PetroNor E&P ASA

Prospectus • May 13, 2014

ASIC NO-ACTION LETTER AND ENTERING INTO OF LENDING OPTION AGREEMENT AND OVER-ALLOTMENT OPTION AGREEMENT

ASIC NO-ACTION LETTER AND ENTERING INTO OF LENDING OPTION AGREEMENT AND OVER-ALLOTMENT OPTION AGREEMENT

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

13 May 2014

NSX/Oslo Axess Announcement

African Petroleum Corporation Limited

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

ASIC NO-ACTION LETTER AND ENTERING INTO OF LENDING OPTION

AGREEMENT AND OVER-ALLOTMENT OPTION AGREEMENT

Reference is made to the stock exchange announcement dated 9 May

2014 regarding the announcement, and the terms, of African Petroleum

Corporation Limited's (OSE ticker code "APCL", NSX ticker code "AOQ")

initial public offering of the Company's shares on Oslo Axess (the

"Offering"), and the approval by the Financial Supervisory Authority of

Norway of the prospectus dated 9 May 2014 prepared in connection with

the Offering and the expected listing of the shares of African Petroleum

Corporation on Oslo Axess (the "Prospectus").

The Company hereby informs that Pareto Securities AS, acting as

Manager in the Offering (the "Manager"), has received the no-action

letter from the Australian Securities & Investments Commission ("ASIC"),

in connection with the stabilisation activities that the Manager may carry

out in connection with the Offering as further described in the

Prospectus.

As a consequence, the Manager has today entered into the lending

option agreement with Sarella Investments Limited (the "Lending

Shareholder") and the Company in order to facilitate the use of the over-

allotment facility, as described in the Prospectus. Further, the Company,

the Manager and the Lending Shareholder have entered into the over-

allotment option agreement whereby the Manager is granted a share

option to secure redelivery of the borrowed shares to the Lending

Shareholder.

Should the Manager exercise the over-allotment option, carry out

stabilisation activities and exercise the greenshoe option, this will be

separately announced by the Company and/or the Manager.

For further information, please contact:

Stuart Lake, Chief Executive Officer

Stephen West, Finance Director

Tel: +44 20 3435 7700

Claire Tolcon

Company Secretary

Tel: + 61 8 9388 0744

Media Contacts:

For UK and International media:

Mark Antelme/Charlie Stewart, Bell Pottinger

Tel: +44 207 861 3800

For Norwegian media:

Geir Arne Drangeid, First House, Tel: +47 913 10 458

Geir Gjervan, First House, Tel: +47 908 79 108

About African Petroleum Corporation Limited

African Petroleum Corporation is a dynamic, independent oil and gas

exploration company operating eight licences in four 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's Narina-1 discovery in February 2012, which proved a

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

acreage position of 28,295km2 through its licences in Côte d'Ivoire,

Liberia, Senegal and Sierra Leone, the Company has matured its portfolio

rapidly, acquiring more than 15,000km2 of 3D seismic data and

successfully drilling three wells, one of which was the first hydrocarbons

discovery in the offshore Liberian deep-water basin. The Company

emphasises that although the well encountered hydrocarbon columns

supported by pressure and sample data, the accumulation does not

qualify as reserves or contingent resources under the Petroleum

Resources Classification Framework, which requires flow tests.

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 to 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.

Any offering of securities will be made to investors in any EEA Member

State by means of a prospectus (prepared in compliance with the laws of

Norway) that may be obtained from the Company or the Manager and

that contains detailed information about African Petroleum Corporation

and management, as well as financial statements. This document is a

press release and not a prospectus for the purposes of Directive

2003/71/EC (together with any applicable implementing measures in any

Member State, the "Prospectus Directive"). Investors should not

subscribe for any securities referred to in this document except on the

basis of information contained in the prospectus to be published in

connection with the Offering. 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. As noted above, a

prospectus will be prepared by the Company in compliance with the laws

of Norway but this will not be a prospectus or an 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.

This information is subject to disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.