Oryx Petroleum Corporation Limited

A copy of this amended and restated preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities. This prospectus has been filed under procedures in each of the provinces of Canada, other than Québec, that permit certain information about these securities to be determined after the prospectus has become final and that permit the omission of that information from this prospectus. The procedures require the delivery to purchasers of a supplemented PREP prospectus containing the omitted information within a specified period of time after agreeing to purchase any of these securities. All disclosure contained in the supplemented PREP prospectus that is not contained in this base PREP prospectus will be incorporated by reference into this base PREP prospectus as of the date of the supplemented PREP prospectus. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of securities only in those jurisdictions where such securities may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”), or any state securities laws and, subject to certain exceptions, may not be offered or sold in the United States. See “Plan of Distribution”. AMENDED AND RESTATED PRELIMINARY BASE PREP PROSPECTUS AMENDING AND RESTATING THE PRELIMINARY BASE PREP PROSPECTUS DATED MARCH 13, 2013 Initial Public Offering April 15, 2013 ORYX PETROLEUM CORPORATION LIMITED C$ Š Š Common Shares This prospectus qualifies the distribution to the public (the “Offering”) of Š common shares (“Offered Shares”) in the capital of Oryx Petroleum Corporation Limited (the “Corporation”), at a price of C$ Š per Offered Share (the “Offering Price”). The Offered Shares are being offered by RBC Dominion Securities Inc., Barclays Capital Canada Inc. and Merrill Lynch Canada Inc. (collectively, the “Lead Underwriters”) and BMO Nesbitt Burns Inc., Credit Suisse Securities (Canada), Inc., Scotia Capital Inc., FirstEnergy Capital Corp., Raymond James Ltd., UBS Securities Canada Inc., BNP Paribas (Canada) Securities Inc. and Standard Bank Plc (“Standard Bank”) (collectively, with the Lead Underwriters, the “Underwriters”) pursuant to an underwriting agreement between the Corporation and the Underwriters dated Š , 2013 (the “Underwriting Agreement”). There is currently no market through which the common shares of the Corporation (“Common Shares”) may be sold and purchasers may not be able to resell Common Shares purchased under this prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of Common Shares, and the extent of issuer regulation. See “Risk Factors”. The Corporation has applied to have the Common Shares listed on the Toronto Stock Exchange. Listing will be subject to the Corporation fulfilling all requirements of the Toronto Stock Exchange. In connection with the Offering, the Underwriters may, subject to applicable law, over-allot or effect transactions that stabilize or maintain the market price of Common Shares at levels other than those which otherwise might prevail on the open market. The Underwriters may offer Offered Shares at a price lower than the Offering Price. Any such reduction in price will not affect the proceeds received by the Corporation. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”. An investment in Offered Shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” before purchasing Offered Shares. Price: C$ Š per Offered Share Price to the Underwriting Net Proceeds Public(1) Commissions to the Corporation(3) Per Offered Share ................... C$Š C$ Š C$ Š Total Offering(2) .................... C$Š C$ Š C$ Š Notes: (1) The Offering Price has been determined by negotiation between the Corporation and the Underwriters. (2) The Corporation has agreed to grant to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part at any time and from time to time, for a period of 30 days following the closing of the Offering (“Closing”), to purchase up to an additional Š Common Shares (representing approximately 15% of the Offered Shares offered pursuant to the Offering), on the same terms as set forth above solely to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, underwriting commissions (“Underwriting Commissions”) and the net proceeds to the Corporation will be C$ Š ,C$Š and C$ Š , respectively. This prospectus qualifies the grant of the Over-Allotment Option and the distribution of Common Shares upon the exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position acquires those Common Shares under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”. (3) After deducting the Underwriting Commissions payable by the Corporation, but before deducting expenses of the Offering estimated to be C$ Š , which the Corporation will pay out of the proceeds it receives from the Offering. The following table sets out the number of Offered Shares that may be sold by the Corporation to the Underwriters pursuant to the exercise of the Over-Allotment Option: Maximum Number of Underwriter’s Position Common Shares Available Exercise Exercise Price Over-Allotment Option Š Within 30 days following Closing C$ Š per Common Share Unless otherwise indicated, all information in this prospectus assumes that the Over-Allotment Option will not be exercised. The Underwriters, as principals, conditionally offer the Offered Shares qualified under this prospectus, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement as further described under the heading “Plan of Distribution”, and subject to the approval of certain legal matters on behalf of the Corporation by Fasken Martineau DuMoulin LLP and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP. Standard Bank is not registered to sell securities in any Canadian jurisdiction and, accordingly, Standard Bank will only sell Offered Shares outside of Canada on a private placement basis. Subscriptions for Offered Shares will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. The closing date of the Offering is expected to occur on or about Š , 2013 or such other date as the Corporation and the Underwriters may agree, but in any event no later than Š , 2013 (the “Closing Date”). Offered Shares sold in the Offering will be represented by one or more book entry certificate(s) and issued in registered form to CDS Clearing and Depository Services Inc. (“CDS”), or its nominee, and deposited with CDS on the Closing Date. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer which is a CDS participant and from or through which Offered Shares are purchased. Offered Shares offered under this prospectus (other than any Common Shares purchased under the Over-Allotment Option) are to be taken up by the Underwriters, if at all, on a date not later than 42 days after the date of the receipt for this prospectus. See “Plan of Distribution”. Targeting large-scale reserves and resources in established hydrocarbon basins KURDISTAN > Recent significant 200 164 WASIT discovery with active near-term drilling 404 program 431 > Large license areas, targeting large-scale resources 243 80 > Multiple play types, high equity interests and operatorship 160 > Senior management team proven with Addax Petroleum > Substantial in-house technical expertise ga n a Ny er Imo Riv er Nig Proven Plus Probable Reserves Contingent Resources Unrisked Prospective Resources TABLE OF CONTENTS PROSPECTUS SUMMARY ................. 1 USE OF PROCEEDS ...................... 116 PRE-IPO TRANSACTIONS AND BASIS OF DIVIDENDS ............................. 117 PRESENTATION OF ORYX PRIOR SALES ............................ 117 PETROLEUM .......................... 17 PRINCIPAL SHAREHOLDERS ............. 117 NOTICE TO INVESTORS .................. 17 THE ADDAX AND ORYX GROUP CAUTIONARY NOTE REGARDING LIMITED .............................. 118 FORWARD-LOOKING STATEMENTS ..... 18 INTEREST OF MANAGEMENT AND AOG IN PRESENTATION OF FINANCIAL MATERIAL TRANSACTIONS ............ 118 MATTERS ............................. 21 EXECUTIVE OFFICERS AND DIRECTORS . 120 RESERVES AND RESOURCES ADVISORY . 21 EXECUTIVE OFFICERS AND DIRECTORS CURRENCY

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