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PetroNor E&P ASA

Share Issue/Capital Change May 2, 2017

3710_rns_2017-05-02_b75fd433-1da8-436d-b711-0a08d71fc908.html

Share Issue/Capital Change

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CONTEMPLATED PRIVATE PLACEMENT

CONTEMPLATED PRIVATE PLACEMENT

African Petroleum Corporation Limited ("African Petroleum

Corporation" or the "Company"), an independent oil and gas

exploration company operating high impact exploration

licences offshore West Africa, intends to carry out a private

placement to raise between NOK 170 million to NOK 260 million

(approximately US$20 million to US$30 million) through the

issue of new fully paid ordinary shares to certain existing

and new investors (the "Private Placement"). Mirabaud

Securities LLP and Pareto Securities AS have been appointed

to act as Joint Lead Managers for the Private Placement and

EAS Advisors, LLC, acting through Merriman Capital, Inc., a

member of FINRA / SIPC has been appointed as US Sub-Agent 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 exploration

programme, including the Ayame-1X exploration well being

drilled in Côte d'Ivoire, as well as for working capital and

for general corporate purposes.

The Private Placement will be directed at (a) investors in

Norway, (b) 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 of 1933, as

amended (the "U.S. Securities Act"), and (c) in the United

States to qualified institutional buyers ("QIBs") as defined

in, Rule 144A under the U.S. Securities Act; in each case

subject to a minimum application and allocation of an amount

in NOK equivalent to EUR 100,000.

The shares to be offered in the Private Placement (the "Offer

Shares") will be offered at a price determined through an

accelerated book building process and will be determined

before the application period closes. The application period

for the Private Placement commences today, 2 May 2017, at

16:30 (CET) and will close on 3 May 2017 at 08:00 (CET). The

Company, together with the Joint Lead Managers, reserves the

right to close 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

relevant corporate resolutions required to implement the

Private Placement being made by the Company; (ii) the Company

receiving full payment for the Offer Shares on the due date

for payment; (iii) any regulatory approvals required to issue

the Offer Shares; and (iv) the approval by the Financial

Supervisory Authority of Norway of a prospectus prepared in

accordance with the Norwegian Securities Trading Act

(the "NSTA") Chapter 7 for admission to listing of the Offer

Shares on Oslo Axess.

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, 3 May 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 12 May 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 interests of the Company 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 operational commitment's as they fall

due.

Subject to completion of the Private Placement the Board

intends to carry out a subsequent offering of new shares at

the same terms as in the Private Placement, in which the

Company's shareholders holding shares through

Verdipapirsentralen ASA ("VPS") as of 2 May 2017, as

registered in the VPS on 4 May 2017 (the "Record Date"), who

were not invited to participate 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 prospectus, filing, registration or similar

action, will be granted non-transferable allocation rights to

apply for, and, upon application, be allocated new shares in

the Company.

For further information, please contact:

Jens Pace, Chief Executive Officer

Stephen West, Chief Financial Officer

Tel: +44 20 3655 7810

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: +44 207 466 5000

About African Petroleum Corporation

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 is working with

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

Côte d'Ivoire to drill an exploration well in May 2017.

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," "estimate," "w

ill," "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 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

Corporation disclaims any obligation to update and revise any

forward-looking statements, whether as a result of new

information, future events or otherwise.

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