Africa Oil Corp. was incorporated under the Company Act (British Columbia) on March 29, 1983 under the name "Canmex Minerals Corporation" with an authorized capital of 100,000,000 common shares. On July 2, 1999 the issued and outstanding shares of the Company were consolidated on a one-for-five basis and the authorized capital was increased, post-consolidation to 100,000,000 common shares. On August 20, 2007 the Company changed its name to Africa Oil Corp. On June 19, 2009 the shareholders of AOC, passed a special resolution increasing the Company's authorized share capital to an unlimited number of common shares.
Effective July 21, 2009, the Company completed the Turkana Plan of Arrangement, following which Turkana became a wholly-owned subsidiary of the Company.
In February 2010, the Company entered into the Platform Assignment Agreement pursuant to which the Company acquired Platform's 100% interest in Blocks 12A and 13T in Kenya. The acquisition, which was subject to requisite government and regulatory approvals, was completed on September 9, 2010. At that time, the Company issued 2,500,000 common shares of the Company and 1,500,000 share purchase warrants to Platform in consideration of the acquisition.
On August 12, 2010 the Company entered into the Red Emperor Farmout Agreement pursuant to which Red Emperor could earn up to a 20% participating interest in the Dharoor and Nugaal Valley Blocks in Puntland (Somalia), subject to certain conditions precedent, including ministerial approval
On June 14, 2010 the Company entered into the Agriterra Farmout Agreement to acquire an 80% participating interest and operatorship of the South Omo Block in Ethiopia.
On September 1, 2010 the Company entered into the Tullow Farmout Agreement pursuant to which Tullow acquired a 50% interest in, and operatorship of, Blocks 10BB and 10A in Kenya and of the South Omo Block in Ethiopia. Additionally, Tullow was granted, and subsequently exercised, an option to acquire 50% of the Company's interest in, and operatorship of, Blocks 12A and 13T, Kenya. To facilitate the Tullow Farmout Agreements, Africa Oil amended the Lion Energy Farmout Agreement to reduce Lion Energy's interest in Block 10BB to 10% (originally 20%) and to relinquish its interest in Block 10A (originally 25%).
The common shares of the Company commenced trading on the First North list of the NASDAQ OMX Stock Exchange in Sweden, on September 30, 2010. The Company engaged Pareto Ohman (formerly E. Ohman J:or Fondkommission AB) as its financial advisor in connection with the listing and as its certified advisor.
On November 29, 2010 the Company entered into the Centric Arrangement Agreement to effect a business combination of the two companies pursuant to a plan of arrangement. Under the terms of the Centric Arrangement Agreement, the Company acquired all of the issued and outstanding shares of Centric in consideration for 0.3077 Africa Oil shares and $0.0001 for each common share of Centric.
On December 9, 2010 the Company signed an agreement with the Government of Ethiopia to jointly study the Rift Valley Block. The Joint Study Agreement had an 18 month term, following which the Company would have the exclusive right to enter into negotiations for a production sharing agreement for all or part of the Rift Valley Block. The Company also closed the Ethiopian (South Omo) portion of the Tullow Farmout Agreement on December 9 and entered into the 12A/13T Farmout Agreement.
Effective December 31, 2010, Africa Oil and its joint venture partner, Lion Energy, entered into the First Additional Exploration Phase under the Block 9 PSC in Kenya. As a result of the withdrawal of its two other joint venture partners, Africa Oil held a 66.7% working interest in the PSC (Lion Energy held the remaining 33.3%) and was approved by the government as Operator of Block 9.
On January 17, 2011 the Company, together with Range and Lion Energy entered into amending agreements with the Government of Puntland, represented by the Puntland Petroleum and Mineral Agency, in respect of the Dharoor Valley and Nugaal Valley PSAs. Under the PSAs, as amended, the expiry of the First Exploration Period was extended from January 2011 to January 2012 and then further extended to October 2012. In January 2011, the Company completed the Red Emperor Farmout Agreement following receipt of ministerial approval.
On January 26, 2011 the Company completed the Tullow farmouts in respect of Blocks 10BB and 10A, Kenya, and closed the amended farmout arrangements with Lion Energy, contemplated under the Lion Energy Farmout Amendment. As a result, the Company paid Lion Energy $2.5 million and issued to Lion Energy a total of 2,500,000 common shares of the Company.
On February 22, 2011, following receipt of government approvals, the Company closed on the 12A/13T Farmout Agreement at which time Tullow paid the Company an aggregate of $1,686,432.
On February 23, 2011, the Company completed the Centric Arrangement Agreement. As a result of the business combination with Centric, the Company acquired a 50% working interest in Block 10BA in Kenya and a 25% interest in two exploration licenses (Blocks 7 and 11) in the Republic of Mali. The Company issued 30,155,524 common shares to the shareholders of Centric (based on an exchange ratio of 0.3077 Africa Oil share and $0.0001 for each one Centric share).
On March 23, 2011, the Company entered into the Red Emperor Farmout Amendment amending certain terms of the Red Emperor Farmout Agreement.
On June 20, 2011 Africa Oil completed the acquisition of all of the issued and outstanding common shares of Lion Energy Corp. (LEO-TSXV; "Lion"), a publicly traded oil and gas company listed on the TSX Venture Exchange. Pursuant to an acquisition agreement, Africa Oil acquired all of the issued and outstanding shares of Lion in consideration of 0.2 Africa Oil shares for each common share of Lion. Under these terms, Africa Oil issued 17,462,447 common shares to complete the acquisition.
In July 2011, the Dharoor Valley and Nugaal Valley PSCs were further amended requiring execution of a drilling contract by July 31, 2011, drilling operations to commence on the first well by November 15, 2011 and drilling operations to commence on a second well by January 17, 2012. The Company agreed to relinquish 15,627km2 (gross) of the Nugaal Valley Exploration Area, perform a surface geochemistry survey in the Nugaal Valley Exploration Area, and pay the Puntland State of Somalia $1,000,000 in infrastructure and development support fees.
On September 20, 2011, the Company completed a share exchange transaction with Denovo Capital Corp. whereby Denovo acquired all of the issued and outstanding shares of Canmex I, a wholly owned subsidiary of the Company in consideration for 27,777,778 (post-consolidation) shares of Denovo. Canmex I held the Company's 60% interest in the Dharoor Valley and Nugaal Valley PSCs. Prior to closing, Denovo effected a consolidation of its share capital on a basis of 0.65 new shares for each old share, and changed its name to "Horn Petroleum Corporation".
Subsequent to the Horn Transaction, the Company owned 51.4% of the outstanding shares of Horn. As well, a management services arrangement has been agreed between Horn and the Company in which the management of the Company is responsible for the operating decisions of Horn. As such, the Company is deemed to control Horn.
On November 8, 2011, the Ministry of Mines in Ethiopia approved the Company and its partners' entry into the next exploration period on the Adigala Block with amended minimum work commitments. Under the Production Sharing Agreement which expires in July 2013, the Company and its partners are obligated to complete certain geological and geophysical operations with a minimum gross expenditure of $2.1 million.
During 2011, the Company relinquished Blocks 2/6 and the Ministry of Mines in Ethiopia agreed to waive remaining commitments. The Company paid $2.135 million to the Ministry of Mines in Ethiopia, in lieu of unfulfilled commitments with respect to Blocks 2/6.
In February 2012, the Company, together with its partners, entered into amending agreements with the Government of Puntland, represented by the Puntland Petroleum and Mineral Agency, in respect of the Dharoor Valley and Nugaal Valley PSAs. Under the PSAs, as amended, the First Exploration Period expiry date was further extended by the Puntland Government to October 17, 2012 in order to provide sufficient time to evaluate drilling results. In October 2012, the Company and its partners entered into the next exploration period in both the Dharoor Valley and Nugall Valley PSAs which each carry a commitment to drill one exploration well in each block by October 2015.
In July 2012, the Company completed a farmout transaction with Tullow. In accordance with the farmout agreement (the "2012 Tullow Farmout Agreement"), Tullow paid the Company $1.1 million in consideration of past exploration expenditures to acquire an additional 15% interest in Block 12A in Kenya. Tullow will also fund 15% of the Company's working interest share of expenditures related to the acquisition of 520 Kilometers of 2D seismic until an expenditure cap of $10.3 million on a gross basis, following which the Company will be responsible for its working interest share of seismic acquisition costs. Tullow previously acquired a 50% interest in, and operatorship of, Block 12A in a transaction that was completed in February 2011.
In October 2012, the Company completed a farmout transaction with Marathon whereby Marathon acquired a 50% interest in Block 9 and a 15% interest in Block 12A, both in Kenya. In accordance with the farmout agreement, Marathon paid the company $32.0 million in consideration of past exploration expenditures, and has agreed to fund the Company's working interest share of future joint venture expenditures on these blocks to a maximum of $25 million. The Company will maintain operatorship in Block 9, but Marathon has the right to assume operatorship if a commercial discovery is made. In addition, the Company and Marathon have agreed to jointly pursue exploration activities on an additional area in Ethiopia. In consideration for the assignment of these interests, Marathon will pay the Company an entry payment of $3.0 million which includes prior expenditures, and has agreed to fund the Company's working interest share of future joint venture expenditures up to a maximum of $18.5 million.
In October 2012, the Company completed a farmout transaction with New Age whereby New Age acquired an additional 25% interest in the Company's Blocks 7 & 8 in Ethiopia, together with operatorship of Blocks 7 & 8 and the Adigala Area. In accordance with the farmout agreement, New Age paid the Company $1.5 million in consideration of past exploration expenditures.
In December 2012, the Company completed a private placement in two tranches issuing an aggregate of 30 million common shares of the Company at a price of CAD$7.75 per share for gross proceeds of CAD$232.5 million. The common shares issued pursuant to the closing of the first tranche of the private placement on December 7, 2012 were subject to a hold period that expired on April 8, 2013. The shares issued pursuant to the closing of the second tranche of the private placement today were subject to a hold period that expired on April 14, 2013. A 4% finder's fee was paid on a portion of the private placement.
In February 2013, the Company entered into a PSA on the Rift Basin Area in Ethiopia with the Ministry of Mines, Government of Ethiopia. Under the Rift Basin Area PSA, during the initial exploration period which expires in February 2016, the Company is obligated to complete geological and geophysical operations (including the acquisition of 8,000 square kilometers of full tensor gravity and 400 kilometers of 2D seismic) with a minimum gross expenditure of $5.0 million.
On June 3, 2013, the shareholders of AOC passed a special resolution authorization an alteration of the Company's articles to include advance notice provisions for the nomination of directors.
During October 2013, the Company completed a brokered private placement issuing an aggregate of 56,505,217 common shares at a price of 51.75 Swedish Kronas ("SEK") per common share for net proceeds of $440 million. The common shares were placed through a syndicate comprising of Citigroup Global Markets Limited, Dundee Securities Europe LLP and Pareto Securities AS, who together acted as joint bookrunners (the "Joint Bookrunners"). A cash commission equal to 3% of the gross proceeds was paid to the Joint Bookrunners.
As of the market open on Tuesday, May 6, 2014, the Company's common shares commenced trading on the TSX. The Company's trading symbol and CUSIP remained the same.
On June 26, 2014 the Company announced that it has obtained approval of a secondary listing of its shares on NASDAQ OMX Stockholm. The shares commenced trading on the Main Market on July 1, 2014 under the symbol "AOI". The last day of trading of the Company's shares on NASDAQ OMX First North was June 30, 2014. The Company's common shares will continue to trade on the Toronto Stock Exchange under the symbol "AOI".
On February 23, 2015 the Company announced that it has closed a US$125,000,000 brokered private placement, previously announced on February 13, 2015. An aggregate of 57,020,270 common shares, issued at a price of SEK 18.50 (Cdn $2.74(1) equivalent) per share for gross proceeds of SEK 1,054,874,995, or US $125,000,000 equivalent.
On May 29, 2015 the Company announced that it has closed the US$100,000,000 non-brokered private placement previously announced May 1, 2015. Pursuant to an Investment Agreement dated May 1, 2015, 52,623,377 common shares, issued at a price of CAD $2.31 per share for gross proceeds of CAD $121,560,000 (US $100 million1) have been released to Stampede Natural Resources S.à r.l. ("Stampede"), an entity owned by a fund advised by Helios Investment Partners LLP ("Helios"). Stampede now holds approximately 12.37% of the issued and outstanding common shares of the Company. With the increase of 52,623,377 new common shares of the Company, the total number of issued and outstanding common shares of the Company is, as at the date hereof, 425,248,026 common shares with voting rights.
Also pursuant to the Investment Agreement, Andrew Bartlett, Oil and Gas Partner at Helios, has been appointed as Helios' nominee to the Africa Oil board of directors. Stampede has also been granted certain rights, including the right to participate for its pro-rata share in future financings.
On August 31, 2015 the Company announced that it has closed the US$50,000,000 non-brokered private placement previously announced on August 18, 2015. Pursuant to an Equity Subscription Agreement dated August 18, 2015, 31,169,048 common shares, issued at a price of CAD $2.10 per share for gross proceeds of CAD $65,455,000 (US $50 million(1)) have been released to International Finance Corporation ("IFC") a member of the World Bank Group. IFC now holds approximately 6.83% of the issued and outstanding common shares of the Company. With the issuance of 31,169,048 new common shares of the Company, the total number of issued and outstanding shares of the Company is, at the date hereof, 456,417,074 common shares with voting rights.
Africa Oil's registered and records office is located at Suite 2600 Oceanic Plaza, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1. The Company's corporate office is located at 2000 - 885 West Georgia Street, Vancouver, B.C. V6C 3E8. The Company also has an office located at 1750, 300 -- 5th Avenue SW, Calgary, AB, Canada T2P 3C4. Africa Oil is a reporting issuer under the Securities Act (British Columbia) and the Securities Act (Alberta).