PetroNor E&P ASA

Share Issue/Capital Change • Feb 10, 2015

PRIVATE PLACEMENT ALLOCATION COMPLETED

PRIVATE PLACEMENT ALLOCATION COMPLETED

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 notices

published by African Petroleum Corporation Limited

("African Petroleum Corporation" or the "Company")

on 9 February 2015 at 16:31 (CET) and 10 February

2015 at 08:45 (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 95,106,200 (approximately US$12.5

million) in gross proceeds through the allocation

of 271,732,000 Offer Shares at a subscription price

of NOK 0.35 per share. The Company intends to

allocate the balance of the intended placing amount

of NOK 115,000,000, being approximately NOK 19

million (approximately US$2.5m), to retail

investors who form a large part of the Company's

shareholder base, and from whom there has been

significant interest in this process (refer below

for further details). In addition, each applicant

in the Private Placement will be entitled to be

allocated one non-transferable option for every two

shares allocated in the Private Placement,

corresponding to a total allocation of up to

135,866,000 options. The Company reserves the right

to issue the options as transferable options,

subject to NSX and Australian regulatory rules. The

options have an exercise price of NOK 0.75 per

share and will have a two-year life from the date

of issue.

Following this announcement, the Company will

request that the matching halt be ended.

The application period for the Private Placement

closed at 13:00 (CET) today, 10 February 2015. 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, including the approval of the

Private Placement by shareholders of the Company in

a general meeting which is expected to be held on

or about 16 March 2015 ("Shareholder's Meeting");

(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,

including but not limited to an approval from the

Australian Foreign Investment Review Board if

applicable 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.

The notice of the Shareholder's Meeting will be

distributed to the Company's shareholders shortly.

It is expected that the Private Placement will be

completed on or about 18 March 2015.

Following issuance of the Offer Shares the issued

and outstanding share capital of the Company will

be 957,589,457 shares. If all options allocated in

the Private Placement are issued and exercised, the

issued and outstanding share capital of the Company

will be 1,093,455,457. 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 seismic costs and

licence fees, as well as for working capital and

for general corporate purposes.

The Company's Chief Executive Officer, Dr Stuart

Lake, and Finance Director, Stephen West both

participated in the Private Placement by each

subscribing for 2,608,500 shares at a cost of NOK

912,975 each (approximately US$120,000 each). A

separate notification will be issued in due course.

Subject to approval by shareholders at the

Shareholder's Meeting, the Board of Directors of

African Petroleum Corporation intends to carry out

a subsequent offering of additional new shares and

options at the same terms as in the Private

Placement, expected to be in the amount of

approximately NOK 19 million (approximately US$2.5

million), in which the Company's shareholders

holding shares through VPS as of 10 February 2015,

as registered in the VPS on 12 February 2015, who

were not invited to participate 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 and options in

the Company. Please note that the original

announcement indicated rights to be issued to

shareholders as of 9 February 2015; however, due to

the extended application period, the ex-date has

been amended accordingly.

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

has acted as US Sub-Agent for the Private Placement.

African Petroleum Corporation's Chief Executive

Officer, Dr Stuart Lake, commented:

"We are delighted to announce today's Private

Placement to raise US$12.5 million, and our

intention to raise a further US$2.5 million in a

subsequent repair offering. We are particularly

pleased by the confidence placed in us by our

existing and new investors and encouraged that we

have been able to complete the fundraising 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 and to fund our ongoing

exploration programme, including seismic costs and

licence fees. The fundraising further bolsters our

position and provides us with additional

flexibility and optionality as we continue advanced

discussions with potential farm-out partners across

our prospective acreage offshore West Africa. We

look forward to updating the market on our progress

in due course."

For further information, please contact:

Stuart Lake, Chief Executive Officer

Stephen West, Finance Director

Tel: +44 20 3435 7700

Angeline Hicks, Company Secretary

Tel: + 61 401 489 883

Joint Lead Managers:

FirstEnergy Capital LLP

Hugh Sanderson / Jonathan Wright

Tel: +44 20 7448 0200

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

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

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," "es

timate," "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.