TransGlobe Energy Corporation Announces Shareholder Approval For The Plan Of Arrangement

Calgary, Alberta--(Newsfile Corp. - October 7, 2022) -  TransGlobe Energy Corporation (AIM: TGL) (TSX:TGL) (NASDAQ:TGA) ("TransGlobe" or the"Corporation")is pleased to announce that today at its special meeting (the "Meeting") of the holders ("TransGlobe Shareholders") of common shares of TransGlobe ("TransGlobe Common Shares"), the TransGlobe Shareholders passed a special resolution (the "Arrangement Resolution") approving a plan of arrangement (the "Arrangement") pursuant to Section 193 of the Business Corporations Act (Alberta), pursuant to which VAALCO Energy Canada ULC ("AcquireCo"), will acquire all of the issued and outstanding TransGlobe Common Shares and the Corporation will become a direct wholly-owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO Energy, Inc. ("VAALCO"). TransGlobe Shareholders will receive, for each TransGlobe Common Share held, 0.6727 of a share of common stock in the authorized capital of VAALCO (the "Transaction").

The Arrangement Resolution was required to be passed by not less than 662/3% of the votes cast by TransGlobe Shareholders, either in person or by proxy at the Meeting.

A total of 49,167,114 TransGlobe Common Shares (approximately 67% of the issued and outstanding TransGlobe Common Shares) were represented at the Meeting in person or by proxy. The Arrangement Resolution was approved by 72.8% of the votes cast by TransGlobe Shareholders, either in person or by proxy at the Meeting.

TransGlobe expects to apply for the final approval of the Court of King's Bench of Alberta for the Arrangement on October 11, 2022 and, assuming such order is granted on the terms and conditions contemplated by TransGlobe, AcquireCo and VAALCO, closing of the Arrangement is expected to occur on or about October 13, 2022. On October 14, 2022, it is expected that TransGlobe Common Shares will be delisted on NASDAQ and trading of TransGlobe Common Shares on AIM will be cancelled, and within 2 days following receipt by the Toronto Stock Exchange ("TSX") of the required documents relating to the completion of the Arrangement, trading of TransGlobe Common Shares will be delisted from the TSX.

For details of the voting results on the sole matter considered at the Meeting, see TransGlobe's Report of Voting Results filed pursuant to Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations on www.sedar.com.

In order for TransGlobe Shareholders to receive the consideration to which they are entitled pursuant to the Arrangement, TransGlobe Shareholders are required to deposit the certificate(s) or direct registration statement ("DRS") advice(s) (if any) representing TransGlobe Common Shares held by them along with the letter of transmittal, validly completed and duly executed, and all other documents required by the terms of the Arrangement and the letter of transmittal, with Computershare Investor Services Inc. ("Computershare") at the addresses specified on the back page of the letter of transmittal. Registered holders of TransGlobe Common Shares who do not deposit a validly completed and duly executed letter of transmittal, together with the certificate(s) or DRS advice(s) representing their TransGlobe Common Shares and the other relevant documents, will not receive the consideration to which they are otherwise entitled pursuant to the Arrangement until the deposit of such materials is made. Letters of transmittal were previously sent to registered TransGlobe Shareholders with the materials of the Meeting. All questions, including any request for another letter of transmittal, should be directed to Computershare, which can be contacted at 1-800-564-6253 (toll free) or 1-514-982-7555 (outside North America) or [email protected].

The full detailed updated timetable for the Transaction has been included below. Please note that the dates given in this expected timetable below are based on TransGlobe's current expectations and are subject to change.