Africa Oil Third Quarter of 2012 Financial and Operating Results

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 20, 2012) - Africa Oil Corp. (TSX VENTURE:AOI)(OMX:AOI) ("Africa Oil", "the Company" or "AOC") is pleased to announce its financial and operating results for the three and nine months ended September 30, 2012.

• Following the significant light oil discovery at Ngamia-1 exploration well in Block 10BB, the Company and its partner Tullow Oil plc ("Tullow") moved the rig 23 kilometers to drill the Twiga South-1 exploration well in Block 13T (Kenya) which is on trend with Ngamia-1. Twiga South-1 has successfully encountered oil, drilling is ongoing and an announcement of the well results is expected in late November after target depth has been achieved and necessary sampling and analysis has been completed.
• The Company and its partners have selected Sabisa-1 as the first drilling location in the South Omo Block (Ethiopia). The Sabisa-1 well site has been prepared and the rig and associated equipment is in the process of being mobilized within country to the well site. Sabisa-1 is expected to spud around the end of 2012. Additionally, work has commenced on the acquisition of an additional 500 kilometers of 2D seismic in the eastern portion of the South Omo Block (Chew B'hir Sub-Basin).
• The Company and its operating partners on Block 10A (Kenya) spud the Paipai-1 exploration well in the quarter. The Paipai-1 well is planned to a total depth of 4,150 meters, and will test a large four-way closed structure with Cretaceous-age sandstone targets at multiple depths. Paipai-1 spudded in September 2012 and is scheduled to be completed in early 2013.
• In Puntland (Somalia), the Company, through its 44.6% ownership interest in Horn Petroleum Corporation ("Horn"), completed Shabeel North-1, the second well of a two well exploration program. Both well sites have been restored to original condition and demobilization from Puntland has been completed. While the Company was disappointed that the first two exploration wells in Puntland did not flow oil, the Company remains highly encouraged that all of the critical elements exist for oil accumulations and based on this encouragement, the Company and its partners have entered into the next exploration period in both the Dharoor Valley and Nugaal Valley PSC's which carry a commitment to drill one exploration well in each block by October 2015.
• The Company completed a farmout transaction with Tullow on Block 12A (Kenya) in the quarter whereby Tullow paid the Company $1.1 million in consideration of past exploration expenditures to acquire an additional 15% interest in Block 12A in Kenya. Tullow will also fund 15% of the Company's working interest share of expenditures related to the acquisition of 520 kilometers of 2D seismic until an expenditure cap of $10.3 million on a gross basis.
• The Company completed a farmout transaction with Marathon Oil Corporation ("Marathon") subsequent to the end of the quarter whereby Marathon acquired a 50% interest in Block 9 (Kenya) and a 15% interest in Block 12A (Kenya). In accordance with the farmout agreement, Marathon paid the Company $32.0 million in consideration of past exploration expenditures, and has agreed to fund the Company's working interest share of future joint venture expenditures on these blocks to a maximum of $25.0 million. The Company has retained a 20% working interest in Block 12A and a 50% working interest in Block 9.
• The Company completed a farmout transaction with New Age (Africa Global Energy) Limited ("New Age") subsequent to the end of the quarter whereby New Age acquired an additional 25% interest in the Company's Blocks 7 & 8 (Ethiopia), together with operatorship of Blocks 7 & 8 and the Adigala Area (Ethiopia). In accordance with the farmout agreement, New Age paid the Company $1.5 million in consideration of past exploration expenditures. The Company has retained a 30% working interest in Blocks 7/8.
• The Company continues to actively acquire process and interpret 2D seismic over Blocks 10BA, 10BB, 12A, 13T and South Omo with three seismic crews currently active.
• Africa Oil ended the quarter with cash of $55.4 million and working capital of $32.0 million as compared to cash of $109.6 million and working capital of $90.2 million at December 31, 2011. Proceeds of $33.5 million received in relation to the Marathon and New Age farmouts subsequent to the end of the quarter have positively impacted the Company's near term liquidity and capital position.

Keith Hill, President and CEO, commented, "Africa Oil is very encouraged with the results of our first two exploration wells in the Lockichar basin. The arrival of an additional two drilling rigs will allow us to evaluate whether the Tertiary trend extends into southern Ethiopia and to test the Cretaceous rift in north-central Kenya."

Third Quarter 2012 Financial and Operating Highlights

Consolidated Statement of Net Income (Loss) and Comprehensive Income (Loss)
(United States Dollars)

		Three months	Three months	Nine months	Nine months
		ended	ended	ended	ended
		September 30,	September 30,	September 30,	September 30,
		2012	2011	2012	2011
Operating expenses
	Salaries and benefits	$ 403,572	$ 309,476	$ 980,669	$ 1,067,364
	Stock-based compensation	2,572,472	908,550	3,789,266	2,790,484
	Bank charges	10,188	23,103	27,084	133,242
	Travel	347,439	470,806	809,598	853,767
	Management fees	74,547	60,593	213,559	187,325
	Office and general	137,083	455,579	505,399	1,011,900
	Depreciation	11,312	8,480	36,814	41,739
	Professional fees	411,200	462,066	3,654,524	859,190
	Stock exchange and filing fees	76,694	158,807	351,027	432,089
	Impairment of intangible exploration assets	-	-	3,114,858	6,969,413
		4,044,507	2,857,460	13,482,798	14,346,513
Gain on acquisition of Lion Energy		-	-	-	(4,143,051)
Dilution loss on sale of subsidiary		-	4,578,634	-	4,578,634
Finance income		(17,895,010)	(2,568,551)	(5,502,845)	(7,607,452)
Finance expense		-	7,187,485	123,982	5,079,824
Net income (loss) and comprehensive income (loss)		13,850,503	(12,055,028)	(8,103,935)	(12,254,468)
Net Income (loss) and comprehensive Income (loss) attributable to non-controlling interest		12,482,711	(915,207)	5,138,709	(915,207)
Net Income (loss) and comprehensive income (loss) attributable to common shareholders		1,367,792	(11,139,821)	(13,242,644)	(11,339,261)

Operating expenses increased by $1.2 million for the three months ended September 30, 2012 compared to the same period in the previous year due mainly to a $1.7 million increase in stock-based compensation.

Operating expenses decreased by $0.9 million for the nine months ended September 30, 2012 compared to the same period in the previous year due to a $7.0 million impairment of intangible exploration assets relating to Blocks 2/6 in Ethiopia in the second quarter of 2011 and reduced office and general costs of $0.5 million. These reductions were offset partially by a $3.1 million impairment of intangible exploration assets relating to Blocks 7 and 11 in Mali in the first quarter of 2012, an increase in professional fees in the second quarter of 2012 associated with previously completed farmout transactions and an increase of $1.0 million in stock-based compensation costs relating to options issued in the third quarter of 2012.

The gain relating to the acquisition of Lion Energy Corp. ("Lion") in the second quarter of 2011 was a result of the Company acquiring net working capital and intangible exploration assets in excess of the consideration issued. The consideration paid was valued at $21.7 million, net of AOC shares acquired, versus working capital acquired of $20.1 million, excluding the value of AOC shares held by Lion, and the fair market value of intangible assets acquired estimated at $5.7 million.

A $4.6 million dilution loss on the sale of a subsidiary was recognized during the third quarter of 2011 as a result of Africa Oil transferring its Puntland (Somalia) exploration assets to Horn. This transaction was recorded as a reverse acquisition.

Financial income and expense is made up of the following items:

	Three months	Three months	Nine months	Nine months
	ended	ended	ended	ended
	September 30,	September 30,	September 30,	September 30,
	2012	2011	2012	2011
Loss on marketable securities	-	(395,800)	(123,982)	(540,475)
Fair value adjustment - warrants	17,279,270	2,292,353	3,515,927	4,835,461
Fair value adjustment - convertible debt	-	-	-	2,031,704
Interest and other income	65,294	276,198	301,455	740,287
Foreign exchange gain (loss)	550,446	(6,791,685)	1,685,463	(4,539,349)
Finance income	17,895,010	2,568,551	5,502,845	7,607,452
Finance expense	-	(7,187,485)	(123,982)	(5,079,824)

The loss on revaluation of marketable securities is the result of a decrease in the value of 10 million shares held in Encanto Potash Corp. which were acquired as part of the acquisition of Lion. These shares were sold during the three months ended March 31, 2012.

At September 30, 2012, nil warrants were outstanding in AOC. The Company incurred a $17.3 million gain on the revaluation of Horn warrants during the third quarter of 2012 due to a significant decrease in the share price of Horn during the quarter.

The foreign exchange gains and losses are the direct result of changes in the value of the Canadian dollar in comparison to the US dollar. The Company's cash holdings are primarily in US and Canadian currency.

Consolidated Balance Sheets
(United States Dollars)

		September 30,	December 31,
		2012	2011
ASSETS
Current assets
	Cash and cash equivalents	$ 55,416,290	$ 109,558,445
	Marketable securities	-	2,605,745
	Accounts receivable	1,456,973	2,717,024
	Prepaid expenses	1,032,990	599,727
		57,906,253	115,480,941
Long-term assets
	Restricted cash	1,119,000	2,919,000
	Property and equipment	75,626	39,395
	Intangible exploration assets	271,718,237	185,671,962
		272,912,863	188,630,357
Total assets		$ 330,819,116	$ 304,111,298
LIABILITIES AND EQUITY
Current liabilities
	Accounts payable and accrued liabilities	$ 25,944,683	$ 23,768,545
	Current portion of warrants	-	1,512,811
		25,944,683	25,281,356
Long-term liabilities
	Warrants	432,301	2,882,441
		432,301	2,882,441
Total liabilities		26,376,984	28,163,797
Equity attributable to common shareholders
	Share capital	331,942,635	306,509,909
	Contributed surplus	11,011,565	8,425,304
	Deficit	(88,526,125)	(75,283,481)
		254,428,075	239,651,732
	Non-controlling interest	50,014,057	36,295,769
Total equity		304,442,132	275,947,501
Total liabilities and equity		$ 330,819,116	$ 304,111,298

The increase in total assets from December 31, 2011 to September 30, 2012 is primarily attributable to intangible exploration expenditures incurred during the quarter, a significant portion of which related to drilling of the Ngamia-1 and Twiga South-1 well in Kenya and the Shabeel-1 and Shabeel North-1 wells in Puntland (Somalia).

Consolidated Statement of Cash Flows
(United States Dollars)

			Three months	Three months	Nine months	Nine months
			ended	ended	ended	ended
			September 30,	September 30,	September 30,	September 30,
			2012	2011	2012	2011
Cash flows provided by (used in):
Operations:
	Net income (loss) and comprehensive income (loss) for the period		$ 13,850,503	$ (12,055,028)	$ (8,103,935)	$ (12,254,468)
	Items not affecting cash:
		Stock-based compensation	2,572,472	908,550	3,789,266	2,790,484
		Share-based expense	465,153	-	3,763,154	-
		Depreciation	11,312	8,480	36,814	41,739
		Loss on marketable securities	-	395,800	123,982	540,475
		Gain on acquisition of Lion Energy	-	-	-	(4,143,051)
		Impairment of intangible exploration assets	-	-	3,114,858	6,969,413
		Dilution loss on sale of subsidiary	-	4,578,634	-	4,578,634
		Fair value adjustment - warrants	(17,279,270)	(2,292,353)	(3,515,927)	(4,835,461)
		Fair value adjustment - convertible debt	-	-	-	(2,031,704)
		Unrealized foreign exchange (gain) loss	157,806	5,208,612	244,732	2,895,612
		Changes in non-cash operating working capital	(486,538)	(624,677)	(1,271,221)	(392,721)
			(708,562)	(3,871,982)	(1,818,277)	(5,841,048)
Investing:
		Property and equipment expenditures	(9,493)	-	(73,045)	(35,850)
		Intangible exploration expenditures	(30,144,244)	(9,391,726)	(90,288,672)	(20,402,721)
		Farmout proceeds	1,127,539	-	1,127,539	14,900,160
		Cash received on business acquisitions, net of cash issued	-	-	-	18,636,869
		Proceeds on disposal of Canmex, net of investment in Horn	-	29,923,128	-	29,923,128
		Proceeds from sale of marketable securities	-	-	2,441,678	-
		Changes in non-cash investing working capital	(5,039,510)	(3,336,817)	4,224,737	3,973,884
			(34,065,708)	17,194,585	(82,567,763)	46,995,470
Financing:
		Common shares issued, net of issuance costs	4,365,990	259,129	28,599,122	3,019,716
		Repayment of liability portion of convertible debt	-	-	-	(411,220)
		Deposit of cash for bank guarantee	-	(723,750)	(375,000)	(2,175,000)
		Release of bank guarantee	900,000	1,087,500	2,175,000	2,887,500
		Changes in non-cash financing working capital	-	-	-	168,569
			5,265,990	622,879	30,399,122	3,489,565
Effect of exchange rate changes on cash and cash equivalents denominated in foreign currency			(108,396)	(5,036,635)	(155,237)	(2,766,787)
Increase (decrease) in cash and cash equivalents			(29,616,676)	8,908,847	(54,142,155)	41,877,200
Cash and cash equivalents, beginning of period			85,032,966	109,094,187	109,558,445	$ 76,125,834
Cash and cash equivalents, end of period			55,416,290	$ 118,003,034	55,416,290	$ 118,003,034

The decrease in cash in 2012 is mainly the result of intangible exploration expenditures and operating expenses offset partially by funds raised on the exercise of warrants, the non-brokered private placement completed by Horn and the proceeds from the Block 12A farmout to Tullow.

Consolidated Statement of Equity
(United States Dollars)

		September 30,	September 30,
		2012	2011
Share capital:
	Balance, beginning of period	$ 306,509,909	$ 163,231,076
	Acquisition of Centric Energy	-	60,165,193
	Acquisition of Lion Energy, net of AOC shares acquired	-	21,561,185
	Issued on conversion of convertible debenture	-	52,214,817
	Amended farmout agreement with Lion Energy	-	5,274,675
	Exercise of warrants	14,339,826	3,023,756
	Farmout agreement finder's fees	-	166,858
	Shares issued in lieu of professional fees	3,763,154	-
	Exercise of options	7,329,746	872,349
	Balance, end of period	331,942,635	306,509,909
Contributed surplus:
	Balance, beginning of period	$ 8,425,304	$ 4,391,940
	Expiration of warrants	-	3,676
	Exercise of Horn warrants	1,147,884	-
	Acquisition of Lion Energy	-	110,606
	Stock based compensation	3,789,266	2,790,484
	Issuance of shares in lieu of finder's fee	-	(166,858)
	Exercise of options	(2,350,889)	(262,500)
	Balance, end of period	11,011,565	6,867,348
Deficit:
	Balance, beginning of period	$ (75,283,481)	$ (56,570,350)
	Dilution loss through equity	-	(8,069,447)
	Net loss and comprehensive loss attributable to common shareholders	(13,242,644)	(11,339,261)
	Balance, end of period	(88,526,125)	(75,979,058)
	Total equity attributable to common shareholders	$ 254,428,075	237,398,199
Non-controlling interest:
	Balance, beginning of period	$ 36,295,769	$ -
	Non-controlling interest on disposal of Canmex	-	34,604,620
	Non-controlling interest on issuance of Horn shares	8,579,579	-
	Net income (loss) and comprehensive income (loss) attributable to non-controlling interest	5,138,709	(915,207)
	Balance, end of period	50,014,057	33,689,413
	Total equity	$ 304,442,132	$ 271,087,612

The Company's consolidated financial statements, notes to the financial statements, management's discussion and analysis for the three month and nine months ended September 30, 2012 and the 2011 Annual Information Form have been filed on SEDAR (www.sedar.com) and are available on the Company's website (www.africaoilcorp.com).

Outlook

The Ngamia-1 light oil discovery in the Lokichar sub-basin of tertiary rift on Block 10BB (Kenya) led to a significant increase in the pace of exploration. The Company and its joint venture partner Tullow sourced an additional two drilling rigs. One rig was mobilized to Block 10A (Kenya) in the quarter and commenced drilling the Paipai prospect and an additional rig is currently being mobilized to the South Omo Block (Ethiopia) to commence drilling the Sabisa-1 prospect. The Weatherford rig which drilled Ngamia-1 continued with drilling operations in the Lokichar sub-basin of the Tertiary Rift where the Twiga South-1 prospect has recently encountered oil. Drilling of Twiga South-1 is ongoing and an announcement on the well results is expected late-November after target depth has been achieved and necessary sampling and analysis has been completed. The Company expects to have three rigs operating in its Kenyan and Ethiopian acreage prior to the end of 2012.

Based on the encouragement provided by the Shabeel wells, the Company and its partners entered the next exploration period in both the Dharoor Valley and Nugaal Valley PSAs which carry a commitment to drill one well in each block within an additional three year term. The current operational plan is to contract a seismic crew to acquire additional data in the Dharoor Valley block and to hold discussions with the Puntland Government regarding drill ready prospects in the Nugaal Valley block. The focus of the Dharoor Valley block seismic program will be to delineate new structural prospects for the upcoming drilling campaign.

Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya, Ethiopia and Mali as well as Puntland (Somalia) through its 45% equity interest in Horn Petroleum Corporation. Africa Oil's East African holdings are in within a world-class exploration play fairway with a total gross land package in this prolific region in excess of 300,000 square kilometers. The East African Rift Basin system is one of the last of the great rift basins to be explored. Two new significant discoveries have been announced in the Lockichar basin in which the Company holds a 50% interest along with operator Tullow Oil plc. The Company is listed on the TSX Venture Exchange and on First North at NASDAQ OMX-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 estimates of reserves and or resources, future production levels, future capital expenditures and their allocation to exploration and development activities, future drilling and other exploration and development activities, ultimate recovery of reserves or resources and dates by which certain areas will be explored, developed or reach expected operating capacity, that are based on forecasts of future results, estimates of amounts not yet determinable and 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

Africa Oil's Certified Advisor on NASDAQ OMX First North is Pareto Öhman AB.