Mr. Stephen Barley reports

AFRICAN ENERGY ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND DEBT SETTLEMENT

Further to its news release dated Oct. 23, 2024, African Energy Metals Inc. has closed its private placement and concurrent debt settlement transactions. The private placement was fully subscribed.

Private placement

The company has closed a non-brokered private placement of 10 million units at a price of five cents per unit for aggregate proceeds of $500,000. Each unit consists of one common share of the company and one share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one additional share at a price of 10 cents per warrant share at any time prior to 5 p.m. PT on Dec. 6, 2025.

The company plans to use the net proceeds from the offering for general working capital and to deal with certain liabilities that will ultimately assist in meeting working capital requirements for a future reactivation application.

The securities issued pursuant to the offering are subject to a statutory hold period of four months from the date of issuance, expiring April 7, 2025, in accordance with applicable securities laws. In addition, all securities are subject to additional hold periods, whereby 25 per cent of the securities shall be released four months plus one day from the closing date of the offering and the remaining 75 per cent of the securities shall be released in three tranches every four months thereafter.

Debt settlement

The company completed a shares-for-debt transaction by settling an aggregate of $60,000 of indebtedness owed to consultants, creditors and insiders through the issuance of one million shares to the creditors at a price of six cents per share.

The company believes that it was in the best interest of its shareholders to reduce the amount of accrued indebtedness to improve its financial position.

All securities issued pursuant to the debt settlement are subject to a four-month-and-one-day statutory hold period from the closing date, in accordance with applicable securities laws.

No new control person of the company was created pursuant to the offering or the debt settlement. The offering included the issuance of an aggregate of 2.4 million units to directors, officers and deemed insiders of the company for gross proceeds of $120,000, and the debt settlement included the issuance of 400,000 shares to a company controlled by a director and officer of the company, representing $24,000 in debt extinguishment. The issuance of such securities constituted related party transactions, within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders In Special Transactions, given the issuances were to directors, officers and an insider of the company. The company was exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the interested parties in the transactions in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the transactions nor the securities issued in connection therewith involving the interested parties exceeded 25 per cent of the company's market capitalization.

We seek Safe Harbor.