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2011

Africa Oil Corp.
Sale of Oil and Gas Assets; Qualifying Transaction; $40 Million Financing

We represented Africa Oil Corp. in connection with the acquisition, by Horn Petroleum Corporation (formerly capital pool company Denovo Capital Corp.), of all of the issued and outstanding shares of Africa Oil’s wholly owned subsidiary, Canmex Holdings (Bermuda) I Ltd. Through its wholly-owned subsidiaries, Canmex holds a 60% participating interest in two production sharing agreements with the Government of Puntland, Somalia.

The acquisition constituted the qualifying transaction for Horn under the applicable policies of the TSX Venture Exchange and was completed by way of a share exchange agreement whereby Horn acquired Canmex in exchange for the issuance of 27,777,778 common shares of Horn to Africa Oil.

Prior to the completion of the qualifying transaction, Horn also completed a non-brokered private placement of an aggregate of 45,535,195 subscriptions for gross proceeds of $40,981,195. The subscription receipts converted into common shares and warrants of Horn upon completion of the qualifying transaction.