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Business combination of VAALCO and TransGlobe

Disclaimer terms

You must read and accept the information in the document below before accessing the documents in this section

DISCLAIMER – IMPORTANT NOTICE

Recommended offer for the entire issued and to be issued share capital of TransGlobe Energy Corporation (“TransGlobe”) by VAALCO Energy, Inc. ("VAALCO") in consideration for the issuance of VAALCO consideration shares (the “Offer”).

THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY TRANSGLOBE AND/OR VAALCO IN CONNECTION WITH THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

If you would like access to the Information please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities. TransGlobe reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of TransGlobe .

Basis of access

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information speaks only at the date of the relevant document or announcement and TransGlobe has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

If you are in doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by VAALCO or TransGlobe.

Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by TransGlobe and its directors is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

either TransGlobe , its affiliated companies, nor any of its or their directors or advisers have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

Relevant Persons

None of the Information available on this Microsite has been approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act 2000 as amended (“FSMA”). The Information does not constitute, and TransGlobe is not making, an offer of transferable securities to the public within the meaning of section 102 (B) of FSMA. The Information is being made available for information purposes only to a very limited number of persons and companies who are ‘qualified investors’ within the meaning of section 86 (7) of FSMA purchasing as principal or in circumstances under section 86 (2) of FSMA, as well as persons who have professional experience in matters relating to investments and who fall within the category of persons set out in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”) or are high net worth companies within the meaning set out in Article 49 of the Order or are otherwise permitted to receive it (the “Relevant Persons”). The Information is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any other person who accesses this Information should not rely or act upon it. By accepting this acknowledgement and accessing the Information, the recipient is deemed to represent and warrant that (i) they are a person who falls within the above description of persons entitled to receive the information on this website (ii) they have read, agree and will comply with the contents of this notice and (iii) they will use the information in this document solely for evaluating the proposed arrangement.

Overseas Persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which TransGlobe regards as unduly onerous (each a “Restricted Jurisdiction“), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. Neither TransGlobe , its affiliated companies, nor any of its or their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.

This Microsite contains Information that has been prepared for the purposes of complying with US and English law and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of these jurisdictions.

Forward-looking statements

The Information may contain certain “forward-looking statements” regarding the financial position, business strategy or plans for future operations of VAALCO, TransGlobe and their respective group of companies.  All statements other than statements of historical fact included in any document may be forward-looking statements. Forward-looking statements also often use words such as “believe”, “expect”, “estimate”, “intend”, “anticipate” and words of a similar meaning. By their nature, forward-looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. TransGlobe assumes no obligation to, and does not intend to, revise or update any forward-looking statements, except as required pursuant to applicable law or regulation.

Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for TransGlobe .

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If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “CONFIRM”.

Confirmation of understanding and acceptance

In order to view the materials on this Microsite, by clicking on the “CONFIRM” box below, you are giving the following confirmations:

I have read and understood the notice set out above and agree to be bound by its terms;
I am a resident of or located in a jurisdiction where the access to the Information by me does not constitute a violation of the relevant laws of such jurisdiction;
I am not resident of or located in a Restricted Jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
I will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction.

If you are not able to give these confirmations (as applicable), you should click on “DECLINE“ below and we cannot provide you with the information contained on this Microsite.

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