Schedule One - Afentra plc

Source: 11/15/2023, Location: Africa

Afentra, formerly Sterling Energy plc, 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. 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.

The Company is in the process of acquiring the following non-operating interests in assets located offshore Angola:

· 14% interest in Block 3/05 and a 40% interest in Block 23 offshore Angola from Sonangol Pesquisa e Produção S.A. ("Sonangol") for an aggregate consideration, including maximum deferred consideration, of approximately US$91.0 million (the "Sonangol Acquisition"); and

· a further 12% interest in Block 3/05 and a 12% (and potentially up to 16%) interest in Block 3/05A offshore Angola from Azule Energy Angola Production B.V. for an aggregate consideration, including maximum deferred consideration, of approximately US$84.5 million (the "Azule Acquisition").

Pursuant to Rule 14 of the AIM Rules for Companies, the Sonangol Acquisition constitutes a reverse takeover and therefore admission is being sought as a result of such reverse take-over. Admission is not contingent on completion of the Azule Acquisition.

Afentra also has an interest in a high potential exploration project, onshore southwestern Somaliland. The Odewayne Block covers a very large area (circa 22,000km²), located adjacent to the border with Ethiopia. The PSA covers block SL6 and part of blocks SL7 and SL10.

Number of ordinary shares of £0.1 each ("Ordinary Shares") for which Admission is being sought: 220,053,520

There are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares are or will be held in treasury on Admission.

No capital to be raised on Admission
Anticipated Market Capitalisation on Admission: Approx. £65 million (based on the closing price of existing Ordinary Shares admitted to AIM of GBX 29.50 on 9 November 2023.

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