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AIM Rule 26 Information

AIM Admission Documents

AIM Admission Appendix

AIM Admission Appendix

Competent Persons Report

Competent Persons Report
Board of Directors’ Biographies
Board Responsibilities
Business Description

TransGlobe Energy Corporation is a cash flow focused international oil and gas company whose current activities are concentrated in the Arab Republic of Egypt ("Egypt") and Alberta, Canada.

TransGlobe has a proven track record with extensive Middle East and Canadian experience. TransGlobe’s focus is principally on onshore oil fields with high individual per well productivity and reserves.

TransGlobe holds 100% working interests in four Production Sharing Concessions (“PSCs”) in Egypt:

TransGlobe holds high working interest assets in the Harmattan area of Western Canada, focused on the Cardium and Ellerslie formations.

TransGlobe is focused on sustainable production growth through a balanced portfolio of exploration, development and reservoir optimization projects in addition to value enhancing acquisitions.

TransGlobe is committed to promoting oilfield development and exploitation best practices including a commitment to HSES and the implementation of industry leading secondary and tertiary recovery methods as well as improvements to production and transportation infrastructure.

Charter of Board of Directors Governance

Corporate Governance - AIM Admission

The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101, prescribes certain disclosure by the Company of its corporate governance practices and NP 58-201, provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company.

The Company has adopted corporate governance practices and procedures consistent with the relevant Canadian corporate governance standards appropriate for a publicly listed company. In particular, the Company has adopted a corporate code of conduct and mandate for its Board. It has also established and properly constituted an Audit Committee, a Compensation Human Resources and Governance Committee, a Reserves, Health, Safety, Environment and Social Responsibility Committee (RHSES Committee) and a Disclosure and Compliance Committee to assist the Board in fulfilling its responsibilities for governing the Company.

With effect from Admission, the Board has adopted a new Share Dealing and Insider Trading Policy, described in further detail below, to which all Directors, officers and employees are subject. The policy is designed to ensure that it contains appropriate provisions for a company whose shares are admitted to trading on AIM. The Board also adopted an AIM Rules Compliance Code, effective from Admission.

The Company will continue to implement corporate governance practices and procedures consistent with those standards applied by public companies in Canada. These standards differ somewhat from those set out in the QCA Code. The Company complies with the QCA Code in all respects except as follows:

  • Except as otherwise disclosed in the Public Record from time to time, the Company does not explain the actions that the Company takes to understand why shareholders vote against a resolution by more than 20%. The Company will continue to engage with shareholders (where appropriate) if a significant number of shareholders have voted against a resolution and intends to provide an explanation of such actions.
  • The Company provides comprehensive orientation to all new directors, however, the Company does not disclose the time commitments required by each of its directors.
  • The Company has adopted a Charter of Board of Directors Governance, however, the Company does not have a corporate governance statement. With respect to corporate culture, the chair of the board of directors has consistently promoted a healthy work culture and continually assesses the culture of the Company with regular meetings of various staff members.
  • The Company has adopted a Charter of Board of Directors Governance, however, the Company does not disclose any plans for evolution of the governance framework.
  • The Company posts on its website most (but not all) of the information required by the QCA Code to be posted. Such information is available on SEDAR or summarised in documents filed on SEDAR. Following the Admission Date, the Company intends to post or make available the required documents on its website.
  • The Company does not provide an overview of the results of its board performance evaluation. While ongoing board performance evaluations are expected to continue, the Board does not intend to disclose the results of the evaluation.

A more detailed comparison of the Company's compliance with the QCA Code is available here: https://www.trans-globe.com/investors/public-filings.html

Corporate Governance

Company News Releases
Country of Domicile Rules

The company is continued under and governed by the Alberta Business Corporations Act.

Exchange Details

The Company’s shares trade on the Toronto Stock Exchange (TSX), the National Association of Securities Dealers Automated Quotations Stock Market (NASDAQ) and the Alternative Investment Market (AIM) of the London Stock Exchange.

Financial Reports
Incorporation Details

The Company is incorporated and registered in Alberta, Canada (company no. 2011125313).

The primary countries of operations are Egypt and Canada.

Issued Share Capital

72,542,071

NOMAD Details

Nominated Adviser and Joint Broker:

Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR

Joint Broker

GMP FirstEnergy
85 London Wall
London EC2M 7AD

Solicitors to the Company as to English law:

Bird & Bird LLP
12 New Fetter Lane
London EC4A 1JP

Solicitors to the Company as to Canadian law:

Burnet, Duckworth & Palmer, LLP
2400, 525 – 8th Avenue SW
Calgary, Alberta
Canada T2P 1G1

Counsel to the Company as to Egyptian law:

Sharkawy & Sarhan Law Firm
Metwaly El Shaarawy St.,
Sheraton Heliopolis
Egypt

Counsel to the Company as to TCI law:

Misick & Stanbrook, Barristers and Attorneys
Richmond House
P.O. Box 127
122 Blue Mountain Road
Leeward Highway, Providenciales
Turks and Caicos Islands, TKCA 1ZZ
British West Indies

Solicitors to the Nominated Adviser and Broker

Bird & Bird, LLP
12 New Fetter Lane
London EC4A 1JP

Reporting Accountants to the Company:

Grant Thornton UK, LLP
30 Finsbury Square
London EC2A 1AG

Auditors to the Company:

Deloitte LLP
Suite 700 850 – 2nd Street SW
Calgary, Alberta
Canada T2P 0R8

Competent Person:

GLJ Petroleum Consultants Ltd.
Suite 4100, 400 – 3rd Avenue SW
Calgary, Alberta
Canada T2P 4H2

Financial PR:

FTI Consulting Inc.
200 Aldersgate
Aldersgate Street
London EC1A 4HD

Depositary

Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE

Transfer Agent and Registrar

Computershare Trust Company of Canada
600, 530 – 8th Avenue SW
Calgary, Alberta
Canada T2P 3S8

Percentage Held By Insiders

4.34%

Rule 26 Statement

The above information is disclosed in accordance with AIM Rule 26 and was last updated on September 17, 2019.

Significant Shareholders
Significant shareholders Source of Information
Credit Agricole 10.01%
Stefan Chaligne 5.31% Responded to 3% shareholder request. These are inclusive in the Credit Agricole shareholdings.

Iliade International Investments Inc.

3.99%

Responded to 3% shareholder request. These are inclusive in the Credit Agricole shareholdings.

Invesco Ltd.

7.00%

https://fintel.io/so/us/tga – March 15, 2019

Morgan Stanley 5.74% https://fintel.io/so/us/tga - June 30, 2019
Renaissance Technologies LLC 4.12% https://fintel.io/so/us/tga – March 15, 2019
Shanghai Fosun Industrial Investment Co. Ltd. 3.36% Responded to 3% shareholder request.

Rule 17 of the AIM Rules requires, inter alia, that shareholders notify an AIM listed company once their holding is three per cent or more, and changes thereto (movements through a percentage point upwards or downwards).

Share Restrictions

None

Shareholder Rights

As the Company is incorporated in Canada, shareholders' rights may be different from the rights of shareholders in a UK incorporated company.

Takeover Code

The Company is not subject to takeover regulation in the UK and the City Code will not apply to the Company. However, Canadian laws applicable to the Company provide for early warning disclosure requirements and for takeover bid rules for bids made to security holders in various jurisdictions in Canada.

In Canada, securities laws are a matter of provincial/territorial jurisdiction and, as a result, bids are governed by applicable corporate and securities legislation in each province or territory. Accordingly, the Company is subject to the requirements of the Canada Business Corporations Act and applicable provincial and territorial securities legislation governing takeover bids.