PetroNor E&P ASA

Regulatory Filings • Oct 22, 2015

PRIVATE PLACEMENT ALLOCATION COMPLETED

PRIVATE PLACEMENT ALLOCATION COMPLETED

Reference is made to the stock exchange notice

published by African Petroleum Corporation Limited

("African Petroleum" or the "Company") on 21 October

2015 at 16:32 (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 NOK

16,476,293 (approximately US$2 million) in gross

proceeds through the allocation of 96,919,370 Offer

Shares at a subscription price of NOK 0.17 per share

(the "Subscription Price"), on a pre-consolidation

basis. The Subscription Price was determined during

the book building process and represents a discount of

NOK 0.04 to the opening price of the shares on the

Oslo Axess today.

The application period for the Private Placement

closed at 08:00 (CET) today, 22 October 2015. The

completion of the Private Placement is conditional

upon (i) the Company receiving full payment for the

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

regulatory approvals and filings required in

connection with the issuance of the Offer Shares.

Following issuance of the Offer Shares the issued and

outstanding share capital of the Company will be

1,066,113,157 shares on a pre-consolidation basis,

approximately 106,611,316 shares on a post-

consolidation basis (subject to rounding, following

completion of the consolidation of the Company's share

capital on the basis of one share for every ten held,

which was approved by the shareholders in the general

meeting held on 21 October 2015). The shares do not

have a par value. It is expected that the new shares

will be issued on a delivery-versus-payment basis on

or about 28 October 2015.

The proceeds from the Private Placement will be used

to strengthen the Company's balance sheet and

liquidity position, to fund working capital and for

general corporate purposes.

Mirabaud Securities LLP has acted as Lead Manager for

the Private Placement.

African Petroleum's Chief Executive Officer, Jens

Pace, commented:

"We are pleased by the confidence placed in us by our

existing and new investors for this modest US$2

million fundraise, despite the current uncertainty in

world oil markets. The net proceeds of the placing

will be used to primarily strengthen the Company's

balance sheet and liquidity position whilst we work

towards completing farm-out transactions on our high

impact exploration acreage."

For further information, please contact:

Jens Pace, Chief Executive Officer

Stephen West, Finance Director

Tel: +44 20 3761 6900

Angeline Hicks, Company Secretary

Tel: + 61 401 489 883

Lead Manager:

Mirabaud Securities LLP

Peter Krens

Tel: +44 20 7878 3362

Media Contacts:

For UK and International media - Buchanan

Ben Romney/Helen Chan

Tel: +44 207 466 5000

For Norwegian media - First House

Geir Arne Drangeid

Tel: +47 913 10 458

About African Petroleum

African Petroleum is an independent oil and gas

exploration company operating ten licences in five

countries offshore West Africa. 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. With a combined net acreage position of

30,378km2 through its licences in Côte d'Ivoire,

Liberia, Senegal, Sierra Leone and The Gambia, the

Company has matured its portfolio through the

acquisition of more than 18,500km2 of 3D seismic data

and successfully drilling three deep-water wells, one

of which was the first hydrocarbons discovery in the

offshore Liberian - Sierra Leone Basin.

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," "estim

ate," "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 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 disclaims any obligation to update

and revise any forward-looking statements, whether as

a result of new information, future events or

otherwise.