PetroNor E&P ASA

Prospectus • May 11, 2017

APPROVED PROSPECTUS AND SUBSEQUENT REPAIR OFFERING

APPROVED PROSPECTUS AND SUBSEQUENT REPAIR OFFERING

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 announcement made by

African Petroleum Corporation Limited ("African Petroleum"

or the "Company") on 3 May 2017 in relation to the private

placement of 33,250,000 new shares (the "New Shares") at a

price per share of NOK 7.75 (the "Private Placement") and

contemplated subsequent repair offering of additional new

shares at the same terms as in the Private Placement, in the

approximate amount of up to NOK 43 million (the "Subsequent

Repair Offering").

The Financial Supervisory Authority of Norway has today

approved the prospectus dated 11 May 2017 (the "Prospectus")

that has been prepared in connection with the admission to

trading on Oslo Axess of 33,250,000 New Shares to be issued

in connection with the Private Placement and the offer and

listing of up to 5,550,000 offer shares (the "Offer Shares")

in the Subsequent Repair Offering.

Subject to regulatory restrictions in certain jurisdictions,

the Prospectus is available at www.paretosec.com. The

Prospectus is further available free of charge at the

business offices of the Company and the Manager.

The application period for the Subsequent Repair Offering

commences at 9:00 (CET) on 15 May 2017, and expires on 24

May 2017 at 12:00 (CET). The offer price per Offer Share is

NOK 7.75, equal to the offer price per New Share in the

Private Placement. Allocation rights will be issued to

Eligible Shareholders (as defined below) as of 2 May 2017,

as registered in the Norwegian Central Securities Depository

(the "VPS") on 4 May 2017 (the "Record Date"), who were not

allocated shares 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 filing, registration or similar (the "Eligible

Shareholders"). Each Eligible Shareholder will be granted

0.0631 non-transferrable allocation rights for each existing

share in the Company registered as held by such Eligible

Shareholders as of the Record Date. The number of allocation

rights granted to each Eligible Shareholder will be rounded

down to the nearest whole allocation right. Each allocation

right gives the right to subscribe for, and be allocated,

one Offer Share in the Subsequent Repair Offering, in

accordance with the allocation principles set out in the

Prospectus.

The New Shares allocated in the Private Placement are

expected to be issued by the Company and listed on Oslo

Axess on or about 12 May 2017.

The Private Placement was managed by Mirabaud Securities LLP

and Pareto Securities AS as Joint Lead Managers, and EAS

Advisors, LLC, acting through Odeon Capital Group LLC, a

member of FINRA / SIPC / MSRB, has acted as US Sub-Agent for

the Private Placement.

Pareto Securities AS is acting as Manager in connection with

the Subsequent Repair Offering.

This information is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading

Act.

*****

For further information, please contact:

Jens Pace, Chief Executive Officer

Stephen West, Chief Financial Officer

Tel: +44 20 3655 7810

Angeline Hicks, Company Secretary

Tel: + 61 401 489 883

Joint Lead Managers:

Mirabaud Securities LLP

Peter Krens

Tel: +44 20 7878 3362

AND

Pareto Securities AS

Davide Finelli

Tel: +44 20 7786 4398

Media Contacts:

Buchanan

Ben Romney/Chris Judd

Tel: +44 20 7466 5000

About African Petroleum

African Petroleum is an independent oil and gas exploration

company with an equity interest in eight licences in four

countries offshore West Africa (Senegal, The Gambia, Cote

d'Ivoire and Sierra Leone). The Company's assets are located

in proven hydrocarbon basins in the West African Transform

Margin and the Atlantic Margin, where several discoveries

have been made in recent years. The Company currently has

one ongoing drilling operation with the Ayame-1X exploration

well that was spudded by its partner Ophir Energy (operator)

on the CI-513 licence in Côte d'Ivoire on 29 April 2017.

For more information about African Petroleum, 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 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 solely on the basis of the

Prospectus dated 11 May 2017. 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," "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.