PetroNor E&P ASA — Capital/Financing Update 2014

May 28, 2014

REGISTRATION OF SHARE CAPITAL INCREASE

REGISTRATION OF SHARE CAPITAL INCREASE

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

28 May 2014 - Reference is made to the announcement

made by African Petroleum Corporation Limited

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

21 May 2014 regarding completion of its initial public

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

"Offering") and the announcement made by the Company

on 26 May 2014 regarding the increase of the order

made by one of the institutional investors in the

Offering, increasing the Offering to a total of

37,378,820 new shares to be issued by the Company in

accordance with the terms of the Offering as set out

in the Prospectus dated 9 May 2014 (excluding the

over-allotted shares).

The 37,378,820 shares allocated in the Offering (i.e.

excluding the over-allotted shares) have today been

registered in the Company's sub-register in Australia,

Clearing House Electronic Sub-register System

("Chess"), and registered in the VPS as depository

receipts, resulting in the Company having a total of

685,857,456 shares in issue. The shares have no par value.

Trading on Oslo Axess is expected to commence at 9.00

AM (CET) on 30 May 2014 under the ticker symbol "APCL".

Pareto Securities AS is acting as Manager in the Offering.

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

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 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. Further appraisal

data is required to book contingent resources.

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.