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PetroNor E&P ASA

Share Issue/Capital Change May 3, 2017

3710_rns_2017-05-03_799afe46-0b36-4b47-a8f0-d2c80671139e.html

Share Issue/Capital Change

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PRIVATE PLACEMENT ALLOCATION COMPLETED

PRIVATE PLACEMENT ALLOCATION COMPLETED

Reference is made to the stock exchange notices published by

African Petroleum Corporation Limited ("African Petroleum

Corporation" or the "Company") on 2 May 2017 at 16:35 (CET)

regarding the contemplated private placement to certain

existing and new investors (the "Private Placement") of new

ordinary shares (the "Offer Shares"). The Board of Directors

of the Company is pleased to announce that the Private

Placement has been successfully allocated raising

approximately NOK 258 million (approximately US$30 million)

in gross proceeds through the allocation of 33,250,000 Offer

Shares at a subscription price of NOK 7.75 per share, which

represents a 5.3 per cent discount to the 20-day volume

weighted average price.

The application period for the Private Placement closed at

08:00 (CET) today, 3 May 2017. The completion of the Private

Placement is conditional upon (i) the relevant corporate

resolutions required to implement the Private Placement being

made by the Company; (ii) the Company receiving full payment

for the Offer Shares on the due date for payment; (iii) any

regulatory approvals and filings required in connection with

the issuance of the Offer Shares; and (iv) the approval by

the Financial Supervisory Authority of Norway of a prospectus

prepared in accordance with the Norwegian Securities Trading

Act Chapter 7 for admission to listing of the Offer Shares on

Oslo Axess.

It is expected that the Private Placement will be completed

on or about 12 May 2017.

Following issuance of the Offer Shares the issued and

outstanding share capital of the Company will be 151,174,204

shares. The shares do not have a par value.

The proceeds from the Private Placement will be used to

strengthen the Company's balance sheet and liquidity

position, to fund the Company's ongoing exploration program,

including the Ayamé-1X exploration well being drilled in Côte

d'Ivoire, as well as for working capital and for general

corporate purposes.

The Board of Directors of African Petroleum Corporation

intends to carry out a subsequent offering of additional new

shares at the same terms as in the Private Placement,

expected to be in the amount of approximately NOK 43 million

(approximately US$5 million), in which the Company's

shareholders holding shares through VPS as of 2 May 2017, as

registered in the VPS on 4 May 2017, who were not allocated

shares in the Private Placement and who are not resident in a

jurisdiction where such offering would be unlawful or, for

jurisdictions other than Norway, would require any

prospectus, filing, registration or similar action, will be

granted non-transferable allocation rights to apply for, and,

upon application, be allocated new shares in the Company.

Mirabaud Securities LLP and Pareto Securities AS have acted

as Joint Lead Managers for the Private Placement, and EAS

Advisors, LLC, acting through Odeon Capital Group LLC, a

member of FINRA / SIPC / MSRB, has acted as US Sub-Agent for

the Private Placement.

African Petroleum Corporation's Chief Executive Officer, Jens

Pace, commented:

"We are highly encouraged by the support shown by both

existing and new, high quality institutional investors during

this process. The Private Placing was heavily oversubscribed

which highlights a strong demand for investment opportunities

in high quality West African exploration. With the well in

Côte d'Ivoire drilling ahead, and discussions taking place to

convert our recently signed Heads of Terms agreement into a

formal farm-out, we are entering an exciting period in the

Company's development. We look forward to providing updates

on these key catalysts in the near future."

For further information, please contact:

Jens Pace, Chief Executive Officer

Stephen West, Chief Financial Officer

Tel: +44 20 3655 7810

Angeline Hicks, Company Secretary

Tel: + 61 401 489 883

Joint Lead Managers:

Mirabaud Securities LLP

Peter Krens

Tel: +44 20 7878 3362

AND

Pareto Securities AS

Davide Finelli

Tel: +44 20 7786 4398

Media Contacts:

Buchanan

Ben Romney/Chris Judd

Tel: +44 20 7466 5000

About African Petroleum Corporation

African Petroleum is an independent oil and gas exploration

company with an equity interest in eight licences in four

countries offshore West Africa (Senegal, the Gambia, Cote

d'Ivoire and Sierra Leone). The Company's assets are located

in proven hydrocarbon basins in the West African Transform

Margin and the Atlantic Margin, where several discoveries

have been made in recent years. The Company is working with

its partner Ophir Energy (operator) on the CI-513 licence in

Côte d'Ivoire to drill an exploration well in May 2017.

For more information about African Petroleum, please see

www.africanpetroleum.com.au

This information is subject to disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading

Act.

Disclaimer

The information contained herein shall not constitute an

offer to sell or the solicitation of an offer to buy, nor

shall there be any sale of the securities referred to herein

in any jurisdiction in which such offer, solicitation or sale

would be unlawful prior to registration, exemption from

registration or qualification under the securities laws of

any such jurisdiction. In particular, the securities

referenced herein have not been, and will not be, registered

under the U.S. Securities Act of 1933, as amended

(the "Securities Act"), and may not be offered or sold in the

United States absent registration or pursuant an exemption

from the registration requirements of the Securities Act and

applicable U.S. state securities laws. The Company does not

intend to register any part of the offering in the United

States or to conduct a public offering of securities in the

United States.

This press release may not be released to any U.S. wire

service or distributed or sent into the United States,

Canada, Japan or any other jurisdiction in which such

distribution would be unlawful or would require registration

or other measures.

This document is a press release and not a prospectus for the

purposes of Directive 2003/71/EC as amended (together with

any applicable implementing measures in any Member State,

the "Prospectus Directive"). Any offering of securities will

be made to investors in any EEA Member State in reliance on

applicable exemptions from the obligation to prepare a

prospectus under the Prospectus Directive, and no EEA

prospectus will accordingly be prepared or available for the

purpose of the Private Placement. In any EEA Member State

other than Norway that has implemented the Prospectus

Directive, this communication is only addressed to and is

only directed at qualified investors in that Member State

within the meaning of the Prospectus Directive, i.e., only to

investors who can receive the offer without an approved

prospectus in such EEA Member State.

This press release may not be distributed to any person in

the United Kingdom except persons (i) who have professional

experience in matters relating to investments falling within

Article 19(5) (investment professionals) of the Financial

Services and Markets Act 2000 (Financial Promotions) Order

2005 ("FPO"), (ii) who fall within the categories of persons

referred to in Article 49(2)(a) to (d) (high net worth

companies, unincorporated associations, etc.) of the FPO or

(iii) to whom it may otherwise be lawfully communicated.

This press release is not an offer to sell, or the

solicitation of an offer to buy, any of the Company's

securities to or from investors in Australia. This press

release is not a prospectus, product disclosure statement or

other offer document under Australian law. Any offers

relating to Company securities in Australia will be made only

to persons who are professional investors or sophisticated

investors (as those terms are used in s708(11) and s708(8)

respectively of the Australian Corporations Act 2001

("Corporations Act")) or other persons specified in s708 of

the Corporations Act who do not require or need to be given a

prospectus or other disclosure document under Chapter 6D of

the Corporations Act to lawfully receive an offer to

subscribe for or acquire securities in the Company.

This press release contains forward-looking statements.

Forward-looking statements are statements that are not

historical facts and may be identified by words such

as "believe," "expect," "anticipate," "intends," "estimate," "

will," "may," "continue," "should" and similar expressions.

The forward-looking statements in this release are based upon

various assumptions, many of which are based, in turn, upon

further assumptions. Although African Petroleum Corporation

believes that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known

and unknown risks, uncertainties, contingencies and other

important factors which are difficult or impossible to

predict and are beyond its control. Such risks,

uncertainties, contingencies and other important factors

could cause actual events to differ materially from the

expectations expressed or implied in this release by such

forward-looking statements.

The information, opinions and forward-looking statements

contained in this release speak only as at its date, and are

subject to change without notice. African Petroleum

Corporation disclaims any obligation to update and revise any

forward-looking statements, whether as a result of new

information, future events or otherwise.

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