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Africa Hydrocarbons Announces Bought Deal Financing

V.NFK

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, Oct. 23, 2013 /CNW/ - Africa Hydrocarbons Inc. (TSXV: NFK) (AHI or the Company) is pleased to announce that it has entered into an engagement agreement with Canaccord Genuity Corp. (the Underwriter) in connection with a bought deal private placement offering of 6,900,000 Units (the Units) of the Company, at a price of $0.18 per Unit, for aggregate gross proceeds of $1,242,000 (the Bought Deal Offering). In addition, the Company has granted the Underwriter the option (the Underwriter's Option) to sell up to an additional 5,600,000 Units on a commercially reasonable efforts basis on the same terms as the Bought Deal Offering for additional gross proceeds of up to $1,008,000 (the Best Efforts Offering). Assuming the full exercise of the Underwriter's Option, total gross proceeds of both the Bought Deal Offering and the Best Efforts Offering will be up to $2,250,000 (the Offering). Each Unit will be comprised of one common share and one half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share of the Company at a price of $0.30 per common share for a period of 12 months after the closing of the Offering.

The Company has agreed to pay the Agent a fee of 7% of the aggregate gross proceeds of the Offering. In addition, the Underwriter will be issued on the closing of the Offering broker warrants (the Broker Warrants) entitling the Underwriter to subscribe for Common Shares equal to 7% of the aggregate number of Units issued under the Offering at an exercise price of $0.30 per Common Share. The Broker Warrants will expire 18 months after the closing of the Offering.

The Offering shall be sold in Ontario, Alberta and British Columbia and such other jurisdictions of Canada as Canaccord Genuity and the Corporation may agree in accordance with applicable securities laws and regulations and under applicable securities exemptions from prospectus requirements.  The Offering will also be sold in the United States on a private placement basis to accredited investors pursuant to Rule 506 of Regulation D or Qualified Institutional Buyers pursuant to Rule 144A and other eligible foreign jurisdictions in accordance with applicable securities laws and regulations such that no prospectus, registration statement or similar document is required to be filed in any jurisdiction outside of Canada.

Proceeds from the Offering will be used for general corporate purposes.

About the Company

AHI is a Canadian based international oil and natural gas company involved in the acquisition, exploration and development of energy assets, with an emphasis on Africa. The key asset of the Company is its 47.5% owned Bouhajla Block, located onshore in Tunisia within the productive Pelagian Basin.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this News Release.

This press release, required by applicable Canadian laws, is not for distribution to U.S. News services or for dissemination in the United States, and does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States.  These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. Persons unless registered or exempt therefrom.

ON BEHALF OF THE BOARD OF
AFRICA HYDROCARBONS INC.

"John Nelson"
CEO

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the closing of the Offering and the proceeds and timing thereof, and the use of proceeds of the Offering. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond management's control, including the closing of the Offering, the receipt of third party approvals, including shareholder and regulatory approvals, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve or resource estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources.

Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements. No assurance can be given that any of the events anticipated will transpire or occur, or if any of them do so, what benefits will derive from them. Except as required by applicable securities laws, AHI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Africa Hydrocarbons Inc.

200, 521-3rd Ave SW
Calgary, Alberta T2P 3T3
Tel: (403) 265-8011
Website: www.africahydrocarbons.com

Copyright CNW Group 2013

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