PetroNor E&P ASA

Prospectus • May 9, 2014

APPROVED PROSPECTUS AND LAUNCH OF IPO ON OSLO AXESS

APPROVED PROSPECTUS AND LAUNCH OF IPO ON OSLO AXESS

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

9 May 2014 - African Petroleum Corporation Limited

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

resolved to launch an initial public offering (the

"Offering") of the Company's shares on Oslo Axess.

Subject to successful completion of the Offering and

fulfilment of the conditions for listing as determined

by the Board of Oslo Børs on 30 April 2014, the shares

of African Petroleum Corporation are expected to be

admitted to listing on Oslo Axess on or about 30 May 2014.

The Company is a West African focused exploration

company, and is operator of eight licences across

Liberia, Sierra Leone, Côte d'Ivoire and Senegal. Its

assets are principally in the West African Transform

Margin, where several discoveries have been made in

recent years, including African Petroleum

Corporation's technical Narina-1 discovery in February

2012. The Company has a total net acreage position of

28,295 square kilometres with net unrisked prospective

resources estimated at 5.2 billion barrels,

highlighting the scale of African Petroleum

Corporation's presence in the region.

Commenting on today's announcement, Stuart Lake,

African Petroleum Corporation's Chief Executive

Officer and Executive Director said: "This is an

important milestone and exciting time for African

Petroleum Corporation. The initial public offering and

the subsequent listing on Oslo Axess are key

components to the further growth and development of

the Company.

With recent licence extensions in Côte d'Ivoire,

Liberia and Sierra Leone, and as we are preparing for

a drilling campaign in 2015, we look to unlock the

exciting potential in our West African assets, we are

pleased to offer new shares in the Company to existing

and new investors."

The shares to be offered in the Offering (the "Offer

Shares") will be offered at an indicative non-binding

price range of between NOK 1.30 and NOK 1.45

(approximately A$0.24 and A$0.26) per Offer Share,

which implies a pre-IPO value of African Petroleum

Corporation of between NOK 843 million and NOK 940.3

million (approximately A$153.1 million and A$170.8

million). The final price per Offer Share may,

however, be set above or below this indicative price

range.

The Company intends to raise gross proceeds between

NOK 100 million to NOK 200 million (approximately A$18

million to A$36 million), by issuing between

68,965,517 and 153,846,154 Offer Shares in the

Offering. In addition, pursuant to an over-allotment

facility, Pareto Securities AS, as manager of the

Offering (the "Manager"), may elect to over-allot a

number of additional shares equalling up to 10% of the

number of Offer Shares initially allocated in the

Offering. These shares will be provided by Sarella

Investments Limited through a share lending

arrangement with the Manager.

The Financial Supervisory Authority of Norway has

today approved the prospectus dated 9 May 2014 that

has been prepared in connection with the Offering and

the expected listing of the shares of African

Petroleum Corporation on Oslo Axess. In accordance

with the prospectus, the Offering will consist of:

· a retail offering, in which Offer Shares are being

offered to the public in Norway subject to a lower

limit per application and allocation of NOK 10,500 and

an upper limit per application and allocation of NOK

999,999 for each applicant (the "Retail Offering").

Applicants in the Retail Offering will receive a

discount of NOK 1,500 on their aggregate application

amount for the Offer Shares allocated to such

applicants; and

· an institutional offering, in which Offer Shares are

being offered to (i) investors in Norway, (ii)

investors outside Norway and the United States

pursuant to applicable exemptions from local

prospectus requirements and other filing requirements

and in compliance with Regulation S under the U.S.

Securities Act, and (iii) in the United States to

qualified institutional buyers (QIBs) as defined in,

and in reliance on, Rule 144A under the U.S.

Securities Act, in each case subject to a lower limit

per application of NOK 1,000,000 (the "Institutional

Offering").

The bookbuilding period for the Institutional Offering

will commence on 12 May 2014 at 09:00 a.m. (CET) and

run until 3:00 p.m. (CET) on 20 May 2014, and the

order period for the Retail Offering will commence on

12 May 2014 at 09:00 a.m. (CET) and run until 12:00

(CET) on 20 May 2014, both subject to shortening or

extensions. The final number of Offer Shares to be

allocated, and the final price per Offer Share, will

be determined by the Board of the Company, in

consultation with the Manager, after completion of the

bookbuilding period for the Institutional Offering.

The final pricing of the transaction is expected to

take place on or around 20 May 2014 with the first day

of trading on Oslo Axess expected to be on or around

30 May 2014.

Completion of the Offering is conditional upon (i)

fulfilment of the conditions for listing on Oslo Axess

as determined by the Board of Oslo Børs on 30 April

2014 and (ii) the Board of the Company, in

consultation with the Manager, having resolved to

issue the Offer Shares and complete the Offering.

The Board of Oslo Børs has approved the Company's

application for listing on Oslo Axess with the

following conditions: (i) satisfaction of the listing

requirements regarding the number of shareholders as

set out in section 2.4.2 of the Oslo Axess Listing

Rules and at least 25 per cent spread of share

ownership among the general public as specified in

section 2.4.1 of the Oslo Axess Listing Rules and

publication of an approved prospectus, and (ii) the

Company raising a minimum of NOK 30 million

(approximately USD 5 million) through the Offering

prior to the first day of listing.

There can be no assurance that any of the

above-mentioned conditions will be satisfied.

The prospectus will, subject to regulatory

restrictions in certain jurisdictions, be available at

www.paretosec.com and www.africanpetroleum.com.au

through a link to the website of Pareto Securities AS,

from the start of the bookbuilding period and order

period for the Offering, 12 May 2014 at 09:00 a.m

(CET). Hard copies of the prospectus may also be

obtained free of charge from the same date by

contacting the Company or the Manager.

Pareto Securities 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'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.