PetroNor E&P ASA

Regulatory Filings • Feb 9, 2015

CONTEMPLATED PRIVATE PLACEMENT

CONTEMPLATED PRIVATE PLACEMENT

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

African Petroleum Corporation Limited (African

Petroleum Corporation" or the "Company"), an

independent oil and gas exploration company

operating ten licences in five countries offshore

West Africa, intends to carry out a private

placement to raise between NOK 76 million to NOK

115 million (approximately US$10 million to US$15

million) through the issue of new fully paid

ordinary shares to certain existing and new

investors (the "Private Placement"). FirstEnergy

Capital LLP and Mirabaud Securities LLP have been

appointed to act as Joint Lead Managers for the

Private Placement and EAS Advisors, LLC, acting

through Merriman Capital, Inc., a member of FINRA /

SIPC has been appointed as US Sub-Agent for the

Private Placement.

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 programme, including seismic costs and

licence fees, as well as for working capital and

for general corporate purposes.

The Private Placement will be directed at a limited

number of selected investors pursuant to applicable

exemptions from local prospectus requirements and

other filing requirements and in compliance with

Regulation S under the U.S. Securities Act of 1933,

as amended (the "U.S. Securities Act"), including

in the United States to qualified institutional

buyers ("QIBs") as defined in, Rule 144A under the

U.S. Securities Act; subject to a minimum

application and allocation of an amount in NOK

equivalent to EUR 100,000 per investor.

The shares to be offered in the Private Placement

(the "Offer Shares") will be offered at a price of

NOK 0.35 (the "Offer Price"). The Offer Price has

been determined on the basis of pre-sounding

discussions with potential investors in the Private

Placement. The application period for the Private

Placement commences today, 9 February 2015, at

16:30 (CET) and will close on 10 February 2015 at

08:00 (CET). The Company, together with the Joint

Lead Managers, reserves the right to close or

extend the application period at any time at their

sole discretion, or to cancel the Private Placement

in its entirety.

Each applicant in the Private Placement will be

allocated one non-transferable option for every two

shares allocated in the Private Placement. Each

option will entitle the holder thereof to subscribe

for one new share in the Company at an exercise

price of NOK 0.75 per share. The options will have

a two-year life from the issue date and will not be

listed on any exchange.

The allocation of the Offer Shares will be

determined at the end of the application period.

The final allocation of the Offer Shares will be

made by the Company's Board of Directors ("Board")

and at the Board's sole discretion. The completion

of the Private Placement will be 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; (ii) the Company receiving

full payment for the Offer Shares on the due date

for payment; (iii) any regulatory approvals

required to issue the Offer Shares, including but

not limited to an approval from the Australian

Foreign Investment Review Board ("FIRB") 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 (the "NSTA") Chapter 7 for

admission to listing of the Offer Shares on Oslo

Axess.

The Company will announce the number of shares

allocated in the Private Placement through a stock

exchange notice expected to be published before

opening of the trading on Oslo Axess tomorrow, 10

February 2015.

Assuming successful completion of the Private

Placement and fulfilment of the conditions as set

out above, the Offer Shares are expected to be

issued on or about 16 March 2015 and be tradable on

Oslo Axess shortly thereafter.

The Board has taken account of its obligations

under section 5-14 of the NSTA and the section 2.1

of the Continuing Obligations for Stock Exchange

Listed Companies (the "Continuing Obligations") and

considers the Private Placement to be in the best

interests of the Company to secure funding from

qualifying investors at the most competitive cost,

in a timescale that will allow the Company to

continue to concentrate on its farm-out

opportunities, to secure partners for certain of

its licences, and to secure funds for payment of

operational commitment's as they fall due.

Subject to completion of the Private Placement, the

Board intends to carry out a subsequent offering of

new shares and options at the same terms as in the

Private Placement, in which the Company's

shareholders holding shares through

Verdipapirsentralen ASA ("VPS") as of 9 February

2015, as registered in the VPS on 11 February 2015

(the "Record Date"), 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.

For further information, please contact:

Stuart Lake, Chief Executive Officer

Stephen West, Finance Director

Tel: +44 20 3435 7700

Joint Lead Managers:

FirstEnergy Capital LLP

Tel: +44 20 7448 0200

AND

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, directly or

indirectly, into the United States, Canada, Japan

or any other jurisdiction in which such release or

distribution would be unlawful

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 the Company's 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," "intend," "est

imate," "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 that 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.