PetroNor E&P ASA

Regulatory Filings • Jan 11, 2017

CONTEMPLATED PRIVATE PLACEMENT

CONTEMPLATED PRIVATE PLACEMENT

African Petroleum Corporation Limited ("African

Petroleum" or the "Company"), an independent oil and

gas exploration company with high impact licences

offshore West Africa, intends to carry out a private

placement to raise between NOK 26 million to NOK 32

million (approximately US$3.1 million to US$3.8

million) through the issue of new fully paid ordinary

shares to certain existing and new investors

(the "Private Placement"). Mirabaud Securities LLP

has been appointed to act as Lead Manager 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 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 to be

determined during the book building process and

discussions with potential investors in the Private

Placement. The application period for the Private

Placement commences today, 11 January 2017, at 16:30

(CET) and will close on 12 January 2017 at 08:00

(CET). The Company, together with the Lead Manager,

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.

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 Company

receiving full payment for the Offer Shares on the due

date for payment; and (ii) any regulatory approvals

required to issue the Offer Shares.

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, 12

January 2017.

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 18 January 2017 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 common

interests of the Company and its shareholders 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 working

capital commitment's as they fall due. Due to the

current pricing of the Company's shares, the timing

aspect of the transaction and the expected limited

discount to the 30 day volume weighted average price,

the Board is currently of the view that it is not in

the best interest of the Company and the shareholders

to conduct a subsequent repair issue in connection

with the Private Placement. It is the view of the

Board that the costs related to such a repair offering

would not be justified.

For further information, please contact:

Jens Pace, Chief Executive Officer

Stephen West, Chief Executive Officer

Tel: +44 20 3655 7810

Lead Manager:

Mirabaud Securities LLP

Peter Krens

Tel: +44 20 7878 3362

Media Contacts:

Buchanan

Ben Romney/Chris Judd

Tel: +44 207 466 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, Côte 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 is working with its

partner Ophir Energy (operator) on the CI-513 licence

in Côte d'Ivoire to drill an exploration well in Q2

For more information about African Petroleum, 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," "estima

te," "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 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 disclaims any obligation to update

and revise any forward-looking statements, whether as

a result of new information, future events or

otherwise.