African Petroleum : Notice of General Meeting

29 March 2019

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

Notice of General Meeting

Reference is made to the extended stock exchange announcement released on 19 March 2019 by African Petroleum (OSE ticker: "APCL") regarding the agreement to combine with PetroNor E&P Ltd for an all-share consideration of c. 816 million shares in African Petroleum (the "Transaction").

Notice is given that the General Meeting of Shareholders to approve the Transaction will be held at 4:00pm (WST) on 24 April 2019 at the offices of Steinepreis Paganin, Level 4, 16 Milligan Street, Perth, Western Australia.

The Explanatory Statement in the attached Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4:00pm (WST) on 22 April 2019. Shareholders registered in the VPS must be registered shareholder at close of business on 16 April 2019.

Please refer to the attached Notice of Meeting for further details.

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For further information, please contact:

Jens Pace, Chief Executive Officer

Stephen West, Chief Financial Officer

Tel: [phone]

Media Contacts:

Buchanan

Ben Romney/Chris Judd

Tel: [phone]

About African Petroleum

African Petroleum is an independent oil and gas exploration company with licence interests in offshore West Africa (Senegal and The Gambia). The Company's assets are located in proven hydrocarbon basins in the Atlantic Margin, where several discoveries have been made in recent years.

For more information about African Petroleum, please see www.africanpetroleum.com.au

ABN 87 125 419 730

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	4:00PM WST
DATE:	24 April 2019
PLACE:	The offices of Steinepreis Paganin
	Level 4, 16 Milligan Street
	Perth WA 6000
	Australia

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared for the purposes of section 611 item 7 of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the transactions the subject of Resolution 1 and Resolution 3 to the non-associated Shareholders. The Independent Expert has determined the transactions subject to Resolution 1 and Resolution 3 are FAIR AND REASONABLE to the non-associated Shareholders

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm WST on 22 April 2019.

B U S I N E S S O F T H E M E E T I N G

AGENDA

1.RESOLUTION 1 - APPROVAL OF ISSUE OF CONSIDERATION SHARES AND WARRANTS, AND SUBSEQUENT SHARES UPON EXERCISE OF WARRANTS, TO NOR ENERGY AND PETROMAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 611 (Item 7) of the Corporations Act and for all other purposes, approval is given for the Company to issue:

(a)444,237,596 Shares in the Company to NOR Energy AS ("NOR Energy") and 371,961,246 Shares in the Company to Petromal - Sole Proprietorship LLC ("Petromal") (together, the "Consideration Shares");

(b)104,162,519 warrants in the Company to NOR Energy ("NOR Warrants") and 51,303,927 warrants in the Company to Petromal ("Petromal Warrants") (jointly the "Petronor Warrants"); and

(c)104,162,519 Shares in the Company to NOR Energy upon the exercise of the NOR Warrants and 51,303,927 Shares in the Company to Petromal upon the exercise of the Petromal Warrants, both as referred to in paragraph (b) above,

on the terms and conditions set out in the Explanatory Statement, which will result in the voting power of NOR Energy in the capital of the Company increasing from nil to 48.65% and the voting power of Petromal in the capital of the Company increasing from nil to 37.55% following the issue of the Consideration Shares and the Petronor Warrants, on the assumption that there has not been any changes to the issued share capital of the Company at the time of exercise of the Petronor Warrants, (otherwise prohibited by section 606(1) of the Corporations Act)."

Voting Exclusion: No votes may be cast in favour of this Resolution by:

(a)the person proposing to make the acquisition and their associates; or

(b)the persons (if any) from whom the acquisition is to be made and their associates.

Accordingly, the Company will disregard any votes cast on this Resolution by the Vendors or any of their associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Expert's Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval required under section 611 (item 7) of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the transactions the subject of this resolution to the non-associated Shareholders in the Company and concluded that the transaction the subject of this resolution is FAIR AND REASONABLE to the non-associated Shareholders.

2.RESOLUTION 2 - APPROVAL OF ISSUE OF COMPANY WARRANTS AND REPLACEMENT WARRANTS TO EXISTING SHAREHOLDERS OF THE COMPANY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, approval is given for the Company to issue:

(a)155,466,446 warrants allocated among existing Shareholders of the Company as at the date of the General Meeting, and for the Company's Shares registered in the VPS, as reflected in the VPS on a customary T+2 basis (the "Company Warrants"); and

(b)8,513,848 warrants to the existing Optionholders as at the date of the Combination Agreement entered into by, inter alia, the Company (the "Replacement Warrants"),

on the terms and conditions set out in the Explanatory Statement."

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Voting Exclusion: No votes may be cast in favour of this Resolution by:

(a)any person who may participate in the proposed issue; or

(b)any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons.

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3.RESOLUTION 3 - APPROVAL FOR THE COMPANY TO ACQUIRE RELEVANT INTEREST IN ITS OWN SHARES AS A RESULT OF ENTERING INTO LOCK-UP ARRANGEMENTS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, for the purpose of section 611 (item 7) of the Corporations Act and for all other purposes, approval is given for the Company to acquire a relevant interest in:

(a)819,075,324 Shares, equal to 84.3% of the total number of Shares on issue following completion of the Transaction; and

(b)160,271,566 Shares which may be issued upon exercise of the Petronor Warrants, Company Warrants and Replacement Warrants,

arising from the lock-up arrangements between the Company and each of NOR Energy, Petromal, Jens Pace and Stephen West, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: No votes may be cast in favour of this Resolution by:

(a)NOR Energy, Petromal, Jens Pace, Stephen West and the Company; or

(b)any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons.

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Expert's Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval required under section 611 (item 7) of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the transactions the subject of this resolution to the non-associated Shareholders in the Company and concluded that the transaction the subject of this resolution is FAIR AND REASONABLE to the non-associated Shareholders.

4.RESOLUTION 4 - ELECTION OF NOMINEE DIRECTOR (CHAIRMAN) - EYAS ALHOMOUZ

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, for the purpose of clause 13.3 of the Constitution and for all other purposes, Eyas Alhomouz is elected as a Director (Chairman) of the Company with effect on and from closing of the Transaction."

5.RESOLUTION 5 - ELECTION OF NOMINEE DIRECTOR - KNUT SØVOLD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, for the purpose of clause 13.3 of the Constitution and for all other purposes, Knut Søvold is elected as a Director of the Company with effect on and from closing of the Transaction."

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6.RESOLUTION 6 - ELECTION OF NOMINEE DIRECTOR - JOSEPH ISKANDER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, for the purpose of clause 13.3 of the Constitution and for all other purposes, Joseph Iskander is elected as a Director of the Company with effect on and from closing of the Transaction."

7.RESOLUTION 7 - CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, subject to completion of the Transaction, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to PetroNor E&P Limited."

DATED: 29 March 2019

BY ORDER OF THE BOARD

ANGELINE HICKS

COMPANY SECRETARY

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