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2015-02-13 08:00:01
Africa Oil Corp.
Company Announcement

AFRICA OIL ANNOUNCES PRIVATE PLACEMENT OF US$125 MILLION

THIS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES 

February 13, 2015 (AOI-TSX, AOI-Nasdaq Stockholm) Africa Oil Corp. (“Africa
Oil”, “AOC” or the “Company”) is pleased to provide an update further to the
announcement of February 12, 2015, that the Company has agreed to sell, on a
brokered, private placement basis, an aggregate of approximately 57 million
common shares at a price of SEK 18.5 (Cdn $2.74(1) equivalent), per share for
gross proceeds of SEK 1,055 million, or US $125 million equivalent (the
“Offering”). 

Dundee Securities Europe LLP and Pareto Securities are acting as joint
bookrunners (together the “Bookrunners”) to advise on and effect the private
placement. Closing of the Offering is expected to occur on or about February
23, 2015, or such other dates as the Company and the Bookrunners may agree. 

Common shares issued to Canadian residents will be subject to resale
restrictions under Canadian securities laws for a period of four months plus
one day from the date of the closing of the Offering.  Subject to applicable
securities laws, common shares issued to residents outside of Canada pursuant
to the Offering may not be sold, transferred or otherwise disposed of on the
TSX or, except pursuant to an exemption from prospectus requirements under
Canadian securities laws, to any person in Canada or otherwise into Canada for
a period of four months plus one day from the date of the closing of the
Offering. 

The securities offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or applicable state securities laws, and
may not be offered or sold in the United States absent registration or an
exemption from such registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. 

The closing of the Offering is subject to regulatory approval and certain other
customary conditions including, but not limited to, the execution of a
definitive agency agreement between the Company and the Bookrunners and
approval of the Toronto Stock Exchange. 

The new shares will be traded on Nasdaq Stockholm, subject to the Swedish
Financial Supervisory Authority’s (Sw. Finansinspektionen) approval and
registration of an admittance to trading prospectus regarding the new shares,
and on the TSX, subject to approval from the TSX. 



About Africa Oil Corp.

Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya and
Ethiopia as well as Puntland (Somalia) through its 45% equity interest in Horn
Petroleum Corporation. The Company is listed on the Toronto Stock Exchange and
on Nasdaq Stockholm under the symbol "AOI". 



Forward Looking Statements

Certain statements made and information contained herein constitute
"forward-looking information" (within the meaning of applicable Canadian
securities legislation). Such statements and information (together, "forward
looking statements") relate to future events or the Company's future
performance, business prospects or opportunities. Forward-looking statements
include, but are not limited to, statements with respect to the satisfaction of
closing conditions and proposed closing date of the Offering, which are based
on assumptions of management. 

All statements other than statements of historical fact may be forward-looking
statements. Statements concerning proven and probable reserves and resource
estimates may also be deemed to constitute forward-looking statements and
reflect conclusions that are based on certain assumptions that the reserves and
resources can be economically exploited. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions or future events or performance (often,
but not always, using words or phrases such as ”seek”, “anticipate”, “plan”,
“continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”,
“potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and
similar expressions) are not statements of historical fact and may be
“forward-looking statements”. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such forward-looking
statements. The Company believes that the expectations reflected in those
forward-looking statements are reasonable, but no assurance can be given that
these expectations will prove to be correct and such forward-looking statements
should not be unduly relied upon. The Company does not intend, and does not
assume any obligation, to update these forward-looking statements, except as
required by applicable laws. These forward-looking statements involve risks and
uncertainties relating to, among other things, changes in oil prices, results
of exploration and development activities, uninsured risks, regulatory changes,
defects in title, availability of materials and equipment, timeliness of
government or other regulatory approvals, actual performance of facilities,
availability of financing on reasonable terms, availability of third party
service providers, equipment and processes relative to specifications and
expectations and unanticipated environmental impacts on operations. Actual
results may differ materially from those expressed or implied by such
forward-looking statements. 



                             ON BEHALF OF THE BOARD

                                        

                                “Keith C. Hill”

                                President and CEO



(1) Based on Bloomberg time stamp exchange rates as at 18:30pm GMT February 12,
2015 as follows: 
                                USD / SEK                       8.439
                                CAD / SEK                       6.758