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Notice of Annual General and Special Meeting and Management Information Circular

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Management Information Circular
Voting Procedures if Your Shares Trade on the TSX
Voting Procedures if Your Shares Trade on the Nasdaq Stockholm Exchange
Business of the Meeting
Receive Financial Statements and Auditor's Report
Appoint Auditors and Authorize Directors to Fix Remuneration
Advisory Vote on Executive Compensation (Say on Pay)
Elect Six (7) Directors
Corporate Governance
How Africa Oil Selects its Board Members
Independence
Orientation and Continuing Education
Mandate of the Board
Board Committees
Chair of the Board and Chief Executive Officer Roles
Board Assessments
Ethical Business Conduct
Compensation Discussion & Analysis
Directors' Compensation
Executive Compensation
Compensation Discussion & Analysis
Performance Graph
Executive Compensation - Summary Compensation Table
Termination and Change of Control Benefits

Appendix A – Board of Directors' Mandate Appendix B – Summary of Equity Plan Terms

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Notice of the Annual General and Special Meeting of Shareholders

Africa Oil Corp. ("Africa Oil" or the "Company") invites you to attend its Annual General and Special Meeting of shareholders (the "Meeting").

Date and Time: Location:

Tuesday, April 21, 2020 9:00 am (Pacific Time) Suite 2000, 885 West Georgia Street Vancouver, BC, V6C 3E8

The purpose of the Meeting is as follows:

1. To receive the consolidated audited financial statements and accompanying management discussion and analysis of the Company for the year ended December 31, 2019, together with the report of the auditors;
1. To appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the next Annual General Meeting, at a remuneration to be fixed by the directors of the Company;
1. To consider and, if deemed advisable, to approve an advisory resolution to accept the Company's approach to executive compensation; and
1. To elect directors to hold office for the ensuing year.

Accompanying this Notice of Meeting are: (i) a Management Information Circular (the "Circular"); (ii) a proxy form or voting instruction form; and (iii) a financial statements request form. Africa Oil's financial statements are also available on the Company's website at www.africaoilcorp.com, or under the Company's profile on SEDAR at www.sedar.com.

If you are unable to attend the Meeting in person, please vote using the proxy form or voting instruction form accompanying this Circular and return it according to the instructions provided before 9:00 a.m. (Pacific time) on April 17, 2020.

DATED at Vancouver, British Columbia the 25th day of March 2020.

Yours Truly, (Signed) "Keith C. Hill"

Keith Hill President and Chief Executive Officer

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___________________________________________________________________________ ___________________________________________________________________________

MANAGEMENT INFORMATION CIRCULAR ___________________________________________________________________________

About Africa Oil

Africa Oil Corp. ("Africa Oil" or the "Company") is a Canadian oil and gas exploration company with producing and development assets in deep-water offshore Nigeria, and development assets in Kenya. The Company also has exposure to exploration plays in Guyana and in Africa amongst others as a result of its equity interests in Africa Energy Corp., Eco (Atlantic) Oil & Gas Ltd. and Impact Oil and Gas Limited.

General

Africa Oil's Annual General and Special Meeting of shareholders (the "Meeting") will be held on Tuesday, April 21, 2020 at 9:00 am (Pacific Time), at Suite 2000, 885 West Georgia Street, Vancouver, BC, V6C 3E8. This Management Information Circular ("Circular"), provides the Company's shareholders with important information about the Meeting, the business of the Meeting, and how you can participate and vote.

Financial Information

Africa Oil's functional and reporting currency is the United States dollar. All currency amounts in this Circular are expressed in United States dollars, unless otherwise indicated.

Voting Procedures if Your Shares Trade on the TSX

The Company's Management team is soliciting your proxy for the Meeting at Africa Oil's expense. The Company will solicit proxies either by mail to your address, personally or by telephone by the directors, officers and employees of the Company. As a shareholder who held shares in the Company on March 17, 2020 ("Record Date"), you are entitled to attend the Meeting and vote your shares in person or vote your shares by proxy.

The individuals named in the accompanying form of proxy are directors or officers of the Company who will vote your shares for you, unless you appoint someone else to be your proxyholder. You are entitled to appoint someone else or a company to be your proxyholder. If you appoint another person or company, they must be present at the Meeting to vote your shares on your behalf.

If you return your proxy form and do not indicate how you want to vote your shares, your vote will be cast in favour of:

1. Appointing PricewaterhouseCoopers LLP as auditors of the Company and authorizing the directors of the Company to fix their remuneration;
1. Approving an advisory resolution to accept the Company's approach to executive compensation; and
1. Electing as a director each person nominated by Africa Oil.

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Voting as a Registered Shareholder

In Person

By Mail

On the

By Telephone

You are a registered shareholder of the Company if your shares are registered in your name and you have a share certificate. You can choose to vote your common shares in the following manner:

Although we hope to see you at the Meeting, the situation regarding the wide-spread COVID-19 virus is continuing to evolve. The Company is monitoring the situation and will take actions necessary to put the health and safety of our personnel and shareholders first. In the event that the we do make a decision that influences your attendance at the Meeting, we will inform shareholders via a news release in advance of the Meeting.

If you vote your common shares by proxy by mail, completed forms of proxies must be delivered to the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), at Proxy Department, at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, in the envelope provided for that purpose.

For telephone voting call 1-866-732-VOTE (8683) (toll free in Canada and the United States) from a touch-tone telephone and follow the voting instructions. International holders wishing to vote by telephone can dial 1-312-588-4290 to place their vote. You will need your 15-digit control number which is noted on your proxy form. If you vote by telephone, you cannot appoint anyone other than the appointees

named on the proxy form as your proxyholder.

Internet For internet voting, go to www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number which is noted on your proxy form.

Duly completed forms of proxy must be received, or a vote using the telephone or over the Internet must be completed, by no later than 9:00 a.m. (Pacific time) on April 17, 2020. If you are a beneficial shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided by your broker or other intermediary contained in the voting instruction form ("VIF").

If you have any questions concerning the voting of your common shares, please contact Computershare at:

Mail: Computershare Investor Services

100 University Avenue, 8th Floor

Toronto, ON M5J 2Y1

Telephone: 1-800-564-6253

Changing Your Vote/Revocation of Proxies

A registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by his attorney authorized in writing or, if the registered shareholder is a Company, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of the Company, at 666 Burrard St #2500, Vancouver, BC V6C 2X8 at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the Corporate Secretary of the Company or the chair of the Meeting prior to the time of voting at the Meeting. Only registered shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf.

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Voting as a Non-Registered Shareholder

Shareholders who hold their securities through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their securities in their own name (referred to in this Circular as "Beneficial Shareholders") should note that only proxies deposited by shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered holders of voting securities will be recognized and acted upon at the Meeting. If voting securities are listed in an account statement provided to a Beneficial Shareholder by a broker, those voting securities will, in all likelihood, not be registered in the shareholder's name. Such voting securities more likely will be registered under the name of the shareholder's broker or an agent of that broker. Each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their voting securities are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered shareholders by the Company and is commonly referred to as a "voting instruction form". However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada (formerly, ADP Investor Communications, Canada) ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails such forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote their securities directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of securities must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the securities voted. If you have any questions respecting the voting of securities held through a broker or other intermediary, please contact that broker or other intermediary promptly for assistance. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting securities registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the securities in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their securities as proxyholder for the registered shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

Voting Procedures if Your Shares Trade on the Nasdaq Stockholm Exchange

The information set forth in this section is of significance to shareholders who hold their securities ("Euroclear Registered Securities") through Euroclear Sweden AB, which securities trade on Nasdaq Stockholm. Shareholders who hold Euroclear Registered Securities are not registered holders of voting securities for the purposes of voting at the Meeting. Instead, Euroclear Registered Securities are registered under CDS & Co., the registration name of the Canadian Depositary for Securities. Holders of Euroclear Registered Securities will receive a VIF by mail directly from Computershare AB ("Computershare Sweden"). Additional copies of the VIF, together with the Company's Circular, can also be obtained from Computershare Sweden and are available on the Company's website (www.africaoilcorp.com). The VIF cannot be used to vote securities directly at the Meeting. Instead, the VIF must be completed and returned to Computershare Sweden, strictly in accordance with the instructions and deadlines that will be described in the instructions provided with the VIF.

If you have any questions concerning how to complete the VIF or respecting the voting of Euroclear Registered Securities, please contact Computershare Sweden at:

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Mail: Computershare AB

"General Meeting of Africa Oil Corp."

PO Box 610

SE – 182 16 Danderyd

Sweden

Telephone: +46 (0) 77 24 64 00 E-mail: [email protected]

Voting Securities

The Company is authorized to issue an unlimited number of common shares of which 471,949,806 common shares are issued and outstanding as at the Record Date. Each common share is entitled to one vote.

To the knowledge of the directors and executive officers of the Company, Stampede Natural Resources S.a.r.l. beneficially owns or exercises control or direction over, directly or indirectly, 10% or more of the issued and outstanding common shares of the Company. As at the Record Date, Stampede Natural Resources S.a.r.l. held 66,569,922 shares in the Company, representing 14.11% of the Company's issued and outstanding shares.

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___________________________________________________________________________ ___________________________________________________________________________

BUSINESS OF THE ANNUAL GENERAL MEETING ___________________________________________________________________________

1. Receive Financial Statements and Auditor's Report

The Company's consolidated financial statementsfor the year ended December 31, 2019 ("Financial Statements"), the accompanying management discussion and analysis for the year ended December 31, 2019 ("MD&A"), and the report of the auditors will be placed before the Meeting. Copies of the Financial Statements, the MD&A, and the auditors' report have been mailed to all registered shareholders and non-registered shareholders (or beneficial shareholders) who have opted to receive such materials. These documents can also be found on the Company's website at www.africaoilcorp.com and are also available on SEDAR at www.sedar.com.

BE IT RESOLVED that the consolidated audited financial statements of the Company for the year ended December 31, 2019 together with the report of the auditors thereon as presented, be received.

2. Appoint Auditors and Authorize Directors to Fix Remuneration

PricewaterhouseCoopers LLP Chartered Accountants ("PwC") has been the Company's auditors since October 8, 2008. The Company's Board of Directors (the "Board") recommends the re-appointment of PwC as auditors of the Company to hold office until the termination of the next annual meeting of shareholders. It is also proposed that the remuneration to be paid to PwC be as determined by the Board.

BE IT RESOLVED that PwC be appointed auditors of the Company to hold office until the close of the next annual meeting of shareholders, or until their successors are appointed, at a remuneration to be fixed by the directors.

Unless otherwise instructed, the named proxyholders will vote FOR the appointment of PwC, as auditors of the Company until the next annual general meeting of shareholders, and to authorize the directors to fix the remuneration of the auditors.

3. Advisory Vote on Executive Compensation (Say on Pay)

The Company voluntarily holds an advisory vote on executive compensation on an annual basis in order to enhance its dialogue with shareholders with respect to its compensation programs. The Company is not proposing any modifications to its existing executive or director compensation programs. We hope our shareholders will carefully review the details of our compensation program to understand how these programs are aligned with our pay-for-performance philosophy and continue to support the Company by once again voting in favour of the Say On Pay resolution.

At last year's annual general meeting of shareholders, the Company's shareholders offered their support by voting 84.67% in favour of the advisory resolution to accept the Company's approach to executive compensation.

Accordingly, at the Meeting shareholders will be asked to consider and vote on the following advisory resolution:

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BE IT RESOLVED on an advisory basis only and not to diminish the role and responsibilities of the Company's Board of Directors, that the shareholders of the Company accept the approach to executive compensation disclosed in this Circular.

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will carefully review the outcome of the vote as part of its ongoing review of executive compensation.

The Board unanimously recommends that the shareholders vote FOR the advisory vote on executive compensation and unless instructed otherwise, the persons named in the enclosed form of proxy will vote FOR the advisory vote on executive compensation.

4. Elect Seven (7) Directors

The Board is currently comprised of seven directors. At the Meeting, you will be given the opportunity to vote for the re-election of the following seven (7) nominees recommended by the Company ("Proposed Directors") to hold office until the termination of the next annual meeting of shareholders:

1. Andrew D. Bartlett
1. John H. Craig
1. Ian Gibbs
1. Gary Guidry
1. Keith C. Hill
1. Erin Johnston
1. Kimberley Wood

BE IT RESOLVED that the seven (7) persons nominated as Proposed Directors be elected as directors of the Company to hold office for the ensuing year or until their successors are elected or appointed.

Management believes that the Proposed Directors can serve as directors of the Company. Unless otherwise instructed, the named proxyholders will vote FOR the election of the Proposed Directors.

Majority Voting

The Board has adopted a policy on majority voting that provides that the Chair of the Board will ensure that the number of shares voted in favour or withheld from voting for each director nominee is recorded and promptly made public after the meeting. If any nominee for director receives, from the shares voted at the meeting in person or by proxy, a greater number of shares withheld than shares voted in favour of their election, the director must immediately tender their resignation to the Chair of the Board following the meeting, to take effect upon acceptance by the Board. The Corporate Governance and Nominating Committee shall expeditiously consider the director's offer to resign and make a recommendation to the Board whether to accept the offer. Within 90 days of the shareholders' meeting, the Board will make a final decision concerning the acceptance of the director's resignation and announce that decision by way of a news release. Any director who tenders their resignation will not participate in the deliberations of the Board or any of its committees pertaining to the resignation. The policy applies only to uncontested elections, where the number of nominees as directors is equal to the number of directors to be elected. If the director fails to tender their resignation as contemplated in the policy, the Board shall not re-nominate the director. Subject to any corporate law restrictions, where the Board accepts the offer of resignation of a director and that director resigns, the Board may

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exercise its discretion with respect to the resulting vacancy and may, without limitation, leave the resultant vacancy unfilled until the next annual meeting of shareholders, fill the vacancy through the appointment of a new director whom the Board considers to merit the confidence of the shareholders, or call a special meeting of shareholders to elect a new nominee to fill the vacant position.

Advance Notice

The Company's Articles include an advance notice requirement for the nomination of directors. Advance notice facilitates an orderly meeting and it allows shareholders to receive prior information about the matters to be voted upon at the meeting. If you are interested in nominating someone to the Board, you must have given timely notice in proper written form, within the time periods prescribed by the Company's Articles, to the Corporate Secretary of the Company. The Company did not receive any such nomination in connection with this Meeting.

Director Nominees

Management's nominees to the Board are named in the following tables. The tables below provide you with information about each nominated director, including their holdings in the Company, and their principal occupations during the last five years.

John H. Craig Ontario, Canada Chair of the Board

Director since: 2009 Independent Director Common Shares: 245,324

2019 Board and Committee Meeting

Attendance Record: 100%

Mr. Craig is the Chair of the Board and has been since 2016. He serves as senior counsel in the Mining Group at Cassels, where he was a partner until 2016 practicing in the area of securities law with an emphasis on resource companies. Mr. Craig has extensive experience in capital raising, public and private mergers and acquisitions and negotiating international mining and oil and gas related concession, joint venture, operation and farm-in agreements. Mr. Craig received his Bachelor of Arts (Economics) and Bachelor of Laws from the University of Western Ontario and was admitted to the bar in 1973. Mr. Craig has served as a director on the boards of several public resource companies.

Africa Oil Committees:

Corporate Governance and Nominating (Chair) Audit

Additional Public Directorships:

Lundin Mining Corporation (TSX, Nasdaq Stockholm)

Corsa Coal Corp. (TSX-V)

Consolidated HCI Holdings Corporation (NEX)

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Keith C. Hill London, United Kingdom President & Chief Executive Officer

Director since: 2006 Non-Independent Director Common Shares: 1,344,111

2019 Board and Committee Meeting

Attendance Record: 100%

Mr. Hill has been the Company's President and Chief Executive Officer since 2009. He was the former Chair of the Board from 2009 until 2016. Mr. Hill has over 30 years of experience in the oil industry and has previously served as President of each of Valkyries Petroleum, BlackPearl Resources and Shamaran Petroleum. Prior to that, Mr. Hill's experience included international new venture management and senior exploration positions at Occidental Petroleum and Shell Oil Company. His education includes a Master of Science degree in Geology and Bachelor of Science degree in Geophysics from Michigan State University as well as an MBA from the University of St. Thomas in Houston.

Africa Oil Committees:

Reserves

Additional Public Directorships:

Africa Energy Corp.(1) (TSX-V, Nasdaq First North Growth Market Stockholm)

Eco (Atlantic) Oil & Gas Ltd. (2) (TSX, London Stock Exchange)

ShaMaran Petroleum Corp. – Chair (TSX-V, Nasdaq First North Growth Market Stockholm) TAG Oil Ltd. (TSX)

(1) The Company owns approximately 32.6% of the issued and outstanding shares of Africa Energy Corp.
(2) The Company owns approximately 18.38%of the issued and outstanding shares of Eco (Atlantic) Oil & Gas Ltd.

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Andrew D. Bartlett London, United Kingdom

Director since: 2015 Independent Director Common Shares: 431,336

2019 Board and Committee Meeting

Attendance Record: 100%

Mr. Bartlett has been an Oil and Gas Advisor with Helios Investment Partners since 2011. He has over 30 years of experience in the oil and gas Industry. Mr. Bartlett was both the Global Head of Oil and Gas Project Finance and Global Head of Oil and Gas Mergers and Acquisitions at Standard Chartered Bank until July 2011. In the period 1998 to 2001, prior to going into investment banking, he helped to establish Shell Capital, a private equity/mezzanine debt group set up by Royal Dutch Shell to finance small producers in emerging markets. Prior to joining Shell Capital, Mr. Bartlett worked for Royal Dutch Shell as a Petroleum Engineer and Development Manager where he gained extensive experience in developing and operating oil and gas fields. His postings included the North Sea, Netherlands, Somalia, New Zealand and Syria.

Africa Oil Committees:

Audit (Chair) Compensation Corporate Governance and Nominating Environmental Social Governance and Health and Safety Project Finance (Chair) Reserves

Additional Public Directorships:

Energean O&G plc (LSE, FTSE 250, TASE, TA-35)

Ian Gibbs British Columbia, Canada

Non-Independent Director Common Shares: 983,550

Attendance Record: 100%

2019 Board and Committee Meeting

Director since: 2019

Mr. Gibbs currently serves as CFO of Josemaria Resources Inc. (TSX and Nasdaq Stockholm), a company with assets in San Juan Province, Argentina. Previously, Mr. Gibbs was CFO of Africa Oil Corp. until October 2019 and Tanganyika Oil where he played a pivotal role in the \$2 billion disposition to Sinopec International Petroleum. Prior to Tanganyika Oil, Mr. Gibbs was CFO of Valkyries Petroleum, which was the subject of a \$750 million takeover. Mr. Gibbs is a Canadian Chartered Professional Accountant and a graduate of the University of Calgary where he obtained a Bachelor of Commerce degree.

Africa Oil Committees: Project Finance Committee

Additional Public Directorships:

Africa Energy Corp. (TSX-V, Nasdaq First North Growth Market Stockholm)

Lundin Gold Inc. (TSX, Nasdaq Stockholm)

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Gary S. Guidry Alberta, Canada

Director since: 2008 Independent Director Common Shares: 213,300

2019 Board and Committee Meeting

Attendance Record:

Board, Audit, Reserves: 100% - Compensation Committee: 88.9% Mr. Guidry has been the President and Chief Executive Officer of Gran Tierra Energy Inc., a company focused on oil and gas exploration and production in Colombia, since 2015. Mr. Guidry is a former Chief Executive Officer of Caracal Energy Inc. from 2011 to 2014. Mr. Guidry has also served as President and CEO of Orion Oil & Gas Corp., Tanganyika Oil Company Ltd., and Calpine Natural Gas Trust. He is a former director of Zodiac Exploration Corp., and TransGlobe Energy Corp. Mr. Guidry has directed exploration and production operations in Yemen, Syria and Egypt and has worked for oil and gas companies around the world in the U.S., Colombia, Ecuador, Venezuela, Argentina and Oman. Mr. Guidry is an Alberta-registered professional engineer (P. Eng.) and holds a B.Sc. in petroleum engineering from Texas A&M University.

Africa Oil Committees:

Audit Compensation (Chair) Reserves (Chair)

Additional Public Directorships: Gran Tierra Energy Inc. (NYSE, TSX)

PetroTal Corp. (formerly Sterling Resources Ltd.)(TSXV, AIM)

Erin Johnston British Columbia, Canada

Director since: 2019 Independent Director Common Shares: Nil

2019 Board and Committee Meeting

Attendance Record: 100%

Ms. Johnston serves as Managing Director of Lundin Foundation, a Canadian not-for profit organization that develops market-based programs to maximize benefits to communities surrounding resource operations. In her role as Managing Director, she advises on Environmental and Social Governance (ESG) issues to reduce non-technical risks of resource development projects, and engages with stakeholders on ESG issues, including host governments and local communities. Ms. Johnston brings over 15 years of experience in the private sector leading capacity building and resource governance projects in Latin America, Asia and Africa. Ms. Johnston began working in the oil and gas industry in 2009 through a multistakeholder environmental monitoring program with 15 companies in the oil sands of Northern Alberta. She has supported Lundin Petroleum's ESG strategy since 2016, as well as other junior exploration and development oil companies. She was the former Director of Training Investment responsible for British Columbia's annual investment in education and skills training. Ms. Johnston has a Masters of Arts in International Leadership from Simon Fraser University and an Executive Leadership Certificate from the UBC Sauder School of Business and an Advanced Climate Disclosure Certificate.

Africa Oil Committees:

Corporate Governance & Nominating

Environmental Social Governance and Health and Safety (Chair)

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Kimberley Wood London, United Kingdom

Director Since: 2018 Independent Director Common Shares: Nil

2019 Board and Committee Meeting

Attendance Record: 100%

Ms. Wood has 20 years' experience as an energy lawyer. Most recently she was a Partner and Head of Oil & Gas for Europe and the Middle East at Norton Rose Fulbright LLP and remains a Senior Consultant for the firm. Previously she was a Partner at Vinson & Elkins LLP from 2011 to 2015. Ms. Wood qualified as a Solicitor in England & Wales in 2001 at the US firm of LeBoeuf, Lamb, Greene & MacRae LLP. She was included as an expert in Energy and Natural Resources in the 2019 "Expert Guide" series, and the 2019 Women in Business Law series. She is also an Independent Non-Executive Director of Gulf Keystone Petroleum Company Limited, an LSE listed E&P company focused on Kurdistan, and Valeura Energy Inc., and LSE and TSX listed E&P company focused on Turkey.

Africa Oil Committees:

Compensation Corporate Governance and Nominating Committee Environmental Social Governance and Health and Safety Project Finance

Additional Public Directorships:

Gulf Keystone Petroleum Company Limited (LSE)

Valeura Energy Inc. (TSX, LSE)

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Cease Trade Orders, Bankruptcies, Penalties, or Sanctions

Other than as disclosed below, no proposed director of the Company is, as at the date of the Circular, or has within the ten (10) years before the date of the Circular, been a director, chief executive officer, or chief financial officer of any company (including Africa Oil) that: (i) was subject of a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days that was issued (A) while the proposed director was acting in such capacity as a director, chief executive officer, or chief financial officer; or (B) after that individual ceased to be a director, chief executive officer, or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity; or (ii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or comprise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets (A) while that proposed director was acting in that capacity, or (B) within a year of that person ceasing to act in that capacity.

Other than as disclosed below, no proposed director a) has, within the ten (10) years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets; or b) is, or has been, subject to any penalties or sanctions (A) imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (B) imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Mr. John Craig was a director of Sirocco Mining Inc. ("Sirocco") until November 8, 2013. On October 13, 2014, RB Energy Inc. ("RB Energy"), a successor company to Sirocco, filed for protection under the Companies' Creditors Arrangement Act ("CCAA"). Although John Craig was never a director, officer or insider of RB Energy, he was a director of Sirocco within the 12-month period prior to RB Energy filing under the CCAA.

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___________________________________________________________________________ ___________________________________________________________________________

CORPORATE GOVERNANCE ___________________________________________________________________________

The Company is committed to strong corporate governance that the Board believes strengthens decision making and accountability, that ultimately improves the Company's performance and investor confidence. The following describes the Company's current corporate governance practices. The Company continually reviews its corporate governance practices, as well as ongoing developments in corporate governance best practices in Canada and elsewhere, in order to determine if additional steps are required to improve its corporate governance practices in light of its stage of development and evolving best practices and regulatory guidance

How Africa Oil Selects its Board Members

Experience and Skills Assessment

The Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become new Board members and recommending to the Board the director nominees for each annual meeting of shareholders. In identifying possible nominees to the Board, the Corporate Governance and Nominating Committee considers the competencies and skills necessary for the Board as a whole, the skills of existing directors and the competencies and skills each new nominee will bring to the Board, as well as whether or not each nominee will devote sufficient time and resources to the Board. The Corporate Governance and Nominating Committee also annually reviews and makes recommendations to the Board with respect to: (i) the size and composition of the Board; (ii) the appropriateness of the committees of the Board; and (iii) the effectiveness and contribution of the Board, its committees and individual directors, having reference to their respective mandates, charters and position descriptions.

The table below summarizes the skills and experience and background of the current members of the Board based on information provided by such individuals.

	Bartlett	Craig	Gibbs	Guidry	Hill	Johnston	Wood
Financial literacy	√	√	√	√	√	√	√
ESG knowledge	√	√	√	√	√	√	√
Sound business experience	√	√	√	√	√	√	√
Governance knowledge	√	√	√	√	√	√	√
Industry Knowledge	√	√	√	√	√	√	√
Government relations	√	√	√	√	√	√	√
Operations experience	√	√	√	√	√	√	√
Strong ties to financial	√	√	√	√	√	√	√
communities
Financing and M&A	√	√	√	√	√	√	√
Strong board skills and experience	√	√	√	√	√	√	√

Diversity

The Company recognizes the importance of diversity, and the benefits of having a board and executive officers with varying characteristics including, but not limited to, religious and political beliefs, gender, ethnicity, education, socioeconomic background, sexual orientation and geographic location, as diversity enhances the decision making of the Board and at senior management levels. In 2017, the Board adopted a Board and Executive Officer Gender Diversity Policy (the "Diversity Policy"). This policy formalizes Africa Oil's commitment to promote diversity, in particular gender diversity, on the Company's Board and in Executive Officer positions.

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Measures taken to ensure the Diversity Policy is effectively implemented include the commitment imposed on the Corporate Governance and Nominating Committee to actively seek out highly qualified women to include in the pool from which new board nominees are evaluated and chosen. This commitment is documented in the "Guidelines for the Composition of Africa Oil's Board" as found in the Mandate of the Corporate Governance and Nominating Committee and approved by the Board.

With regard to a gender diversity objective for executive officer positions and senior management positions, the Corporate Governance and Nominating Committee did not recommend a specific target be set given the infrequent turnover of executive and senior management level positions. The Board agrees that such appointments should be reviewed with the level of representation of women in executive officer positions in mind and, consistent with the Diversity Policy, that management of the Company, as part of the hiring process of such positions: (i) actively seek out women having the necessary skills, knowledge and experience to evaluate as potential candidates; and (ii) appointments be made based on a balance of criteria, including the merit, and experience of the candidate plus the needs of the Company at the relevant time.

Pursuant to the Diversity Policy, the Corporate Governance and Nominating Committee is mandated to discuss targets for promoting diversity and make recommendations to the Board. While the Board and Corporate Governance and Nominating Committee have not adopted any formal quotas or targets specifically addressing the level of representation of women on its board or in executive officer positions, it is committed to advancing women, and other individuals representing a diversity of backgrounds, into leadership roles through its talent management, learning development, and succession planning processes.

The Board currently has two women members, representing 28.6% of the Board's composition.

Independence

The Corporate Governance and Nominating Committee and the Board reviews each directors' independence upon their nomination and appointment, and also on an annual basis, using the standards of the Canadian Securities Administrators in National Instrument 52-110 Audit Committees ("NI 52-110") and the National Policy 58-201 Corporate Governance Guideline. This is in an attempt to have the Company's Board be accountable and perform effectively and transparently.

The majority of Africa Oil's current directors and its director nominees are independent for the purposes of Board membership. In addition, the Board is led by Mr. John Craig, who is an independent director. Mr. Ian Gibbs, and Mr. Keith Hill are the only directors that are not considered independent. As a former CFO within the last three years, Mr. Gibbs cannot be regarded as independent under the corporate governance guidelines. Mr. Hill is not considered independent by virtue of his role as President & Chief Executive Officer of the Company.

The Board has functioned and is of the view that it can continue to function, independently of management, as required. At each meeting of the Board, Audit or Compensation Committee, a determination is made as to whether an in-camera session, without management present, is required.

Interlocks

An "interlock" refers to two or more of the Company's directors who sit together on the board of directors of another reporting issuer. Mr. Gibbs and Mr. Hill are each directors of Africa Energy Corp., and this represents the Company's only interlock. The Board has determined that, in its judgment, the interlock does not adversely impact the independence of these directors or the ability of these directors to act in the best interests of the Company.

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Orientation and Continuing Education

Orientation

Once a new Board member is welcomed to the Company, they are provided with the orientation and education program as developed by the Corporate Governance and Nominating Committee. The measures that the Board takes in connection with orienting new board members regarding the role of the Board, its directors, the committees of the Board and the nature and operation of the Company's business include providing each new member with information concerning the role and responsibilities of a public company director and discussing with new members the Company's operations. New directors are also provided the opportunity to meet with management of the Company. As each director has a different set of skills and professional background, the Board seeks to tailor the orientation of new members according to the needs and experience of each new director.

Continuing Education

The Company encourages continued education for its directors. The Board ensures that all directors are kept apprised of changes in the Company's operations and business and changes in the regulatory environment and governance trends. The Company arranges for legal counsel and industry experts to provide status updates and education. Board members may also attend external education seminars, at the Company's expense, that they determine necessary to keep themselves up-to-date with current issues relevant to their services as directors of the Company.

Mandate of the Board

The Board has a formal mandate (See Appendix A) that lists specific responsibilities, including:

Approve the strategic direction of the Company;
Identify principal risks of the Company's business and ensure implementation of appropriate risk management systems;
Ensure the Company has management of the highest caliber; and
Oversee the Company's methods of communication with its shareholders and the public generally.

In addition, the Board holds face-to-face, in person, strategy sessions at least once per year. The Board discharges its responsibilities either directly or through its committees. Each committee has a written charter which governs the conduct of such committee.

Board Committees

Audit Committee

The Company's Audit Committee is comprised of three directors, namely Mr. Andrew Bartlett (Chair), Mr. Gary Guidry and Mr. John Craig. Each member of the Audit Committee is independent of the Board and financially literate, as those terms are defined in NI 52-110 and has the requisite education and experience for the performance of their duties as a member of the Company's Audit Committee.

The Audit Committee oversees the accounting and financial reporting processes of the Company and its subsidiaries and all audits and external reviews of the financial statements of the Company on behalf of the Board, and has general responsibility for oversight of internal controls, accounting and auditing activities of the Company and its subsidiaries. All auditing services and non-audit services to be provided to the Company by the Company's auditors are pre-approved by the Audit Committee.

The Committee is responsible for examining all financial information, including annual and quarterly financial statements, prepared for securities commissions and similar regulatory bodies prior to filing or delivery of the same. The Audit Committee also oversees the annual audit process, quarterly review engagements, the Company's internal

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accounting controls, the Code of Business Conduct and Ethics, any complaints and concerns regarding accounting, internal controls or auditing matters and the resolution of issues identified by the Company's external auditors. The Audit Committee recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders and the compensation of the auditors. The Audit Committee meets a minimum of four times per year. As required by NI 52-110, information about the Company's Audit Committee is provided in the Company's most recent Annual Information Form ("AIF") under "Audit Committee". The AIF may be obtained from the Company's disclosure documents available on the SEDAR website at www.sedar.com.

Compensation Committee

The Compensation Committee consists of three directors, namely, Mr. Gary Guidry (Chair), Ms. Kimberley Wood and Mr. Andrew Bartlett, all of whom are independent as that term is defined in NI 52-110. All members of the Compensation Committee have direct experience which is relevant to their responsibilities as Compensation Committee members. All members have a good financial understanding which allows them to assess the costs versus benefits of compensation plans. The members' combined experience in the resource sector provides them with an understanding of the Company's success factors and risks, which is very important when determining metrics for measuring success.

The Compensation Committee's mandate includes reviewing and making recommendations to the Board in respect of compensation matters relating to the Company's executives which are identified in the "Summary Compensation Table" below. The Compensation Committee is responsible for:

evaluating the CEO's performance and establishing executive and senior officer compensation;
administering the Company's policy on remuneration;
preparing the Board for decisions on matters relating to the principles of remuneration, and other terms of employment of the executive management;
monitoring and evaluating programs for variable remuneration for the executive management and the current remuneration structures and levels within the Company, including the extent and level of participation in incentive programs, in conjunction with the Board; and
delivering an annual statement on executive compensation.

The Compensation Committee has also been mandated to review the adequacy and form of annual compensation for non-executive directors to ensure that such compensation realistically reflects the responsibilities and risks involved in being an effective director. The Compensation Committee meets at least once annually.

Corporate Governance and Nominating Committee

The Board's Corporate Governance and Nominating Committee is comprised of Mr. John Craig (Chair), Ms. Erin Johnston, Ms. Kimberley Wood, and Mr. Andrew Bartlett, each of whom is independent as that term is defined in NI 52-110.

The Corporate Governance and Nominating Committee is responsible for developing and monitoring the Company's approach to corporate governance issues. The Committee oversees the effective functioning of the Board, oversees the relationship between the Board and management, and has the responsibility to take initiatives to ensure that the Board can function independently of management including, without limitation, recommending to the Board mechanisms, including the appointment of a committee of directors independent of management, to allow directors who are independent of management an opportunity to discuss the Company's affairs in the absence of management

The roles and responsibilities of the Corporate Governance and Nominating Committee include the following:

identify, review the qualifications of, and recommend to the Board possible nominees for the Board;
assess directors on an ongoing basis and oversee the effective functioning of the Board, including the orientation and education of new recruits to the Board;
assess the Board's committee structure on an ongoing basis and recommend changes where appropriate;
oversee the relationship between management and the Board and recommend improvements to such relationship;

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review the size and composition of the Board and committee structure;
review the appropriateness of the terms of the mandate and responsibilities of the Board and the charters, mandates and responsibilities of each of the committees; and
undertake such other initiatives as are needed to assist the Board in providing efficient and effective corporate governance for the benefit of shareholders.

The Corporate Governance and Nominating Committee of the Board may engage an outside consultant to assist in identifying qualified candidates for the Board. The nominees for directors are initially considered and recommended by the Corporate Governance and Nominating Committee of the Board, approved by the entire Board and appointed by the Company or elected by shareholders, as required.

The Corporate Governance and Nominating Committee meet at least once annually.

Environmental Social Governance, and Health and Safety Committee

In 2019, the Board formed the Environmental Social Governance, and Health and Safety Committee ("ESGHSC"). The ESGHSC is comprised of Ms. Erin Johnston (Chair), Ms. Kimberley Wood, and Mr. Andrew Bartlett, each of whom is independent as that term is defined in NI 52-110.

The ESGHSC is responsible for assisting the Board with reviewing the Company's performance with respect to Environmental Social Governance, and Health and Safety matters, including the Board's oversight of the Company's climate-related risks and opportunities. The roles and responsibilities of the ESGHSC include reviewing and providing recommendations to the Board on the following:

performance of the Company related to environmental, social, governance, and health and safety
environmental, social governance, and health and safety risks
provide oversight for the company's strategy and approach to responding to climate-related risks and opportunities
compliance with environmental, social, governance, and health and safety legal and regulatory requirements
external environmental, social, governance, climate change and health and safety reporting disclosures, including reviewing the Company's approach to climate-related risks and opportunities; and
the Company's strategy to address environmental, social, governance, and health and safety trends, future regulations and decisions that could impact the performance of the Company, including the Company's strategy and response to climate-related risks and opportunities.

A senior officer of the Company, appointed by the CEO shall act as an advisor to the ESGHS Committee in assessing and managing the Company's climate-related risks and opportunities. The ESGHSC of the Board may engage an independent environmental consultant to assist in carrying out its duties.

The ESGHSC shall meet on a quarterly basis.

Reserves Committee

The Company has a standing Reserves Committee that is comprised of a majority of independent directors. The current Reserves Committee members are Mr. Gary Guidry (Chair), Mr. Keith Hill, and Mr. Andrew Bartlett. The Reserves Committee is responsible for developing the Company's approach to the reporting of oil and gas resources and/or reserves and the valuation of those resources/reserves. The Reserves Committee meets at least once annually.

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Project Finance Committee

In 2016, the Board formed a special committee, the "Project Finance Committee" that is comprised of independent directors; namely, Mr. Andrew Bartlett (Chair) and Ms. Kimberley Wood. Mr. Ian Gibbs is also a member of this committee. The Project Finance Committee is responsible for overseeing the process of project financing for the Company's pipeline project in Kenya (the "Project Financing"), and for receiving, reviewing, assessing and making recommendations to the Board regarding the proposals received for the Project Financing. The Project Finance Committee meets at least once annually.

Chair of the Board and Chief Executive Officer Roles

Chair of the Board

The Chair of the Board, Mr. John H. Craig, is responsible for the Board administration with the support and assistance of the CEO and other senior management at Africa Oil. These responsibilities include, but are not limited to, presiding as Chair of all meetings of the Board, setting the meeting agenda, and ensuring the Board is organized properly and meets its obligations and responsibilities. The Chair is also responsible for ensuring the Board has a strategic focus and represents the best interests of the Company, acting as the liaison between the Board and the CEO as well as other members of management when required, and ensuring the Board is operating effectively. The Chair represents Africa Oil, at the request of the CEO, to shareholders and external stakeholders and acts as the primary spokesperson for the Board. The Chair and the CEO work together to ensure that all matters of importance are brought to the Board's attention in a timely manner to allow for fulsome discussions of critical issues.

Chief Executive Officer

The Chief Executive Office, Mr. Keith C. Hill, is responsible for directly overseeing the day to day operations of Africa Oil. The CEO is the leader of an effective and cohesive management team and sets the tone for management by exemplifying values of performance in enhancing shareholder value and advancing the direction of Africa Oil, consistently forwarding the Company's vision and strategy and bearing the chief responsibility of ensuring that Africa Oil meets its short-term operational and long-term strategic goals. The CEO works with, and is accountable to, the Board.

Board Assessments

The Corporate Governance and Nominating Committee oversees a process to self-assess Board effectiveness. This assessment questions directors on various company matters and board performance including their level of satisfaction with the functioning of the Board as a whole, its interaction with management and the performance of the standing committees of the Board. Board members conduct peer reviews and a self-assessment regarding their effectiveness as a Board member as part of this assessment process. To ensure the assessment process is candid, the individual assessments are returned on a confidential basis to the Chair of the Corporate Governance and Nominating Committee with a copy to the Corporate Secretary. The results are compiled for the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee reviews and discusses the results and makes recommendations to the Board regarding any action that may be deemed necessary or advisable to ensure the Board continues to function effectively and adequately perform its mandate. The Board aims for a 100% compliance rate for completion of the assessment by directors, which was achieved this year. Following the assessment process held in Q1 of 2019, the directors concluded that the Board and the Board Committees function effectively.

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Ethical Business Conduct

Code of Business Conduct and Ethics

The Board oversees compliance with the Company's Code of Business Conduct and Ethics (the "Code") through the Audit Committee, which monitors compliance with the Code. It is the responsibility of all directors, officers, and employees to report promptly any suspected violation of the Code to the Company's legal counsel. Directors, officers or employees who have concerns or questions about violations of laws, rules or regulations, or of the Code, are required to report them to the Company's external legal counsel. Following the receipt of any complaints submitted hereunder, the Company's legal counsel will investigate each matter so reported and report to the Board, which will take corrective disciplinary actions, if appropriate, up to and including termination of employment of those violating laws, rules, regulations or the Code. The Code is available on the Company's website at www.africaoilcorp.com.

Whistleblower Policy

The Company has also established an Internal Employee Alert Policy ("Whistleblower") to encourage employees, officers and directors to raise concerns regarding accounting, internal controls or auditing matters, on a confidential basis free from discrimination, retaliation or harassment. The Company does not tolerate any retaliation for reports or complaints regarding suspected violations of the Code that were made in good faith. There has been no departure from the Code during the Company's most recently completed financial year. All directors, officers and employees have an obligation to act in the best interest of the Company. Any situation that presents an actual or potential conflict between a director, officer or employee's personal interest and the interests of the Company are to be reported to the Company's legal counsel.

Anti-Corruption Policy

The Company has adopted an Anti-Corruption Policy with the intention of ensuring that the Company's business is conducted in a manner that does not violate the anti-corruption laws of Canada, and any other country in which the Company does business or has a presence in. The Company's directors and personnel are required to read the Anti-Corruption Policy when they join the Company, and they must acknowledge that they understand the Anti-Corruption Policy and attest to their compliance on an annual basis. In addition, the Company provides annual on-line training on anti-bribery and anti-corruption to its directors and personnel. The annual training modules review key Canadian, US, and UK anti-bribery and corruption laws and provides basics on how to comply by providing practical situations within the training modules for the Company's directors and personnel.

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___________________________________________________________________________ ___________________________________________________________________________

DIRECTORS' COMPENSATION ___________________________________________________________________________

Annual Retainer

When considering pay levels, the Compensation Committee considers the all Canadian pay peer group, comprised of Canadian companies with international operations. Acknowledging the Board's additional responsibility and liability for overseeing Africa Oil's international operations and global shareholder base, the Committee believes the midpoint between median and 75th percentile to be an appropriate target pay position. The Committee determined that a flat fee structure continues to be appropriate given the size and makeup of the Company's Board. As such, no meeting fees are paid to directors. Each director is entitled to an annual retainer as provided in the chart below. John Craig, as Chair of the Board, is entitled to an additional annual retainer to reflect his added level of responsibility.

Component	Director Compensation	Board Chair Additional Retainer
Cash Retainer	CAD\$60,000	CAD\$20,000
Equity Retainer (RSUs)	CAD\$120,000	CAD\$30,000

Long-Term Incentive Plan

Until 2016, Non-Employee Directors ("NE Directors") received their equity retainer in the form of stock options. As part of the director compensation review, the Committee evaluated alternative equity-based compensation vehicles for NE Directors to improve alignment with the Company's shareholders. At the 2016 Annual General and Special Meeting, shareholders approved a Long-Term Incentive Plan ("LTIP") to replace the use of stock options.

Under the LTIP, RSUs track the value of our common shares. RSUs granted to NE Directors vest on the third anniversary of the date of grant, at which time they are settled in cash, shares, or a combination of cash and shares.

Committee Fees

NE Directors serving on a board committee in 2020 are entitled to an additional cash retainer of CAD\$5,000 per membership, and committee chairs are additionally entitled to the following retainers:

Committee	Chair
	Retainer
Audit Committee	CAD\$12,500
Compensation Committee	CAD\$7,500
Corporate Governance & Nominating Committee	CAD\$7,500
Environmental Social Governance, and Health and Safety Committee	CAD\$7,500
Reserves Committee	CAD\$7,500
Project Finance Committee	CAD\$7,500

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Fees for Directors

In the table below, we outline the total expected annual compensation for our NE Directors in 2020, based on the compensation program approved by the Board, and the Board committee compensation as at December 31, 2019.

Name	Cash Retainer (CAD\$)	Committee Chair/ Member Fees (CAD\$)	Total Cash Retainer (CAD\$)	Equity Retainer (CAD\$)	Total (CAD\$)
John Craig	\$80,000	\$12,500	\$92,500	\$150,000	\$242,500
Gary Guidry	\$60,000	\$20,000	\$80,000	\$120,000	\$200,000
Andrew Bartlett	\$60,000	\$40,000	\$100,000	\$120,000	\$220,000
Kimberley Wood	\$60,000	\$20,000	\$80,000	\$120,000	\$200,000
Erin Johnson	\$60,000	\$12,500	\$72,500	\$120,000	\$192,500
Ian Gibbs	\$60,000	\$5,000	\$65,000	\$120,000	\$185,000

Cash and equity retainer

Prior to the review and redesign of director compensation practices in 2016, directors at Africa Oil received an annual cash retainer and grant of stock options in recognition of their service on the Board. Since January 2016, no further option awards will be granted to NE Directors of Africa Oil. We believe that, given the NE Director's role of corporate oversight at Africa Oil, granting RSUs in accordance with the LTIP is better suited to building long-term ownership at the NE Director level.

Fees Earned by Directors in 2019

The table below sets out what the Company paid to NE Directors in cash and equity in 2019. Keith Hill did not receive any compensation for serving as a director in 2019, since he was compensated as an officer of the Company.

Name	Fees Earned/Paid (\$)(1)	Option-based awards (\$)(2)	Share-based awards (\$)(3)	Non-equity incentive plan compensation (\$)	All other compensation (\$)	Total (\$)
Gary Guidry	60,291	Nil	97,375	Nil	Nil	157,666
Bryan Benitz(4)	47,102	Nil	97,375	Nil	Nil	144,477
John Craig	67,387	Nil	121,696	Nil	Nil	189,083
Andrew Bartlett	71,595	Nil	97,375	Nil	Nil	168,970
Kimberley Wood	56,523	Nil	97,375	Nil	Nil	153,897
Ian Gibbs(5)	15,841	Nil	Nil	Nil	Nil	15,841
Erin Johnston(6)	18,769	Nil	Nil	Nil	Nil	18,769

(1) Fees earned by directors are paid in Canadian dollars and converted to United States dollars for reporting purposes.
(2) Directors do not receive stock options.
(3) USD value of RSUs granted in 2019 to NE directors, which vest on the third anniversary of the date of grant.
(4) Mr. Benitz resigned from the Board on August 12, 2019.
(5) Mr. Gibbs joined the Board on September 3, 2020. He ceased to be CFO on October 14, 2019. Pursuant to a CFO Transition Agreement signed with the Board on 29 August 2019, Ian Gibbs' existing RSUs, including the 2019 RSUs, remain eligible to vest in March 2020 but all RSUs scheduled to vest post 2020 will be canceled. PSUs granted in 2017 and 2018, and 22% of 2019 PSUs will continue to vest according to the LTIP.
(6) Ms. Johnston joined the Board on August 12, 2019.

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Directors' Outstanding Option Based Awards and Share Based Awards

The table below sets forth, for each of our NE Directors, all option-based and share based awards outstanding as at
December 31, 2019. Prior to 2016, options were awarded to the Company's NE Directors to promote alignment with
shareholders' interests, in recognition of the Board members' stewardship and to ensure such NE Directors continued
to add value based on their extensive experience and in-depth knowledge of the international oil and gas business.

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		Option-bas	sed Awards				Share-base	d Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price (CAD\$)	Option expiration date (Y/M/D)	Value of unexerc ised in- the- money options (\$)(1)	Number of PSUs that have not vested (#)	Market or payout value of PSUs that have not vested (\$)(4)	Market or payout value of vested PSUs not paid out or distributed	Number of RSUs that have not vested (#)	Market or payout value of share-based awards that have not vested	Market or payout value of vested RSUs not paid out or distributed
	(11)	(CAD\$)	(1711175)	(7)	(11)	(7)	(7)	2019:	(4)	(4)
Gary S. Guidry	144,000	\$2.48	2020/01/23	Nil	Nil	Nil	Nil	2018: 94,500 2017:	97,375 85,124	Nil Nil
								55,300 2019:	49,813	Nil
Bryan M. Benitz ⁽⁵⁾	144,000	\$2.48	2020/01/23	Nil	Nil	Nil	Nil	108,100 2018: 94,500	97,375 85,124	Nil Nil
								2017: 55,300	49,813	Nil
								2019: 135,100	121,696	Nil
John H. Craig	144,000	\$2.48	2020/12/22	Nil	Nil	Nil	Nil	2018: 118,100	106,382	Nil
								2017: 69,124	62,266	Nil
								2019: 108,100	97,375	Nil
Andrew Bartlett	150,000	\$1.98	2020/11/18	Nil	Nil	Nil	Nil	2018: 94,500	85,124	Nil
								2017:	40.040
Kimberley	Nil	Nil	Nil	Nil	Nil	Nil	Nil	55,300 2019: 108,100	49,813 97,375	Nil Nil
Wood	IVII	IVII	IVII	IVII		NII	IVII	2018: 95,238	85,789	Nil
					2019: 130,812	98,494	Nil	2019: 49,533	44,618	Nil
lan Gibbs ⁽⁶⁾	460,000	\$2.48	2020/01/23	Nil	2018: 487,200	169,888	Nil	2018: 54,133	48,763	Nil
			1	1	2017: 190,100	71,463	NII	2017: 63,367	57,080	Nil
Erin Johnston ⁽⁷⁾	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

⁽¹⁾ Calculated using the closing price of the common shares on the Toronto Stock Exchange on December 31, 2019 of CAD\$1.17 and subtracting the exercise price of in the money stock options. As at December 31, 2019, these stock options had not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the common shares on the date of exercise.

⁽²⁾ Calculated using the closing price of the common shares on the Toronto Stock Exchange on December 31, 2019 of CAD\$1.17.

⁽³⁾ Converted to US\$ using the exchange rate at December 31, 2019 of US\$1.00 = CAD\$1.2989.

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(4) PSUs granted are notional share instruments which track the value of the common shares and are subject to non-market performance conditions related to key strategic, financial and operational milestones. PSUs cliff vest three years from the date of grant, at which time the Board of Directors will assign a performance multiple ranging from nil to two hundred percent to determine the ultimate vested number of PSUs. A one to one ratio was used for the purpose of this valuation.
(5) Mr. Benitz resigned from the Board on August 12, 2019
(6) Mr. Gibbs joined the Board on September 3, 2020. He ceased to be CFO on October 14, 2019. Pursuant to a CFO Transition Agreement signed with the Board on 29 August 2019, Ian Gibbs' existing RSUs, including the 2019 RSUs, remain eligible to vest in March 2020 but all RSUs scheduled to vest post 2020 will be canceled. PSUs granted in 2017 and 2018, and 22% of 2019 PSUs will continue to vest according to the LTIP.
(7) Ms. Johnston joined the Board on August 12, 2019.

Value of Non-Employee Directors' Equity Compensation Vested or Earned in 2019

Until 2016, Non-Employee Directors ("NE Directors") have received their equity retainer in the form of stock options. No options vested in 2019. Under the LTIP, RSUs granted to NE Directors vest on the third anniversary of the date of grant, with the number of shares to be issued being equal to the number of RSUs vested plus any dividends paid. The following RSUs (granted in 2016) vested in 2019:

Name	Option based awards – Value vested during the year(1)	Share-based awards - Value vested during the year(2)	Non-equity incentive plan compensation - Value earned during the year
	(\$)	(\$)	(\$)
Gary S. Guidry	Nil	48,269	Nil
Bryan M. Benitz	Nil	48,269	Nil
John H. Craig	Nil	59,886	Nil
Andrew Bartlett	Nil	48,269	Nil
Kimberley Wood	Nil	Nil	Nil
Ian Gibbs	Nil	Nil	Nil
Erin Johnston	Nil	Nil	Nil

(1) Calculated using the closing price of the common shares on the Toronto Stock Exchange on the dates on which stock options vested during the financial year ended December 31, 2019 and subtracting the exercise price of in-the-money stock options.
(2) This represents the amount paid upon vesting of RSUs. The RSUs were settled at share price of CAD \$1.11 per share and are presented in this table in US dollars at an exchange rate of US\$1.00 = CAD\$1.2989. No amounts realized upon vesting have been deferred.

Director Share Ownership Guidelines and Compliance

In 2016, the Board approved the introduction of share ownership guidelines for NE directors in order to better align NE Director interests with shareholders. These guidelines were revised in 2017 and NE Directors are now required to own shares having a value equal to two times their annual cash retainer within five years following the later of their date of initial election or appointment, or implementation of these guidelines. The value of the shares owned or purchased for the purpose of these calculations is based on the average closing price of the Company's shares on the Toronto Stock

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Exchange for the 20 trading days preceding and including December 31 of the prior calendar year. The following table compares each NE Director's common share as at December 31, 2019, relative to their ownership guideline:

Individual	Minimum Share Ownership (2x base cash retainer) (CAD)	Number of Shares Owned at December 31, 2019 (#)(1)	Number of Unvested RSU's at December 31, 2019 (#)	Value of Ownership on December 31, 2019 (2) (CAD)	Meets Guidelines
John H. Craig	\$160,000	176,200	322,324	\$559,766	Yes
Gary S. Guidry	\$120,000	158,000	257,900	\$464,901	Yes
Bryan M. Benitz	\$120,000	230,000	149,800	\$408,262	Yes
Andrew D. Bartlett	\$120,000	376,036	257,900	\$682,937	Yes
Kimberley Wood (3)	\$120,000	Nil	203, 338	\$241,972	Yes
Erin Johnston(3)	\$120,000	Nil	Nil	Nil	No
Ian Gibbs	\$120,000	871,138	167,033	\$1,235,423	Yes

(1) Information provided by each individual director.
(2) Based on the average closing price of the Company's shares on the Toronto Stock Exchange for the 20 trading days preceding, and including, December 31, 2019 which was CAD\$1.19
(3) Ms. Johnston joined the Board on August 12, 2019, and is in progress to meeting the share ownership for NE Directors

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___________________________________________________________________________ ___________________________________________________________________________

STATEMENT OF EXECUTIVE COMPENSATION ___________________________________________________________________________

Letter to Shareholders

Fellow Shareholders:

We are pleased to provide you with the following Compensation Disclosure and Analysis which will assist you in understanding our compensation philosophy and practices. We believe in providing transparent disclosure to help our shareholders understand the compensation paid to our executives, and the rationale behind our decisions.

We recently achieved an important milestone in early 2020, as the Company successfully completed the acquisition of deepwater producing assets in Nigeria, which transformed the Company into a full-cycle E&P company with exposure to material reserves and production. Our shareholding in Prime provides us with a strong cash flow generating platform from world-class assets operated by major oil companies. Our investment in these Nigerian producing assets supports and complements our development project in Kenya and our exploration portfolio in Africa and Guyana.

In addition, we have seen significant advances in our Kenya development project and will continue to work closely with our partners to progress the South Lokichar project towards a final investment decision.

Effective mid-year 2019, the Company relocated the executive team to the UK, to be closer to the Company's operations. While the Company has always used a peer group consisting of Canadian and UK companies, the Committee will continue to consider the UK to be a competitive market for executive talent and will target total compensation accordingly. Although the executives have relocated, the compensation structure/levels for the executives has not meaningfully changed except for provision of a housing allowance to support transition. The CFO was recently hired in the UK, and as such does not receive any additional allowances.

2019 Compensation Decisions

Taking into consideration the accomplishments and challenges during the year as well as share price performance, the Committee made the following decisions regarding executive compensation:

Short-term incentive payouts ranged from 66% to 114% of target payout, with the CEO payout equivalent to 114% of target
To further increase the alignment between the Executives' realizable long-term compensation and successful execution of the Company's strategy, the Compensation Committee and the Board maintained the weighting of the LTIP mix of 80% PSUs and 20% RSUs
Following an updated independent compensation benchmarking analysis produced in December 2019, no adjustments were made to executive base salaries or incentive targets, our Executive and Director compensation practices, including base pay, target STIP and target LTIP.
Additionally, no adjustments were made to director compensation quantum or practices

In reaching these decisions, the Compensation Committee considered, the updated benchmarking analysis and the Executive's realized compensation earned during the three-year period since the Company's pay practices were modified effective January 1, 2017. As a percentage of Target Total Direct Compensation over this period, the CEO's realized compensation has ranged between 40% and 63%. The remainder of the Executive's realized compensation, over the same period, has ranged between 42% and 61% of Target Total Direct Compensation. Interim performance assessments of all outstanding PSUs are significantly below target, with the expected performance factor for the upcoming vesting of PSUs (January 1, 2017 to December 31, 2019 performance cycle) estimated to be below 50% of target.

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The Company's compensation structure is designed to attract highly qualified and motivated individuals, reward performance, and to be competitive with the compensation arrangements of other resource companies of similar size and scope of operations. The Compensation Committee considers a variety of factors when determining both compensation programs and individual compensation levels. These factors include the long-term interests of the Company and its shareholders, overall financial and operating performance of the Company, individual performance and contribution towards meeting corporate objectives and responsibilities, and compensation practices of industry competitors.

The Board is committed to reviewing all governance provisions to ensure compliance with best practice, via annual independent benchmarking studies, and to ensuring continued alignment of executive compensation with the shareholder experience. The Board was pleased to receive 84.67% support on our advisory vote on executive compensation at the 2019 AGM, and look forward to your continued support in 2020. On behalf of the Board and the Compensation Committee, we thank you for taking the time to read our disclosure, comments and questions are welcome and can be submitted to: [email protected] .

Regards,

"John Craig"

John Craig Chair of the Board

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___________________________________________________________________________ ___________________________________________________________________________

COMPENSATION DISCUSSION AND ANALYSIS ___________________________________________________________________________

Introduction

In the following section, Africa Oil details the 2019 compensation programs for the Company's executives (the "Executives") which include the following named executive officers ("NEOs"):

1. Keith Hill, President & Chief Executive Officer
1. Pascal Nicodeme, Chief Financial Officer (Appointed on October 14, 2019)
1. Ian Gibbs, Former Chief Financial Officer (Appointed to the Board on September 3, 2019, resigned as CFO on October 14, 2019)
1. Timothy Thomas, Chief Operating Officer
1. Dr. Paul Martinez, Vice President Exploration
1. Mark Dingley, Vice President Operations

The Vice President Operations reports to the Chief Operating Officer and does not participate in the LTIP.

In recognition of our cross-border talent pool and significant international operations, the Board may grant NEO compensation in Canadian, United States, and United Kingdom currencies. Mr. Hill, Dr. Martinez, and Mr. Dingley were awarded cash compensation denominated in US dollars. Mr. Nicodeme's cash compensation was denominated in British pounds. Mr. Gibbs and Mr. Thomas' cash compensation was denominated in Canadian dollars.

Compensation Philosophy / Executive Compensation Principles

The Company's compensation structure is designed to attract highly qualified and motivated individuals, reward performance, and to be competitive with the compensation arrangements of other resource companies of similar size and scope of operations. The Committee considers a variety of factors when determining both compensation programs and individual compensation levels. These factors include the long-term interests of the Company and its shareholders, overall financial and operating performance of the Company, individual performance and contribution towards meeting corporate objectives, responsibilities, and compensation practices of industry competitors.

Changes to Executive and Director Compensation Program in 2016

In response to feedback from shareholders and our recognition of evolving market practices, the Compensation Committee approved several changes to Africa Oil's executive compensation programs for implementation in 2016 to enhance the alignment with the interests of shareholders and market best practices. This included a review of executive officer pay levels relative to a revised pay comparator group, an update of the metrics within the short term incentive program ("STIP") to better align with the Company's operational objectives and strategic priorities, and the introduction of a restricted share unit and performance share unit plan to fully replace the use of options for senior executives. Another area of focus for the Committee was to improve the level of transparency, detail and readability of our compensation disclosure.

Considerable enhancements were made to our governance and pay practices which resulted in Shareholder approval of the Company's Long-Term Incentive Plan and the Company's Advisory Vote On Executive Compensation (Say On Pay)

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being passed at the Company's April 19, 2016 annual meeting of shareholders. We continue to follow these actions and to enhance our governance and pay practices so that we remain leaders amongst our peers:

Board composition separating the roles of Board Chair and CEO
Following a structured approach to executive compensation while retaining Compensation Committee judgement over the outcomes
Utilizing a performance share unit program to ensure the alignment between pay and performance for the Executives
Ceasing to issue stock options to Executives
Following a revised director compensation program, eliminating the use of stock options for directors
Continued engagement with an independent consulting firm, Hugessen Consulting Inc. ("Hugessen"), to provide independent insight to the Compensation Committee
Following compensation governance practices such as including stock ownership guidelines, clawback policy, and an advisory Say On Pay vote
Continued plain language disclosure of corporate performance targets, results, and short-term incentive payouts

Pay Comparator Group

During 2019, the Compensation Committee, with support from our independent compensation consultant, Hugessen, updated the compensation benchmarking analysis (previous analysis completed in 2018) to provide current competitive market context to determine if modifications were required to compensation design practices. During the period since the peer group was last analyzed, several factors affected the peers such as mergers and acquisitions, reorganizations and restructuring. The updated comparator group was developed based on the following criteria:

Oil & gas exploration and production companies
Companies with international operations
Market capitalization and total assets: between approximately 1/3x 3x that of Africa Oil
Geography: Canadian headquartered

2019 Canadian Comparator Group

TransGlobe Energy Corporation (1) Frontera Energy Corporation International Petroleum Corp. Canacol Energy Ltd.(1) Valeura Energy Inc.. ShaMaran Petroleum Corp. Gran Tierra Energy Ltd.(1)

(1) Formed part of the 2015 Canadian Comparator Group

In addition to referencing the Canadian peer group, the Committee also considered pay levels and practices of UK-based international exploration and production companies. The Committee believes that the UK remains an important source of executive talent for Africa Oil; particularly considering the recent appointment of the Company's CFO location of our assets, our partners and that our ownership includes a significant proportion of European-based shareholders. While we do not directly target pay levels based on UK peers, we reference UK pay practices alongside other factors such as executive experience, skills and education.

2019 UK Reference Group

Pharos Energy plc, formerly known as SOCO International plc(1)

Premier Oil plc Phoenix Global Resources plc(1) Amerisur Resources plc Savannah Petroleum plc(1) Eland Oil & Gas plc(1)(2)

Seplat Petroleum Development

Company plc(1)

(1) Formed part of the 2018 UK Reference Group
(2) Taken over by SEPLAT in 2020.

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Pay Positioning

When setting pay levels for Africa Oil's executive team, the Compensation Committee targets pay positioning including base salary, short-term incentive plan and long-term incentive plans at the 75th percentile relative to Canadian exploration and production companies with international assets. While total compensation is targeted at P75, individual pay positioning varies dependent upon role, tenure, and individual performance. While the Company continues to be a Canadian company, the Committee believes this pay position is most appropriate given all the Africa Oil executives are now located in the UK (alongside a significant portion of African-focused energy companies), resulting in the UK being an important source of talent for the Company. The Committee seeks to have a pay program which is competitive with both the Canadian and UK markets, acknowledging that total pay levels among Africa Oil's UK reference group are significantly higher than pay levels of Canadian peers. With the exception of Mr. Nicodeme, who was recruited out of the London market, and notwithstanding UK pay levels, for 2019 the Committee continued to award Canadian-style compensation arrangements that include lower base salaries and greater variable pay and pay at risk relative to UK peers.

Based on the updated 2018 executive compensation benchmarking analysis, the Committee noted target compensation is within target and as such for 2019 elected:

Not to increase base salaries;
Hold STIP targets at current levels;
Maintain the weighting of the LTIP mix to 80% PSUs and 20% RSUs for Executives.

Elements of Africa Oil's Executive Compensation Program

Africa Oil's executive compensation program consists of three major components: (i) base salary, (ii) short-term incentive plan ("STIP"), and (iii) long term incentive plan ("LTIP"). The value of perquisites received by each of the Executives were not in aggregate equal to or greater than \$50,000 or 10% of the Executives' total salary for the financial year. Africa Oil does not provide its Executives with a savings plan. The Company complies with the employer pension duties in the UK in respect of Mr. Nicodeme's employment.

Executive Pay Mix

The Executives receive compensation that is both fixed (guaranteed) and variable (at-risk). The majority of our Executives' target compensation is variable, at-risk pay that is dependent upon performance relative to operational, financial, and strategic objectives approved by the Committee, as well as stock price. Over 50% of total direct compensation is delivered in the form of long-term incentives. The pay mix for our President & CEO and other Executives is as follows(1):

Component	At Risk	Objectives	Time Frame	Description
Components Total Direct Compensation (TDC)
Base Salary	No	Provide market competitive level of fixed compensation	Reviewed annually	• Only fixed component of TDC • Intended to remunerate the Executive for discharging job responsibilities • Individual Executive salary reflects level of responsibility, skills and experience

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Component	At Risk	Objectives	Time Frame	Description
Short-Term Incentive Program ("STIP")	Yes	Acknowledge progress on strategic priorities and rewards for achievement of annual performance goals	One year	Cash-based performance incentive Payout based on combination of Board-approved financial goals, operational metrics, strategic objectives, and individual performance
LTIP - Restricted Share Units	Yes	Incentivize the creation of shareholder value	Three years	Annual grants 100% of RSUs granted to non-executive directors cliff vest 3 years after the date of grant; RSUs granted to all other participants vest over 3 years (1/3 on the first, second, and third anniversary of the date of grant)
LTIP - Performance Share Units	Yes	Reward for performance and incentivizes the creation of shareholder value and alignment to the long-term strategy	Three years	Annual grants 100% cliff vest 3 years after the date of grant (0-200% of units granted) based on Board-approved operational and strategic performance measures

⁽¹⁾ The Company's Executives include the President & Chief Executive Officer, the Chief Financial Officer, the former Chief Financial Officer, the Chief Operating Officer, and the Vice President Exploration. Due to the resignation Mr. Alex Budden, Vice President External Relations, early in 2017, Mr. Mark Dingley, Vice President Operations, has become a Named Executive Officer ("NEO") for the purposes of the management information circulars commencing in 2017. The Vice President Operations reports to the Chief Operating Officer and does not participate in the LTIP. The Vice President Operations continues to participate in the Stock Option Plan as a form of long-term incentive.

CEO Compensation

The Committee understands the importance of CEO compensation in setting the standard for compensation structure for the entire organization. Nearly 80% of our CEO's total target direct compensation is "at risk".

The table below summarizes 2019 target pay levels for Keith Hill.

	Base	STIP Target		Ľ	TI Target	TDC
Year	\$	% of Salary	\$	% of Salary	\$	Target \$
2019	\$375,000	80%	\$300,000	300%	\$1,125,000	\$1,800,000

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Executive Compensation

Similar to CEO compensation, on average more than 70% of our Executive's total target compensation is "at-risk".

Below is a summary of the 2019 target pay levels among the members of Africa Oil's Executive and NEOs:

Executive	Base STIP Target		Target	LTI	Target TDC
Executive	\$	% of Salary	\$	% of Salary	\$	\$
Pascal Nicodeme ⁽¹⁾	\$491,250	70%	\$343,875	120%	\$589,500	\$1,424,625
Tim Thomas	CAD \$350,000	60%	CAD \$210,000	200%	CAD \$700,000	CAD \$1,260,000
Paul Martinez	\$282,000	50%	\$141,000	175%	\$493,500	\$916,500
Mark Dingley ⁽²⁾	\$250,000	50%	\$125,000	75%	\$187,500	\$562,500

(1) Mr. Nicodeme commenced employment as the company's CFO on October 14, 2019. Mr. Nicodeme's cash compensation was denominated in British pounds and converted to USD as follows: annual salary of £375,000, STIP of £262,500 and LTI of £450,000. These amounts were converted to USD using an FX rate of 1.31.
(2) Mark Dingley (Vice President Operations) does not participate in the LTIP (RSUs and PSUs). Stock options are granted as his long-term incentive. Mr. Dingley is the only NEO residing in Kenya, on an expatriate assignment and reports to Tim Thomas (Chief Operating Officer).

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NEO Base Salary

Base salaries are provided to NEOs to provide a fixed level of compensation. The base salary of each Executive is determined by the Committee based on an assessment of his responsibilities and consideration of competitive compensation levels for the markets in which the Company operates. In making its recommendations to the Board, the Committee also considers the particular skills and experience of the individual. Base salaries have remained unchanged since the beginning of 2016.

Executive	Position	2018 Base	2019 Base	% Change
Keith Hill	President & CEO	\$375,000	\$375,000	0%
Pascal Nicodeme(1)	Chief Financial Officer	N/A	\$491,250	0%
Ian Gibbs(2)	Former Chief Financial Officer	CAD\$375,000	CAD\$375,000	0%
Tim Thomas	Chief Operating Officer	CAD\$350,000	CAD\$350,000	0%
Paul Martinez	Vice President Exploration	\$282,000	\$282,000	0%
Mark Dingley	Vice President Operations	\$250,000	\$250,000	0%

(1) Mr. Nicodeme joined the Company in 2019, and his base salary has not changed. Mr. Nicodeme commenced employment as the company's CFO on October 14, 2019. Mr. Nicodeme's cash compensation was denominated in British pounds and converted to USD as follows: annual salary of £375,000, STIP of £262,500 and LTI of £450,000. These amounts were converted to USD using an FX rate of 1.31.
(2) Mr. Gibbs joined the Board on September 3, 2020. He ceased to be CFO on October 14, 2019. Pursuant to a CFO Transition Agreement signed with the Board on 29 August 2019, Ian Gibbs' existing RSUs, including the 2019 RSUs, remain eligible to vest in March 2020 but all RSUs scheduled to vest post 2020 will be canceled. PSUs granted in 2017 and 2018, and 22% of 2019 PSUs will continue to vest according to the LTIP.

The Executive's base salary is intended to remunerate the Executive for discharging job responsibilities and reflects the executive's performance over time. Individual salary adjustments take into account performance contributions in connection with their specific duties. The base salary of each executive officer is determined by the Committee based on an assessment of his sustained performance and consideration of competitive compensation levels for the markets in which the Company operates. The base salaries of executive officers and members of the senior management team are reviewed annually.

Short Term Incentive Plan

As a part of our Board review of executive compensation practices, the Committee introduced a more structured bonus plan and corporate performance scorecard for Executive commencing in 2016. The Committee develops bonus targets based on peer group pay practices as well as each Executive's role, responsibility and experience level. Our Executives participate in Africa Oil's STIP, which is designed to reward short-term performance relative to key financial, strategic and operational goals with an annual cash bonus.

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In early 2019, the Committee approved a new short-term corporate scorecard which was used to determine the final bonus payout for each Executive. As the key goals in the 2019 corporate scorecard required a collective effort from all Executives, there was no formal individual performance component for each Executive. Notwithstanding this, when approving final performance scores for each Executive, the Committee applied discretion to reflect the individual performance of each Executive during the year.

Actual performance bonus awards may range from 0%-200% of target levels depending on the corporate and each executive's individual performance evaluation. Accordingly, the entire STIP is considered "at risk". Performance evaluations for executives are submitted to the Board by the CEO for approval, with the exception of the CEO's performance, which is evaluated independently by the Committee. The Board reserves final judgment over all STIP payouts.

Short Term Incentive Awards - Executives

2019 Performance Highlights

The acquisition of 50% of the shares of Petrobras Oil and Gas B.V., now Prime Oil and Gas B.V. ("Prime")was successfully completed on January 14, 2020 with the Company transforming into a full-cycle E&P company with exposure to material reserves and production. The shareholding in Prime provides the Company with a balanced and cash flow generating asset portfolio and supports and complements the Lokichar development project in Kenya and AOI's exploration portfolio in Africa and Guyana
An active Prime oil price hedging program mitigates oil price risk with 95% of its 2020 production hedged at an average price of \$66.0 per barrel and 28% of its 2021 production hedged at an average price of \$60.0 per barrel
The Kenya project has seen significant advances in all aspects and AOI will continue to work closely with its partners in Kenya to progress the South Lokichar project towards a final investment decision.
The Company continued to build exposure in 2019 to three high impact exploration wells to be drilled in 2020 in South Africa (Block 11B/12B) and Namibia (Block 2913B) via its equity investments in Africa Energy Corp. and Impact Oil & Gas Limited These are significant wells that could substantially increase the value of AOI's investments in Africa Energy and Impact, in case of success.
In Guyana, we continued to support Eco Atlantic's management team as they work to progress exploration activities on the Orinduik block, which we view as a highly prospective block in one of the most attractive exploration regions worldwide.

Taking the above 2019 performance into consideration, the Compensation Committee assessed performance against the STIP scorecard as follows:

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			2019 Corporate Performance Scorecard
Component	Weighting	Assessed	Key Measures	Factors taken into consideration in assessment
Strategic Measures	60.0%	48.0%	Merger & Acquisitions Portfolio Investee Company Management to advance drilling targets Kenya: Focus on advancing/completing critical path activities on the ground in Country	Progress made in the Prime acquisition by 31st December 2019 Number of M&A opportunities pursued in 2019 Discoveries made by AOI's investment companies and 2020 prospects In Kenya, Heads of Terms signed
Finance and Administration Measures	15.0%%	10.5%%	Manage budget and costs Liquidity & Capital Resources Human resource management Manage & resolve Kenya Revenue Authority Corporate Income Tax and VAT on Farmout and other Disputes, with minimal financial impact Reach alignment with JV Partners/GOK on project financing strategy, advancing project finance on a timeline enabling agreed FID date.	2019 operator expenditures limited \$250m BTG loan raised Opening of a new office in London and relocation of executives Recruitment of a new CFO and of a IR and Commercial manager Process for a \$1.0bn project financing started with JV partners
Operational Measures	25.0%	17.50%	Kenya: Advance Upstream and Midstream FEED, ESIA, integrated land acquisition and H2O sourcing plan and contracting strategy - Work collaboratively to achieve high degree of KJV alignment on outstanding elements of subsurface interpretation Develop relationship with Prime technical team, Complete NI51-101 compliant reserve/resource report on interest in Prime Health, safety, environmental and community action plan	ESIA and FEED completed Ongoing integration with Prime personnel Appointment of new Prime CEO Full collaboration amongst the Finance & Technical teams Continued implementation of the HSE Master Action Plan
Total	100.0%	76.0%

In recognition of these accomplishments and challenges, the Executives were awarded short term incentive payouts ranging from 66% to 114% of the target payout. The Vice President Operations was awarded a short-term incentive payout of 120% of target, taking into consideration his contributions as the Company's sole expatriate employee, based in Nairobi, where his contribution to several stakeholder engagements and joint venture operations is critical to advancing the Company's interests.

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Executive	2019 Base		2019 Bonus Target Award
	\$	% of Salary	Performance Factor		Min \$	Max \$	\$	% of Target
Keith Hill	\$375,000	80%	0%	200%	Nil	\$600,000	\$342,000	114%
Ian Gibbs(1)	CAD \$375,000	53%	0%	200%	Nil	CAD \$600,000	CAD \$197,000	66%
Pascal Nicodeme(2)	\$491,250	66%	0%	200%	Nil	\$786,000	\$326,190	83%
Tim Thomas	CAD \$350,000	46%	0%	200%	Nil	CAD \$420,000	CAD \$160,000	76%
Paul Martinez	\$285,000	50% 0% 200% Nil \$285,000 \$108,000						76%
Mark Dingley	\$250,000	50%	0%	150%	Nil	\$187,500	\$150,000	120%

(1) Mr. Gibbs joined the Board on September 3, 2020. He ceased to be CFO on October 14, 2019. Pursuant to a CFO Transition Agreement signed with the Board on 29 August 2019, Ian Gibbs' existing RSUs, including the 2019 RSUs, remain eligible to vest in March 2020 but all RSUs scheduled to vest post 2020 will be canceled. PSUs granted in 2017 and 2018, and 22% of 2019 PSUs will continue to vest according to the LTIP.
(2) Mr. Nicodeme commenced employment as the company's CFO on October 14, 2019. Mr. Nicodeme's cash compensation was denominated in British pounds and converted to USD as follows: annual salary of £375,000, STIP of £262,500 and LTI of £450,000. These amounts were converted to USD using an FX rate of 1.31.

Long Term Incentive Plan

Executives, including the President and Chief Executive Officer and executive reporting directly to him, are entitled to participate in Africa Oil's LTIP (See Appendix B), which is designed to promote their long-term motivation and retention. Historically (prior to 2016), Africa Oil's LTIP consisted solely of stock options, and we believe this structure was best suited for our Company during our earlier exploration stage. However, recognizing our growth and maturity in recent years, the Compensation Committee set out to evaluate alternative long-term incentive vehicles for our executives. As a result of the compensation review done in 2015, the Committee recommended, and the Board approved, a LTIP mix for our Executives participating in the LTIP of 50% restricted share units ("RSUs") and 50% performance share units ("PSUs").

To further increase the alignment between the Executives, who participate in the LTIP, long term compensation and successful execution of the Company's strategy, the Compensation Committee and the Board have increased the weighting of the LTIP mix to 75% PSUs and 25% RSUs for Executives in 2018, and to 80% PSUs and 20% RSUs in 2019, maintained in 2020. This change better aligns our Executive to our strategic goals and long-term shareholder return in the future. Africa Oil no longer grants stock options to Executives, including the President and Chief Executive Officer and executive reporting directly to him, but continues to do so for certain key employees, including Mr. Mark Dingley, Vice President Operations. Beginning in 2016, independent directors of the Board receive an annual restricted share unit grant, while the Company's Executives receive an annual grant of both restricted and performance share units.

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Restricted Share Units and Performance Share Units

Africa Oil's long-term incentive plan was introduced in 2016 to provide Executives with long-term retention and motivation. RSUs are a notional share instrument which tracks that value of common shares. RSUs granted to Executives vest over three years (1/3 on the first, second and third anniversary of the grant date). Upon payout, RSUs may be settled in cash or treasury shares, at the Compensation Committee's and Board's discretion.

Similar to RSUs, PSUs are notional share instruments which track the value of common shares. However, PSUs are subject to additional performance conditions that serve to enhance the alignment of executives to key strategic, financial and operational milestones of the company. PSUs will cliff vest three years from the date of grant, at which point the Committee will assign a performance multiple ranging from 0% – 200%, based on actual results relative to the PSU performance scorecard (subject to Committee discretion). During the three-year term of the PSUs, the Compensation Committee will perform an interim evaluation of performance against the stated performance conditions applicable to granted PSUs. In addition, the Committee will perform a final assessment of performance over the entire three-year PSU term. To determine the final performance multiple, the Committee will provide a 20% weighting to each of the interim annual performance assessments and a 40% weighting to the overall three-year combined assessment. PSUs may be settled in cash or treasury shares, at the Compensation Committee's and Board's discretion.

The RSU and PSU plans form part of the Company's compensation risk mitigating strategy by providing a meaningful amount of total executive pay in variable compensation. These programs align the interests of the Company to those of shareholders by motivating executives to grow share price through execution of our business strategy. The Board has an oversight role for the Company's compensation risk mitigating strategy. The staggered vesting and payout schedule of annual RSU and PSU grants also creates a significant retention mechanism for our Executives.

PSU Performance Metrics

When originally determining performance metrics for the PSU plan, the Committee evaluated several alternatives, including relative total shareholder return ("TSR"). The Committee decided that relative TSR would not be an effective measure of Africa Oil's performance given the limited number of Canadian-based, international exploration and production companies that would be suitable as performance peers. The Committee instead developed a performance scorecard based on long-term strategic, financial and operational milestones suited to measure and reward long-term value creation and reflecting Africa Oil's current stage of development. The Committee retains the right to exercise discretion in assessing ultimate performance and share price performance will be taken into consideration.

The performance framework for each year's PSU grants is developed by the CEO and reviewed and approved by the Compensation Committee. The metrics chosen have been primarily focused on:

Deploying the Company's capital, via investments and mergers and acquisitions, to diversify the portfolio and add additional components (production and exploration) to create an independent, full-cycle, Africa-focused oil and gas exploration and production company;
Actions required to integrate and realise value from acquired assets, which apply to the recent acquisition of Prime;
achieving key milestones required to continue progressing development of the South Lokichar Basin (Blocks 10BB and 13T in Kenya) through a final investment decision and towards first oil.

The following table provides a summary of how performance was assessed in comparison to target for the first tranche of PSUs, which were granted in 2016 and vested in 2019. In arriving at the 45.5% assessment, the Compensation Committee and Board of Directors exercised their discretion in reducing the assessment in comparison to the results

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that would have been achieved by averaging the interim and final assessments over the three-year term of the PSUs. Factoring in the Company's 2018 year-end share price, this assessment would result in the President and Chief Executive Officer realizing approximately 26% of his LTIP PSU target on the date of grant.

		2016 Performan	nce Scorecard:
Performance Condition	Weighting	Assessment to Date	Primary Factors Affecting Interim Assessment
Farmout Completion and Resource Confirmation	37.0%	44.5%	Completion of Maersk farmout and agreement with regards to payment of \$75 million advance carry in installments during 2018
Resource Growth	20.0%	0.0%	Exploration and appraisal activities yielding below expectation results in comparison to target resource growth
Operational and Development Milestones	33.0%	1.0%	Final Investment Decision date has been deferred during evaluation period
Financial and First Oil Milestones	10.0%	0.0%	Financing plan for development has not proceeded according to projected timeline
Total	100.0%	45.5%

Interim PSU assessments were undertaken by the Compensation Committee related to the PSUs granted in 2017 and 2018 and are 43.8% and 51.8% respectively.

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The following tables provides a summary of how performance has been assessed in comparison to target for the PSUs, which were granted in 2017 and scheduled to vest in 2020. The final assessment is 30.4%. Factoring in the Company's 2019 year-end share price, this assessment would result in the President and Chief Executive Officer realizing approximately 8% of his LTIP PSU award on the date of grant.

	2017 PSU Final Performance Scorecard:
Performance Weighting Condition		Assessment	Primary Factors Affecting Interim Assessment
Resource growth	20.0%	0.0%	2P reserves + 2C resources target not achieved
Resource Certainty: increase in 1P reserves / 1C resources	20.0%	0.0%	1P reserves + 1C resources target not achieved
Final Investment Decision on South Lokichar Development	20.0%	0.0%	Preparing and working towards Final Investment Decision date has been deferred during evaluation period
Midstream Development Concept: Achieve JV Alignment	17.5%	13.1%	Partners now aligned on a development concept (oil export via pipeline to Lamu) and prepare FID for end 2020
Reach First Oil from South Lokichar Without Additional Equity Financing	17.5%	4.4%	Debt market sounded to fund the pipeline construction. Depending on final size of financing, there might be a requirement for equity financing.
Evaluate Growth and Risk Management Strategy	5.0%	4.0%	Strategy analysed and governed by the Board and management team
Total	100.0%	21.5%
Year 1 assessment		58.3%
Year 2 assessment		29.3%
Year 3 assessment		21.5%
Overall assessment		21.5%
Average assessment		30.4%

Interim PSU assessments have also been undertaken by the Compensation Committee related to the PSUs granted in 2018 and 2019 and are 35.9% and 90.5% respectively.

2019 LTIP Grants

Per the Company's updated pay philosophy, the Committee developed 2019 LTIP targets having considered peer group pay practices as well as each executive's role, responsibility and experience level. In 2019, Africa Oil granted our Executives RSUs and PSUs in line with their target LTIP. These RSU and PSU grants served to both motivate the executive toward increasing share value and to enable the executive to share in the future success of the Company.

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					2019 LTIP
		Target			Award
Executive	2019 Base	% of Salary	\$	Stock Options (#)	PSUs (#)(3)	RSUs (#)(3)	\$
Keith Hill	\$375,000	300%	\$1,125,000	Nil	1,081,800	270,400	\$1,125,000
Ian Gibbs	CAD\$375,000	220%	CAD\$825,000	Nil	130,812(1)	49,533(1)	CAD\$825,000
Pascal Nicodeme	\$491,250(2)	120%	\$589,500	Nil	128,000(2)	32,000(2)	\$589,500
Tim Thomas	CAD\$350,000	200%	CAD\$700,000	Nil	504,500	126,100	CAD\$700,000
Paul Martinez	\$282,000	175%	\$493,500	Nil	474,500	118,600	\$493,500
Mark Dingley	\$250,000	75%	\$187,500	464,000	Nil	Nil	Nil

(1) Mr. Gibbs joined the Board on September 3, 2020. He ceased to be CFO on October 14, 2019. Pursuant to a CFO Transition Agreement signed with the Board on 29 August 2019, Ian Gibbs' existing RSUs, including the 2019 RSUs, remain eligible to vest in March 2020 but all RSUs scheduled to vest post 2020 will be canceled. PSUs granted in 2017 and 2018, and 22% of 2019 PSUs will continue to vest according to the LTIP.
(2) PSUs and RSUs awarded to Pascal Nicodeme on 19 November 2020 at an award share price of C\$1.20/sh and FX of 1.7070 C\$/£. Mr. Nicodeme commenced employment as the company's CFO on October 14, 2019. Mr. Nicodeme's cash compensation was denominated in British pounds and converted to USD as follows: annual salary of £375,000, STIP of £262,500 and LTI of £450,000. These amounts were converted to USD using an FX rate of 1.31.
(3) PSUs and RSUs awarded to all executives, with the exception of Pascal Nicodeme, were awarded on March 16, 2019 at an award share price of C\$1.11 and FX of US\$1.00 = CAD\$1.33.

Pascal Nicodeme (Chief Financial Officer), Tim Thomas (Chief Operating Officer) and Paul Martinez (Vice President Exploration) report directly to Keith Hill (President and Chief Executive Officer) and participate in the LTIP (RSUs and PSUs). Ian Gibbs (Former CFO) reported directly to Keith Hill (President and Chief Executive Officer) until 14 October 2019 and participated in the LTIP (RSUs and PSUs) in 2019. Mark Dingley, Vice President Operations reports to Tim Thomas (Chief Operating Officer), is the only NEO continuing to receive stock options.

Performance Graph

The following graph illustrates Africa Oil's five-year cumulative shareholder return, as measured by the closing price of the Company's common shares at the end of each financial year, assuming an initial investment of C\$100 on December 31, 2014, compared with the S&P/TSX Composite Index, S&P TSX Capped Energy Index, and S&P/TSX Oil and Gas Exploration and Production Index, assuming the reinvestment of dividends where applicable.

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				S&P/TSX Oil and Gas
December 31	AOI-TSX	S&P/TSX Index	S&P/TSX Capped	Exploration and Production
2014	\$	\$	\$	\$
	100.00	100.00	100.00	100.00
2015	\$	\$	\$	\$
	83.40	88.91	73.22	65.39
2016	\$	\$	\$	\$
	110.37	104.48	99.91	99.72
2017	\$	\$	\$	\$
	58.92	110.78	87.29	84.34
2018	\$	\$	\$	\$
	44.81	97.88	62.36	54.33
2019	\$	\$	\$	\$
	48.55	116.61	66.02	57.57

The Compensation Committee and Board are committed to ensuring Africa Oil's compensation program for its Executives is aligned with the growth and maturity of the Company, while also considering the experience of our shareholders. Africa Oil revamped the Executive compensation program in 2016, transitioning from stock options to full-value shares as a form of long-term incentive, and adjusting pay levels and pay mix to better reflect a company of our size and stage of development. By providing a significant portion of our Executive pay in the form of equity-based compensation, the take home pay of our Executives has been better aligned with Africa Oil's share price performance. As described above, equity-based compensation expense has decreased dramatically since revamping the Executive compensation program. Just as shareholder return has been below expectation in the years since implementing the executive compensation program (December 31, 2019 share price approximately 49% of December 31, 2014 share price), both LTIP and STIP awards to Executives have been below expectation.

Since the revamping of the Executive compensation program in 2016, the CEO's realized compensation has ranged between 40% and 63% of his Target Total Direct Compensation. The other Executives' realized compensation, over the same period, has ranged between 42% and 61% of Target Total Direct Compensation.

For full details of our revised compensation program, see the "Compensation Discussion and Analysis" section of this Circular.

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Executive Compensation - Summary Compensation Table

The following table sets forth, for the last three (3) financial years, the compensation paid by the Company to the Executives and NEOs for services rendered. All currency values are in US dollars for reporting purposes.

Name and	Name and principal Year		Option- based	Share- based	Non-equit plan com (\$	pensation	All other	Total
position	rear	Salary ⁽¹⁾	awards ⁽²⁾	awards ⁽³⁾	Annual incentive plans ⁽⁴⁾⁾	Long-term incentive plans	compensation ⁽⁵⁾⁽⁶⁾	compensation
Keith Hill	2019	375,000	nil	1,125,000	342,000	nil	112,869	1,954,869
President & CEO	2018	375,000	nil	1,125,000	270,000	nil	26,688	1,796,688
	2017	375,000	nil	1,125,000	150,000	nil	26,688	1,139,292
lan Gibbs ⁽⁷⁾	2019	188,409	nil	427,080	152,041	nil	3,631	771,161
Chief Financial Officer	2018	289,419	nil	630,383	208,382	nil	3,537	1,131,720
0,,,,,,,	2017	288,777	nil	619,575	94,349	nil	3,510	708,037
Pascal Nicodeme ⁽⁸⁾ Chief Financial Officer	2019	101,563	nil	148,682	323,700	nil	nil	573,945
Tim Thomas	2019	263,773	nil	524,650	123,485	nil	16,445	928,353
Chief Operating Officer	2018	270,124	nil	534,870	135,834	nil	7,086	947,914
	2017	269,525	nil	525,700	60,384	nil	7,042	609,657
Paul Martinez	2019	285,000	nil	493,500	108,000	nil	84,015	970,515
Vice President Exploration	2018	282,000	nil	493,500	83,763	nil	6,762	866,025
	2017	282,000	nil	493,500	53,407	nil	6,728	592,749
Mark Dingley ⁽⁹⁾	2019	250,000	98,483	nil	150,000	nil	199,777	698,260
Vice President Operations	2018	250,000	98,483	nil	150,000	nil	198,088	696,571
·	2017	250,000	78,752	nil	83,000	nil	153,418	565,170

(1) Salaries for the Executives and NEOs are paid in Canadian dollars or Pound Sterling and converted to United States dollars for reporting purposes, except for Mr. Hill, Dr.Martinez, and Mr. Dingley whose salary is denominated in USD.
(2) These amounts represent the value of stock options granted to the respective Executive or NEO. The fair value of each option granted is estimated on the date of grant using the Black-Scholes options pricing model taking into account the following assumptions on a weighted average basis: (i) risk-free interest rate (%); (ii) expected life (years); and (iii) expected volatility (%). This is consistent with the accounting values used in the Company's financial statements. The dollar amount in this column represents the total value ascribed to the stock options; however, all of these stock options are subject to vesting as to one-third on the date of grant, one-third one year from the date of grant and the remaining one-third two years from the date of grant.
(3) These amounts represent the fair value of RSUs and PSUs granted to the respective NEOs, on the grant date. PSUs are notional share instruments which track the value of the common shares and are subject to non-market performance conditions related to key strategic, financial and operational milestones. PSUs cliff vest three years from the date of grant, at which time the Board of Directors will assign a performance multiple ranging from nil to two hundred percent to determine the ultimate vested number of PSUs. PSUs may be settled in shares issued from treasury or cash, at the discretion of the Board of Directors. The Company accounts for PSUs as equity-based awards

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whereby the estimated fair value of the grant is expensed evenly throughout the remaining vesting period. RSUs are notional share instruments which track the value of the common shares. RSUs granted to Executives vest over three years (1/3 on the first, second and third anniversary of grant). RSUs may be settled in shares issued from treasury or cash, at the discretion of the Board of Directors. The Company accounts for RSUs as cash settled awards whereby the estimated fair value of the grant is expensed evenly throughout the remaining vesting period.

(4) Annual short-term incentive plan payments earned and paid during the year.
(5) Amounts reflected under this column typically consist of benefits such as life insurance premiums, parking benefits, and the payment of living expenses related to long-term foreign assignment.
(6) Included in "All other compensation" for Keith Hill, Tim Thomas and Paul Martinez are housing benefits which commenced during 2019. The housing benefit for Keith Hill was \$62,000, the housing benefit for Tim Thomas was \$8,300 and the housing benefit for Paul Martinez was \$61,000.
(7) Mr. Gibbs joined the Board on September 3, 2020. He ceased to be CFO on October 14, 2019. Pursuant to a CFO Transition Agreement signed with the Board on 29 August 2019, Ian Gibbs' existing RSUs, including the 2019 RSUs, remain eligible to vest in March 2020 but all RSUs scheduled to vest post 2020 will be canceled. PSUs granted in 2017 and 2018, and 22% of 2019 PSUs will continue to vest according to the LTIP.
(8) Mr. Nicodeme commenced employment as the company's CFO on October 14, 2019. Mr. Nicodeme's cash compensation was denominated in British pounds and converted to USD as follows: annual salary of £375,000, STIP of £262,500 and LTI of £450,000. These amounts were converted to USD using an FX rate of 1.31.
(9) The Company's Executives include the President & Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, and the Vice President Exploration. Due to the resignation of Mr. Alex Budden, Vice President External Relations, and a former Executive and NEO of the Company, early in 2017, Mr. Mark Dingley, Vice President Operations, became an NEO for the purposes of management information circulars commencing in 2017. However, Mr. Dingley is not considered an Executive of the Company, and does not participate in the LTIP. Mr. Dingley is an expatriate employee on a work assignment based in Kenya. As part of Mr. Dingley's expatriate compensation package, the Company pays for certain Kenyan living expenses including housing, automobile, housing utilities. The housing benefit included under "All other compensation" was \$74,000 in 2019 (\$91,000 in 2018, and \$78,000 in 2017).

Other than as set out above, no perquisites have been included as they do not reach the prescribed threshold of the lesser of CAD\$50,000 or 10% or more of total salary for the financial year.

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Outstanding Option and Share-Based Awards

The following table sets out all of the awards outstanding for each Executive and NEO at the end of the most recently completed financial year:

		Option-ba	ased Awards			Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price (CAD\$)	Option expiration date (Y/M/D)	Value of unexercised in-the- money options (\$)(1)	Number of PSUs that have not vested (#)	Market or payout value of PSUs that have not vested (\$)(2)	Market or payout value of vested PSUs not paid out or distributed (\$)	Number of RSUs that have not vested (#)	Market or payout value of RSUs that have not vested (\$)(3)	Market or payout value of vested RSUs not paid out or distributed (\$)
Keith C.					2019:			2019:
Hill President and Chief Executive	575,000	\$2.48	2020/01/23	-	1,081,800 2018: 869,500	814,530 303,196	nil nil	270,400 2018: 193,200	243,572 152,951	nil nil
Officer					2017:			2017:
Pascal					345,200	129,769	nil	115,067	103,650	nil
Nicodeme Chief Financial Officer	-	-	-	-	2019: 128,000	107,646	nil	2019: 32,000	28,825	nil
Tim Thomas					2019: 504,500	379,858	nil	2019: 126,100	113,589	nil
Chief Operating Officer	500,000	\$2.25	2020/03/12	-	2018: 413,400	144,153	nil	2018: 91,867	82,752	nil
-33					2017: 161,300	60,636	nil	2017: 50,467	45,460	nil
Paul Martinez					2019: 474,500	357,270	nil	2019: 118,600	106,833	nil
Vice President	360,000	\$2.48	2020/01/23	-	2018: 381,400	132,995	nil	2018: 84,733	76,326	nil
Exploration					2017:	56 015	nil	2017:	45 460	nil
Mark Dingley	464,000	\$1.15	2024/12/12	7,145	151,400	56,915 -	nil	50,467	45,460 -	nil nil
Vice	486,000	\$1.06	2023/12/18	41,161	_	_	nil	_	_	nil
President Operations	160,000	\$1.38	2022/12/19	-	-	-	nil	-	-	nil
	265,000	\$2.12	2021/12/16	-	-	-	nil	-	-	nil
	264,000	\$1.99	2020/12/22	-	-	-	nil	-	-	nil
	200,000	\$2.48	2020/01/23	-	-	-	nil	-	-	nil

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(1) Calculated using the closing price of the common shares on the Toronto Stock Exchange on December 31, 2019 of CAD\$1.17 and subtracting the exercise price of in-the-money stock options. As at December 31, 2019, these stock options had not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the common shares on the date of exercise.
(2) PSUs granted to Executives are notional share instruments which track the value of the common shares and are subject to non-market performance conditions related to key strategic, financial and operational milestones. PSUs cliff vest three years from the date of grant, at which time the Board of Directors will assign a performance multiple ranging from nil to two hundred percent to determine the ultimate vested number of PSUs. A one to one ratio was used for the purpose of this valuation.
(3) Calculated using the closing price of the common shares on the Toronto Stock Exchange on December 31, 2018 of CAD\$1.08 multiplied by the number of outstanding RSUs. RSUs granted to Executives vest over three years (1/3 on the first, second and third anniversary of grant).

Incentive Plan Awards

The following table sets forth details of the value vested or earned for all incentive plan awards in 2019 by each Executive or NEO:

Name	Option- based awards – Value vested during the year (\$)(1)	Share-based awards - Value vested during the year (\$)(2)	Non-equity incentive plan compensation - Value earned during the year (\$)
Keith C. Hill
President & Chief Executive Officer	Nil	312,922	Nil
lan Gibbs ⁽³⁾
Chief Financial Officer	Nil	227,627	Nil
Pascal Nicodeme
Chief Financial Officer	Nil	Nil	Nil
Tim Thomas
Chief Operating Officer	Nil	193,224	Nil
Paul Martinez
Vice President Exploration	Nil	95,938	Nil
Mark Dingley
Vice President Operations	Nil	Nil	Nil

(1) Calculated using the closing price of the common shares on the Toronto Stock Exchange on the dates on which stock options vested during the financial year ended December 31, 2019 and subtracting the exercise price of in-the-money stock options.
(2) This represents the amount paid upon vesting of RSUs and PSUs. No amounts realized upon vesting have been deferred.
(3) Mr. Gibbs joined the Board on September 3, 2020. He ceased to be CFO on October 14, 2019. Pursuant to a CFO Transition Agreement signed with the Board on 29 August 2019, Ian Gibbs' existing RSUs, including the 2019 RSUs, remain eligible to vest in March 2020 but all RSUs scheduled to vest post 2020 will be canceled. PSUs granted in 2017 and 2018, and 22% of 2019 PSUs will continue to vest according to the LTIP.

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Termination and Change of Control Benefits

All Executives have employment agreements with the Company, which provide protection to the employee in the event of termination without cause. The following chart sets out the quantum of notice of termination or payment in lieu for each agreement.

Name	Notice
Keith C. Hill	One year
Pascal Nicodeme	Six months
Tim Thomas	One Year
Paul Martinez	One Year

The Former Chief Financial Officer, Ian Gibbs, had an agreement in place with a one-year termination without cause provision.

The Executives are also entitled to a notice amount in the event of a "Change of Control" which results in their termination or resignation. Mr. Hill is entitled to resign within 180 days of such change of control. The outstanding incentive stock option awards, RSUs and PSUs in the Company for Mr. Hill, Mr. Thomas, and Mr. Martinez would fully vest and become immediately exercisable upon a change of control occurring.

The agreement with Mr. Hill provides that a change of control is deemed to occur if: (i) there is a direct or indirect sale or transfer of beneficial ownership of all or substantially all of the assets of the Company ; (ii) there is a consolidation, merger, amalgamation or similar transaction as a result of which shareholders of the Company prior to the transaction hold less than fifty percent (50%) of the outstanding shares after completion of the transaction; or (iii) there is a sale or transfer of beneficial ownership to an acquirer of: (A) securities of the Company possessing more than fifty (50%) of the combined voting power; or (B) the right to appoint a majority of the Company's Board, as a result of which a majority of the Board elected at the next shareholders' meeting are non-incumbent directors who are nominees of such acquirer.

The agreement with Mr. Nicodeme provides that a change of control means the sale of Africa Oil Corp. or a controlling interest in all or substantially all of its assets; or there is a change of control in the Company, being a successful take-over of the Company. Mr. Nicodeme will not qualify for the Change of Control Payments if he is offered a suitable role within 90 days of the change of control. If he rejects a suitable role offered to him within 90 days he will not qualify for the change of control notice amount.

The table below provides the compensation that would have been paid to each Executive if any of them had been terminated without cause or terminated without cause in the event of a change of control on December 31, 2019.

Name	Terminated without cause notice amount	Change of control notice amount	Value of outstanding incentive stock option awards, RSUs and PSUs	Additional Amounts	Total
Keith C. Hill	\$375,000	\$750,000	\$1,058,102	\$50,860	\$2,233,962
Pascal Nicodeme	\$245,625	\$491,250	\$136,471	Nil	\$873,346
Tim Thomas	CAD\$350,000	CAD\$700,000	\$493,447	Nil	CAD\$1,690,924
Paul Martinez	\$282,000	\$564,000	\$464,103	Nil	\$1,310,103

Mr. Gibbs, the Former Chief Financial Officer, joined the Company's board of directors on September 3, 2019, and he resigned from his role as the Chief Financial Officer of the Company on October 14, 2019. See Executive Compensation - Summary Compensation Table (p.42) for his 2019 compensation.

In accordance with the Company's Stock Option Plan, Mr. Dingley's outstanding incentive stock option awards in the Company would fully vest and become immediately exercisable upon a change of control occurring (valued at \$48,306

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as at December 31, 2019). For Mr. Dingley, a "change of control" is deemed to occur if there is a successful take-over of the Company.

Compensation Oversight, Governance and Risk Management

The Company's executive compensation program is administered by the Compensation Committee of the Board. Risk management is a primary consideration of the Compensation Committee when implementing its compensation program. It does not believe that its compensation program results in unnecessary or inappropriate risk-taking including risks that are likely to have a material adverse effect on the Company.

The Company's directors and executive officers are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the director or officer.

Clawback Policy

The Company's Board has adopted a clawback policy that will apply to all incentive payments awarded on or after January 1, 2016, including bonus payments, stock options, and PSU awards. The clawback policy will apply to the CEO and CFO of the Company, and provides the Board discretion to recover any or all incentive compensation that would have otherwise not been paid if the Board determines that:

a) There has been a material misstatement in the Company's financial statements resulting in the awarding of more PSUs and/or options, or the awarding of a larger bonus than would have otherwise occurred; and
b) The participant engaged in gross negligence or intentional misconduct, fraud or other misconduct or willful act engaged in by the applicable executive which resulted in the financial restatement by the Company.

The actual clawback of incentive awards, if any, will be at the sole discretion of the Board. The Board will have up to a one-year period following the date the incentive payment is settled to enforce the clawback policy, if necessary.

Appointment and Role of Compensation Consultants

Following concerns raised by shareholders and proxy advisors in 2015 regarding Africa Oil's compensation practices, and the failure to receive shareholder approval of the Company's Previous Stock Option Plan at the annual general meeting, the Compensation Committee engaged the services of Hugessen Consulting Inc. ("Hugessen"). As an independent advisor, Hugessen supports the Committee by providing independent insight.

Hugessen's mandate involved an initial diagnostic review of Africa Oil's pay and pay governance practices. The results of these findings lead to a redesign of Africa Oil's compensation plans, including:

Development of compensation peer groups (Canadian peers and UK reference peers)
Benchmarking of pay levels for Executive Officers, and non-executive directors of Africa Oil, relative to compensation peers and development of a formal pay structure
Design and implementation of incentive plans, including Long Term Incentive Plan
Support with implementation of pay governance policies, including share ownership guidelines, say on pay, and clawback provisions

The Compensation Committee reviews information and advice provided by Hugessen, among other factors, in making its executive compensation decisions. The Committee also has the authority to hire and fire its independent advisor and reviews Hugessen's performance regularly.

Compensation Consultant Fees

The table below summarizes all fees paid to Hugessen, our compensation consultant, in 2018. At no time prior to engaging Hugessen has any other compensation consultant or advisor been retained by Africa Oil.

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Executive / Director	Year	Consultant	Fees
Compensation Related Fees	2019	Hugessen Consulting	\$32,908

Equity Compensation Plan

Compensation plans under which equity securities of the Company are authorized for issuance, at the fiscal year ended December 31, 2019, are aggregated as follows:

Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under the Plan (excluding securities reflected in column (a))
		(CAD\$)
Equity Compensation Plans approved by securityholders
• Stock Option Plan • Long Term Incentive Plan	13,640,500 18,256,682	\$1.75 N/A	2,852,005 10,334,975
Equity Compensation Plans not approved by securityholders	N/A	N/A	N/A
Total	31,897,182		13,186,980

Security-Based Award Burn Rate for the Last Three Years

Pursuant to the TSX rules, the Company is required to calculate and disclose the annual "burn rate" of its security-based awards for the three most recently completed financial years. The annual burn rate is equal to the number of options granted in the applicable year, divided by the weighted average number of shares outstanding in that year, expressed as a percentage. The Company's average burn rate over the last three financial years is 0.44%.

	2019	2018	2017
Options Granted	3,277,000	1,966,000	1,191,500
Weighted average number of shares outstanding	471,076,199	468,045,570	456,603,586
Burn rate	0.69%	0.42%	0.20%

Management Contracts

Other than as disclosed herein, management functions of the Company and its subsidiaries are performed by directors, executive officers or senior officers of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

Interest of Informed Persons in Material Transactions

None of the insiders of the Company or any proposed nominee for election as director, nor any associate or affiliate of said persons has had any material interest, direct or indirect, in any transaction, which has materially affected or will materially affect the Company or any of its subsidiaries during the fiscal year ended December 31, 2019.

Additional Information

Additional information relating to the Company is available on SEDAR under the Company's profile at www.sedar.com. Financial information regarding the Company is provided in the consolidated annual financial statements and related management's discussion and analysis ("MD&A") for its most recently completed financial year.

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Copies of the consolidated financial statements and related MD&A, as well as a copy of the Company's AIF for the fiscal year ended December 31, 2019, may be accessed on the Company's website at www.africaoilcorp.com or shareholders may contact the Company to request copies of the consolidated financial statements, MD&A and AIF, as follows:

e-mail: [email protected]

telephone: 604-689-7842

mail: Africa Oil Corp. - Attn: Investor Relations

Suite 2000, 885 West Georgia Street

Vancouver, B.C., V6C 3E8

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APPENDIX A BOARD OF DIRECTORS' MANDATE

The following is a description of the mandate and responsibilities of the Board of Directors (the "Board") of Africa Oil Corp. (the "Company"):

a. The principal responsibilities of the Board are to supervise and evaluate management, to oversee the conduct of the Company's business, to set policies appropriate for the business of the Company and to approve corporate strategies and goals. The Board is to carry out its mandate in a manner consistent with the fundamental objective of enhancing shareholder value, and to ensure the Company meets its obligations on an ongoing basis and that the Company operates in a safe manner.
b. The Board has the responsibility to identify and understand the principal risks of the business in which the Company is engaged and to ensure there are systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Company.
c. Certain responsibilities of the Board referred to herein may be delegated to committees of the Board. The responsibilities of those committees will be as set forth in their mandates, as amended from time to time. Any responsibility not delegated to management or a committee of the Board remains with the Board.
d. In discharging its duty of stewardship over the Company, the Board expressly undertakes the following specific duties and responsibilities:
i. adopting, supervising and providing guidance on the Company's strategic planning process including, reviewing on at least an annual basis, a strategic plan which takes into account the opportunities and risks of the Company's business and annual approval of annual capital and operating budgets which support the Company's ability to meet its strategic objectives;
ii. managing the Board's own affairs, including planning its composition and size, nominating candidates for election to the Board, appointing committees, determining director compensation and assessing the effectiveness of the Board, committees and directors in fulfilling their responsibilities;
iii. reviewing executive performance at least annually against agreed upon written objectives and approve decisions relating to senior management, including appointment and discharge, compensation and benefits, employment contracts, termination and other special arrangements with executive officers or other employee groups;
iv. identifying the principal risks of the Company's business and ensuring the implementation of appropriate risk management systems;
v. ensuring that the Company has executives and management of the highest caliber and integrity and maintaining adequate and effective succession planning for senior management;
vi. placing limits on management's authority;

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vii. approve and monitor compliance with all significant policies and procedures by which the Company is operated and review any significant new corporate policies or material amendments to existing policies;
viii. approve material divestitures, acquisitions, financings, changes in authorized capital, issue and repurchase of units, issue of debt securities, listing of units or other securities, issue of commercial paper and related prospectuses or the commencement or settlement of litigation that may have a material impact on the Company;
ix. approve annual and quarterly financial statements and other disclosure documents required by regulatory law and the release thereof by management and ensure the timely reporting of any other developments that have a significant and material impact on the value of the Company;
x. ensure financial results are reported fairly and in accordance with applicable accounting principles and financial reporting standards;
xi. overseeing the integrity of the Company's internal control and management information systems;
xii. overseeing the Company's effective and timely communication processes with its shareholders and with the public generally; and
xiii. direct management to ensure legal requirements have been met, and documents and records have been properly prepared, approved and maintained.
e. The Board's independent directors shall meet without management and non-independent directors present on at least a quarterly basis. If a Lead Director has been appointed, such meetings of the independent directors will be presided over by the Lead Director.

Composition

At least two-thirds of directors comprising the Board must qualify as independent directors. Any future expansion of the Board will be targeted to maintain two-thirds of the directors as independent.

Outside Advisors and Fulfilling Responsibilities

A director may, with the prior approval of the Chairman of the Board, engage an outside advisor at the reasonable expense of the Company, where such director and the Chairman of the Board determine that it is appropriate in order for such director to fulfill his or her responsibilities, provided that the advice sought cannot properly be provided through the Company's management or through the Company's advisors in the normal course. If the Chairman of the Board is not available in the circumstances, or determines that it is not appropriate for such director to so engage outside counsel, the director may appeal the matter to the Corporate Governance and Nominating Committee, whose determination shall be final.

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APPENDIX B SUMMARY OF EQUITY PLAN TERMS

Long Term Incentive Plan

The following summarizes the key terms of the LTIP as adopted by the Board. Capitalized terms used in the summary of the LTIP below that are not otherwise defined herein, shall have the meanings given to such terms in the LTIP.

Administration. The Board will administer the LTIP and has the right to delegate the administration and operation of the LTIP, in whole or in part, to a committee of the Board.

Awards Available for Grant. Pursuant to the LTIP, the Board may grant restricted share units ("RSUs") and performance share units ("PSUs") and any combination of the foregoing.

Eligible Participants. As designated by the Board, RSUs and PSUs may be granted to any officer, director or employee of the Company or a Consultant of the Company or any Affiliates and any such person's personal holding company.

Number of Shares. The maximum number of shares which may be reserved for issuance under the LTIP in respect of grants of RSUs and PSU to Eligible Participants, and for dividend-equivalent payments in respect thereof, cannot exceed 18,256,682 shares. As of December 31, 2018, there were 2,553,960 RSUs and 3,880,500 PSUs outstanding under the LTIP, representing, in aggregate, 35.2% of the maximum number of shares reserved for issuance. There are 11,822,222 shares available, being 64.8% of the maximum number of shares reserved for issuance under the LTIP.

Participation Limits. Unless the Company has received requisite shareholder approval, under no circumstances shall the LTIP, together with all other share compensation arrangements of the Company, result, at any time, in: (i) the aggregate number of shares reserved for issuance to insiders (as a group) at any point in time exceeding 10% of the Company's issued and outstanding shares; (ii) the issuance to insiders (as a group), within a one-year period, of an aggregate number of shares exceeding 10% of the Company's issued and outstanding shares; (iii) the aggregate number of shares reserved for issuance to all non-employee directors of the Company exceeding 1% of the Company's issued and outstanding shares; or (iv) the grant to any individual non-employee director of the Company of more than CAD\$150,000 worth of shares annually.

Subject to compliance with the foregoing limitations, the LTIP does not provide for a maximum number of shares which may be issued to an individual pursuant to the LTIP.

Vesting. Each Grant Agreement will describe the vesting dates for RSUs and PSUs. The Company intends that for nonexecutive directors, RSUs will cliff vest three years after the date of grant and for all other participants, RSUs will have ratable vesting over three years. PSUs will cliff vest three years after the date of grant.

Term and Settlement. RSUs and PSUs will be settled on the first business day following the applicable vesting date but in all events in the calendar year in which such first business day occurs. RSUs and PSUs will be settled by the Company in shares issued from treasury, unless the Participant elects to settle in cash in which case the cash payment will be determined by the number of shares the Participant would be eligible to receive multiplied by the Market Value. The Company has the right to override the Participant's election and settle such RSUs or PSUs in shares issued from treasury.

Cessation. Unless otherwise provided in the applicable Grant Agreement, if a Participant ceases to be an Eligible Person due to his or her termination or resignation without good reason, any unvested Units held by that Participant shall expire. The expiration of a Unit renders it void and incapable of settlement.

If the Participant ceases to be an Eligible Person because of a resignation with good reason or his or her death, then any unvested Units held by that Participant will immediately vest and become available for settlement. If the Participant

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ceases to be an Eligible Person because of his or her retirement, such Participant will continue to participate in the LTIP as if the Participant continued to be actively employed with the Company. If the Participant ceases to be an Eligible Person because of a disability, all unvested Units held by such Participant will vest based on a pro-rated amount of months between the date of grant and the termination date and be settled in accordance with the LTIP. In respect of PSUs, the Board will calculate the actual performance criteria for the purposes of settlement.

Assignability. In no event may the Units under the LTIP be assigned or transferred in any way, except to the extent such Units may pass to a beneficiary or legal representative upon death of a participant.

Amendments. The Board may amend, revise or discontinue the terms and conditions of the LTIP in its sole discretion subject to certain limitations under the LTIP. The Board may, from time to time, in its discretion and without the approval of shareholders, make changes to the LTIP which do not require shareholder approval, which may include an amendment that: (i) is necessary to comply with any applicable law or any requirement of a stock exchange; (ii) is in respect of the administration of or eligibility for participation in the LTIP; (iii) is to alter, extend or accelerate the vesting or settlement terms of any Unit; or (iv) is of a "housekeeping nature", including those which are made to clarify the meaning of an existing provision of the LTIP, is to correct or supplement any provision of the LTIP that is inconsistent with any other provision of the LTIP, correct any grammatical or typographical errors or amend the definitions in the LTIP regarding administration of the LTIP.

The Board may not amend the LTIP without approval from the shareholders if any applicable law, or stock exchange rule, regulation or policy, requires that the amendment be approved by the shareholders. Shareholder approval of an amendment to the LTIP is specifically required where the amendment: (i) increases the maximum number of shares issuable under the LTIP; (ii) alters the participation limits for insiders or non-employee directors; (iii) extends the time for which a Unit expires beyond its original expiry date; (iv) permits the assignment or transfer of a unit other than for normal estate settlement purposes; or (v) amends the amendment provisions of the LTIP.

Market Value. Market Value means, in relation to a share, the volume weighted average trading price of the share on the Toronto Stock Exchange (the "TSX") for the five immediately preceding trading days.

Adjustments. The LTIP provides that appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization, or other change of shares, consolidation, distribution, merger or amalgamation, in order to maintain the participant's economic rights in respect of their units in connection with such change in capitalization.

Dividend Equivalents. If a dividend becomes payable by the Company on its shares, participants will be entitled to be credited with dividend equivalent payments in the form of additional RSUs and/or PSUs, as applicable, which additional units will be settled at the same time that the underlying RSUs and/or PSUs, as applicable, are settled.

Black-out period. A Participant that receives shares in satisfaction of a Unit during a black-out period may not sell or otherwise dispose of those shares during the black-out period. If a Participant chooses to receive cash on the settlement of Units and the settlement date falls during a black-out period, then the Cash Equivalent will be calculated with a Market Value on the date that is seven days following the date the relevant black-out period is lifted, terminated or removed.

Change of Control. In the event of a change of control transaction in which there is an acquiring or surviving entity, the Board may provide for substitute or replacement units of similar value from the acquiring or surviving entity or one or more of its subsidiaries. In addition, if a participant is terminated without cause or resigns with good reason, within twelve months following a change of control, unvested Units or replacement equivalents become fully vested. In addition, on a change of control, the Market Value of a share underlying a Unit will be determined on the date of the change of control and such Unit will convert into the entitlement to receive a cash payment in accordance with the terms of the LTIP.

Clawback. The Board has adopted a clawback policy that will apply to all incentive payments awarded on or after January 1, 2016, including bonus payments, stock options, and PSU awards. The clawback policy will apply to the CEO and CFO of

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the Company, and provides the Board discretion to recover any or all incentive compensation that would have otherwise not been paid if the Board determines that: (i) there has been a material misstatement in the Company's financial statements resulting in the awarding of more PSUs and/or options, or the awarding of a larger bonus than would have otherwise occurred; and (ii) the participant engaged in gross negligence or intentional misconduct, fraud or other misconduct or willful act engaged in by the applicable executive which resulted in the financial restatement by the Company. The actual clawback of incentive awards, if any, will be at the sole discretion of the Board. The Board will have up to a one-year period following the date the incentive payment is settled to enforce the clawback policy, if necessary.

Stock Option Plan

The following summarizes the key terms of the Stock Option Plan, approved by shareholders on April 19, 2016. Capitalized terms used in the summary of the Stock Option Plan below that are not otherwise defined herein, shall have the meanings given to such terms in the Stock Option Plan.

Commencing in 2016, stock options are no longer awarded to NE directors and Executives.

Administration. The Board will administer the Stock Option Plan and has the right to delegate the administration and operation of the Stock Option Plan, in whole or in part, to a committee of the Board.

Eligible Participants. As designated by the Board, options may be granted to any employees, directors, officers and consultants of the Company and its Affiliates.

Number of Shares. The Stock Option Plan provides that that the shares reserved for issuance under the Stock Option Plan shall not exceed 3.5% of the total number of shares issued and outstanding from time to time. The share reserve has been reduced from the 5% share reserve, which was previously approved at the Company's 2016 AGM. Should the proposed amendment, to reduce the share reserve for issuance under the Stock Option Plan from 5% to 3.5% be approved by shareholders, a balance of 5,613,200 shares, representing 1.2% of the number of issued and outstanding shares will potentially be issuable under the Stock Option Plan.

Participation Limits. Unless the Company has received requisite shareholder approval, under no circumstances will the Stock Option Plan, together with all other share compensation arrangements of the Company, result, at any time, in: (i) the aggregate number of shares reserved for issuance to insiders (as a group) at any point in time exceeding 10% of the Company's issued and outstanding shares; (ii) the issuance to insiders (as a group), within a one-year period, of an aggregate number of shares exceeding 10% of the Company's issued and outstanding shares; (iii) the aggregate number of shares reserved for issuance to all non-employee directors of the Company exceeding 1% of the Company's issued and outstanding shares; or (iv) the annual grant to any individual non-employee director of the Company under all share Compensation Arrangements exceeding a grant value of CAD\$100,000 in options or CAD\$150,000 in full value equity awards.

Exercise Price. The exercise price may not be less than the closing price of the shares on the TSX on the trading day that immediately preceded the date of the grant.

Vesting. The vesting schedule for any option outstanding under the Stock Option Plan is determined by the Board, acting in its sole discretion, and is stated in the Stock Option Certificate. Once vested, an option holder may exercise such options and the Company will issue shares from treasury in accordance with the Stock Option Plan.

Term. An option granted under the Stock Option Plan has a maximum term of five years from the date it was granted.

Cessation. Unless the Board decides otherwise, options granted under the Stock Option Plan expire at the earlier of their expiry date and: (i) 30 days after the option holders' termination by the Company with cause or resignation without good reason; (ii) 3 years after the option holders' retirement; (iii) 12 months after the option holders' death; and (iv) 90 days after resignation with good reason or termination by the Company without cause.

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Assignability. Options are not assignable or transferrable by an option holder and may only be exercised during the lifetime of the option holder by the option holder personally. Options may be transferred upon the death of an option holder (subject to the cessation limitations above).

Amendments. Subject to compliance with TSX rules, the Board may, without shareholder approval, amend, suspend or terminate the Stock Option Plan or the terms of any option previously granted, provided that such amendments do not require approval of the shareholders, which may include amendments: (i) to amend the vesting provisions of an option; (ii) as are necessary to comply with any applicable law or any requirement of a stock exchange; (iii) that are of a "housekeeping nature", including those which are made to clarify the meaning of an existing provision of the Stock Option Plan, is to correct or supplement any provision of the Stock Option Plan that is inconsistent with any other provision of the Stock Option Plan, correct any grammatical or typographical errors or amend the definitions in the Stock Option Plan regarding administration of the Stock Option Plan; or (iv) regarding the administration of the Stock Option Plan.

However, shareholder approval (as well as compliance with applicable TSX rules) is required if the Board seeks to amend the Stock Option Plan for any of the following purposes: (i) to increase the maximum reserve of shares permitted under the Stock Option Plan; (ii) to reduce the exercise price of outstanding options, except as permitted by the Stock Option Plan, or cancel and reissue options or extend the expiry date of an option except as permitted by the Stock Option Plan; (iii) to amend the insider participation limits; (iv) any change that would materially modify the eligibility requirements for participation in the Stock Option Plan; (v) any amendment that increases the limits on non-employee director participation in the plan; (vi) any amendment to the amendment provisions; or (vii) any amendment which would allow for the transfer or assignment of Options under this Plan, other than for normal estate settlement purposes

Withholdings.

Participants are responsible for all applicable withholding taxes resulting from their receipt of shares pursuant to the Stock Option Plan. Participants shall, at their discretion, provide the Company with any amount as necessary so as to ensure that the Company is in compliance with applicable laws relating to the applicable withholding taxes in connection with their participation under the Stock Option Plan. In addition, participants may authorize a securities dealer, to sell in the market a portion of the shares issued to realize cash proceeds to be used to satisfy the applicable withholding taxes. Participants are also responsible for completing and filing any tax returns which may be required under applicable tax laws within the applicable periods.

Adjustments. The Stock Option Plan provides that appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization, or other change of shares, consolidation, distribution, merger or amalgamation, in order to maintain the participant's economic rights in respect of their options in connection with such change in capitalization, including adjustments to the exercise price or the number of shares to which a participant is entitled upon exercise of options, or permitting the immediate exercise of any outstanding options that are not otherwise exercisable.

Black-out Period. No option will be granted during a black-out period or other trading restriction imposed by the Company or any other time when the Board or the Company has material undisclosed information. An option holder may not exercise an option if the Company has imposed a black-out period. If an option would expire during or within nine days of a black-out period, then the expiry date of that option will automatically extend to the date that is 10 business days following the date that the black-out period ends.

If the expiry date of options granted fall on a date upon which a participant is prohibited from exercising their option due to a black-out period or other Company imposed trading restriction, then the expiry date of such options will, to the extent permitted under Section 409A, be automatically extended to the tenth (10th) business day following the date the relevant black-out period or other Company imposed trading restriction is lifted, terminated or removed.

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Exercise of Options.

Participants are permitted to exercise their vested options and participate in a broker-assisted cashless exercise for payment of the participant's exercise price and withholding taxes in respect of their vested options being exercised.

Change of Control. In the event of a change of control transaction in which there is an acquiring or surviving entity, the Board may provide for substitute or replacement options of similar value from the acquiring or surviving entity or one or more of its subsidiaries. In addition, if a participant is terminated without cause or resigns with good reason, within twelve months following a change of control, unvested options or replacement equivalents become fully vested and each such vested option will cease to be exercisable on the earlier of the original expiry date of the option and 12 months following the termination date.

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FireFox Gold Corp. — Proxy Solicitation & Information Statement 2026

47468_rns_2026-02-09_3ea27235-6073-47eb-87d2-3a007c7693cb.pdf

TABLE OF CONTENTS

Notice of the Annual General and Special Meeting of Shareholders

About Africa Oil

General

Financial Information

Voting Procedures if Your Shares Trade on the TSX

Voting as a Registered Shareholder

Changing Your Vote/Revocation of Proxies

Voting as a Non-Registered Shareholder

Voting Procedures if Your Shares Trade on the Nasdaq Stockholm Exchange

Voting Securities

BUSINESS OF THE ANNUAL GENERAL MEETING ___________________________________________________________________________

1. Receive Financial Statements and Auditor's Report

2. Appoint Auditors and Authorize Directors to Fix Remuneration

3. Advisory Vote on Executive Compensation (Say on Pay)

4. Elect Seven (7) Directors

Majority Voting

Advance Notice

Director Nominees

Africa Oil Committees:

Additional Public Directorships:

Africa Oil Committees:

Additional Public Directorships:

Africa Oil Committees:

Additional Public Directorships:

Africa Oil Committees: Project Finance Committee

Additional Public Directorships:

Africa Oil Committees:

Additional Public Directorships: Gran Tierra Energy Inc. (NYSE, TSX)

Africa Oil Committees:

Africa Oil Committees:

Cease Trade Orders, Bankruptcies, Penalties, or Sanctions

CORPORATE GOVERNANCE ___________________________________________________________________________

How Africa Oil Selects its Board Members

Experience and Skills Assessment

Diversity

Independence

Interlocks

Orientation and Continuing Education

Orientation

Continuing Education

Mandate of the Board

Board Committees

Audit Committee

Compensation Committee

Corporate Governance and Nominating Committee

Environmental Social Governance, and Health and Safety Committee

Reserves Committee

Project Finance Committee

Chair of the Board and Chief Executive Officer Roles

Chair of the Board

Chief Executive Officer

Board Assessments

Ethical Business Conduct

Code of Business Conduct and Ethics

Whistleblower Policy

Anti-Corruption Policy

Annual Retainer

Long-Term Incentive Plan

Committee Fees

Fees for Directors

Cash and equity retainer

Fees Earned by Directors in 2019

Directors' Outstanding Option Based Awards and Share Based Awards

Value of Non-Employee Directors' Equity Compensation Vested or Earned in 2019

Director Share Ownership Guidelines and Compliance

STATEMENT OF EXECUTIVE COMPENSATION ___________________________________________________________________________

Fellow Shareholders:

2019 Compensation Decisions

COMPENSATION DISCUSSION AND ANALYSIS ___________________________________________________________________________

Introduction

Compensation Philosophy / Executive Compensation Principles

Changes to Executive and Director Compensation Program in 2016

Pay Comparator Group

2019 Canadian Comparator Group

2019 UK Reference Group

Pay Positioning

FireFox Gold Corp. Proxy Solicitation & Information Statement 2026