AFRICA ENERGY CORP. Suite 2000, 885 West Georgia Street Vancouver, British Columbia V6C 3E8 Tel: (604) 689-7842 Fax: (604) 689-4250 NON-OFFERING COMPANY DESCRIPTION April 27, 2018 TABLE OF CONTENTS IMPORTANT INFORMATION TO INVESTORS ....................................................................................................................................... 1 RISK FACTORS ............................................................................................................................................................................. 5 BACKGROUND AND REASONS ....................................................................................................................................................... 15 INFORMATION ABOUT THE SECURITY TO BE LISTED ........................................................................................................................... 17 INDUSTRY OVERVIEW ................................................................................................................................................................. 19 BUSINESS OVERVIEW .................................................................................................................................................................. 28 SELECTED FINANCIAL INFORMATION .............................................................................................................................................. 42 COMMENTS TO THE FINANCIAL INFORMATION ................................................................................................................................ 47 CAPITALISATION, INDEBTEDNESS AND OTHER FINANCIAL INFORMATION .............................................................................................. 51 BOARD OF DIRECTORS, MANAGEMENT AND AUDITOR....................................................................................................................... 55 CORPORATE GOVERNANCE .......................................................................................................................................................... 61 SUMMARY OF SHAREHOLDER’S RIGHTS .......................................................................................................................................... 65 SHARES, SHARE CAPITAL AND OWNERSHIP STRUCTURE ..................................................................................................................... 80 LEGAL AND SUPPLEMENTARY INFORMATION ................................................................................................................................... 83 ARTICLES OF ASSOCIATION .......................................................................................................................................................... 86 TAX MATTERS ......................................................................................................................................................................... 115 GLOSSARY OF TERMS ................................................................................................................................................................ 120 ADDRESSES............................................................................................................................................................................. 121 SCHEDULE A ........................................................................................................................................................................... 122 SCHEDULE B ........................................................................................................................................................................... 127 Financial calendar Quarter Period Ending Reporting date Annual December 31, 2017 February 28, 2018 Q1 March 31, 2018 May 11, 2018 Q2 June 30, 2018 August 14, 2018 Q3 September 30, 2018 November 8, 2018 Annual general meeting Thursday, July 5, 2018, 09:00 am Suite 2000 – 885 West Georgia Street, Vancouver, British Columbia, Canada IMPORTANT INFORMATION TO INVESTORS This company description (the “Company Description”) has been prepared solely on a “for information purposes” basis in connection with the application of Africa Energy Corp. for the listing of its common shares (the “Shares”) on Nasdaq First North Stockholm (“First North”). References to “Africa Energy”, “Africa Energy Corp.”, or the “Company”, “us”, “our” or “we” in this Company Description refers to Africa Energy Corp. (incorporation number C0920635) and its subsidiaries. References to “Pareto Securities” or the “Manager” refer to Pareto Securities AB. This Company Description is not a prospectus for the purpose of the Prospectus Directive (2003/71/EC) and the Company Description may not be distributed other than in compliance with applicable securities laws and regulations. A prospectus relating to the Company or any contemplated investment has not been and will not be registered under any law or regulation, including the Swedish Financial Instruments Trading Act (1991:980). No person has been authorized to give any information or to make any representation not contained in this Company Description and, if given or made, such information or representation not contained herein must not be relied upon as having been authorized by the Company. In the event of any material changes to the Company Description during the period from the date of the announcement to the first day of trading of the Shares, such changes will be announced pursuant to Nasdaq First North’s rules. This Company Description does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The Company Description may not be distributed, directly or indirectly, in any other country where such distribution requires additional registration or other measures than those provided for under Swedish law or that contravene applicable regulations in such country. The Shares have not been and will not be registered under the United States Securities Act of 1933 (”Securities Act”), as amended, or under any equivalent statute in any individual state or province of the United States of America (the “U.S.”). An investment in the Shares is subject to certain risks that should be considered by investors. In particular, the Company’s business is subject to the risks normally encountered by a company in the oil and gas exploration, production and infrastructure business. See “Risk Factors”. Information about Nasdaq First North Nasdaq First North is an alternative marketplace operated by an exchange within the Nasdaq group. Companies on Nasdaq First North are not subject to the same rules as companies on the regulated main market. Instead, they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a company on Nasdaq First North may therefore be higher than investing in a company on the main market. All companies with shares traded on Nasdaq First North have a Certified Adviser who monitors that the rules are followed. The Exchange approves the application for admission to trading. Pareto Securities acts as the Company’s Certified Adviser on Nasdaq First North. Industry and market information The Company Description includes industry and market information pertaining to the Company’s business and the market in which the Company operates. If not stated otherwise, such information is based on the Company’s analysis of different sources. Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of industry and market data contained in the Company Description that were extracted or derived from such industry publications or reports. Industry and market data are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such information is based on market research, which itself is based on a sampling of and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in 1 the relevant market. Information provided by third parties has been accurately reproduced and, as far as the Company is aware and has been able to ascertain by comparison with other information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Presentation of financial information Figures accounted for in the Company Description have, in some cases, been rounded off and, thus, the figures in the Company Description do not necessarily sum up. If not otherwise stated, all financial amounts are stated in United States dollar (“USD” or “$”). If not otherwise explicitly stated, no financial information in the Company Description has been audited or reviewed by the Company’s auditor. Financial information in the Company Description pertaining to the Company not included in the audited information or reviewed by the Company’s auditor in accordance with what is stated here, pertains from the Company’s internal management accounting