory approvals being obtained and remain subject to the fulfilment of certain conditions, including the finalization of the assignment agreements between the Parties and the Withdrawing Parties, which will require regulatory transfer approval under section 11 of the Mineral Petroleum Development Resources Act, 2002. Satisfaction of the conditions of the Agreements is subject to a long stop date of September 30, 2026.