DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on August 8, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Sec.240.14a-12
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VAALCO Energy, Inc.
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In connection with the previously announced entry by VAALCO Energy, Inc. (“VAALCO”), VAALCO Energy Canada ULC (“AcquireCo”) and TransGlobe Energy Corporation (“TransGlobe”) into an arrangement
agreement dated July 13, 2022 (“Arrangement Agreement”), TransGlobe made available on its website an investor presentation that includes, among other matters, additional and supplement information related to the
Arrangement Agreement. A copy of the investor presentation is filed herewith as soliciting material.
A Diversified African-focused E&P Business Updated and Supplemental Information Combination of
VAALCO Energy, Inc. & TransGlobe Energy Corporation
Slide 2 All-Share Business Combination of VAALCO & TransGlobe Unanimously supported by both
Boards Key Terms Management Team& Employees Recommended all-share business combination, with resulting equity ownership of 54.5% VAALCO, 45.5% TransGlobe(1) 0.6727 of a VAALCO share per TransGlobe share Represents a premium to
TransGlobe of 24.9% based on VAALCO and TransGlobe’s 30-day VWAP as of 13 July 2022(2) George Maxwell – CEO and Director of VAALCO, Ron Bain – CFO of VAALCO Combination of exceptionally strong teams, with complementary skills across Egypt,
Canada, Gabon & Equatorial Guinea Randy Neely, Edward Ok, and Geoff Probert expected to remain with the business through a 3-6 month transition period TransGlobe teams in Egypt and Canada provide a skillset applicable to the entire
combined portfolio Combined Company Board 7 person board – comprising 6 non-executives (3 VAALCO and 3 TransGlobe) and CEO of VAALCO Andrew Fawthrop – non-executive Chair of VAALCO Listings Continued under the name VAALCO, retaining
only NYSE and LSE listings under the ticker: “EGY” Timetable VAALCO and TransGlobe Shareholder Votes – Q3/Q4 2022 Completion – expected Q3/Q4 2022 Calculated based on each company’s vested outstanding shares as of the date of the
Arrangement Agreement as at 13 July 2022 Calculated as the volume-weighted average price for the 30 preceding trading days for VAALCO (US$7.53/share) and TransGlobe (US$4.06/share) as at 13 July 2022
Slide 3 Accelerating Shareholder Returns and Value Growth Creating a world-class African-focused
E&P supporting sustainable shareholder returns and growth Declaration of dividends and terms of the buyback are subject to board approval. Equivalent dividend and buyback value per share calculated as US$ million value divided by the
enlarged share capital of ~108 million based on each company’s vested outstanding shares as of the date of the arrangement agreement. Aggregated figure prepared by management and not reviewed by competent person. Reserve figures of VAALCO
and TransGlobe are prepared under different standards and may not be directly comparable. VAALCO’s 1P reserves estimates have been prepared in accordance with U.S. Standards. VAALCO’s 2P reserves estimates represent proved plus probable
estimates are prepared in accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers using VAALCO management assumptions. TransGlobe’s 1P and 2P
reserves estimates were determined in accordance with standards set out in Canadian Oil and Gas Evaluation Handbook (“COGEH”) and the reserves definitions contained in NI 51-101 Standards of Disclosure for Oil and Gas Activities (“NI
51-101”). See “Disclaimer - Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” for more information. Complementary businesses creating a diversified, African-focused E&P Complementary asset base spanning
Gabon, Egypt, Equatorial Guinea and Canada, diversifying production and revenue Robust net cash balance sheet providing a strong foundation for meaningful shareholder returns Significant cash distribution: US$0.25/share through-cycle annual
dividend and up to US$0.27/share equivalent post-completion buyback (1) Step change in production and cash flows support sustainable returns and growth Near doubling of production and synergy potential support significant cash generation
for shareholder returns and growth investment Material reserves and production with a high quality inventory of multi-year investment options Significant 1P and 2P (NRI) reserve base of 32 and 51 mmboe with mid-point 2022 guidance
production of 18.4 mboe/d (2) Enlarged scale enhances investment proposition for the global capital markets Scale and profile of combined group promotes increased market visibility and a significant uplift in trading liquidity Proven
team with anestablished track recordof value creation Combines two companies with a strong record of value creation and returns, with both share prices gaining 400%+ over the past 2 years
Canada (onshore) P D A E Slide 4 A Diversified African-Focused E&P
1 0 400+ 400+ 400+ 400+ 400+ 400+ Gabon (offshore) P D A E Egypt (onshore) P D A E Equatorial Guinea (offshore) P D A E P D A E Production Development Appraisal Near-Field
Exploration Yukon Quebec Ontario British Columbia Northwest territories Alberta Manitoba Nova Scotia New Brunswick Newfoundland and Labrador Nunavut Saskatchewan Prince Edward Island 1 1 Building scale and diversification with
an operated, full-cycle, low-risk, high return portfolio Full-cycle portfolio with material production and cash flows 100% operated assets Critical mass of operations with running room for growth Combination of two highly capable
subsurface/technical, operational and business development teams Majority operated assets Significant near-term growth potential through large drilling inventory Highly cash generative in current price environment High-quality technical
team supporting the wider business North American drilling, completion and unconventionals technologies with applications across broader portfolio 2022E Prod (NRI)(1)(2): 9.0-9.5 mbopd 1P Reserves (NRI)(1)(3): 11.2 mmbbl 2P Reserves
(NRI)(1)(4): 17.0 mmbbl Acreage (gross): 46,300 2022E Prod (NRI)(1)(2): 6.6 -7.2 mbopd 1P Reserves (NRI)(1)(5): 12.4 mmbbl 2P Reserves (NRI)(1)(5): 17.4 mmbbl Acreage (gross): 76,205 Completed feasibility study of Venus standalone
project in 2021 and proceeding to a field development plan Acreage (gross): 57,300 2022E Prod (NRI)(1)(2): 2.1-2.3 mboepd 1P Reserves (NRI)(1)(5): 8.4 mmboe 2P Reserves (NRI)(1)(5): 16.9 mmboe Acreage (gross): 52,425 Etame Marin
PermitWI 58.8% (Operated) Eastern Desert WI 100% (Operated) South Ghazalat WI 100% (Operated) Block P WI 45.9%(6) (Operated) Harmattan WI 94.5% (Operated) A Growing, Diversified Footprint in Africa Supported by High-Quality Canadian
Acreage Net Revenue Interest (“NRI”) share of volumes on a working interest basis, after deduction of royalty. 2022 guidance production. TransGlobe NRI production guidance based on management estimates on royalty and tax rates used for
calculation. Reserves estimates prepared in accordance with U.S. Standards. See “Disclaimer - Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates” for more information. 2P reserves represent proved plus probable
estimates after deduction of royalties and prepared in accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers. See “Disclaimer - Caution to
U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” for more information. Net reserves are TransGlobe's working interest share after deduction of royalties. Net reserves in Egypt include TransGlobe's share of future cost
recovery and production sharing oil after the government's royalty interest but before reserves relating to income taxes payable. Under this method, a portion of the reported reserves will increase as oil prices decrease (and vice versa) as
the barrels necessary to achieve cost recovery change with prevailing oil prices. Reserves were determined in accordance with the standards set out in COGEH and the reserves definitions contained in the NI 51-101. See “Disclaimer - Caution to
U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” and “Disclaimer – Oil & Gas Advisories Relating to TransGlobe” for more information. Participating interest of 45.87% inclusive of 2.87% which is awaiting Minister
of Mines and Hydrocarbons approval of Amendment 4 of the PSC Rwanda Burundi United Republic of Tanzania Central African Rep. Djibouti Eritrea Sudan Chad Niger Libya Tunisia Morocco Burkina
Faso Benin Mali Ghana Togo Guinea Mauritania Côte d'Ivoire Liberia Sierra Leone Cameroon Equatorial Guinea Guinea-Bissau Gambia Senegal Congo DRC Gabon Namibia Malawi Zambia Zimbabwe South
Africa Lesotho Botswana Mozambique Swaziland Western Sahara Angola Egypt Ethiopia Kenya Madagascar Nigeria Somalia Uganda Algeria South Sudan 1 1 [100 to 200[ [0 to 100[ [300 to 400[ [200 to
300[ 400+ 400+ 400+ 400+ 400+ 400+ Rwanda Burundi United Republic of Tanzania Central African Rep. Djibouti Eritrea Sudan Chad Niger Libya Tunisia Morocco Burkina Faso Benin Mali Ghana Togo Guinea Mauritania Côte
d'Ivoire Liberia Sierra Leone Cameroon Equatorial Guinea Guinea-Bissau Gambia Senegal Congo DRC Gabon Namibia Malawi Zambia Zimbabwe South Africa Lesotho Botswana Mozambique Swaziland Western
Sahara Angola Egypt Ethiopia Kenya Madagascar Nigeria Somalia Uganda Algeria South Sudan Operated Operated Operated Operated Complementary businesses coming together to create a stronger, Pan-African entity
Slide 5 Debt Free Balance Sheet Underpins a Robust Financial Framework Stronger foundation to fund
enhanced shareholder returns and growth 1 0 [100 to 200[ [0 to 100[ [300 to 400[ [200 to 300[ 400+ 400+ 400+ 400+ 400+ 400+ Includes proceeds from VAALCO’s March 2022 lifting of US$44.6 million, which were received in April
2022. Non-GAAP or Non-IFRS financial measure, as applicable. Non-GAAP and other financial measures (including supplemental financial measures) do not have a standardized meaning under IFRS and therefore may not be comparable to similar
measures presented by other companies. See appendix for reconciliation to U.S. GAAP or IFRS. See “Disclaimer” for more information. Declaration of dividends and terms of the buyback are subject to board approval. Expanded Liquidity at 31
March 2022 (US$m) (5) Financial Priorities for the Combined Company Enhanced Shareholder Returns Dividends, share buybacks and special distributions(3) Enhanced African Inorganic Opportunity Set Greater scale, stronger balance sheet
and additional free cash generation provides access to increased opportunities and a broader range of capital sources to fund inorganic growth Robust Organic Growth Development upside in established areas Gabon, Egypt, Canada Plan of
development in Equatorial Guinea progressing towards approval, with additional exploration upside Gabon exploration upside in new blocks as part of consortium Maintain Balance Sheet Strength Both companies in a net cash position with a
shared philosophy of fiscal prudence and financial discipline Maintain sufficient balance sheet liquidity and low financial leverage through commodity cycle VAALCO has ~US$50m undrawn RBL with Glencore TransGlobe has ~US$18m RBL with ATB
(~US$3m drawn) Disciplined Investing to Grow Shareholder Value US$114m US$49m (1) (2)
Slide 6 Returning Meaningful Value to Shareholders Better positioned for expanded and more
sustainable through-cycle shareholder returns 1 0 [100 to 200[ [0 to 100[ [300 to 400[ [200 to 300[ 400+ 400+ 400+ 400+ 400+ 400+ Shareholder Return is Paramount for the Combined Company(1) Supplemental Shareholder Returns
Focus on enhancing shareholder distributions through returning excess cash via potential special distributions Target Dividend US$28m or US$0.25/share annualized (paid quarterly)(2) First payment to be made in the first quarter
post-completion Through-cycle sustainable dividend stress tested to US$65/bbl Enhanced scale, diversification and a stronger combined balance sheet enable increased and more sustainable shareholder returns than would otherwise be possible
on a standalone basis Near-Term Cash Returns to Shareholders (US$m)(1) Declaration of dividends and terms of the buyback are subject to board approval. Equivalent dividend and buyback value per share calculated as US$ million value
divided by the enlarged share capital of ~108 million based on each company’s vested outstanding shares as of the date of the arrangement agreement. Based on each company’s vested outstanding share capital as at the date of the arrangement
agreement. Planned Share Buyback Up to US$30m buyback (equivalent of up to US$0.27/share(2)) to be commenced promptly post completion Share buyback stress tested at US$80/bbl, providing scope for additional returns during 2023 Equivalent
Per Share (2) (2)
Slide 7 Strong Production Underpins Cash Flow Generation Net Revenue Interest (“NRI”) share of
volumes on a working interest basis, after deduction of royalty. TransGlobe NRI production guidance based on management estimates of the royalty and tax rates used for calculation. Aggregated figure prepared by management and not reviewed
by competent person. Production figures of VAALCO and TransGlobe are prepared under different standards and may not be directly comparable. See “Disclaimer - Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.”
for more information. 2022 Full Year Daily Production Guidance (NRI)(1) (mboe/d) 96% Oil & Liquids (3) Combination diversifies production and income streams, creating a business with critical mass (2) Potential to expand
production in 2023 and beyond by high grading high return opportunities in Gabon, Egypt, Equatorial Guinea and Canada Increased production allows for greater cash flow generation and enhances self funding of future production
opportunities Enhanced cash flow generation could allow: Increased and sustainable stockholder returns More optionality in capital allocation Acceleration of organic and inorganic growth opportunities Vaalco Production Growth (NRI)(1)
(mbopd) TransGlobe Production Growth (NRI)(1)(2) (mboepd)
Annualized estimated savings Adding Future Value Through Synergies Slide 8 Unlocking additional
value through cost reductions and operational optimization through the use of best practices Combined Company could capture cost synergies of up to US$30 to US$50 million through 2030 that would otherwise not be possible on a standalone
basis Immediate Cost Synergies Medium-Term Cost Synergies Operational Synergies Within 6 months post closing 18-24 months post closing Cancel TransGlobe’s listings on TSX, Nasdaq, AIM Reduce Board and Executive positions Consolidation
of advisors Extract cost savings in service contracts across the business given combined scale Automation, digitalization and process led back office efficiencies Supply chain led contracting efficiencies on drilling and capital
projects Combination enhances engineering and reservoir expertise, including onshore and offshore operations and development Expands fracing knowledge and potential operational applications Annualized estimated
savings US$3-5 million US$2-4 million
Slide 9 Etame: Track Record of Success Growing production and reserves through the drill bit, PSC
extensions, increasing margins and extending field life Consistent acreage extensions and seven successful drilling programs over 20 years and a long track record of growing reserves 80% exploration success rate 92% overall drilling
success rate Production from horizontal wells can exceed 5,000 bopd, with limited pressure drawdown and recovery factors of up to 50% or more Successful development wells in 2021/2022 ongoing Potential multi-year reserves growth
opportunity runway identified Infill drilling (Gamba and Dentale sands) Satellite field tie-backs (~5) Reserve adds from two 5-year options to extend PSC beyond 2028 Material margin increase and field life extension through FSO production
solution, expected online in Q3 2022 Storage and offloading costs to reduce by ~50% ~US$13-16 million net operational savings through life of field Etame Marin: Gross Proved Estimated Ultimate Recovery(1) Etame Marin: Gross
Production Represent gross proved estimates and prepared in accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers. See “Disclaimer - Caution
to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” for more information. Track record of reserve growth, with the potential to continue this trend through drilling, recovery and margin optimization, and field life
extensions
Slide 10 Significant Upside in the Enlarged Resource Base Full-cycle combined portfolio supports
long-term reserve and production growth, and facilitates improved capital ranking 1 0 [100 to 200[ [0 to 100[ [300 to 400[ [200 to 300[ 400+ 400+ 400+ 400+ 400+ 400+ RESOURCES RESERVES PRODUCTION Etame Optimization &
Drilling Operational optimization to maximize recovery Infill drilling 2P reserves to add incremental production Egypt Infill Drilling / Recompletions Adding production through near term opportunities in Egypt Accelerating Canadian
Drilling Ability to accelerate drilling and deliver additional production at higher commodity prices Block G & H Exploration Provisionally awarded new exploration blocks with resource potential near Etame field Longer-Term Egypt
Resource Conversion Contingent resource base to underpin long-term growth opportunities in Egypt Etame Drilling Conversion of identified resources to reserves through increased long-term drilling Additional drilling on structure to
unlock further reserves Block P POD Approval Potential for near-term 1P reserve additions through plan of development (“POD”) approval Egypt Reserve Additions Near-term opportunities to add Egyptian reserves
Enhanced Proposition for Global Capital Markets Slide 11 Bringing together two companies with a
strong equity market track record VAALCO and TransGlobe Share Price 2-Year Performance vs. Brent(1)(2) Source: FactSet as at 13 July 2022 VAALCO, TransGlobe share price and Brent performance are rebased to 100 Pricing represents VAALCO’s
NYSE listing and TransGlobes Nasdaq listing Total volumes represent daily exchange trading volumes for VAALCO’s listings on LSE and NYSE and TransGlobe's listings on TSX, AIM, and Nasdaw respectively, in million shares Daily Value Traded
2022YTD (US$m)(3) +428% +437% VAALCO Russell Index inclusion trading Combination brings together two E&Ps with similar strong equity market performance Combined Company better equipped to deliver sustainable growth and
returns Enhanced scale provides increased market visibility in E&P capital markets Additional trading liquidity with a larger number of shares traded >US$15m average daily trade across both companies in the 6 months
pre-announcement VAALCO’s NYSE and LSE listings promote transatlantic trading Continued inclusion in the Russell Index in the US, promoting liquidity and index demand
Potential for Increased Trading Multiples Building size and scale to accretively grow value and
support an enhanced return profile US-Listed Peers(1) Source: FactSet as at 7 August 2022 US peer group includes: Riley Exploration Permian, SandRidge Energy, W&T Offshore, Kosmos Energy. UK peer group includes: Seplat Energy, Tullow
Oil, Diversified Energy Company Last twelve month (LTM) data as of March 31, 2022 Excludes proceeds from VAALCO’s March 2022 lifting of US$44.6 million, which were received in April
2022. US$226m US$275m US$505m US$650m US$658m US$2,710m US$1,282m US$904m US$820m US$275m US$226m Average 2.00x Average 3.36x Average 3.18 Average 2.00x Market Cap UK-Listed Peers(1) Combination positions the Combined
Company among larger peers that benefit from higher cash flow multiples; Combined Company further differentiated by a net cash balance sheet EV / LTM EBITDA(2) Net Debt / (Cash) (3) (3) Slide 12 Trading at an EV/LTM EBITDA multiple of
3.0x or above would imply a 40%+ uplift in value to the combined market capitalizations of VAALCO and TransGlobe
Slide 13 Transaction Timeline Completion expected in Q3/Q4 2022 Subject to shareholder approval and
satisfaction of other closing conditions. 13 July 2022 Arrangement agreement signed – 13 July 2022 August 2022 Shareholder proxy documents filed with SEC and TSX Q3 / Q4 2022 Shareholder meetings in September 2022; if subject to SEC
review, November 2022 Q3 / Q4(1) 2022 UK prospectus publication Q3 / Q4(1) 2022 Issuance of consideration shares and completion
Slide 14 Experienced Team to Deliver Combination Benefits Demonstrable track record of creating and
delivering value to shareholders >25 years’ experience in O&G Founded Eland Oil & Gas Plc in 2009, served as CEO and Board member Eland admitted to trading on AIM for £134.9m market cap and sold to Seplat Petroleum Development
Company Plc in 2019 for £382m Grew production at flagship asset, OML 40, from zero to over 22 mbopd (gross) when sold Previously Nigerian general manager for Addax Petroleum, sold to Sinopec in 2009 for US$7.2 billion Additional previous
experience in Africa, Europe and North America, among other regions Significant experience in executive leadership and as E&P board member >25 years’ O&G experience Experience spans capital markets, statutory reporting,
taxation and compliance in numerous African countries Previously CFO and board member for Eland Oil & Gas Plc, prior to its sale to Seplat Petroleum Development Company Plc Previously Finance Director at Subsea Services and prior to
this held roles at BJ Services and Baker Hughes Roles include leading financial integration planning for Baker Hughes during the GE Oil & Gas merger George Maxwell Chief Executive Officer and Director Ron Bain Chief Financial
Officer Randy Neely President and CEO Geoff Probert VP and COO Eddie Ok VP and CFO TransGlobe team expected to continue for a 3-6 month transition period to support business integration and stability VAALCO Executives TransGlobe
Executives Combined Company CEO and CFO
Andrew L. Fawthrop Chairman Slide 15 Strengthened Oversight and Governance T T T George
Maxwell Chief Executive Officer Cathy Stubbs Director Fabrice Nze-Bekale Director David Cook Director Edward LaFehr Director Timothy Marchant Director Aspire Holdings, LLC Independent Non-Executive Directors
Combined Board drawing on both companies to provide stewardship and continuity of independent oversight
Creating a Diversified African E&P Business Supporting Sustainable Growth & Shareholder
Returns ASSET OVERVIEWS
Slide 17 Located onshore in Egypt’s Eastern Desert with 76,205 gross acreage position Three previous
PSCs were combined into one concession, ratified in early 2022 20-year (15-year primary + 5-year option) contract period Improved fiscal terms to support future growth US$50m minimum investment in each five-year period for the 15-year
primary term US$66m cost of merged concession (US$26m paid in 2022, four annual payments of US$10m remaining) as compensation to EGPC for reduced government take US$67.5m receivable due to effective date adjustment 100% heavy oil
production (~21° API gravity) All production sent by pipeline to coastal storage facility where it is stored pending periodic liftings Crude sold to both third parties and Egyptian government with payments received in USD and offsets (EGPC
owned services and supply companies) Egypt: Eastern Desert Merged Concession Newly merged concession offering attractive fiscal terms to enable further development TransGlobe Asset Overview 100% WI Operator
Slide 18 Drilled over 250 wells in past 10+ years 2P reserves (NRI) of 17.4 mmbbl; 1P (NRI): 12.4
mmbbl(1) Including South Ghazalat 2P reserves (NRI) of 0.2 mmbbl; 1P reserves (NRI) of 0.2 mmbbl 2022E NRI production forecast at 6.6 – 7.2 mboe/d Positioned for long-term value creation, with new fiscal terms allowing the assets to
remain investible at lower oil prices Advancing primary, secondary, and tertiary development programs to increase recoveries and production Initial projects including K-field and Arta are being executed currently Portfolio of incremental
projects identified for maturation Resource recovery opportunities could support a sustainable profitable runway over a 20-year period Egypt: Positioned for Long-Term Value Creation Net reserves are TransGlobe's working interest share
after deduction of royalties. Net reserves in Egypt include TransGlobe's share of future cost recovery and production sharing oil after the government's royalty interest but before reserves relating to income taxes payable. Under this method,
a portion of the reported reserves will increase as oil prices decrease (and vice versa) as the barrels necessary to achieve cost recovery change with prevailing oil prices. Reserves were determined in accordance with the standards set out in
COGEH and the reserves definitions contained in NI 51-101. See “Disclaimer - Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” and “Disclaimer – Oil & Gas Advisories Relating to TransGlobe” for more
information. Extended field life supports long term sustainable investment, including ESG projects Hoshia Hana/Hana W Fields K-Field H-Field 38A Field E. Arta Field M-Fiel d Arta Phase 1 Development Arta/East Arta
Recompletes/optimization Infill Drilling Recompletes/optimization Exploration H-block Appraisal & Development Exploration Optimization
Slide 19 Egypt: Eastern Desert PSC Terms Cost Oil – Company PSC expenditures are recovered out of 40%
of all petroleum produced Profit Oil – Of the remaining 60% of all petroleum produced (after cost recovery) the production is shared between the Company and EGPC based on the above table Excess Cost Oil – If Cost Oil above exceeds the
actual allowable recoverable costs, this is Excess Cost Oil and is shared between the Company and EGPC (TransGlobe 15%) Taxes - Captured in the net government entitlement oil share due to EGPC (no additional TransGlobe burden) TransGlobe
Oil Entitlement is the sum of Cost Oil, Profit Oil and Excess Cost Oil (if any) BrentPriceUS$/bbl Production (quarterly average) ≤ 5,000 Bopd > 5,000 Bopd and≤ 10,000 Bopd > 10,000 Bopd and ≤ 15,000 Bopd > 15,000 Bopd and ≤
25,000 Bopd > 25,000Bopd EGPC % TG % EGPC % TG % EGPC % TG % EGPC % TG % EGPC % TG % ≤ 40 US$ 67 33 68 32 69 31 70 30 71 29 > 40 and ≤ 60 US$ 68 32 69 31 70 30 71 29 72 28 > 60 and ≤ 80
US$ 70 30 71 29 72 28 74 26 76 24 > 80 and ≤ 100 US$ 72.5 27.5 73 27 74 26 76 24 78 22 > 100 US$ 75 25 76 24 77 23 78 22 80 20 Gross Production Barrels Oil Cost Oil Profit Oil Excess Cost
Oil 40% 60% 85% 15% Allocation per Table 100% Cost oil > actual recoverable costs Improved PSC terms enhance sustainable future investment
Slide 20 Egypt: Effective Date Adjustment Value benefit to TransGlobe is captured in recommended
exchange ratio Calculation of Amount Upon execution of the Merged Concession, there was an effective date adjustment owed to TransGlobe for the difference between historic and Merged Concession agreement commercial terms applied against
Eastern Desert production from the effective date of February 1, 2020 TransGlobe has recognized a receivable of US$67.5m at March 31, 2022, which represents the amount expected to be received from EGPC based on historical realized
prices Treatment in Business Combination Valuation The entire balance of US$67.5m has been captured in the business combination relative valuation analysis and implied exchange ratio, with TransGlobe’s shareholders receiving the full and
appropriate benefit of this value item Payment by Egyptian Authorities The quantum of the effective date adjustment is currently being finalized with EGPC, the establishment of a final amount may be in the form of volume and / or value
Furthermore, the schedule for realizing value from the effective date adjustment is yet to be finalized and is likely to materialize over time in the form of offsets for materials and services provided to TransGlobe from EGPC owned / sister
companies, through the receipt of Egyptian pounds and through possible overlifting from ongoing operations rather than a one-off payment by EGPC
Slide 21 Canada: Harmattan Cardium Assets A core play in the Western Canadian Sedimentary Basin
(WCSB) with substantial potential remaining Cardium assets in the WCSB covering 52,425 gross acres WI Production 2022 Q1 production (NRI) of 2.1 mboepd(1) 2022 average production guidance (NRI) of 2.1 mboepd to 2.3
mboepd(2)(3)(4) Reserves – 31 December 2021 1P – 8.4 mmboe (NRI)(5), 9.8 mmboe (WI)(2)(3) 2P – 16.9 mmboe (NRI)(5), 19.4 mmboe (WI)(2)(3) − ~ 70% light oil and liquids on a Boe basis Includes 821 bopd of Light and medium crude oil, 768
bopd of natural gas liquids, and 4,598 Mcf/d of conventional natural gas. Reserve and production estimates were determined in accordance with the standards set out in COGEH and the reserves definitions contained in NI 51-101. See “Disclaimer
- Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” and “Disclaimer – Oil & Gas Advisories Relating to TransGlobe” for more information. Net Working Interest (“WI”) share of volumes before deduction of
royalty. 2022 guidance production. Net revenue interest (“NRI”) reserves are TransGlobe's working interest share after deduction of royalties. See “Disclaimers – Oil & Gas Advisories Relating to TransGlobe”. Asset Overview 5
miles HARMATTAN TGL Rights 2022 Drills Plans to drill and complete 7 wells at South Harmattan in 2022 Medium-Term (2023+): focus on production maintenance and free cash flow growth across Harmattan sites Potential to drill in excess
of 80 locations over the next 4-6 years(6) Synergies through centralized oil facility, owned gas infrastructure and a sales oil pipeline to reduce trucking Development Plan
Slide 22 Operator of Etame licences in Gabon with 63.6%(1) participating interest Located in
prolific South Gabon basin in shallow water (~85m) 46,300 gross acres; 27,200 net acres Significant production potential: Produced ~126 gross mmbbl to date Production grown from 4,853 NRI bbl/d in FY’20 to 9,500 NRI bbl/d in March
’22 Stringent 1P reserves assumes no licence extension (2028), full abandonment expenditures (two subsequent 5-year extension options available post 2028) 2P reserves (NRI) of 17.0 mmboe(2) Numerous undrilled opportunities at moderate
drilling depths(1,800m to 2,900m TVD) into known reservoirs Gabon: Etame Offshore License Production from multiple reservoirs, wells and platforms, with recovery factors approaching or exceeding 50% Gabon working interest is net of Tullow
carried interest, participating interest would be 63.6% and Net Revenue Interest (NRI) includes deductions for the Gabonese national government and Tullow carried interest (51.2%) 2P reserves represent proved plus probable estimates after
deduction of royalties and prepared in accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers using VAALCO management assumptions. See
“Disclaimer - Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” for more information 58.8% WI(1) Operator VAALCO 31.4% WI Sinopec (Addax) 2.3% WI PetroEnergy Asset Overview
Slide 23 Etame: Track Record of Success Growing production and reserves through the drill bit, PSC
extensions, increasing margins and extending field life Consistent acreage extensions and seven successful drilling programs over 20 years and a long track record of growing reserves 80% exploration success rate 92% overall drilling
success rate Production from horizontal wells can exceed 5,000 bopd, with limited pressure drawdown and recovery factors of up to 50% or more Successful development wells in 2021/2022 ongoing Potential multi-year reserves growth
opportunity runway identified Infill drilling (Gamba and Dentale sands) Satellite field tie-backs (~5) Reserve adds from two 5-year options to extend PSC beyond 2028 Material margin increase and field life extension through FSO production
solution, expected online in Q3 2022 Storage and offloading costs to reduce by ~50% ~US$13-16 million net operational savings through life of field Etame Marin: Gross Proved Estimated Ultimate Recovery(1) Etame Marin: Gross
Production Represent gross proved estimates and prepared in accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers. See “Disclaimer - Caution
to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” for more information. Track record of reserve growth, with the potential to continue this trend through drilling, recovery and margin optimization, and field life
extensions
Slide 24 Etame: PSC Terms Key Terms Government back-in - Tullow 7.5% carried through June 2026, 10%
thereafter Abandonment Abandonment fund fully funded through operations Production and Development Term 10 yrs through 2028 plustwo 5 yr options Profit Oil Split (BOPD) Contractor State 0 - 10,000 50% 50% 10,000 –
25,000 45% 55% 25,000 + 40% 60% Attractive PSC with 80% cost recovery until 2028 Etame: Key Terms Etame: Profit Oil Split Gross Production Barrels Oil Cost Oil Profit Oil 80% to Sep 2028 70% thereafter (subject to a maximum of
recoverable cost pool) 20% to Sep 2028 30% thereafter Allocation per Table 100% Royalty 13% Government of Gabon Net Production 87% of gross production
Slide 25 Gabon: Provisional Offshore Blocks Provisionally awarded two blocks in 12th Offshore
Licensing Round in Gabon, subject to concluding PSC terms with the Gabonese government Block G12-13 covers an area of 2,989 km2 and block H12-13 covers an area of 1,929 km2 2 exploration periods totaling 8 years which may be extended by
two additional years Adjacent to Etame and Dussafu, which are highly successful exploration, development and production projects Etame operated by VAALCO; Dussafu operated by BW Energy Over the past 20 years Etame and Dussafu have ~ 250
mmbbl discovered During the first exploration period: Intend to reprocess existing seismic and carry out a 3-D seismic campaign Drilling one exploration well on each of the two blocks In the event the consortium elects to enter the
second exploration period, the consortium will be committed to drilling at least one exploration well on each block 37.5% WI Operator BW Energy 37.5% WI VAALCO 25% WI Panoro Energy Etame Blocks Adjacent to Etame and Dussafu Producing
Fields Asset Overview Additional Upside in Gabon Outside of Etame Adjacent to Existing Discoveries
Slide 26 Equatorial Guinea: Block P 57,300 gross acres; 26,300 net acres All wells drilled on Block
P have oil shows or oil sands PSC license period is for 25 years from date of approval of a development and production plan GEPetrol carried through to 1st production, to be recovered from their share of production Two significant
discoveries in Venus and Europa, with additional prospectivity in the SW Grande prospect Discoveries on Block were made by Devon, a prior operator/owner In 2021, completed feasibility study of Venus standalone project Plan of development
pending EG government approval EG approval would result in an addition to 1P reserves 45.9%(1) WIOperator VAALCO 34.1% WI Atlas 20% WICarried Interest GEPetrol Material Development Opportunity with Further Upside Current
Status Accelerating value creation through a new core area Participating interest of 45.87% inclusive of 2.87% which is awaiting Minister of Mines and Hydrocarbons approval of Amendment 4 of the PSC
Slide 27 Actively Delivering Tangible Growth 1 0 [100 to 200[ [0 to 100[ [300 to 400[ [200 to
300[ 400+ 400+ 400+ 400+ 400+ 400+ Q3 ‘22 Q4 ‘22 Q1 ‘23 Q2 ‘23 Q3 ‘23 Q4 ‘23 Gabon - Etame FSO Commences Operations Well Drilling Gabon & Equatorial Guinea Block G12-13: PSC Negotiations Block P: Field Development Plan
Egypt - Western Desert K-Field Infill Drilling K-Field Water Flood Test Well H-Field Water Flood Program H-Field Infill Drilling Arta Phase 1 Drilling / Completions Arta Phase 2 Drilling / Completions Canada Drilling 11 infill
wells to be drilled between Q3’22 and Q2’23 1 WI well 2 WI wells 2 horizontal wells H-Field step-out well 3 horizontal wells 7-10 wells per year, with the ability to scale up or down with macro environment N. Tchibala 2H-ST Ebouri
6H Northeast Avouma Note: Table is indicative only. Actual results may vary. Combining two businesses with strong operational momentum and value creation catalysts
Slide 28 Environmental, Social, Governance Cultural alignment and shared track record for
environmental stewardship enhances Combined Company’s ability to deliver an effective ESG agenda Zero significant/reportable environmental incidents past 5/10 years Scale enhances development of climate resilience strategies,
including: Defining investment programs to enhance emissions control Targeted plan to reduce methane emissions Access to renewable energy sources Exceptional operational and process safety performance Track record of significant
socio-economic contributions to host countries: Tax and royalty payments Spend with national suppliers Advanced workforce nationalization programs, in step with local content objectives Social license to operate underpinned by proactive
community and NGO engagement Commitment to highest standard of transparent and ethical behavior Zero reported policy non-compliance events/incidents Full compliance with respective corporate governance codes to be maintained
post-merger Full alignment to SASB ESG reporting framework and engaged in TCFD program Track Record and Commitment of Combined Group VAALCO Select ESG Performance Zero reportable hydrocarbon (oil) spills over c.20 year operating
history Undertook a comprehensive baseline study to manage and reduce carbon footprint Launched wildlife inventory project in 2021 Contributed towards the installation of water wells, solar lights, and supply of medical equipment and
rebuilding of schools in Gabon TransGlobe Select ESG Performance TRCF(1) reduction from 2.1 to 1.0 (2018-2021) Currently assessing venting elimination and pump/heater power options Established HSES(2) & integrity management
system Supported the purchase of 50 new houses for families affected by floods and the purchase and delivery of Covid relief packages in Egypt TRCF: Total Recordable Case Frequency HSES: Health Safety and Environmental
Services Environmental Social Governance
Creating a Diversified African E&P Business Supporting Sustainable Growth & Shareholder
Returns SUMMARY
Slide 30 Accelerating Shareholder Returns and Value Growth Creating a world-class African-focused
E&P supporting sustainable shareholder returns and growth Declaration of dividends is subject to board approval. Equivalent dividend and buyback value per share calculated as US$ million value divided by the enlarged share capital of
~108 million based on each company’s vested outstanding shares as of the date of the arrangement agreement. Aggregated figure prepared by management and not reviewed by competent person. Reserve figures of VAALCO and TransGlobe are prepared
under different standards and may not be directly comparable. VAALCO’s 1P reserves estimates have been prepared in accordance with U.S. Standards. VAALCO’s 2P reserves estimates represent proved plus probable estimates are prepared in
accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers using VAALCO management assumptions. TransGlobe’s 1P and 2P reserves estimates were
determined in accordance with standards set out in Canadian Oil and Gas Evaluation Handbook (“COGEH”) and the reserves definitions contained in NI 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). See “Disclaimer -
Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” for more information. Complementary businesses creating a diversified, African-focused E&P Complementary asset base spanning Gabon, Egypt, Equatorial
Guinea and Canada, diversifying production and revenue Robust net cash balance sheet providing a strong foundation for meaningful shareholder returns Significant cash distribution: US$0.25/share through-cycle annual dividend and up to
US$0.27/share equivalent post-completion buyback(1) Step change in production and cash flows support sustainable returns and growth Near doubling of production and synergy potential support significant cash generation for shareholder
returns and growth investment Material reserves and production with a high quality inventory of multi-year investment options Significant 1P and 2P (NRI) reserve base of 32 and 51 mmboe with mid-point 2022 guidance production of 18.4
mboe/d (2) Enlarged scale enhances investment proposition for the global capital markets Scale and profile of combined group promotes increased market visibility and a significant uplift in trading liquidity Proven team with
anestablished track recordof value creation Combines two companies with a strong record of value creation and returns, with both share prices gaining 400%+ over the past 2 years
Creating a Diversified African E&P Business Supporting Sustainable Growth & Shareholder
Returns APPENDIX
Slide 32 Appendix Adjusted EBITDA TransGlobe 2021 Production Split (Canadian Standards) Working
Interest Production Product Sales Egypt crude oil bopd 10,578 11,202 Canada light and medium crude oil bopd 758 758 Canada NGL boepd 740 740 Canada conventional natural gas mcfd 4,667 4,667 VAALCO(1) TransGlobe(1) Cash /
Cash and cash equivalents US$m 18.94 37.25 Long-term debt US$m - (3.14) Net cash US$m 18.94 34.11 Net Cash U.S.-GAAP / IFRS Reconciliation TransGlobe 2021 2020 Net earnings (loss) US$m 40.3 (77.4) Add back: Finance
costs US$m 1.1 2.5 Income tax expense - current US$m 22.4 13.5 Depreciation, depletion and amortization US$m 25.4 31.0 Impairment (reversal) loss US$m (31.5) 73.5 Non-cash or unusual items: Share-based
compensation US$m 9.3 0.9 Adjusted EBITDA US$m 67.1 44.1 VAALCO 2021 2020 Net income (loss) US$m 81.8 (48.2) Add back: US$m Impact of discontinued operations US$m 0.1 0.1 Interest income,
net US$m (0.0) (0.2) Income tax expense (benefit) US$m (22.2) 27.7 Depreciation, depletion and amortization US$m 21.1 9.4 Impairment of proved crude oil and natural gas properties US$m - 30.6 Non-cash or unusual
items: US$m Stock-based compensation US$m 2.5 0.1 Gain on Sasol Acquisition, net US$m (5.2) - Other operating (income) expense, net US$m 0.4 1.7 Bad debt expense and other US$m 0.9 1.2 Adjusted
EBITDA US$m 79.4 22.4 VAALCO (US GAAP)(1) 2021 2020 Net income (loss) US$m 81.8 (48.2) Add back: US$m Impact of discontinued operations, net of tax US$m 0.1 0.1 Interest income, net US$m (0.0) (0.2) Income tax expense
(benefit) US$m (22.2) 27.7 Depreciation, depletion and amortization US$m 21.1 9.4 Impairment of proved crude oil and natural gas properties US$m - 30.6 Non-cash or unusual items: US$m Stock-based
compensation US$m 2.5 0.1 Gain on Sasol Acquisition, net US$m (5.2) - Other operating (income) expense, net US$m 0.4 1.7 Bad debt expense and other US$m 0.9 1.2 Adjusted EBITDA US$m 79.4 22.4 TransGlobe
(IFRS)(1) 2021 2020 Net earnings (loss) US$m 40.3 (77.4) Add back: Finance costs US$m 1.1 2.5 Income tax expense - current US$m 22.4 13.5 Depreciation, depletion and amortization US$m 25.4 31.0 Impairment (reversal)
loss US$m (31.5) 73.5 Non-cash or unusual items: Share-based compensation US$m 9.3 0.9 Adjusted EBITDA US$m 67.1 44.1 Numbers may not sum due to rounding.
Slide 33 Appendix Reserves and production figures of VAALCO and TransGlobe are prepared under
different standards and may not be directly comparable. See “Disclaimer - Caution to U.S. and Canadian Investors Regarding Management’s Reserve Estimates.” for more information. Reserve
Disclosure(1) VAALCO TransGlobe Gabon Egypt Canada 1P Net Revenue Interest 11.2 mmbbl (U.S.) 12.4 mmbbl 8.4 mmboe 1P Working Interest 12.9 mmbbl (UK) 18.2 mmbbl 9.8 mmboe 2P Net Revenue Interest 17.0 mmbbl (UK) 17.4
mmbbl 16.9 mmboe 2P Working Interest 19.5 mmbbl (UK) 26.7 mmbbl 19.4 mmboe TransGlobe 2021 Production Split (Canadian Standards) Working Interest Production Product Sales Egypt crude oil bopd 10,578 11,202 Canada light and medium
crude oil bopd 758 758 Canada NGL boepd 740 740 Canada conventional natural gas mcfd 4,667 4,667 Reserves & Production Disclosure
Slide 34 Disclaimers No Offer or Solicitation This investor presentation (“Presentation”) shall not
constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed arrangement (“proposed arrangement”) between VAALCO Energy, Inc. (“VAALCO”) or TransGlobe Energy Corporation
(“TransGlobe”). This Presentation is for information purposes only and shall not constitute a recommendation to participate in the proposed arrangement or to purchase any securities. This document does not constitute an offer to sell or
issue, or the solicitation of an offer to buy, acquire or subscribe for any securities in any jurisdiction, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as
amended (the “Securities Act”), or by means of a prospectus approved by the Financial Conduct Authority, or an exemption therefrom. This Presentation has been prepared to assist interested parties in making their own evaluation with respect
to the proposed arrangement and for no other purpose. The information herein does not purport to be all-inclusive. Please refer to the arrangement agreement between TransGlobe and VAALCO dated July 13, 2022, plan of arrangement and other
related transaction documents for the full terms of the arrangement. Please also refer to the “Important Information About the Proposed Arrangement and Where to Find It” paragraph below. Neither VAALCO, TransGlobe nor any of their respective
affiliates have any obligation to update this Presentation. Although all information and opinions expressed in this Presentation were obtained from sources believed to be reliable and in good faith, no representation or warranty, express or
implied, is made as to its accuracy or completeness. This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information
necessary to adequately make an informed decision regarding the proposed arrangement. Recipients of this Presentation should each make their own evaluation of VAALCO, TransGlobe and the proposed arrangement and of the relevance and adequacy
of the information and should make such other investigations as they deem necessary. Industry Data Information contained in this Presentation concerning the industry and markets in which either VAALCO or TransGlobe operates, including any
general expectation, market position, market opportunity and market size, is based on information from either management’s estimates and research, as well as from industry and general publications, and research, surveys and studies conducted
by third parties. In some cases, VAALCO and TransGlobe may not expressly refer to the sources from which this information is derived. Management estimates are derived from industry and general publications; research, surveys and studies
conducted by third parties; VAALCO’s and TransGlobe’s knowledge of the industry; and assumptions based on such information and knowledge, all of which VAALCO and TransGlobe believe to be reasonable. In addition, assumptions and estimates
relating to VAALCO, TransGlobe and their respective industries’ future performances are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause their future performances
and actual market growth, opportunity and size and the like to differ materially from the underlying assumptions and estimates. None of VAALCO, TransGlobe or their affiliates have independently verified any of the data from independent third
party sources referred to in this Presentation or ascertained the underlying assumptions relied upon by such sources. Trademarks and Trade Names VAALCO and TransGlobe own or have rights to various trademarks, service marks and trade names
that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display
of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with VAALCO or TransGlobe, or an endorsement or sponsorship by or of VAALCO or TransGlobe. Solely
for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that VAALCO or TransGlobe will not
assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Use of Projected Financial Information This Presentation contains projected
financial information with respect to VAALCO and TransGlobe, namely Adjusted EBITDA and expected production. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be
relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic,
competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” paragraph below. Actual results may differ
materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the
results reflected in such projections will be achieved. The independent auditors and the independent registered public accounting firms of VAALCO and TransGlobe have not audited, reviewed, compiled or performed any procedures with respect to
the projected financial information for the purpose of their inclusion in this Presentation, and accordingly, none of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation.
No undertaking is made to update any projected financial information , except as required by applicable law. Use of Non-GAAP and Other Financial Measures Some of the financial information and data contained in this Presentation, such as
Adjusted EBITDA and net cash, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”) or with the International Standards of Financial Reporting (“IFRS”). VAALCO and TransGlobe believe these
non-GAAP, non-IFRS, or other financial measures of financial results, respectively, provide useful information to management and investors regarding certain financial and business trends relating to each of VAALCO’s and TransGlobe’s financial
condition and results of operations. VAALCO and TransGlobe believe that the use of these non-GAAP, non-IFRS, or other financial measures, respectively, provides an additional tool for investors to use in evaluating projected operating results
and trends in and in comparing each of VAALCO’s and TransGlobe’s financial measures with other similar companies, many of which present similar non-GAAP, non-IFRS, or other financial measures to investors. Each of VAALCO’s and TransGlobe’s
management does not consider these non-GAAP, non-IFRS, or other financial measures, respectively, in isolation or as an alternative to financial measures determined in accordance with GAAP or IFRS, as the case may be. The principal limitation
of these financial measures is that they exclude significant expenses and income that are required by GAAP or IFRS to be recorded in VAALCO’s and TransGlobe’s financial statements. In addition, they are subject to inherent limitations as they
reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these financial measures. In order to compensate for these limitations, Each of VAALCO’s and TransGlobe’s management
presents non-GAAP financial or other financial measures in connection with GAAP or IFRS results. Net Cash Net cash is a non-GAAP financial measure that does not have any standardized meaning under IFRS/US GAAP and therefore may not be
comparable to similar measures presented by other companies. TransGlobe considers net cash to be a key measure to assess TransGlobe’s liquidity position at a point in time. The most directly comparable GAAP measure for net cash is cash and
cash equivalents. Net cash is equal to total cash and cash equivalents less long-term debt. TransGlobe’s net cash position at March 31, 2022 of US$34 million was determined by taking the March 31, 2022 cash balance of US$37 million, less
long-term debt of US$3 million at March 31, 2022. VAALCO’s net cash position at March 31, 2022 of US$19 million was equal to the March 31, 2022 cash and equivalent balance.
Slide 35 Disclaimers (cont.) Caution to U.S. and Canadian Investors Regarding Management's Reserve
Estimates Aggregated reserves figures prepared by management and not reviewed by competent person as required by local requirements. Reserve estimates of VAALCO and TransGlobe are prepared under different standards and may not be directly
comparable in all relevant respects. References to reserves in this Presentation represent crude oil and natural gas reserves only and, in each case, prepared by VAALCO management and TransGlobe management. VAALCO’s 1P reserves, net of
royalties, were prepared in accordance with United States Financial Accounting Standards Board’s (“FASB”) ASC Topic 932 – Extractive Activities – Oil and Natural Gas under U.S. GAAP and subpart 1200 of Regulation S-K promulgated by the SEC
(the “U.S. Standards”). VAALCO’s proved reserves “1P” on a working interest basis prior to deduction of royalties and VAALCO’s proved plus probable “2P” reserves represent estimates prepared in accordance with the definitions and guidelines
set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers as of December 31, 2021 using escalated crude oil price and cost assumptions made by VAALCO’s management. The U.S. Standards
definitions of proved and probable reserves are different from the definitions contained in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers as of December 31, 2021 and from Canadian National
Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). As a result, VAALCO's 1P working interest and 2P reserves may not be comparable to U.S. Standards or Canadian standards. The U.S. Standards require United
States oil and gas reporting companies, in their filings with the SEC, to disclose only proved reserves after the deduction of royalties and production due to others but permits the optional disclosure of probable and possible reserves in
accordance with SEC’s definitions. VAALCO’s 2P reserves may differ from the U.S. Standards and Canadian standards definitions of proved and probable reserves. Management of VAALCO uses 1P working interest and 2P reserves as a measurement of
operating performance because it assists management in strategic planning, budgeting and economic evaluations and in comparing the operating performance of VAALCO to other companies. Management of VAALCO believes that the presentation of
VAALCO's 1P working interest and 2P reserves and of the combined reserves is useful to its international investors, particularly those that invest in companies trading on the LSE, in order to better compare such reserves information to other
LSE-traded companies that report similar measures. VAALCO also believes that this information enhances its investors’ and securities analysts’ understanding of its business. However, 1P working interest and 2P reserves should not be used as a
substitute for proved reserves calculated in accordance with the definitions prescribed by the SEC. In evaluating VAALCO’s business, investors should rely on VAALCO’s SEC proved reserves and consider 1P working interest and 2P reserves only
supplementally. Additionally, TransGlobe’s reserves were determined in accordance with the standards set out in the Canadian Oil and Gas Evaluation Handbook (the “COGEH”) and the reserves definitions contained in NI 51-101, as required for a
Canadian reporting issuer under Canadian securities laws, and the 1P and 2P reserves estimates of VAALCO were not. The forecast of prices, inflation and exchange rates utilized in the TransGlobe reserves information were computed using the
average of the forecasts of GLJ Ltd., McDaniel & Associates Consultants Ltd. and Sproule Associates Limited each dated January 1, 2022. None of VAALCO, TransGlobe, or either of their respective qualified independent reserves evaluators
has been involved in the preparation of the other company’s reserve estimates. Neither of VAALCO’s nor TransGlobe’s independent reserves evaluators have been involved with the preparation of the combined reserves information in this document.
In addition to being a reporting issuer in all provinces of Canada, TransGlobe is a registrant with the SEC but is permitted to present disclosure of its reserves information in accordance with the standards set out in COGEH and the reserves
definitions contained in NI 51-101. Estimates of reserves and future net revenue made in accordance with COGEH and NI 51-101 will differ from corresponding measures prepared in accordance with the U.S. Standards and those differences may be
material. COGEH and NI 51-101, for example, require disclosure of reserves and related future net revenue estimates based on forecast prices and costs, whereas the U.S. Standards require that reserves and related future net revenue be
estimated using average prices for the previous 12 months and that the standardized measure reflect discounted future net income taxes related to VAALCO’s operations. In addition, COGEH and NI 51-101 permit the presentation of reserves
estimates on a “company gross” basis, representing TransGlobe’s working interest share before deduction of royalties, whereas the U.S. Standards require the presentation of net reserve estimates after the deduction of royalties and similar
payments. There are also differences in the technical reserves estimation standards applicable under NI 51-101 and, pursuant thereto, the COGEH, and those applicable under the U.S. Standards. NI 51-101 requires that proved undeveloped
reserves be reviewed annually for retention or reclassification if development has not proceeded as previously planned, while the U.S. Standards specify a five-year limit after initial booking for the development of proved undeveloped
reserves. Finally, the SEC prohibits disclosure of oil and gas resources in SEC filings, including contingent resources, whereas Canadian securities regulatory authorities allow disclosure of oil and gas resources. Resources are different
than, and should not be construed as, reserves. The foregoing is not an exhaustive summary of Canadian, U.S. or U.K. reserves reporting requirements. The management information circular to be prepared for the TransGlobe shareholder meeting
will contain COGEH compliant reserves disclosure for VAALCO and for TransGlobe and such information, including any combined reserves information contained therein, shall replace the estimates contained in this document. VAALCO and TransGlobe
did not construct a consolidated reserves report for the combined business. Therefore, the actual reserve of the combined business, may differ from the pro forma reserves for a number of reasons. U.S. GAAP to IFRS Differences The financial
information of TransGlobe included in this Presentation has been prepared in accordance with International Financial Reporting Standards (as promulgated by the International Accounting Standards Board) ("IFRS"). Certain differences exist
between IFRS and GAAP, which might be material to the financial information presented in this presentation. Important Information About the Proposed Arrangement and Where to Find It In connection with the proposed arrangement, VAALCO
intends to file preliminary and definitive proxy statements with the SEC. The preliminary and definitive proxy statements and other relevant documents will be sent or given to the stockholders of VAALCO as of the record date established for
voting on the proposed arrangement and will contain important information about the proposed arrangement and related matters. Stockholders of VAALCO and other interested persons are advised to read, when available, the preliminary proxy
statement and any amendments thereto and, once available, the definitive proxy statement, in connection with VAALCO’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the issuance of shares of
VAALCO’s common stock in connection with the proposed arrangement because the proxy statement will contain important information about VAALCO, TransGlobe and the proposed arrangement. When available, the definitive proxy statement will be
mailed to VAALCO’s stockholders as of a record date to be established for voting on the proposed arrangement. Stockholders will also be able to obtain, without charge, copies of (i) the proxy statement, once available, (ii) the other filings
with the SEC that have been incorporated by reference into the proxy statement and (iii) other filings containing information about VAALCO, TransGlobe and the proposed arrangement, at the SEC’s website at www.sec.gov or by directing a request
to: VAALCO Energy, Inc., 9800 Richmond Avenue, Suite 700, Houston, TX 77042, Attention: Secretary, telephone: (713) 623-0801. Certain Canadian Regulatory Matters In connection with the proposed arrangement, TransGlobe has filed a copy of
the Arrangement Agreement on its profile on SEDAR (www.sedar.com). Further, TransGlobe intends on mailing to its shareholders a management information circular and other relevant documents as of the record date established for voting on the
proposed arrangement, which will contain important information about the proposed arrangement and related matters. Shareholders of TransGlobe are advised to read, when available, the management information circular in connection with
TransGlobe's solicitation of proxies for the meeting of TransGlobe shareholders to approve the proposed arrangement. When finalized, the management information circular will be mailed to TransGlobe shareholders as of record date to be
established for voting on the proposed arrangement. Shareholders will also be able to obtain copies of the management information circular on TransGlobe's SEDAR profile (www.sedar.com). Important Notice to UK investors This Presentation has
not been approved by an authorised person in the UK in accordance with Section 21 of the Financial Services and Markets Act 2000 as amended (“FSMA”). This Presentation does not constitute, and the Company is not making, an offer of
transferable securities to the public within the meaning of section 102 (B) of FSMA and in the UK it is being delivered 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”). In the UK this Presentation is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons.
Slide 36 Disclaimers (cont.) Participants in the Proposed Arrangement Solicitation VAALCO,
TransGlobe and their respective directors and executive officers may be deemed participants in the solicitation of proxies from VAALCO’s stockholders in connection with the proposed arrangement. VAALCO’s stockholders and other interested
persons may obtain, without charge, more detailed information (i) regarding the directors and officers of VAALCO in VAALCO’s 2021 Annual Report on Form 10-K filed with the SEC on March 11, 2022, its proxy statement relating to its 2022 Annual
Meeting of Stockholders filed with the SEC on April 22, 2022 and other relevant materials filed with the SEC when they become available; and (ii) regarding TransGlobe’s directors and officers in TransGlobe’s 2021 Annual Information Form,
which is attached as Exhibit 99.1 to Form 40-F, filed with the SEC on March 17, 2022 and other relevant materials filed with the SEC when they become available. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to VAALCO’s stockholders in connection with the proposed arrangement will be set forth in the proxy statement for the proposed arrangement when available. Additional information regarding the
interests of participants in the solicitation of proxies in connection with the proposed arrangement will be included in the proxy statement that VAALCO intends to file with the SEC. Forward-Looking Statements This Presentation includes
“forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other
applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or
belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan,” “probably” or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this Presentation include, but are not limited to, statements relating to (i) the proposed arrangement and its expected terms, timing and closing, including receipt of required approvals, if any,
satisfaction of other customary closing conditions and expected changes and appointments to the executive team and board of directors; (ii) estimates of pro-forma reserves and future drilling, production and sales of crude oil and natural
gas; (iii) estimates of future cost reductions, synergies, including pre-tax synergies, savings and efficiencies; (iv) expectations regarding VAALCO’s ability to effectively integrate assets and properties it may acquire as a result of the
proposed arrangement into VAALCO’s operations; (v) expectations regarding future exploration and the development, growth and potential of VAALCO’s and TransGlobe’s operations, project pipeline and investments, and schedule and anticipated
benefits to be derived therefrom; (vi) expectations regarding future investments or divestitures; (vii) expectations of future dividends and returns to stockholders including share buybacks; (viii) expectations of future balance sheet
strength and credit ratings including pro forma financial metrics; (ix) expectations future equity and enterprise value; (x) expectations regarding of the continued listing of VAALCO’s common stock on The New York Stock Exchange, and London
Stock Exchange, and de-listing of TransGlobe’s shares from Nasdaq, Toronto Stock Exchange and AIM; (xi) expectations regarding the percentage share of the combined company that are expected to be owned by existing VAALCO stockholders and
TransGlobe shareholders; (xii) expectations of future plans, priorities and focus and benefits of the proposed arrangement and the Combined Company; (xiii) the combined group's environmental, social and governance related focus and
commitments, and the anticipated benefits to be derived therefrom; (xiv) terms of hedging contracts; and (xv) expectations relating to resource potential and the potential to add reserves. Additionally, statements relating to “reserves” are
deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the
future. Forward-looking statements regarding the percentage share of the Combined Company that are expected to be owned by existing VAALCO stockholders and TransGlobe shareholders have been calculated based on each company’s vested
outstanding shares as of the date of the Arrangement Agreement. Dividends of VAALCO beyond Q3 2022 have not yet been approved or declared by the board of directors. VAALCO management’s expectations with respect to future dividends,
annualized dividends or other returns to stockholders, including share buybacks, are forward-looking statements. Investors are cautioned that such statements with respect to future dividends and share buybacks are non-binding. The declaration
and payment of future dividends or the terms of any share buybacks remain at the discretion of the board of directors of VAALCO and will be determined based on VAALCO’s financial results, balance sheet strength, cash and liquidity
requirements, future prospects, crude oil and natural gas prices, and other factors deemed relevant by the board of directors of VAALCO. The board of directors of VAALCO reserves all powers related to the declaration and payment of dividends.
Consequently, in determining the dividend to be declared and paid on VAALCO common stock, the board of directors of VAALCO may revise or terminate the payment level at any time without prior notice. Such forward-looking statements are
subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. These risks and uncertainties include, but are not
limited to: the ability to obtain shareholder, court and regulatory approvals (if any) of the proposed arrangement; the ability to complete the proposed arrangement on anticipated terms and timetable; the possibility that various closing
conditions for the arrangement may not be satisfied or waived; risks relating to any unforeseen liabilities of VAALCO or TransGlobe; the tax treatment of the proposed arrangement in the United States and Canada; declines in oil or natural gas
prices; the level of success in exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing and costs of exploration and development expenditures;
inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; the ability to generate cash
flows that, along with cash on hand, will be sufficient to support operations and cash requirements; the ability to attract capital or obtain debt financing arrangements; currency exchange rates and regulations; actions by joint venture
co-owners; hedging decisions, including whether or not to enter into derivative financial instruments; international, federal and state initiatives relating to the regulation of hydraulic fracturing; failure of asses to yield oil or gas in
commercially viable quantities; uninsured or underinsured losses resulting from oil and gas operations; inability to access oil and gas markets due to market conditions or operational impediments; the impact and costs of compliance with laws
and regulations governing oil and gas operations; the ability to replace oil and natural gas reserves; any loss of senior management or technical personnel; competition in the oil and gas industry; the risk that the proposed arrangement may
not increase VAALCO’s relevance to investors in the international E&P industry, increase capital market access through scale and diversification or provide liquidity benefits for shareholders; and other risks described (i) under the
caption “Risk Factors” in VAALCO’s 2021 Annual Report on Form 10-K, filed with the SEC on March 11, 2022; and (ii) in TransGlobe’s 2021 Annual Report on Form 40-F, filed with the SEC on March 17, 2022 or TransGlobe's annual information form
for the year ended December 31, 2021 dated March 17, 2022. Neither VAALCO nor TransGlobe is affirming or adopting any statements or reports attributed to the other (including prior oil and gas reserves information) in this Presentation or
made by the other outside of this Presentation. More information on potential factors that could affect VAALCO’s or TransGlobe’s financial results will be included in the preliminary and the definitive proxy statements that VAALCO intends to
file with the SEC in connection with VAALCO’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the issuance of shares of VAALCO’s common stock in connection with the proposed arrangement.
There may be additional risks that neither VAALCO nor TransGlobe presently knows, or that VAALCO or TransGlobe currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect VAALCO’s and TransGlobe’s expectations, plans or forecasts of future events and views as of the date of this Presentation. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. No obligation is being undertaken to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Certain Assumptions Relating to Forward Looking Statements Forward-looking statements or information
are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect. Although TransGlobe and VAALCO believe the expectations reflected in such forward-looking
statements or information are reasonable, undue reliance should not be placed on forward-looking statements because TransGlobe and VAALCO can give no assurance that such expectations will prove to be correct. Many factors could cause actual
results to differ materially from those expressed or implied in any forward-looking statements contained herein. In addition to other factors and assumptions which may be identified in this presentation, assumptions have been made regarding,
among other things, anticipated production volumes; the timing of receipt of regulatory and shareholder approvals for the arrangement; the ability of the combined business to realize the anticipated benefits of the arrangement; ability to
effectively integrate assets and property as a result of the arrangement; ability to obtain qualified staff and equipment in a timely and cost-efficient manner; regulatory framework governing royalties, taxes and environmental matters in the
jurisdictions in which TransGlobe and VAALCO conducts and the combined business will conduct its business; future capital expenditures; future sources of funding for capital programs; current commodity prices and royalty regimes; future
exchange rates; the price of oil; the impact of increasing competition; conditions in general economic and financial markets; availability of drilling and related equipment; effects of regulation by governmental agencies; future operating
costs; uninterrupted access to areas of operation and infrastructure; recoverability of reserves and future production rates; the combined business will have sufficient cash flow, debt and equity sources or other financial resources required
to fund its capital and operating expenditures and requirements as needed; results of operations will be consistent with expectations; current or, where applicable, proposed industry conditions, laws and regulations will continue in effect;
the estimates of reserves and resource volumes and the assumptions related thereto are accurate in all material respects; and other matters.
Slide 37 Disclaimers (cont.) Oil & Gas Advisories Relating to TransGlobe Reserves The estimates
of TransGlobe's December 31, 2021 reserves set forth in this presentation have been prepared by GLJ Ltd. (“GLJ”), an independent qualified reserves evaluator, as of December 31, 2021 in accordance with NI 51-101 and the COGEH and using the
forecast of prices, inflation and exchange rates computed using the average of the forecasts of GLJ Ltd., McDaniel & Associates Consultants Ltd. and Sproule Associates Limited each dated January 1, 2022. Drilling locations This
Presentation discloses drilling inventory in three categories: (i) proved locations; (ii) probable locations; and (iii) unbooked locations. Proved locations and probable locations are derived from GLJ Ltd.'s reserves evaluation as of December
31, 2021 and account for drilling locations that have associated proved and/or probable reserves, as applicable. Of the 80 drilling locations identified herein, 6 are proved locations, 13 are probable locations and 61 are unbooked
locations. Unbooked locations are internal estimates based on TransGlobe's prospective acreage and an assumption as to the number of wells that can be drilled per section based on industry practice and internal review. Unbooked locations do
not have attributed reserves or resources. Unbooked locations consist of drilling locations that have been identified by management as an estimation of TransGlobe's multi-year drilling activities based on evaluation of applicable geologic,
seismic, engineering, production and reserves information. There is no certainty that TransGlobe will drill all of these drilling locations and if drilled there is no certainty that such locations will result in additional oil and gas
reserves, resources or production. The drilling locations on which TransGlobe drills wells will ultimately depend upon the availability of capital, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual
drilling results, additional reservoir information that is obtained and other factors. While certain of the unbooked drilling locations have been de-risked by drilling existing wells in relative close proximity to such unbooked drilling
locations, other unbooked drilling locations are farther away from existing wells where management has less information about the characteristics of the reservoir and therefore there is more uncertainty whether wells will be drilled in such
locations and if drilled there is more uncertainty that such wells will result in additional oil and gas reserves, resources or production. "BOEs" may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand
cubic feet of natural gas to one barrel of oil equivalent (6 mcf: 1 bbl) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the
value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. The estimates of
reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation. Evercore Partners International LLP
("Evercore"), acts as financial adviser to TransGlobe. Evercore acts solely for TransGlobe, and will not be responsible to anyone other than TransGlobe for providing the protections afforded to its customers or for advising any other person
in relation to the contents of this Presentation or on any transaction or arrangement referred to in this Presentation. Evercore has not authorised the contents of this Presentation (or any part of it) and no representation or warranty
(express or implied) is made, or liability accepted, by Evercore as to any of the contents of this Presentation without prejudice to any liability for, or remedy in respect of, fraudulent misrepresentation. Stifel, Nicolaus & Company,
Incorporated ("Stifel"), acts as financial adviser to VAALCO. Stifel acts solely for VAALCO, and will not be responsible to anyone other than VAALCO for providing the protections afforded to its customers or for advising any other person in
relation to the contents of this Presentation or on any transaction or arrangement referred to in this Presentation. Stifel has not authorised the contents of this Presentation (or any part of it) and no representation or warranty (express or
implied) is made, or liability accepted, by Stifel as to any of the contents of this Presentation without prejudice to any liability for, or remedy in respect of, fraudulent misrepresentation. Canaccord Genuity Limited ("Canaccord"), a
member firm of the LSE, is authorised and regulated by the FCA and acts as nominated adviser and broker to TransGlobe. Canaccord acts solely for TransGlobe, and will not be responsible to anyone other than TransGlobe for providing the
protections afforded to its customers or for advising any other person in relation to the contents of this Presentation or on any transaction or arrangement referred to in this Presentation. Canaccord’s responsibilities as TransGlobe’s
nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the LSE and are not owed to TransGlobe. Canaccord has not authorised the contents of this Presentation (or any part of it) and no
representation or warranty (express or implied) is made, or liability accepted, by Canaccord as to any of the contents of this Presentation without prejudice to any liability for, or remedy in respect of, fraudulent misrepresentation.
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