PetroNor E&P ASA

Share Issue/Capital Change • Jan 11, 2017

11 January 2017

OAX Announcement

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

Contemplated Private Placement

African Petroleum, 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 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," "will," "may," "continue," "should" and similar expressions. The forwardlooking 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.