On June 24, 2024, Africa Oil Corp. announced that it reached an agreement with BTG Pactual Oil & Gas S.a.r.l. to consolidate their joint 50:50 ownership shareholdings in Prime Oil & Gas Coöperatief U.A.

Under the terms of the definitive agreement, to be implemented by way of a three-cornered amalgamation structure under Canadian corporate law, BTG Pactual Holding S.a.r.l., the entity which holds BTG Oil & Gas' interest in Prime, will amalgamate with a newly created subsidiary of Africa Oil. In turn, BTG Oil & Gas will receive newly issued common shares in Africa Oil, that will, based on the current outstanding share capital of Africa Oil, result in BTG Oil & Gas owning approximately 35 percent of the outstanding share capital of Africa Oil. The remaining approximately 65 percent of the enlarged Africa Oil (on a partially diluted basis) will continue to be held by existing Africa Oil securityholders.

Evercore is acting as exclusive financial advisor to Africa Oil in relation to the Proposed Reorganization. Bracewell (UK) LLP, Torys LLP, Gernandt & Danielsson Advokatbyrå, Loyens & Loeff N.V. and Banwo & Ighodalo are serving as legal counsel to Africa Oil. Stifel is Africa Oil's corporate broker.

BTG Oil & Gas is being advised by Herbert Smith Freehills LLP, Blake, Cassels & Graydon LLP, Templars and Baker & McKenzie LLP.

Completion of the transaction is targeted to occur during or before the third quarter of 2025, subject to certain closing conditions.