PetroNor E&P ASA

Prospectus • Mar 16, 2015

APPROVED PROSPECTUS AND SUBSEQUENT REPAIR OFFERING

APPROVED PROSPECTUS AND SUBSEQUENT REPAIR OFFERING

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS

WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA OR

JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement made by African

Petroleum Corporation Limited ("African Petroleum" or the "Company") on 10

February 2015 in relation to the completed private placement of 271,732,000

new shares (the "New Shares") at a price per share of NOK 0.35 and

135,866,000 options at an exercise price of NOK 0.75 per option (the "Private

Placement") and contemplated subsequent Repair offering of additional new

shares and options at the same terms as in the Private Placement, in the

approximate amount of NOK 19 million (the "Subsequent Repair Offering").

Reference is further made to the announcement released by the Company this

morning relating to the approval by the shareholders of the Company of the

issuance of the shares and options in the Private Placement as well as the

shares and options to be issued in the Subsequent Repair Offering.

The Financial Supervisory Authority of Norway has today approved the

prospectus dated 16 March 2015 (the "Prospectus") that has been prepared in

connection with the admission to trading on Oslo Axess of 271,732,000 New

Shares to be issued in connection with the Private Placement and the offer and

listing of up to 54,346,000 offer shares (the "Offer Shares") and offer up to

27,173,000 options in the Subsequent Repair Offering. The Prospectus will,

subject to regulatory restrictions in certain jurisdictions, be available at

www.paretosec.com and on the Company's website

www.africanpetroleum.com.au by 08:00 CET on 17 March 2015. The

Prospectus will further be available free of charge at the business offices of the

Company and the Manager.

The application period for the Subsequent Repair Offering commences at 9:00

(CET) on 17 March 2015, and expires on 27 March 2015 at 12:00 (CET). The

offer price per Offer Share is NOK 0.35, equal to the offer price per New Share

in the Private Placement. Applicants who are allocated Offer Shares will receive

1 free option for every 2 Offer Shares subscribed. The options will expire at

17:00 WST on 17 March 2017 and will have an exercise price of NOK 0.75 per

option. Shareholders in the VPS as of 10 February 2015 (the date of the Private

Placement), as recorded in the VPS on 12 February 2015 (the "Record Date")

who were not invited to participate in the Private Placement will, subject to

regulatory restrictions in certain jurisdictions, have priority on allocation in the

Subsequent Repair Offering for up to 0.2917 Offer Share per share owned on

10 February 2015 in accordance with the allocation principles set out in the

Prospectus.

The New Shares allocated in the Private Placement are expected to be issued by

the Board of the Company and listed on Oslo Axess on or about 18 March

FirstEnergy Capital LLP and Mirabaud Securities LLP have acted as Joint Lead

Managers for the Private Placement, and EAS Advisors, LLC, acting through

Merriman Capital, Inc., a member of FINRA / SIPC as acted as US Sub-Agent for

the Private Placement.

Pareto Securities AS is acting as Manager in connection with the Subsequent

Repair Offering.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian

Securities Trading Act.

*****

For further information, please contact:

Stuart Lake, Chief Executive Officer

Stephen West, Finance Director

Tel: +44 20 3761 6900

Angeline Hicks, Company Secretary

Tel: + 61 401 489 883

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

Geir Gjervan

Tel: +47 908 79 108

About African Petroleum Corporation

African Petroleum Corporation is a dynamic, independent oil and gas

exploration company operating ten licences in five countries offshore West

Africa. The Company's assets are located in fast-emerging hydrocarbon

basins, principally the West African Transform Margin, where several

discoveries have been made in recent years, including African Petroleum

Corporation's Narina-1 discovery in February 2012, which proved a working

hydrocarbon system in the Liberian basin. With a combined net acreage

position of 30,967km2 through its licences in Côte d'Ivoire, Liberia, Senegal,

Sierra Leone and The Gambia, the Company has matured its portfolio rapidly,

acquiring more than 18,500km2 of 3D seismic data and successfully drilling

three wells, one of which was the first hydrocarbons discovery in the offshore

Liberian deep-water basin.

For more information about African Petroleum Corporation, please see

www.africanpetroleum.com.au

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 solely on the basis of the Prospectus dated 16 March

2015. 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.