INDEPENDENT EXPERT’S REPORT The Independent Expert's Report prepared by Stantons International (a copy of which is attached as the Annexure to this Explanatory Statement) assesses whether the transactions contemplated by Resolution 1 and Resolution 3 are fair and reasonable to the non-associated Shareholders of the Company.
The Independent Expert’s Report concludes that the transactions contemplated by this Resolution are FAIR AND REASONABLE to the non-associated Shareholders of the Company.
The Independent Expert notes that the key advantages of the proposal raised in this Resolution to the Company and existing Shareholders are as follows: (a) ownership of assets in production will generate cash flows to support the Company’s ongoing cash requirements for its legal proceedings and exploration activities, and mitigate any need to access capital markets for additional funding; (b) a more secure financial position will provide increased strength in pursuing arbitration proceedings; (c) creates a much larger company with a greater level of resources available to pursue oil and gas projects; (d) maintain some upside to existing growth initiatives through the issue of the Company Warrants; (e) exposure to project development upside with PNGF Bis; (f) brings in new, experienced Shareholders which may be able to add significant value and/or resources; (g) diversifies the Company’s exposure to specific projects; (h) if the Transaction is successful, the market capitalisation of the Company will likely increase, which will increase the relevant of the Company to investment and financing markets; and (i) trading in the Shares of the Company following announcement of the Transaction on 19 March 2019 showed an increase in share price, demonstrating positive market sentiment that the Transaction is value accretive. The key disadvantages noted by the Independent Expert are as follows: (a) the license rights to PNGF Bis have not yet been secured and there is risk that they may not be secured on commercially acceptable terms; (b) in some scenarios, the Transaction outcomes may not be fair; (c) significant dilution to existing Shareholders; and
6907120_1 13
(d) new Shareholders will have a substantial ownership interest (84%) following completion of the Transaction. Existing Shareholders will retain a much smaller interest.

OVERVIEW OF PETRONOR
PetroNor is a privately owned, Cyprus based, West Africa focused independent E&P company. The shares of
PetroNor are owned 50% by NOR Energy and 50% by Petromal. NOR Energy is ultimately owned and controlled
by Gerhard Ludvigsen and Knut Søvold, who also act as the management team of PetroNor. NOR Energy is an
oil company with its history from the North Sea and Africa. Petromal is an Abu Dhabi based integrated oil and
gas company with operations and investments in the upstream, downstream, oil field service and EPC sectors
(engineering, procurement and construction). The geographic focus of Petromal is the UAE and West Africa
through direct investment or through strategic public and private partnerships.
PetroNor is an established organization in Africa, consisting of approximately twelve employees. The board of
directors of PetroNor consist of Eyas Alhomouz (Chairman), Knut Søvold, Gerhard Ludvigsen and Hawary
Marshad.
PetroNor currently holds a 10.5% indirect interest in PNGF Sud. In the tender for PNGF Sud, the contractor
group was awarded the right to negotiate a licence agreement with the Republic of Congo and the National
Petroleum Company of the Congo ("SNPC"). Subject to successful completion of the ongoing negotiations in
relation to the licence agreement, PetroNor expects that it will have a 14.7% indirect interest (i.e. its pro-rata
share of participants in the license negotiations) in the PNGF Bis exploration and production sharing contract
(PSC). Following finalisation of the negotiation of the license terms for PNGF Bis, the Company (being the entity
following completion of the Transaction) intends to enter into a PSC relating to PNGF Bis.
As at 31 December 2018, PetroNor is estimated to have cash and cash equivalents of USD 7.9 million and debt
of USD 7 million. The debt carries an interest rate of 10% + 1-month USD LIBOR, has a maturity date of May
2020 and amortizes in monthly instalments.

1.9 ADVANTAGES OF THE ISSUES

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a
Shareholder’s decision on how to vote on Resolution 1:

(a) the Directors believe that the Transaction will bring stability and downside protection to the Company,
while maintaining substantial upside potential towards its existing assets. Additionally, through the
improved financial strength and governmental access brought to the Company by PetroNor, the
Transaction is expected to have a positive impact on the Company's ongoing arbitration and farmdown processes related to its existing assets;

(b) the Directors believe that through the Transaction, the Company will acquire diversified, low risk, long
life and high quality producing assets with competitive unit costs and a well-regarded, efficient
operator (Perenco). The Transaction will transform the Company from a pure-play exploration
company into a full cycle E&P company with material reserves, cash flow and significant upside
potential;
6907120_1 12

(c) the issue of the Consideration Shares will complete the Company’s obligations under terms of the
Combination Agreement (in respect of the consideration payable for the Transaction in Shares) and
will not require renegotiation of the Combination Agreement;

(d) assuming completion under the Combination Agreement occurs, the Company will become the sole
shareholder of PetroNor, thereby acquiring the assets described above in (b); and

(e) Stantons International has concluded that the transactions contemplated by this Resolution are FAIR
AND REASONABLE to the non-associated shareholders.

1.10 DISADVANTAGES OF THE ISSUES

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a
Shareholder’s decision on how to vote on Resolution 1:

(a) the issue of the Consideration Shares to the Vendors will increase the voting power of NOR Energy in
the Company from nil to 45.72% and of Petromal from nil to 38.28%, reducing the voting power of
non-associated Shareholders in aggregate from 100% to 16%;

(b) the issue of Shares upon the exercise of the Petronor Warrants to NOR Energy and Petromal will,
when aggregated with the increase in voting power resulting from the issue of the Consideration
Shares, further increase the voting power of NOR Energy from 45.72% to 48.65% and the voting
power of Petromal from 38.28% to 37.55%, reducing the voting power of non-associated
Shareholders in aggregate from 16% to 13.79% (assuming no exercise of Company Warrants)%; and

(c) there is no guarantee that the Company’s Shares will not fall in value as a result of the Issue.

B. Company Warrants

The Company Warrants (Warrants) entitle the holder (Warrant Holder) to subscribe for shares in the Company (Shares) on
the following terms and conditions:
a) Each Warrant gives the Warrant Holder the right to subscribe for one Share.

b) The Warrants shall vest in the holder upon (i) either (a) the reinstatement of the A1 and A4 licences in The Gambia
or (b) the reinstatement of the SOSP licence in Senegal, whichever comes first; and (ii) a farm-in agreement to
such licence(s) being signed and legally binding, where the Company will be fully carried for the current phase
work program under the licence(s), on commercially acceptable terms approved by the Company's Board.

c) The Warrants will expire at 5.00pm (GMT) on 31 December 2019 (Expiry Date). Any Warrant not exercised before
the Expiry Date will automatically lapse on the Expiry Date.

d) The amount payable upon exercise of each Warrant will be zero (Exercise Price).

e) The Warrants held by each Warrant Holder may be exercised in whole or in part, and if exercised in part, multiples
of 1,000 must be exercised on each occasion.

f) A Warrant Holder may exercise their Warrants by lodging with the Company, before the Expiry Date a written
notice of exercise of Warrants specifying the number of Warrants being exercised (Exercise Notice).

g) Within 10 Business Days of receipt of the Exercise Notice, the Company will allot the number of Shares required
under these terms and conditions in respect of the number of Warrants specified in the Exercise Notice.
h) The Warrants are not transferable.

i) All Shares allotted upon the exercise of Warrants will upon allotment rank pari passu in all respects with other
Shares.
6907120_1 25

j) The Company will not apply for quotation of the Warrants on Oslo Axess. However, the Company will apply for
quotation of all Shares allotted pursuant to the exercise of Warrants on Oslo Axess within 10 Business Days after
the date of allotment of those Shares.

k) If at any time the issued capital of the Company is reconstructed, all rights of a Warrant Holder are to be changed
in a manner consistent with the Corporations Act at the time of the reconstruction.

l) There are no participating rights or entitlements inherent in the Warrants and Warrant Holders will not be entitled to
participate in new issues of capital offered to Shareholders during the currency of the Warrants. However, the
Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at
least seven Business Days after the issue is announced. This will give Warrant Holders the opportunity to exercise
their Warrants prior to the date for determining entitlements to participate in any such issue.

m) A Warrant does not confer the right to a change in exercise price or a change in the number of underlying
securities over which the Warrant can be exercised.

A. Petronor Warrants

The Petronor Warrants (Warrants) entitle the holder (Warrant Holder) to subscribe for shares in the Company (Shares) on
the following terms and conditions:

a) Each Warrant gives the Warrant Holder the right to subscribe for one Share.

b) The Warrants shall vest in the holder upon (i) a signed acquisition/farm-in agreement for a gas asset in Nigeria;
and (ii) a signed and legally binding gas offtake agreement relating to the gas from such asset, both agreements
on commercially acceptable terms approved by the Company's Board.

c) The Warrants will expire at 5.00pm (GMT) on 31 December 2019 (Expiry Date). Any Warrant not exercised before
the Expiry Date will automatically lapse on the Expiry Date.

d) The amount payable upon exercise of each Warrant will be zero (Exercise Price).

e) The Warrants held by each Warrant Holder may be exercised in whole or in part, and if exercised in part, multiples
of 1,000 must be exercised on each occasion.

f) A Warrant Holder may exercise their Warrants by lodging with the Company, before the Expiry Date, a written
notice of exercise of Warrants specifying the number of Warrants being exercised (Exercise Notice).

g) Within 10 Business Days of receipt of the Exercise Notice, the Company will allot the number of Shares required
under these terms and conditions in respect of the number of Warrants specified in the Exercise Notice.

h) The Warrants are not transferable.
i) All Shares allotted upon the exercise of Warrants will upon allotment rank pari passu in all respects with other
Shares.

j) The Company will not apply for quotation of the Warrants on Oslo Axess. However, the Company will apply for
quotation of all Shares allotted pursuant to the exercise of Warrants on Oslo Axess within 10 Business Days after
the date of allotment of those Shares.

k) If at any time the issued capital of the Company is reconstructed, all rights of a Warrant Holder are to be changed
in a manner consistent with the Corporations Act at the time of the reconstruction.

l) There are no participating rights or entitlements inherent in the Warrants and Warrant Holders will not be entitled to
participate in new issues of capital offered to Shareholders during the currency of the Warrants. However, the
Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at
least seven Business Days after the issue is announced. This will give Warrant Holders the opportunity to exercise
their Warrants prior to the date for determining entitlements to participate in any such issue.

m) A Warrant does not confer the right to a change in exercise price or a change in the number of underlying
securities over which the Warrant can be exercised.

Så vidt jeg kan se av en meget kjapp titt på ekspertrapporten,er det så og si ingen nedsiden fra dagens kurs,selv om lisensene til apcl går tapt?Opp siden er nesten 100% med forlik i boks,og i tillegg dobles beholdningen,hvis det kommer i 2019!Betryggende lesning!Ble bare en rask kikk,så kan hende jeg har oversett noe

Key Information Related to the Issuance of Warrants
Reference is made to the extended notice announcement made by African Petroleum Corporation Limited (“African Petroleum” or the “Company”) on 19 March 2019 in connection with the agreement with PetroNor E&P Ltd ("PetroNor") for an all-share consideration of 816,198,842 shares in African Petroleum (the "Transaction"), and the notice of general meeting (the “GM”) announced by the Company today.

In conjunction with the Transaction, existing shareholders of African Petroleum as of the date of the GM, as reflected in the shareholder register on a customary T+2 basis ("Record Date"), will, subject to approval by the GM, and subject to satisfaction and waiver of all conditions precedent for completion of the Transaction, receive one (1) warrant per existing share held in the Company, in total 155,466,446 warrants (the "APCL Warrants").

The overview below sets out the key date information for the APCL Warrants:

Date on which the terms and conditions of the
APCL warrants were announced: 29 March 2019
Last day including right: 24 April 2019
Ex-date: 25 April 2019*
Record Date: 26 April 2019*
Date of approval: 24 April 2019
Number of warrants: 155,466,446, (one (1) warrant per existing share held in the Company)
Subscription price: Nil
Will the rights be listed – yes/no: No

*Other information: The issuance of the APCL Warrants is subject to approval by the general meeting of African Petroleum Corporation Ltd, which will be held on 24 April 2019. The issuance of the APCL Warrants are furthermore conditional upon the satisfaction or waiver of the conditions precedent for completion of the Transaction.

The APCL Warrants will be issued in the VPS. A separate announcement regarding the ISIN will be published in due course.

The APCL Warrants will vest upon (x) either (a) the reinstatement of the A1 and A4 licenses in The Gambia or (b) the reinstatement of the SOSP license in Senegal, whichever comes first, and (y) a farm-in agreement to such license(s) being signed and legally binding, where the Company will be fully carried for the current phase work program under the license(s), on commercially acceptable terms approved by the Company Board (the "APCL Warrants Vesting Event"). The APCL Warrants will lapse without compensation to the holder(s) if the APCL Warrants Vesting Event has not occurred by 31 December 2019. No subscription price is payable upon receipt of the APCL Warrants or upon exercise of the APCL Warrants.

A separate announcement will be made by the Company if and when the APCL Warrants Vesting Event occurs, which also will include information about how to exercise the APCL Warrants.

The APCL Warrants will not be listed or tradable and shares issued pursuant to the APCL Warrants will not be listed or tradable until the APCL Warrants Vesting Event has occurred and the APCL Warrants have been exercised accordingly.

https://newsweb.oslobors.no/message/473268

Det ser ikke dårligt ud, men måske er det brillerne man læser med. MRHifi læser det nok anderledes.

Publication of Information Memorandum

(Legg merke til vedlegg: Project West)

https://newsweb.oslobors.no/message/473270

Ser meget bra og solid ut. Utrolig bra jobbet fra APCL å deriske caset til de grader og samtidig ha en betydelig oppside.

:)

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above. Shareholders holding shares in the
Company which are registered in the Norwegian Central Securities Depository (VPS) will need to exercise their voting rights
through the VPS Registrar.

VOTING BY PROXY (NON-VPS HOLDERS)
(Regner med at denne sendes til alle slik at man kan stemme på nett)

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the
instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
 each Shareholder has a right to appoint a proxy;
 the proxy need not be a Shareholder of the Company; and
 a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or
number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment
does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:
 if proxy holders vote, they must cast all directed proxies as directed; and
 any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as
directed.

SHAREHOLDERS REGISTERED IN THE VPS

Each Shareholder has the right to vote for the number of Shares owned by the Shareholder and registered on an account
with the Norwegian Central Securities Depository (VPS) belonging to the Shareholder at 5:00pm 16 April 2019. Shareholders
registered with the VPS must follow the instructions set out in the separate Proxy Vote Instruction form attached to this
notice.

Interests and Recommendations of Directors

(i) None of the current Directors have a material personal interest in the outcome of this
Resolution.

(ii) The Directors consider the Transaction to be in the best interests of Shareholders and the
Company in the absence of a superior proposal, and subject to the Independent Expert
determining that the Transaction is reasonable. The Directors' recommendations are
based on the reasons outlined in section 1.9 below.

(iii) The Directors unanimously recommend that Shareholders vote in favour of this
Resolution at the General Meeting in the absence of a superior proposal,

(iv) Each Director holding shares in the Company intends to vote their Shares in favour of this
Resolution.

(v) The Directors are not aware of any other information other than as set out in this Notice of
Meeting that would be reasonably required by Shareholders to make a decision whether it
is in the best interests of the Company to pass this Resolution.

Den eneste faren med at innløsningsdato er satt så kort frem i tid som 31.12.19 er at det aksjonærene i overtagende selskapet - PetroNor - kan ha incentiver til å dra ut forhandlingene med Gambia/Senegal ut på tid?

Men uansett blir det dobling,om bare det blir forlik!Og med en nedside som er nesten borte ved dagens kurs(ref ekspertrapport),så er caset veldig bra!Så tror man på forlik dobler man ca pengene uansett,kommer det i 19,blir det jackpot!Ikke spesielt mange selskaper på ose med denne risk/reward

Nøgd med 15 % på traderpot nr 1,byttet den med en annen case,virker litt tafatt pt.

Trader vel ikke apcl nå!

takk for aksjene da :P

Slutt på sitting duck,mer på flying chicken.?

Haha, blir vel mere en duck med eget våpen etter fusjonen :)

Nå er det kjøp og hold som gjelder. Kan bli årets aksje ved full klaff.

:)

APCL innså nok at det ikke ville bli noe forlik og at alternativet da ville bli konkurs. Hvorfor skulle de ellers gå med på denne utvanning??
PetroNor skaffer seg et fremførbart underskudd og risikerer antagelig ikke at de må ut med warrants. De er nok like sikre som APCL var på at noe forlik ikke kommer, i hvert fall ikke innen fristen for warrants.

Hofa!!!! Nice try!!! Men disse fantastiske Licenser gør at jeg bliver i casen..... Gambia er big time på glatis juridisk....opside er reduceret,men potentialet er stadig enormt......jeg kunne aldrig finde på at sælge mine aktier når jeg er overbevist om juridiske kendsgerninger!!!!som minimum sidder vi tilbage med A1-A4 i Gambia..... fusion er ikke min kop the, men nogle gange må vi gå på kompromis....og det gør jeg ..... Have No illusions....

Utvanning??fikk ikke apcl noe med på kjøpet,klovn!Les rapporten som kom i dag,så ser du hvor lukrativt dagens kursnivå er?Får man hele oppsiden ved forlik,mens nedsiden er sikret av verdien til petronor!Blir det noe bedre?Og petronor gjennomfører ikke denne dealen for å bli børsnotert,selvfølgelig lisensene de ser verdien av! Og da verdsettes aksjene til det dobbelte av dagens kurs,ved forlik etter 2019,og gevinsten blir selvfølgelig mye mer ved avtale i boks i 2019!Og med de kontaktene petronor har,burde et forlik være meget sannsynlig!Så sjansen for minimum en dobling her er ganske stor?!Så for meg er det en nobrainer å sitte i apcl.

Petronors incitament er ikke skattefordel.... selvfølgelig er denne fusions fundament bygget på LEGAL MATTERS A1-A4-SOSP......Fact.....

Thief,kan du gi et oppsett på at dagens kurs er lukrativt etter sammenslåing ?

Er det noen som er regnet ut hva en reel kurs kan bli etter sammenslåing ?

Dagens vits. Fatter ikke hvorfor du lirer av deg slik svada. Trodde du hadde bedre ting å styre med. Men, hver sin lyst.

Eller får du ha en god helg.

Står vel alt i dagens rapport ?bare å lese

Jeg vet ingenting , kursen etter sammeslåing kan bli hva som helst.

Ok du som har lest, hva sies det om aksjekursen etter sammenslåing ? Jeg mp ta det i kveld pga jobb

Der står det vel verdi uten lisensene,forlik,uten forlik men med nigeriawarrentene,uten noen ting osv!

Rundt 0.124usd etter sammenslåing,som jeg kan se

ok takk for svar

Så har man verdien på forliket oppå det,hvis man tror det ordner seg?Tror de vurderte det til ca o.24usd!Spørs det jo hvilken avtale det blir på farmout osv!MEN ingen tvil om at risk/reward er meget bra i apcl nå

Tenk da hva gratis warrants tilfører iht oppside. Tror rett og slett APCL har gjort ett meget bra gjennomført arbeid med denne avtalen.

Jepp,oppsiden er meget bra,og kan ikke se noen spesiell nedside,ettersom aksjen er vurdert til rundt 1.07, uten lisensene?hvis jeg ikke har oversett no?Og med petronor sitt inntog,er nok sjansen stor for at noen lisenser går i boks,og gevinsten blir meget pen

1,247NOK før forlik. Etter forlik;
1.069NOK Ingen warrants utløst.
2.038NOK med alle warrants utløst.
2.081NOK kun AP warrants utløst.
1.041NOK kun PN warrants utløst!

Altså "null" nedside? og mye oppside om forlik kommer i 19 el 20!Så vil vel si apcl nå er best av de små olje/gass myggene på ose med tanke på r/r