Meren Energy Inc. · TSX:MER
Meren Energy — Africa Oil — Merger or Acquisition (June 2024)
23 slides from Meren Energy's merger presentation, Jun 24, 2024
Slide 1: Consolidation of Prime within Africa Oil
CONSOLIDATION OF PRIME WITHIN AFRICA OIL INVESTOR PRESENTATION 24th June 2024 WWW.AFRICAOILCORP.COM
Slide 2: Presenters and Agenda
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. PRESENTERS AGENDA Roger Tucker Strategic Context President & CEO Transaction Summary Pascal Nicodeme Benefits for AOC Shareholders CFO Anticipated Timeline Oliver Quinn Q&A CCO Shahin Amini Head of IR & Communications SLI
Slide 3: Forward-Looking Statements
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. FORWARD-LOOKING STATEMENTS Notice to Investors: This presentation is being furnished by us in connection with the proposed amalgamation (the EBITDAX (non-IFRS measure): earnings before interest, taxes, depreciation & impa
Slide 4: Delivery of New AOC Strategy
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. DELIVERY OF NEW AOC STRATEGY Two farm downs materially de-risk AOC’s growth JUL 2023 SEP 2023 JAN 2024 MAR 2024 JUNE 2024 New President & Strategy approved Farm down of 2912 Farm down of Prime to be CEO appointed by Board
Slide 5: Proposed Consolidation of Prime within AOC
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. PROPOSED CONSOLIDATION OF PRIME WITHIN AOC • Consolidation by AOC of BTG’s (“BTG”) 50% stake in Prime Transaction • Prime to become subsidiary of AOC; earnings and reserves consolidated in AOC accounts • BTG to be issued
Slide 6: Immediate Value Creation for AOC Shareholders
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. IMMEDIATE VALUE CREATION FOR AOC SHAREHOLDERS Enlarged AOC Doubling Production and Reserves, New Shareholder Ownership More than Doubling Corporate FCF Distribution Policy 65% AOC Shareholders +100% +100% +100% >100% ~3x
Slide 7: Compelling Deal with Strong Strategic Benefits
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. COMPELLING DEAL WITH STRONG STRATEGIC BENEFITS Control of Prime’s cash Deeper exposure to Highly accretive to AOC’s flows and enhanced world-class assets reserves and production operating efficiency • 100% consolidation o
Slide 8: High Return, Low Risk Assets
Deeper Exposure to World-Class Assets Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. HIGH RETURN, LOW RISK ASSETS 3 of the Top 5 Fields in Nigeria by Production ~310k bopd Aggregate gross field production Operators Highly experienced World-class Production facility hu
Slide 9: Superior Profitability Metrics
Deeper Exposure to World-Class Assets Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. SUPERIOR PROFITABILITY METRICS EBITDA Scale Compared to the Peer Group (US$MM) 1,400 Premium Brent Pricing 1,200 FY’23 Average Sales Price 1,000 800 US$84.6/bbl Average Dated Brent: U
Slide 10: Accretive to Reserves and Baseline Production
Highly Accretive to AOC’s Reserves & Production Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. ACCRETIVE TO RESERVES AND BASELINE PRODUCTION 2024 W.I. Production Guidance(1)(2) (mboepd) W.I. Production Guidance: 16.5 - 19.5 mboepd High: 39 mboepd Increased exposure to
Slide 11: Control of Prime's Cash Flows, Enhanced Operating Efficiency
Control of AOC’s Cash Flows & Operating Efficiency Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. CONTROL OF PRIME’S CASH FLOWS, ENHANCED OPERATING EFFICIENCY AOC Today Pro Forma AOC 100% consolidation of Prime reserves, • Equity accounting for Prime as a JV productio
Slide 12: Well-Funded Cornerstone Shareholder
New Cornerstone Investor Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. WELL-FUNDED CORNERSTONE SHAREHOLDER Key BTG Investments in Energy(1) BTG and AOC have been partners in Prime since 2020. BTG provided AOC with the US$250MM bridge loan to buy its 50% stake in Prim
Slide 13: Balanced Growth Outlook
Enhanced Growth Platform Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. BALANCED GROWTH OUTLOOK Funded Organic Growth Platform for Inorganic Growth Nigeria Namibia 2024 achievements Preowei development Block 2913B • FID expected by YE’2024 • Fully carried Venus light
Slide 14: Focused Capital Allocation to Anchor Shareholder Returns
Shareholder Distribution Commitment Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. FOCUSED CAPITAL ALLOCATION TO ANCHOR SHAREHOLDER RETURNS Capital Allocation Priorities of Pro-Forma AOC Balance Sheet Strength Shareholder Returns Organic Growth Inorganic Growth • Mini
Slide 15: Steps to Completion
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. STEPS TO COMPLETION 24 June 2024 • Amalgamation and Investor Rights agreements signed September 2024 • Shareholder proxy documents filed with TSX and Nasdaq October 2024 • AOC shareholder meeting in October 2024 • Receipt
Slide 16: In Summary: Enhancing AOC's TSR Proposition
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. IN SUMMARY: ENHANCING AOC’S TSR PROPOSITION Deeper exposure to world-class assets Highly accretive to AOC’s reserves and production Control of Prime’s cash flows and enhanced operating efficiency New committed cornerstone
Slide 17: Q&A More Information
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. Q&A More Information: Shahin Amini Head of IR & Communications info@africaoilcorp.com Africaoilcorp.com SLIDE 17
Slide 18: Supplementary Information
A AfricaOil Corp. SUPPLEMENTARY INFORMATION
Slide 19: Reconstituting the Board for Our Next Phase of Growth
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. RECONSTITUTING THE BOARD FOR OUR NEXT PHASE OF GROWTH Proposed Board of Directors for Enlarged AOC 9 Person Board Non-Executive Chair President & CEO Huw Jenkins 6 +3 +2 Dr. Roger Tucker +2 CEO & Independent Directors(1)
Slide 20: Key Terms of BTG Investor Rights Agreement
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. KEY TERMS OF BTG INVESTOR RIGHTS AGREEMENT BTG board appointment rights set with reference to specific shareholding thresholds of BTG in pro-forma AOC BTG Board • 3 Board members if BTG’s shareholding is > 30% (including
Slide 21: Key Terms of BTG Investor Rights Agreement (Cont'd)
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. KEY TERMS OF BTG INVESTOR RIGHTS AGREEMENT (CONT’D) BTG has agreed to give the pro-forma AOC group a first look at equity investments in BTG Non-Compete upstream oil and gas assets and companies it considers in Africa, wh
Slide 22: Robust Pro-Forma Balance Sheet Underpins Returns
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. ROBUST PRO-FORMA BALANCE SHEET UNDERPINS RETURNS Pro-Forma 2023 YE Net Debt (US$MM) PF 2023 Net Debt / EBITDA 0.4x 365 750 (232) (152) AOC YE Cash Prime YE Cash Prime YE Debt PF AOC Net Debt 2023 YE Net Debt / EBITDA Comp
Slide 23: Consolidation Advances Our Stated Strategic Agenda
Consolidation of Prime - Investor Presentation | 24 June 2024 Africa Oil Corp. CONSOLIDATION ADVANCES OUR STATED STRATEGIC AGENDA Consolidation fits with stated AOC objective Growth through focused exposure to world-class assets Target sustainable shareholder capital returns Partner with tier-1 oper