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EXEMPTED DOCUMENT Listing of Consideration Shares Issued In EXEMPTED DOCUMENT Listing of consideration shares issued in connection with the acquisition of 100% of the shares in PetroNor E&P Ltd African Petroleum Corporation Limited (A public limited liability company validly incorporated and registered in Australia under the Australian Corporations Act 2001) The information in this exempted document (the "Exempted Document") relates to the acquisition of 100% of the shares in PetroNor E&P Ltd ("PetroNor", and together with its consolidated subsidiaries, the "PetroNor Group") by African Petroleum Corporation Limited (the "Company" or "African Petroleum", and, together with its consolidated subsidiaries, the "Group") (the "Transaction"). On 19 March 2019, the Company entered into a combination agreement (the "Combination Agreement") with PetroNor and its shareholders NOR Energy AS ("NOR") and Petromal – Sole Proprietorship LLC ("Petromal") in respect of the Transaction. The Transaction was completed on 30 August 2019. Pursuant to the terms and conditions of the Combination Agreement, the Company has acquired 100% of the shares in PetroNor, against consideration in the form of 816,198,842 new shares in the Company (the "Consideration Shares"). The Consideration Shares are expected to be issued on or about 2 September 2019, and will be issued and delivered with the VPS in the form of depositary receipts and tradable on Oslo Axess as soon as possible thereafter. This Exempted Document has been prepared by the Company solely in connection with the listing of the Consideration Shares on Oslo Axess, as well as listing on Oslo Axess of new shares to be issued pursuant to exercise of the warrants described herein, cf. article 1 (5) (e) of Regulation (EU) 2017/1129 of the European Parlament and of the Council. This Exempted Document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, therefore it has not been subject to scrutiny and approval by the Financial Supervisory Authority of Norway as set out in Article 20 of Regulation 2017/1129. This Exempted Document has been prepared in an English version only. This Exempted Document does not constitute an offer to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Exempted Document. In reviewing this Exempted Document, you should carefully consider the matters described in Section 1 "Risk Factors" beginning on page 4. Financial Advisor Pareto Securities The date of this Exempted Document is 30 August 2019 African Petroleum Corporation Limited – Exempted Document IMPORTANT INFORMATION This Exempted Document has been prepared by the Company for the purpose of listing on Oslo Axess of the Consideration Shares which will be issued in connection with the Transaction on Oslo Axess, as well as listing of new shares to be issued pursuant to exercise of the warrants to be issued in connection with the Transaction, and which has been described herein. For the definitions of terms used throughout this Exempted Document, including the preceding page, see Section 13 "Definitions and glossary". No shares or other securities are being offered or sold in any jurisdiction pursuant to this Exempted Document. All inquiries relating to this Exempted Document must be directed to the Company. No other person is authorized to give any information about, or to make any representations on behalf of, the Company in connection with the Transaction. If any such information is given or representation made, it must not be relied upon as having been authorized by the Company. The information contained herein is as of the date hereof and is subject to change, completion and amendment without further notice. The publication of this Exempted Document shall not under any circumstances create any implication that there has been no change in the Group's affairs or that the information set forth herein is correct as of any date subsequent to the date hereof. The contents of this Exempted Document are not to be construed as legal, business or tax advice. Each reader of this Exempted Document should consult with its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Exempted Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional advisor. This Exempted Document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, therefore it has not been subject to scrutiny and approval by the Financial Supervisory Authority of Norway as set out in Article 20 of Regulation 2017/1129. The content of this Exempted Document has been prepared on the basis of the Final Report: Technical advice on Minimum Information Content for Prospectus Exemption (ESMA31-62-1207). The distribution of this Exempted Document in certain jurisdictions may be restricted by law. The Company requires persons in possession of this Exempted Document to inform themselves about, and to observe, any such restrictions. This Exempted Document is not for publication or distribution, directly or indirectly, in the United States. The Company has not registered any of the shares issued by the Company, including the Consideration Shares, (jointly, the "Shares") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and the Shares may not be offered or sold, directly or indirectly, in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any of the Shares pursuant to the U.S. Securities Act. This Exempted Document shall be governed by Norwegian law. Any dispute arising in respect of this Exempted Document is subject to the exclusive jurisdiction of the Norwegian courts, with Oslo District Court as legal venue. Investing in the Company's Shares involves risk. See Section 1 "Risk factors" below. 2 African Petroleum Corporation Limited – Exempted Document TABLE OF CONTENTS 1 RISK FACTORS .................................................................................. 4 2 RESPONSIBILITY STATEMENT ................................................... 11 3 GENERAL INFORMATION .......................................................... 12 4 DESCRIPTION OF THE TRANSACTION ................................... 14 5 PRESENTATION OF AFRICAN PETROLEUM .......................... 21 6 PRESENTATION OF PETRONOR ................................................ 45 7 SELECTED FINANCIAL INFORMATION ................................. 59 8 CAPITALISATION AND INDEBTEDNESS ................................ 76 9 PRO FORMA FINANCIAL INFORMATION ............................. 79 10 INDUSTRY OVERVIEW ................................................................. 84 11 TAXATION ....................................................................................... 92 12 ADDITIONAL INFORMATION ................................................... 97 13 DEFINITIONS AND GLOSSARY ................................................. 99 APPENDICES APPENDIX A AUDITED FINANCIAL STATEMENTS FOR PETRONOR FOR THE YEARS ENDED 31 DECEMBER 2018 AND 31 DECEMBER 2017, AS WELL AS THE AUDITED FINANCIAL STATEMENTS FOR HEMLA AFRICA HOLDING AS AS OF 31 DECEMBER 2016 APPENDIX B INDEPENDENT PRACTITIONER'S ASSURANCE REPORT ON THE PROCESS TO COMPILE PRO FORMA FINANCIAL INFORMATION APPENDIX C CONSTITUTION OF AFRICAN PETROLEUM CORPORATION LIMITED 3 African Petroleum Corporation Limited – Exempted Document 1 RISK FACTORS The following risk factors and all other information contained in this Exempted Document, including the financial statements and related notes, should be carefully considered when analysing the Company, the Group, the PetroNor Group and/or the Transaction. For the purpose of these risk factors, the term "Group" includes the PetroNor Group and its business, results of operations, cash flows, financial condition and/or prospects. The risks and uncertainties described in this Section 1 are the principal known risks and uncertainties faced by the Group as of the date hereof that the Company believes are the material risks relevant to the Group. If any of the following risks were to materialise, individually or together with other circumstances, they could have a material and adverse effect on the Group and/or its business, results of operations, cash flows, financial condition and/or prospects, which may cause a decline in the value and trading price of the Shares in the Company. 1.1 Risks related to the countries in which the Group operate s 1.1.1 The Group operates in developing countries facing political, economic and social uncertainties The Group participates or expects to participate in oil and gas projects in countries in West Africa with emerging economies, including but not limited to Senegal and The Gambia, Congo Brazzaville and potentially Nigeria. Oil and gas exploration, development and production activities in such emerging markets are subject to significant political and economic uncertainties that may have a material adverse effect on the Group. Uncertainties include, but are not limited to, the risk of war, terrorism, expropriation, nationalization, renegotiation or nullification of existing or future licences and contracts,
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