Early warning press release

LUXEMBOURG, March 8, 2018 /CNW/ - This press release is being disseminated by Stampede Natural Resources S.à r.l. ("Stampede"), as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues in relation to its beneficial ownership of common shares (the "Common Shares") of Africa Oil Corp. (the "Company") with its headquarters located at Suite 2000 - 885 West Georgia Street, Vancouver, BC V6C 3E8 according to its website.

On March 7, 2018, Helios Natural Resources 2 Limited ("Helios") was issued 13,946,545 Common Shares in exchange for all ordinary shares and warrants it owned in Impact Oil and Gas Limited, pursuant to the terms of a Share Purchase Agreement dated February 7, 2018 between the Company and Helios (the "Helios Acquisition"). Immediately following the completion of the Helios Acquisition, Stampede acquired the 13,946,545 Common Shares of the Company from Helios in exchange for the transfer of approximately 20.95% of the issued and outstanding shares of Stampede to Helios by the existing shareholders of Stampede pursuant to the terms of a Share Exchange Agreement dated March 7, 2018 between Helios, Stampede, Helios Investors III, L.P. and Stampede Co-Investment Partners, L.P. (the "Transaction").

Before the Transaction, Stampede owned 52,623,377 Common Shares, representing approximately 11.5% of the issued and outstanding Common Shares. The acquisition of the additional 13,946,545 Common Shares, represents an increase of approximately 2.6% of the issued and outstanding Common Shares. Immediately after closing of the Transaction, Stampede had beneficial ownership of 66,569,922 Common Shares, representing approximately 14.1% of the issued and outstanding Common Shares.

Pursuant to the terms of the Transaction, the 13,946,545 Common Shares were acquired by Stampede by way of a share exchange and assignments of intercompany loans at deemed price of CDN $1.63 per Common Share for a deemed aggregate value of CDN $22,732,868.35.

Stampede acquired the Common Shares for investment purposes and does not currently have the intention of exercising control or direction over the Company. Stampede will review its holdings from time to time and may continue to acquire and/or dispose of additional securities of the Company according to market conditions and other relevant factors in the future.  

Although Stampede has no present intention to acquire additional securities of the Company, it intends to review its investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Company, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Company owned by it in the open market, in privately negotiated transactions or otherwise, or (iii) to take any other available course of action, which could involve one or more of the types of corporate transactions involving the Company. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations and subject to any applicable restrictions on transfers. Notwithstanding anything contained herein, Stampede specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), Stampede currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Company's business and prospects; other developments concerning the Company and its businesses generally; other business opportunities available to Stampede and its affiliates; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Company.

Stampede, a company formed under the laws of Luxembourg, is an investment holding company and is engaged in holding, distributing or effecting any sale of securities held by it. The address of the principal business office of Stampede is 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg. 

An Early Warning Report reflecting the above-noted acquisition of Common Shares has now been filed, copies of which are available on SEDAR at www.sedar.com.

SOURCE Stampede Natural Resources S.à r.l.