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NOTICE OF SPECIAL MEETING

and

INFORMATION CIRCULAR

of

CENTRIC ENERGY CORP.

For

The Special Meeting of Shareholders

To be Held on February 11, 2011

January 5, 2011

Centric Energy Corp.

900 – 595 Howe Street

Vancouver, British Columbia

Canada V6C 2T5

Dear Shareholders:

The directors of Centric Energy Corp. ("Centric") invite you to attend the special meeting of the shareholders (the

"Shareholders") of Centric (the "Meeting") to be held at Suite 1000, 595 Howe Street, Vancouver, British

Columbia at 10:00 a.m. (Vancouver time) on February 11, 2011. The purpose of the Meeting is to seek shareholder

approval for a statutory plan of arrangement (the "Arrangement") involving Centric, its securityholders and Africa

Oil Corp. ("AOC"), as announced on November 29, 2010.

In connection with the Arrangement, AOC will acquire all of the issued and outstanding common shares of Centric

on the basis of 0.3077 of a common share of Africa Oil and $0.0001 in cash for each one common share of Centric.

All unexercised incentive stock options to purchase common shares of Centric outstanding at the time of completion

of the Arrangement will be terminated pursuant to the Arrangement.

The transaction provides Shareholders with a premium of 71% based on the 20-day volume weighted average

trading prices of both AOC and Centric on the TSX Venture Exchange for the period ended November 26, 2010,

being the last trading day before the announcement of the Arrangement.

The transaction will benefit Shareholders by them becoming shareholders in Africa Oil, a leading East African

focused exploration company, which will:

have a significant exploration portfolio in sub-Saharan Africa, with a gross land package in excess of

325,000 square kilometres, providing exposure to the highly-prospective East Africa rift basin trend and

other basins;

have a diversified exploration portfolio with multi-billion barrel prospectivity in four African countries;

have numerous drilling targets in geological settings analogous to the highly-productive basins of Uganda

(Albertine basin), south Sudan (Muglad and Melut basins) and Yemen;

be in a strong financial position with in excess of C$70 million in cash to fund upcoming exploration

activities;

have the potential to acquire additional east African opportunities through its enhanced access to external

financing opportunities; and

provide Shareholders with increased stock market liquidity through the ownership of common shares of

AOC.

Detailed information in respect of matters contemplated by the Arrangement is set out in the attached information

circular (the "Circular"). At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to

approve special resolutions, the full text of which are set out in the Circular, authorizing the implementation of the

Arrangement. Please review the Circular carefully as it has been prepared to help you make an informed decision

on the Arrangement. The Arrangement must be approved by not less than two-thirds of the votes cast at the Meeting

by the Shareholders. Without the required level of Shareholder approval, the proposed Arrangement cannot be

completed. The Arrangement is also subject, among other things, to the approval of the Supreme Court of British

Columbia and the TSX Venture Exchange.

SHAREHOLDERS WHO WOULD OTHERWISE REALIZE A TAXABLE CAPITAL GAIN IN RESPECT

OF THE DISPOSITION OF THEIR COMMON SHARES OF CENTRIC UNDER THE ARRANGEMENT

- - 2

AND WISH TO RECEIVE A CANADIAN INCOME TAX DEFERRAL IN RESPECT OF SUCH GAIN

MUST MAKE A JOINT ELECTION WITH AOC AS DESCRIBED IN THE ATTACHED CIRCULAR.

THE BOARD OF DIRECTORS OF CENTRIC HAS UNANIMOUSLY APPROVED THE TERMS OF THE

ARRANGEMENT AND RECOMMENDS THAT YOU VOTE IN FAVOUR OF THE ARRANGEMENT AT

THE MEETING FOR THE REASONS SET OUT IN THE ATTACHED CIRCULAR.

Your vote on the matters to be acted upon at the Meeting is important, regardless of how many shares of Centric you

own. We hope that you will be able to attend the Meeting in person; however, if you cannot attend, please complete

and return the applicable enclosed form of proxy to Computershare Investor Services Inc. at the address noted in the

Circular.

On behalf of Centric, we thank you for your past and ongoing support.

Sincerely,


"Alec Robinson"

Alec Robinson, President & CEO


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that pursuant to an order (the "Interim Order") of the Supreme

Court of British Columbia dated January 7, 2011, a special meeting (the "Meeting") of the

holders of common shares (the "Shareholders") of Centric Energy Corp. ("Centric") will be

held at Suite 1000, 595 Howe Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver

time) on February 11, 2011 for the following purposes:

(a) To consider, and, if deemed advisable, to pass, with or without variation, a special

resolution (the "Arrangement Resolution"), the full text of which is set out in the

information circular accompanying this notice (the "Circular"), to approve a Plan of

Arrangement (the "Arrangement") under Part 9, Division 5, of the Business

Corporations Act (British Columbia) (the "BCBCA"), all as more particularly described

in the Circular; and

(b) To transact such other business as may properly come before the Meeting.

Reference is made to the Circular for the details of matters to be considered at the Meeting.

The full text of the Arrangement Resolution and the Plan of Arrangement are as set forth

in Schedule "A" and Schedule "B" hereto, respectively. In order to become effective, the

Arrangement Resolution must be approved by at least two-thirds of the votes cast by the

Shareholders present in person or by proxy at the Meeting.

All Shareholders are invited to attend the Meeting. Only Shareholders at the close of business on

January 5, 2011 (the "Record Date") are entitled to receive notice of and vote at the Meeting. If

you are unable to attend the Meeting in person, please complete, date and sign the enclosed form

of proxy and return it, in the envelope provided, to Computershare Investor Services Inc. at

100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, so that it is received no later

than 10:00 a.m. (Vancouver time) on February 9, 2011 or by 10:00 a.m. (Vancouver time) on the

day that is two business days prior to the date on which any adjournment of the Meeting is held.

Pursuant to the Interim Order and the BCBCA, Shareholders are entitled to exercise rights

of dissent in respect of the proposed Arrangement and to be paid fair value for common

shares of Centric ("Shares"). Holders of Shares wishing to dissent with respect to the

Arrangement must send a written objection to the registered office of Centric at Suite 1000,

595 Howe Street, Vancouver, BC, V6C 2T5, Attention: Paul A. Visosky, prior to the time of

the Meeting, such that the written objection is received no later than 5:00 pm (Vancouver

time) on February 10, 2011 or by 5:00 pm (Vancouver time) on the day that is one business

days prior to the date on which any adjournment of the Meeting is held, in order to be

effective.

A Shareholder's right to dissent is more particularly described in the accompanying

Circular and the text of sections 237 through 247 of the BCBCA is reproduced in Schedule

"C" to the accompanying Circular. Failure to strictly comply with these requirements may

result in the loss of any right of dissent. Persons who are beneficial owners of Shares

registered in the name of a broker, custodian, nominee or other intermediary who wish to

dissent should be aware that only the registered holders of such shares are entitled to

dissent. Accordingly, a beneficial owner of Shares desiring to exercise the right of dissent

must make arrangements for the Shares beneficially owned to be registered in their name

prior to the time the written objection to the Arrangement Resolution is required to be

received by Centric or, alternatively, make arrangements for the registered holder of such

shares to dissent on their behalf.

January 5, 2010

By Order of the Board of Directors of


"Alec Robinson"

Alec Robinson, President & CEO

NOTICE OF HEARING OF PETITION FOR FINAL ORDER

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

No.__________________

VANCOUVER REGISTRY

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF BUSINESS CORPORATIONS ACT,S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF AN ARRANGEMENT INVOLVINGCENTRIC ENERGY CORP. AND

ITS SECIJRITYHOLDERS

NOTICE OF APPLICATION FOR FINAL ORDER

TO: THE SECURITYHOLDERS OF CENTRIC ENERGY CORP.

NOTICE IS HEREBY GIVEN THAT:

A Petition has been filed by Centric Energy Corp. ("Centric") in the Supreme Court ofBritish Columbia for approval of a plan of arrangement (the "Arrangement") containedin an Arrangement Agreement dated November 29, 2010, an Amendment to theArrangement Agreement dated December 23, 2010 and a Second Amendment to theArrangement Agreement dated January 4, 2011 (collectively, the "ArrangementAgreement"), pursuant to section 288 and section 291 of the Business Corporations Act,S,B,C. 2002, c. 57;

2. By an order of the Supreme Court of British Columbia dated January 7, 2011, the courthas given directions as to the calling of a meeting of the shareholders of Centric for thepurpose of considering and voting upon the Arrangement (the "ArrangementResolution"); and as to the approval of the Arrangement by shareholders of Centric;

Pursuant to that order, unless the Arrangement Agreement is terminated, if theArrangement Resolution is approved, the Petition for a final order (the "Final Order")will be heard before a judge of the Supreme Court of British Columbia at the Courthouse,800 Smithe Street, Vancouver, British Columbia, on February 15, 2011, at 9:45 a.m. orso soon thereafter as counsel may be heard or this Court may direct; and

4. If granted, the Final Order approving the Arrangement will constitute the basis for asection 3(a)(l0) exemption from the registration requirement under the United StatesSecurities Act of 1933 upon which the parties will rely for the issuance and exchange ofsecurities in connection with the Arrangement.

IF YOU WISH TO BE HEARD AT THE HEARING OF THE PETITION OR WISH TO BENOTIFIED of any further proceedings, YOU MUST GIVE NOTICE of your intention by filinga form entitled "Appearance" in the above registry of the court and YOU MUST ALSODELIVER a copy of the "Appearance" to the Petitioner's address for delivery, which is set outbelow. The "Appearance" must be filed with the registry of the court and delivered to the

PAV\41 8501 \AOI TRANSACT!ON\COURT DOCS4402V2

Petitioner's address for delivery at least two business days prior to the hearing, or at a later datewith leave of the court.

YOU OR YOUR SOLICITOR may file the "Appearance". You may obtain a form of"Appearance" at the registry.

IF YOU FAIL to file the "Appearance" within the proper Time for Appearance, the Petitionermay continue this application without further notice.

(1) The address of the registry is:

Law Courts800 Smithe StreetVancouver, British Columbia

(2) The address for delivery of thePetitioner's solicitor is:

Gourlay Spencer Wade LLPBarristers & SolicitorsAttn: Alastair Wade300 - 744 Hastings Street WestVancouver, British ColumbiaV6C 1A5

A copy of the Petition and other documentssecurityholder of the Petitioner upon requestPetitioner at their address for delivery.

January 7, 2011

Dated

in the proceedings will be provided to anyin writing addressed to the solicitor for the

"A. Wade"

Solicitor for the Petitioner

This NOTICE OF APPLICATION FOR FiNAL ORDER was prepared by Alastair Wade of thelaw firm of Gourlay Spencer Wade LLP whose place of business is 300 - 744 Hastings StreetWest, Vancouver, British Columbia, V6C 1A5, Facsimile: (604) 687.7035

PAV4 18501 'AOl TRANSACTION\COURT DOCS\4402V2

TABLE OF CONTENTS

GLOSSARY OF TERMS .............................................................................................................................................. I

NOTICE TO U.S. SHAREHOLDERS .......................................................................................................................... 1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ................................................................ 2

INTRODUCTION ......................................................................................................................................................... 1

DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 1

SUMMARY .................................................................................................................................................................. 1

Parties ............................................................................................................................................................................ 1 The Meeting ................................................................................................................................................................... 1 The Arrangement ........................................................................................................................................................... 1 Background to the Arrangement .................................................................................................................................... 3 Benefits of the Arrangement .......................................................................................................................................... 3 Conditions to the Arrangement ...................................................................................................................................... 3 Non Solicitation and Termination of the Arrangement Agreement ............................................................................... 4 Fairness Opinion ............................................................................................................................................................ 5 Recommendations of the Boards of Directors ............................................................................................................... 5 Procedure for Arrangement Becoming Effective .......................................................................................................... 5 Acceptance of TSX Venture Exchange ......................................................................................................................... 6 Voting and Support Agreements ................................................................................................................................... 6 Securities Laws Information for Canadian Centric Shareholders .................................................................................. 6 Securities Law Information for United States Centric Shareholders ............................................................................. 7 Exchange of Share Certificates ...................................................................................................................................... 7 Right to Dissent ............................................................................................................................................................. 7 Canadian Federal Income Tax Considerations .............................................................................................................. 8 U.S. Federal Income Tax Considerations ...................................................................................................................... 8 Selected Pro Forma Consolidated Financial Information .............................................................................................. 8 Market for Securities ................................................................................................................................................... 10 Conflicts of Interest ..................................................................................................................................................... 10 Interests of Experts ...................................................................................................................................................... 10 Timing ......................................................................................................................................................................... 10 Risk Factors ................................................................................................................................................................. 10 Accompanying Documents .......................................................................................................................................... 10

GENERAL PROXY INFORMATION ....................................................................................................................... 11

Solicitation of Proxies ................................................................................................................................................. 11 Appointment of Proxy ................................................................................................................................................. 11 Voting by Proxy and Exercise of Discretion ............................................................................................................... 11 Revocation of Proxies .................................................................................................................................................. 12 Non-Registered Holders of Centric Shares .................................................................................................................. 12 Requisite Shareholder Approvals ................................................................................................................................ 13 Interest of Certain Persons in Matters to be Acted Upon ............................................................................................ 13 Indebtedness of Directors, Executive Officers and Senior Officers ............................................................................ 13 Record Date ................................................................................................................................................................. 13

THE ARRANGEMENT .............................................................................................................................................. 13

Purpose of the Arrangement ........................................................................................................................................ 13 The Arrangement ......................................................................................................................................................... 14 Background to the Arrangement .................................................................................................................................. 15 Benefits of the Arrangement ........................................................................................................................................ 16 Arrangement Agreement ............................................................................................................................................. 17 Representations and Warranties................................................................................................................................... 17

2

Covenants .................................................................................................................................................................... 17 Conditions to the Arrangement .................................................................................................................................... 18 Non-Solicitation and Termination of the Arrangement Agreement ............................................................................ 19 Termination of the Arrangement Agreement ............................................................................................................... 20 Expenses ...................................................................................................................................................................... 21 Fairness Opinion .......................................................................................................................................................... 21 Recommendation of the Board of Directors ................................................................................................................ 21 Procedure for the Arrangement to Become Effective .................................................................................................. 22 Shareholder Approvals ................................................................................................................................................ 23 Court Approvals .......................................................................................................................................................... 23 Acceptance of the Exchange ........................................................................................................................................ 24 Voting and Support Agreements ................................................................................................................................. 24 Resale of AOC Shares ................................................................................................................................................. 24 Additional Securities, Tax and Financial Statements Information for Centric Shareholders in the United States ...... 26

DISSENT RIGHTS ..................................................................................................................................................... 28

Sections 237 - 247 of the BCBCA ............................................................................................................................... 29 Address for Dissent Notices ........................................................................................................................................ 30 Strict Compliance with Dissent Provisions Required .................................................................................................. 30

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ................................................................................ 30

General ........................................................................................................................................................................ 30 Centric Shareholders Resident in Canada .................................................................................................................... 31 Centric Shareholders Not Resident in Canada ............................................................................................................. 35

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS .................................................... 36

Scope of This Disclosure ............................................................................................................................................. 36 Certain U.S. Federal Income Tax Consequences of the Arrangement ........................................................................ 38 Passive Foreign Investment Company Rules Related to the Acquisition, Ownership and Disposition of

AOC Shares ................................................................................................................................................................. 41 Default PFIC Rules Under Section 1291 of the Code ................................................................................................. 42 QEF Election ............................................................................................................................................................... 42 Mark-to-Market Election ............................................................................................................................................. 43 Other PFIC Rules......................................................................................................................................................... 44 General U.S. Federal Income Tax Consequences Related to the Acquisition, Ownership and Disposition of AOC

Shares .......................................................................................................................................................................... 45 Additional Considerations ........................................................................................................................................... 46

RISK FACTORS ......................................................................................................................................................... 47

Completion of the Arrangement .................................................................................................................................. 47 International Operations .............................................................................................................................................. 48 International Boundary Disputes ................................................................................................................................. 48 Political Instability ....................................................................................................................................................... 48 Different Legal System and Litigation ........................................................................................................................ 48 Financial Statements Prepared on a Going Concern Basis .......................................................................................... 49 Shared Ownership and Dependency on Partners ......................................................................................................... 49 Uncertainty of Title ..................................................................................................................................................... 49 Risks Relating to Concessions, Licenses and Contracts .............................................................................................. 49 Competition ................................................................................................................................................................. 50 Risks Inherent in Oil and Gas Exploration and Development ..................................................................................... 50 Capital Requirements .................................................................................................................................................. 51 Environmental Regulation ........................................................................................................................................... 51 Availability of Equipment and Staff ............................................................................................................................ 51 Reliance on Operators or Key Employees ................................................................................................................... 51 Prices, Markets and Marketing of Crude Oil and Natural Gas .................................................................................... 51 Early Stage of Development ........................................................................................................................................ 51

3

Risks Relating to Infrastructure ................................................................................................................................... 52 Current Global Financial Conditions ........................................................................................................................... 52 Conflict of Interests ..................................................................................................................................................... 52

BUSINESS OF THE MEETING ................................................................................................................................. 52

INFORMATION CONCERNING CENTRIC ............................................................................................................ 52

Corporate Structure...................................................................................................................................................... 53 General Development of the Business ......................................................................................................................... 54 Disclosure of Reserves Data and Other Oil and Gas Information ............................................................................... 58 Dividends ..................................................................................................................................................................... 59 Management Discussion and Analysis ........................................................................................................................ 59 Description of the Securities ........................................................................................................................................ 59 Consolidated Capitalization ......................................................................................................................................... 59 Stock Option Plan ........................................................................................................................................................ 59 Prior Sales .................................................................................................................................................................... 59 Stock Exchange Price .................................................................................................................................................. 60 Escrowed Securities ..................................................................................................................................................... 60 Principal Shareholders ................................................................................................................................................. 61 Directors and Officers ................................................................................................................................................. 61 Corporate Cease Trade Orders or Bankruptcies .......................................................................................................... 62 Personal Bankruptcies ................................................................................................................................................. 62 Penalties or Sanctions .................................................................................................................................................. 63 Conflicts of Interest ..................................................................................................................................................... 63 Indebtedness of Directors, Executive Officers and Senior Officers ............................................................................ 63 Interest of Management and Others in Material Transaction....................................................................................... 63 Executive Compensation ............................................................................................................................................. 63 Securities Authorized for Issuance Under Equity Compensation Plans ...................................................................... 69

INFORMATION CONCERNING AOC ..................................................................................................................... 71

General Development and Description of the Business............................................................................................... 71 Description of Capital Structure .................................................................................................................................. 77 Prior Sales .................................................................................................................................................................... 78 Directors and Officers and Executive Compensation .................................................................................................. 80 Disclosure of Reserves Data and Other Oil and Gas Information ............................................................................... 89 Legal Proceedings and Regulatory Actions ................................................................................................................. 89 Interest of Management and Others in Material Transactions ..................................................................................... 90 Principal Shareholders ................................................................................................................................................. 90 Additional Information ................................................................................................................................................ 90

INFORMATION CONCERNING AOC POST ARRANGEMENT ........................................................................... 90

Corporate Structure...................................................................................................................................................... 90 Narrative Description of the Business of AOC............................................................................................................ 92 Description of the Securities ........................................................................................................................................ 92 Pro Forma Consolidated Capitalization ....................................................................................................................... 92 Stock Option Plan ........................................................................................................................................................ 93 Escrowed Securities ..................................................................................................................................................... 93 Principal Shareholders ................................................................................................................................................. 93 Management ................................................................................................................................................................ 93 Auditor, Transfer Agent and Registrar ........................................................................................................................ 93

GENERAL INFORMATION ...................................................................................................................................... 93

Experts ......................................................................................................................................................................... 93 Other Material Facts .................................................................................................................................................... 94 Additional Information – Centric ................................................................................................................................ 94 Other Business ............................................................................................................................................................. 94

4

Board Approval ........................................................................................................................................................... 94

SCHEDULE ―A‖ ARRANGEMENT RESOLUTION............................................................................................... A1

SCHEDULE ―B‖ PLAN OF ARRANGEMENT ....................................................................................................... B1

SCHEDULE ―C‖ SECTIONS 237- 247 OF THE BCBCA ........................................................................................ C1

SCHEDULE ―D‖ INTERIM ORDER ........................................................................................................................ D1

SCHEDULE ―E‖ PRO FORMA FINANCIAL STATEMENTS ............................................................................... E1

SCHEDULE ―F‖ FAIRNESS OPINION .................................................................................................................... F1

DIRECTORS' APPROVAL

GLOSSARY OF TERMS

―Acquisition Proposal‖ means any bona fide proposal with respect to a merger, amalgamation, arrangement,

business combination, take-over bid, private purchase, sale of material assets (or any lease, license, joint venture or

other arrangement having the same economic effect as a sale), material sale of shares or rights or interests therein or

thereto or similar transactions involving Centric or any of the Centric Subsidiaries, or a proposal to do so, excluding

the Arrangement.

―Amalco‖ means the entity that results from the amalgamation of Centric and Subco.

―Amalgamation‖ means the amalgamation of Centric and Subco.

―Amalgamating Corporation‖ means each of Centric and Subco.

―Amending Agreements‖ means the Amendment to the Arrangement Agreement dated as of December 23, 2010

between AOC and Centric and the Second Amendment to the Arrangement Agreement dated as of January 4, 2011

between AOC and Centric.

―AOC‖ means Africa Oil Corp., a company incorporated under the BCBCA.

―AOC Board‖ means the board of directors of AOC.

―AOC Options‖ means options to purchase AOC Shares.

―AOC Shareholders‖ means holders of the AOC Shares.

―AOC Shares‖ means the common shares without par value in the capital of AOC.

―AOC Stock Option Plan‖ means AOC's incentive stock option plan.

―AOC Warrants‖ means warrants to purchase AOC Shares.

―Arrangement‖ means the arrangement to be completed pursuant to the provisions of Part 9, Division 5 of the

BCBCA as further described in this Circular and on the terms and conditions set forth in the Plan of Arrangement.

―Arrangement Agreement‖ means the Arrangement Agreement dated as of November 29, 2010 between AOC and

Centric, including the disclosure letters of Centric and AOC and the Amending Agreements, copies of which are

available on SEDAR at www.sedar.com.

―Arrangement Resolution‖ means the special resolution approving the Arrangement Agreement and the

Arrangement to be voted on with or without variation by the Shareholders at the Meeting, in the forms set forth in

Schedule ―A‖ hereto.

―Audit Committee‖ means the audit committee of the Board.

―BCBCA‖ means the Business Corporations Act (British Columbia) S.B.C. 2002 c.57, as amended, including the

regulations promulgated thereunder.

―Board‖ means the board of directors of Centric.

―Centric‖ means Centric Energy Corp., a corporation continued under the BCBCA.

―Centric Options‖ means options to purchase Centric Shares outstanding and unexercised immediately prior to the

Effective Time.

ii

―Centric Securities‖ means the Centric Shares and the Centric Options.

―Centric Shareholders‖ means the holders of Centric Shares.

―Centric Share‖ means a common share without par value in the authorized share structure of Centric outstanding

immediately prior to the Effective Time.

―Centric Subsidaries‖ means the subsidiaries (as such term is defined in the BCBCA) of Centric, including Mali

Oil Development SARL, Centric Energy Holdings (Barbados) Inc., Centric Energy Kenya (Barbados) Inc., Centric

Energy (UK) Ltd. and Centric Energy (Kenya) Ltd..

―CIBC‖ means CIBC World Markets, Inc.

―Circular‖ means this management information circular of Centric dated January 5, 2011 furnished in connection

with the solicitation of proxies for use at the Meeting.

―Closing‖ means the completion of the Arrangement on the Effective Date, at the Effective Time.

―Company‖ unless specially indicated otherwise, means a corporation, incorporated association or organization,

body corporate, partnership, trust, association or other entity other than an individual.

―Control Person‖ means any person or company that holds or is one of a combination of persons or companies that

holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or

that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing

that the holder of those securities does not materially affect the control of the issuer.

―Court‖ means the Supreme Court of British Columbia.

―CRA‖ means the Canada Revenue Agency.

―Depositary‖ means Computershare Trust Company of Canada.

―Dissent Notice‖ means a written objection to the Arrangement Resolution made by a registered Centric

Shareholder in accordance with the Dissent Rights.

―Dissent Rights‖ means the right of a registered Centric Shareholder to dissent in respect of the Arrangement

Resolution in strict compliance with the procedures described in the Plan or Arrangement and the BCBCA as more

particularly described in Schedule ―C‖ hereto.

―Dissenting Shareholders‖ means Centric Shareholders who validly exercise their Dissent Rights and thereby

become entitled to receive the fair value of their Centric Shares.

―Dissenting Shares‖ means Centric Shares in respect of which a Dissenting Shareholder has validly exercised a

Dissent Right.

―Effective Date‖ means the date that is seven days following the date of the Final Order, or such earlier date as the

parties may agree to.

―Effective Time‖ means 12:01 a.m. on the Effective Date.

―Ethiopian Government‖ means the government of the Federal Democratic Republic of Ethiopia.

―Exchange‖ means the TSX Venture Exchange Inc.

iii

―Exchange Policies‖ means the policies of the Exchange and all orders, policies, rules, regulations and by-laws of

the Exchange as amended from time to time.

―Exchange Ratio‖ means 0.3077 AOC Shares and $0.0001 in cash for each Centric Share.

―Fairness Opinion‖ means the opinion of CIBC dated November 26, 2010, a copy of which is attached as Schedule

―F‖ to this Circular.

―Final Order‖ means the final order of the Court approving the Arrangement to be applied for following the

Meeting pursuant to Section 291 of the BCBCA, as such order may be affirmed, amended or modified by any court

of competent jurisdiction.

―GST/HST‖ means goods and services tax and/or harmonized sales tax payable under Part IX of the Excise Tax Act

(Canada).

―IFRS‖ means International Financial Reporting Standards.

―Insider‖ has the meaning ascribed thereto in the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 as

amended.

―Interim Order‖ means the interim order of the Court dated January 7, 2011 concerning the Arrangement under

Section 291 of the BCBCA, containing declarations and directions with respect to the Arrangement and the holding

of the Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction, a copy

of which Interim Order is attached as Schedule ―D‖ to this Circular.

―ITA‖ means the Income Tax Act (Canada).

―Kenya PSC‖ means the production sharing contract between Centric Energy (Kenya) Limited, Centric's 95%-

owned subsidiary, and the Kenyan Government for Block 10BA located in the northern part of the Rift Valley

Province of Kenya.

―Kenyan Government‖ means the Government of the Republic of Kenya.

―Letter of Intent‖ means the letter of intent and non-disclosure agreement dated as of November 9, 2010 between

AOC and Centric.

―Letter of Transmittal‖ means the letter of transmittal addressed to the Depositary pursuant to which the Centric

Shareholders shall request issuance of that number of AOC Shares that such Centric Shareholders shall be entitled to

receive upon completion of the Arrangement.

―Lion‖ means Lion Energy Corp.

―Lock-Up Agreements‖ means the lock-up agreements between AOC and certain Centric Shareholders entered into

prior to the date of the Arrangement Agreement.

―Mali Oil‖ means Mali Oil Development SARL, Centric's wholly-owned subsidiary.

―Mali PSAs‖ means the Production Sharing Agreements dated July 31, 2006 (Block 7) and June 22, 2005 (Block

11) between Mali Oil and the Government of the Republic of Mali, by which Mali Oil was granted oil and gas

exploration concessions and exploitation licenses in the Gao Graben, Mali, West Africa.

―Material Adverse Change‖ when used in connection with AOC or Centric, means any change, effect, event or

occurrence with respect to its condition (financial or otherwise), properties, assets, ownership, capital, liabilities,

obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations or

those of its subsidiaries, if any, that is, or would reasonably be expected to be, material and adverse to the business,

iv

properties, assets, operations, condition (financial or otherwise) or prospects of such party and its subsidiaries taken

as a whole, other than any change, effect, event or occurrence:

(a) relating to the Canadian or international economy or securities markets in general;

(c) affecting the oil and gas exploration, exploitation, development and production industry as a whole,

including changes in tax or royalty laws;

(d) any decline in crude oil or natural gas prices on a current or forward basis;

(e) any matter which has been publicly disclosed or has been communicated in writing to the other Party as of

the date of the Arrangement Agreement; or

(f) any changes arising from matters permitted or contemplated by the Agreement or consented to or approved

in writing by the other Party.

―Material Adverse Effect‖ when used in connection with AOC or Centric, means any matter or action that has an

effect that is, or would reasonably be expected to be, material and adverse to the business, properties, assets,

operations, condition (financial or otherwise) or prospects of such party and its subsidiaries taken as a whole.

―MD&A‖ means management‘s discussion and analysis, as such term is defined in National Instrument 51-102 –

Continuous Disclosure Obligations of the Canadian Securities Administrators.

―Meeting‖ means the special meeting of the Centric Shareholders to be held on February 11, 2011, to consider and

if deemed advisable, approve the Arrangement and other matters.

―Named Executive Officers‖ or ―NEOs ‖ means each of the following individuals:

(a) a chief executive officer;

(g) a chief financial officer;

(h) each of the three most highly compensated executive officers, or the three most highly compensated

individuals acting in a similar capacity, other than the chief executive officer and chief financial officer, at

the end of the most recently completed financial year whose total compensation was, individually, more

than $150,000, for that financial year; and

(i) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the

individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of

that financial year.

―NI 51-101‖ means National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities of the

Canadian Securities Administrators and the companion policies and forms thereto, as amended from time to time.

―NI 51-102‖ means National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities

Administrators and the companion policies and forms thereto, as amended from time to time.

―NI 52-110‖ means National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators and

the companion policies and forms thereto, as amended from time to time.

―Notice of Meeting‖ means the notice of the Meeting that accompanies this Circular.

―Party‖ means a party to the Arrangement Agreement, being Centric or AOC and ―Parties‖ means both of them.

―Person‖ means a Company or individual.

v

―Plan of Arrangement‖ means the plan of arrangement set out in Schedule ―A‖ to the Arrangement Agreement as

amended or supplemented from time to time and which Plan of Arrangement is attached as Schedule ―B‖ to this

Circular.

―Platform‖ means Platform Resources Inc.

―Record Date‖ means January 5, 2011.

―Red Emperor‖ means Red Emperor Resources NL.

―Registrar‖ means the Registrar of Companies for the Province of British Columbia.

―Regulation S‖ means Regulation S under the U.S. Securities Act.

―Schedules‖ means the Schedules to this Circular which are incorporated herein and form part of this Circular.

―SEC‖ means the U.S. Securities and Exchange Commission.

―SEDAR‖ means the System for Electronic Document Analysis and Retrieval as located on the internet at

www.sedar.com.

―Special Committee‖ means the special committee of the board of directors Centric formed to consider, among

other things, the Arrangement Agreement.

―Subco‖ means 0895939 B.C. Ltd., a wholly-owned subsidiary of AOC.

―Superior Proposal‖ means any bona fide proposal by a third party, directly or indirectly, to acquire all or

substantially all of the total consolidated assets of Centric and the Centric Subsidiaries or more than 50% of the

outstanding Centric Shares or shares of any of the Centric Subsidiaries, whether by way of merger, amalgamation,

arrangement, take-over bid, sale of assets or otherwise, and that in the good faith determination of the board of

directors of Centric, after consultation with financial advisors and outside legal counsel:

(a) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other

aspects of such proposal and the Person making such proposal; and

(b) would, or be reasonably expected to, if consummated in accordance with its terms, result in a transaction

more favourable to the Centric Shareholders from a financial point of view than the transaction

contemplated by this Agreement.

―Tullow‖ means Tullow Oil plc.

―U.S. Securities Act‖ means the United States Securities Act of 1933, as amended.

―U.S. Exchange Act‖ means the United States Securities Exchange Act of 1934, as amended.

―Voting Agreements‖ means voting agreements, including the Lock-Up Agreements, entered into by AOC and

certain Centric Shareholders in connection with the Arrangement confirming that such Persons will vote in favour of

the Arrangement.

Words importing the masculine shall be interpreted to include the feminine or neuter and the singular to include the

plural and vice versa where the context so requires.

All references to ―$‖ or ―Canadian dollars‖ in this Circular are to lawful currency of Canada unless otherwise expressly

stated. ―US$‖ or ―U.S. dollars‖ refers to the lawful currency of the United States of America.

NOTICE TO U.S. SHAREHOLDERS

THE SECURITIES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN

APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE

COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE; NOR HAS THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES

REGULATORY AUTHORITIES OF ANY STATE PASSED ON THE ADEQUACY OR ACCURACY OF

THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The AOC Shares to be issued pursuant to the Arrangement have not been and will not be registered under the U.S.

Securities Act, and are issuable or to be distributed in reliance on the exemption from registration set forth in

Section 3(a)(10) of the U.S. Securities Act on the basis of the approval of the Court as described under ―The

Arrangement – Court Approvals,‖ and in reliance on exemptions from registration under applicable state securities

laws.

Section 3(a)(10) of the U.S. Securities Act exempts securities issued in exchange for one or more outstanding

securities from the general requirement of registration where the terms and conditions of the issuance and exchange

of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the

terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have

the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the

fairness of the terms and conditions of the Arrangement will be considered. The Court granted the Interim Order on

January 7, 2011 and, subject to the approval of the Arrangement by the Centric Shareholders, a hearing on the

Arrangement will be held by the Court on or about February 15, 2011. See ―The Arrangement –Court Approvals.‖

The solicitation of Centric proxies is not subject to the requirements of the U.S. Exchange Act. This Circular has

been prepared in accordance with the applicable disclosure requirements in Canada, which are different from the

requirements applicable to proxy solicitations under the U.S. Exchange Act. See ―Additional Securities, Tax and

Financial Statements Information for Centric Shareholders in the United States‖.

United States Centric Shareholders and other non-resident Centric Shareholders are advised to consult their

tax advisors to determine the particular tax consequences to them of the Arrangement.

The enforcements by investors of civil liabilities under the United States securities laws may be affected adversely

by the fact that Centric and AOC are organized under the laws of a jurisdiction outside the United States, that most,

if not all, of their officers and directors are residents of countries other than the United States, that the experts named

in this Circular are residents of countries other than the United States, and that all or a substantial portion of the

assets of Centric and AOC may be located outside the United States.

Data on oil and gas reserves contained or incorporated by reference in this Circular has been prepared in accordance

with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements. These forward-looking statements are

not guarantees of Centric‘s or AOC's future operational or financial performance and are subject to risks and

uncertainties. When used in this Circular, the words ―may‖, ―will‖, ―should‖, ―expect‖, ―plan‖, ―intend‖,

―anticipate‖, ―believe‖, ―estimate‖, ―predict‖, ―potential‖ or ―continue‖ and similar expressions and statements

related to matters that are not historical facts are intended to identify forward-looking statements. Readers are

cautioned not to place undue reliance on these statements, which speak only as of the date of this Circular. These

statements are based on certain factors and assumptions and involve known and unknown risks and uncertainties

that may cause the actual results, performances, or achievements of Centric or of AOC to be materially different

from any future results, performance, or achievements expressed or implied by such forward‐looking statements.

Forward-looking statements contained in or incorporated by reference in this Circular include, but are not limited to,

statements with respect to:

the perceived benefits of the Arrangement;

the timing of the Meeting and the Final Order;

the anticipated Effective Date;

Centric‘s stock exchange delisting and the timing thereof;

the treatment of Centric Shareholders under tax laws;

the expected exploration operations on Centric's and AOC's properties;

oil and natural gas production estimates and targets;

capital expenditure programs and estimates;

projections of various market prices and costs;

supply and demand for oil, natural gas and other petroleum products;

expectations regarding AOC's ability to raise any required capital and to discover reserves through

exploration and development activities;

treatment under governmental regulatory regimes and tax laws; and

the impact of the transition to IFRS on AOC's consolidated financial statements.

In addition, please note that all statements relating to ―reserves‖ or ―resources‖ are deemed to be forward-looking

statements as they involve the implied assessment, based on certain estimates and assumptions that the reserves and

resources described can be profitably produced in the future, as are more particularly set out in AOC's and Centric's

annual oil and gas filings under NI 51-101. All forward-looking statements in this Circular are based on

management‘s reasonable beliefs, intentions and expectations with respect to future events as of the date of this

Circular and are subject to certain risks, uncertainties, and assumptions.

The principal material assumptions underlying the forward-looking statements are that:

the perceived benefits of the Arrangement are based upon a number of facts, including the Fairness

Opinion, the terms and conditions of the Arrangement Agreement and the current industry, regulatory,

economic and market conditions;

the effects of the Arrangement on Centric and AOC are based on management's current expectations

regarding the intentions of AOC;

AOC will be able to continue to develop and achieve exploration and development success on AOC's

properties; and

that Centric and AOC will maintain their respective permits.

3

Additional risks and uncertainties and factors include those disclosed herein under ―Risk Factors‖ as well as those

factors disclosed under the section entitled ―Risk Factors‖ in AOC's Annual Information Form for the year ended

December 31, 2009 dated April 22, 2010, which is incorporated by reference herein. These factors include, but are

not limited to, risks associated with operations, production estimates, loss of market, regulatory matters, commodity

price risk, environmental risks, industry competition, uncertainties as to the availability and cost of financing, risks

in conducting operations in East Africa, potential delays or changes in plans with respect to exploration,

development or capital expenditures. Actual operational and financial results may differ materially from

expectations contained in the forward-looking statements as a result of various factors, many of which are beyond

the control of Centric or AOC. In light of the many risks and uncertainties that may cause future results to differ

materially from those expected, neither Centric nor AOC can give assurance that the forward‐looking statements

contained in this Circular and the documents incorporated by reference will be realized. Forward‐looking statements

are not guarantees of future performance. Except as required by applicable law, neither Centric nor AOC assume

any obligation to publicly update these statements, or disclose any difference between actual results and those

reflected in these statements.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements

contained in this Circular, and the documents incorporated by reference herein, are expressly qualified by

this cautionary statement.

In the event that any of these assumptions prove to be incorrect, or in the event that AOC is impacted by any of the

risks identified above, AOC may not be able to continue its business as planned, or at all.

INTRODUCTION

This Circular is furnished in connection with the solicitation of proxies by the management of Centric for use

at the Meeting to be held on February 11, 2011, and any adjournment thereof. No person has been authorized

to give any information or make any representations in connection with the Arrangement or other matters to

be considered at the Meeting, other than those contained in this Circular and if given or made, any such

information or representation must not be relied upon as having been authorized.

The information concerning AOC contained in this Circular has been provided by AOC. Although Centric

has no knowledge that would indicate that any of such information is untrue or incomplete, Centric does not

assume any responsibility for the accuracy or completeness of such information or the failure by AOC to

disclose events which may have occurred or may affect the completeness or accuracy of such information but

which are unknown to Centric.

Except where otherwise indicated, information contained in this Circular is dated as at January 5, 2011.

The Meeting has been called for the purpose of considering and, if deemed advisable, passing the Arrangement

Resolution approving the Arrangement.

All summaries of, and references to, the Arrangement in this Circular are qualified in their entirety by reference to

the complete text of the Plan of Arrangement, a copy of which is attached as Schedule ―B‖ to this Circular. You are

urged to carefully read the full text of the Plan of Arrangement.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth herein under

―Glossary of Terms‖.

DOCUMENTS INCORPORATED BY REFERENCE

Centric

The following documents filed on SEDAR by Centric with securities commissions or similar authorities in Canada

under Centric's profile on the SEDAR website at www.sedar.com, are specifically incorporated by reference into,

and form an integral part of, this Circular:

(a) audited (amended) consolidated financial statements for the financial years ended December 31, 2009 and

2008 and the MD&A accompanying those financial statements filed on SEDAR on May 12, 2010 and April

30, 2010, respectively;

(b) reviewed unaudited interim consolidated financial statements for the nine-month period ended September

30, 2010 and the MD&A accompanying those financial statements filed on SEDAR on November 29,

2010;

(c) material change report dated November 30, 2010 with respect to the execution of the Arrangement

Agreement filed on SEDAR on December 1, 2010;

(d) material change report dated August 4, 2010 with respect to the farm-in agreement entered into with

Tullow Oil plc in connection with a 50% participatory interest in the Production Sharing Contract covering

Block 10BA in north-western Kenya filed on SEDAR on August 5, 2010;

(e) material change report dated December 16, 2010 announcing the decision of the High Court in Kitale,

Kenya, to dismiss, with costs, the court proceedings commenced by Interstate Petroleum Ltd. against the

Permanent Secretary for the Ministry of Energy in Kenya, in which Centric was an interested party, filed on

SEDAR December 16, 2010;

(f) the report entitled "Resources Evaluation Report Centric Energy Corporation Kenya Block 10BA" prepared

by Gustavson Associates, LLC dated effective January 1, 2010 and filed on SEDAR on February 11, 2010;

(g) the report entitled "Evaluation of the Oil and Gas Potential of the Gao Graben Sub-Basin, Exploration

Permit Block 11, Republic of Mali, West Africa" prepared by Paul Laroche dated November 2005 and filed

on SEDAR on May 19, 2006;

2

(h) Form 51-101F1, Statement of Reserves Data and Other Oil and Gas Information, Form 51-101F2, Report

on Reserves Data and Form 51-101F3, Report of Management and Directors on Oil and Gas Disclosure

dated April 30, 2010 filed on SEDAR on April 30, 2010; and

(i) Management Information Circular of Centric dated August 19, 2010 distributed in connection with the

annual meeting of shareholders of Centric held on September 23, 2010, and filed on SEDAR on August 30,

2010.

AOC

Information has been incorporated by reference in this Circular from documents filed by AOC with certain Canadian

securities regulatory authorities. Copies of the documents incorporated by reference in this Circular, as well as

additional information relating to AOC, may be obtained by accessing the SEDAR website at www.sedar.com under

the profile of AOC. Copies of the documents incorporated by reference in this Circular may also be obtained on

request, without charge, from Kevin Hisko, Corporate Secretary of AOC, c/o Suite 2101 - 885 West Georgia,

Vancouver BC V6C 3E8, Telephone: 604-646-3322.

The following documents of AOC, filed on SEDAR by AOC with securities commissions or similar authorities in

Canada under AOC‘s profile on the SEDAR website at www.sedar.com, are specifically incorporated by reference

into and form an integral part of this Circular on the basis set forth under ―General Information – Board Approval‖:

(a) Annual Information Form for the year ended December 31, 2009 dated April 22, 2010, filed on

SEDAR on April 22, 2010;

(b) Form 51-101F1, Statement of Reserves Data and Other Oil and Gas Information, Form 51-101F2,

Report on Reserves Data and Form 51-101F3, Report of Management and Directors on Oil and Gas

Disclosure, dated April 20, 2010 and filed on SEDAR on April 22, 2010;

(c) material change report dated January 8, 2010 relating to the completion of an independent assessment

of AOC‘s East African properties, prepared as at December 1, 2009, filed on SEDAR on January 8,

2010;

(d) news release dated February 16, 2010 relating to the execution of a definitive agreement by AOC and

Platform pursuant to which Platform agreed to assign to AOC 100% of its interest in Blocks 12A and

13T in Kenya, filed on SEDAR on February 16, 2010;

(e) audited consolidated financial statements as at and for the year ended December 31, 2009 and the

MD&A accompanying those financial statements, filed on SEDAR on April 22, 2010;

(f) management information circular dated April 22, 2010 distributed in connection with the annual and

special meeting of shareholders of AOC held on May 27, 2010, filed on SEDAR on April 23, 2010;

(g) material change report dated May 28, 2010 relating to AOC‘s decision to apply for a secondary listing

of its Common Shares on the First North list of the NASDAQ OMX Stock Exchange and the

engagement of E. Ohman Fondkommission AB as AOC‘s financial advisor in conjunction with the

secondary listing, filed on SEDAR on May 28, 2010;

(h) material change report dated July 19, 2010 relating to the announcement of a non-brokered private

placement of common shares of AOC at a price of $1.00 per share for gross proceeds of $20 million,

subsequently increased to $25 million, filed on SEDAR on July 19, 2010;

(i) material change report dated July 21, 2010 relating to the closing of the first tranche of AOC‘s private

placement of common shares, raising gross proceeds of approximately $21,394,990, filed on SEDAR

on July 21, 2010;

(j) material change report dated June 22, 2010 relating to the signing of a letter of intent with Red

Emperor in respect of the assignment of a participating interest in the Dharoor Valley Exploration Area

3

and Nugaal Valley Exploration Area production sharing agreements to Red Emperor, filed on SEDAR

on June 22, 2010;

(k) material change report dated June 22, 2010 relating to the execution of a farmout agreement and joint

venture agreement by AOC and Agriterra Limited, pursuant to which AOC acquired an 80% interest

in, and operatorship of, the South Omo Blocks in Ethiopia, filed on SEDAR on June 22, 2010;

(l) material change report dated July 26, 2010 relating to the closing of the second tranche of AOC‘s

private placement of common shares, raising gross proceeds of approximately $3,605,010, filed on

SEDAR July 26, 2010;

(m) news release dated August 19, 2010 relating to the receipt, by AOC, of Ministerial consent in respect

of, and the completion of the transaction relating to, the acquisition, from Agriterra Limited, of an 80%

interest in the South Omo Block, Kenya, filed on SEDAR on August 19, 2010;

(n) news release dated September 2, 2010 relating to the execution of a definitive agreement with Tullow

pursuant to which AOC agreed to assign to Tullow a 50% interest in, and operatorship of, Blocks 10A

and 10BB in Kenya and the South Omo Block in Ethiopia, together with an option to acquire a 50%

interest in, and operatorship of, Blocks 12A and 13T in Kenya and relating to amendments to the

farmout agreement with Lion pursuant to which Lion agreed to reduce its interest in Block 10BB to

10% (originally 20%) and surrender its interest in Block 10A (originally 25%) in exchange for the

payment by AOC to Lion of US$2.5 million in cash and the issuance to Lion of 2.5 million common

shares of AOC, filed on SEDAR September 2, 2010;

(o) material change report dated September 3, 2010 relating to the execution of the definitive agreement

with Tullow referred to in the news release dated September 2, 2010 described above, by AOC and

Tullow pursuant to which AOC agreed to assign to Tullow a 50% interest in, and operatorship of,

Blocks 10A and 10BB in Kenya and the South Omo Block in Ethiopia, together with an option to

acquire a 50% interest in, and operatorship of, Blocks 12A and 13T in Kenya, filed on SEDAR on

September 7, 2010;

(p) material change report dated September 16, 2010 relating to the completion of the assignment to AOC,

by Platform, of all of Platform‘s 100% interest in Blocks 12A and 13T, Kenya, filed on SEDAR on

September 16, 2010;

(q) material change report dated September 30, 2010 relating to the approval for trading of AOC‘s

common shares on the First North list of the NASDAQ OMX Stock Exchange, to commence at the

market opening on September 30, 2010 under the trading symbol ―AOI‖, filed on SEDAR on

September 30, 2010;

(r) reviewed unaudited interim financial statements as at and for the nine-months ended September 30,

2010 and the MD&A accompanying those financial statements filed on SEDAR on November 9, 2010;

(s) news releases dated September 28, 2010, October 28, 2010 and November 16, 2010, relating to court

proceedings commenced by Interstate Petroleum Ltd. against the Permanent Secretary for the Ministry

of Energy in Kenya, in which AOC and certain of its subsidiaries were named as interested parties,

which court proceedings question the validity of the administrative process that led to the issuance of

exploration permits for, amongst others, Blocks 10BB, 12A and 13T, filed on SEDAR on September

28, 2010, October 28, 2010 and November 16, 2010;

(t) the material change report dated November 22, 2010 relating to AOC‘s election to accelerate the

expiry date of certain of its outstanding warrants to purchase shares of AOC, filed on SEDAR on

November 22, 2010;

(u) a Change of Status Report dated October 5, 2010 with respect to AOC becoming a ―non-venture

issuer‖ under NI 51-102, filed on SEDAR on December 9, 2010;

4

(v) the material change report dated December 9, 2010 announcing the execution of the Arrangement

Agreement, filed on SEDAR on December 9, 2010;

(w) a redacted version of the Arrangement Agreement between AOC and Centric dated effective as of

November 9, 2010, filed on SEDAR on December 9, 2010;

(x) the amendment to the arrangement agreement between AOC and Centric dated effective as of

December 23, 2010, filed on SEDAR on December 29, 2010;

(y) the second amendment to the arrangement agreement between AOC and Centric dated effective as of

January 4, 2011, filed on SEDAR on January 6, 2011;

(z) the material change report dated December 16, 2010 announcing the decision of the High Court in

Kitale, Kenya, to dismiss, with costs, the court proceedings commenced by Interstate Petroleum Ltd.

against the Permanent Secretary for the Ministry of Energy in Kenya, in which AOC was an interested

party, filed on SEDAR on December 16, 2010;

(aa) the material change report dated December 17, 2010 announcing: (i) a signing of a definitive

agreement with the Ethiopian Government to jointly study the Rift Valley Block, located north of

AOC‘s South Omo Block; and (ii) the closing of the Ethiopian portion of the previously announced

five block farmout transaction with Tullow Oil plc., filed on SEDAR on December 17, 2010; and

(bb) the material change report dated December 30, 2010 announcing the exercise of AOC Warrants filed

on SEDAR on December 30, 2010.

Material change reports (other than confidential reports) and all other documents of the type referred to above

filed by AOC with applicable securities regulatory authorities in Canada on SEDAR at www.sedar.com after the

date of this Circular and before the Meeting are deemed to be incorporated by reference into this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference hereto shall

be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement

contained in this Circular or to any subsequently filed document that also is or is deemed to be incorporated

by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not

constitute a part of this Circular, except as modified or superseded. The modifying or superseding statement

need not state that it has modified or superseded a prior statement or include any other information set forth

in the document that it modifies or supersedes. The making of such a modifying or superseding statement

shall not be deemed an admission for any purpose that the modified or superseded statement, when made,

constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact

that is required to be stated or that is necessary to make a statement not misleading in light of the

circumstances to which it was made.

SUMMARY

The following is a summary of information contained elsewhere in this Circular. This summary is qualified in its

entirety by and should be read together with the more detailed information and financial data and statements

contained elsewhere in this Circular, including the Schedules, which are incorporated herein and form part of this

Circular, and the documents incorporated by reference herein. Certain capitalized words and terms used in this

Summary are defined in the Glossary.

Parties

Centric

Centric is an independent oil and gas exploration company with headquarters in London and interests in Kenya and

Mali. The Centric Shares are listed for trading on the Exchange under the symbol ―CTE‖. For additional

information, please see “Information Concerning Centric” and “Information Concerning AOC – Post

Arrangement”.

AOC

AOC is a Canadian oil and gas exploration company with interests in exploration licenses in Kenya, Ethiopia and

Puntland, Somalia. The AOC Shares are listed for trading on the Exchange under the symbol ―AOI‖ and on the

NASDAQ OMX, First North, an alternative market operated in Sweden by NASDAQ OMX Stockholm AB. For

additional information concerning AOC, please see “Information Concerning AOC” and “Information Concerning

AOC – Post- Arrangement”.

The Parties have agreed to combine their respective businesses, assets and operations through the implementation of

the Arrangement. Following completion of the Arrangement, Amalco will be a wholly-owned subsidiary of AOC,

and AOC will continue its business as an oil and gas exploration company. Assuming completion of the

Arrangement, AOC will make application for Centric to cease to be a reporting issuer in all jurisdictions in which it

is currently reporting. Please see “Information Concerning Centric”, “Information Concerning AOC, and

"Information Concerning AOC – Post Arrangement‖ for further information.

The Meeting

The Meeting will be held on February 11, 2011 at 10:00 a.m. (Vancouver time) for the purposes set forth in the

Notice of Meeting including, among other matters, to consider and, if deemed advisable, to approve the

Arrangement and all related matters, giving effect to the transactions contemplated by the Arrangement Agreement.

The record date for determining the registered shareholders for the Meeting is January 5, 2011. Please see “Business

of the Meeting" for further information.

The Arrangement

The Arrangement provides for the acquisition by AOC of the Centric Shares and the amalgamation of Subco and

Centric to form Amalco, a wholly-owned subsidiary of AOC. The Arrangement Agreement establishes the Plan of

Arrangement, which provides among other things that, commencing at the Effective Time, the following events or

transactions shall occur sequentially in the order set out unless otherwise noted and shall be deemed to occur without

any further act or formality required on the part of any person, except as expressly provided in the Plan of

Arrangement:

(a) each Centric Share, other than a Centric Share held by a holder who has exercised its Dissent Rights and is

ultimately entitled to be paid the fair value of its Centric Shares, will be exchanged by the holder thereof,

without any further act or formality and free and clear of all liens, claims and encumbrances, for the cash

consideration and the number of fully paid and non-assessable AOC Shares that is described in the

Exchange Ratio, and the name of each such holder will be removed from the register of holders of Centric

Shares and added to the register of holders of AOC Shares;

(b) each Centric Share held by a holder who has exercised its Dissent Rights and is ultimately entitled to be

paid the fair market value of its Centric Shares in accordance with the Dissent Procedures will be deemed

to have been transferred by such holder to AOC without any further act or formality and free and clear of

2

all liens, claims and encumbrances, in consideration for the right to receive payment from AOC of the fair

value thereof, in cash;

(c) AOC shall transfer all of the Centric Shares held by AOC to Subco in exchange for 100 common shares of

Subco;

(d) the capital account maintained by Centric for the Centric Shares shall be reduced to $1.00 without any

repayment of capital in respect thereof;

(e) Subco and Centric shall be amalgamated to form Amalco and continue as one corporation under the

BCBCA on the terms prescribed in the Plan of Arrangement and:

(i) the property of each Amalgamating Corporation shall continue to be the property of Amalco and

Amalco shall continue to be liable for the obligations of each Amalgamating Corporation,

including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options,

warrants and debts of each of the Amalgamating Corporations;

(ii) an existing cause of action, claim or liability to prosecution is unaffected;

(iii) a civil, criminal or administrative action or proceeding pending by or against an Amalgamating

Corporation may continue to be prosecuted by or against Amalco;

(iv) a conviction against, or ruling, order or judgment in favour of or against, an Amalgamating

Corporation may be enforced by or against Amalco;

(v) all issued and outstanding Centric Shares shall be cancelled without any repayment of capital in

respect thereof; and

(vi) all issued and outstanding common shares of Subco shall be cancelled and AOC shall receive on

the Amalgamation one common share of Amalco for each common share of Subco previously

held; and

(f) each Centric Option that has not been duly exercised or surrendered for termination prior to the Effective

Time shall be terminated without any further act or formality.

As a result of the Arrangement:

(a) Subco will acquire all of the outstanding Centric Shares and Centric and Subco will amalgamate to become

Amalco, a wholly-owned subsidiary of AOC; and

(b) the Centric Shares will be delisted from trading on the Exchange.

No certificates or scrip representing fractional AOC Shares shall be issued upon the surrender for exchange of

certificates pursuant to the Arrangement and no dividend, stock split or other change in the capital structure of AOC

shall relate to any such fractional security and such fractional interests shall not entitle the owner thereof to exercise

any rights as a security holder of AOC. The aggregate number of AOC Shares for which no certificates are issued as

a result of the foregoing shall be deemed to have been surrendered by the owners thereof to AOC for no additional

consideration at the Effective Time.

As a consequence of the Arrangement and assuming that all Centric Options are exercised prior to the Effective

Date, AOC will issue approximately 30,155,554 AOC Shares in exchange for the Centric Shares. Assuming

completion of the Arrangement, AOC will have approximately 165,961,654 AOC Shares issued and outstanding.

AOC Shares held by the former Centric Shareholders will represent approximately 18% of the issued and

outstanding AOC Shares assuming no further issuance of shares. On a fully-diluted basis former Centric

Shareholders will own approximately 15% of the combined entity assuming no further issuance of shares.

For more detailed information, see ―The Arrangement – the Arrangement Agreement” and the Plan of Arrangement

attached to this Circular as Schedule ―B‖.

3

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of arm‘s length negotiations conducted among

representatives of AOC and Centric and their respective financial and legal advisors.

On October 29, 2010, management of AOC delivered to management of Centric copies of the Lock-up Agreements

signed by shareholders of Centric representing approximately 39% of Centric's issued and outstanding shares and

delivered a draft Letter of Intent to management of Centric which set out the proposed terms of a transaction on the

same terms as set out in the signed Lock-up Agreements.

On November 3, 2010, Centric appointed an independent Special Committee of its Board to review the proposed

transaction. By letter agreement dated November 10, 2010 and effective as of November 2, 2010, Centric engaged

CIBC to provide financial advice concerning the proposed transaction and to prepare the Fairness Opinion.

On November 9, 2010, AOC and Centric signed the Letter of Intent, which set out the principal terms and conditions

of the proposed Arrangement, the conditions precedent to the Parties entering into the Arrangement Agreement and

governance of the conduct of the Parties until the Arrangement Agreement was executed or the Letter of Intent was

terminated in accordance with its terms.

On November 26, 2010, CIBC delivered its verbal opinion (subsequently confirmed in writing) to the Special

Committee and the Board that, as of such date and subject to the assumptions, limitations and qualifications

contained therein, the consideration to be received by Centric Shareholders pursuant to the Arrangement Agreement

is fair, from a financial point of view, to Centric Shareholders.

On November 29, 2010 the Special Committee recommended to the Board that it approve the Arrangement and the

definitive Arrangement Agreement. After considering all of the factors, the Board determined that the Arrangement

was fair to the Centric Shareholders from a financial point of view and was in the best interests of Centric. It then

approved the Arrangement and the definitive Arrangement Agreement.

Centric and AOC executed the definitive Arrangement Agreement effective November 29, 2010 and Amending

Agreements effective December 23, 2010 and January 4, 2011. Please see “The Arrangement – Background to the

Arrangement” for further information.

Benefits of the Arrangement

The directors and senior management of Centric believe that the Arrangement is fair to the Centric Shareholders and

in the best interests of Centric and that the Arrangement provides a number of benefits for the Centric Shareholders

including the ability to participate as shareholders in AOC post-Arrangement, which will be a leading East African

focused exploration company with the largest exploration portfolio in Kenya that provides exposure to the highly

prospective East Africa rift basin trend and rift basins in Puntland, Somalia which are thought to be the extension of

productive basins in Yemen. The value of the Arrangement will provide Centric Shareholders with a premium of

71% based on the 20-day volume weighted average trading prices of both AOC and Centric on the Exchange for the

period ended November 26, 2010, being the last trading day before the announcement of the Arrangement.

Please see “The Arrangement – Benefits of the Arrangement” for further information.

Conditions to the Arrangement

The obligations of Centric and AOC to complete the Arrangement under the Arrangement Agreement are subject to

the satisfaction or waiver of certain mutual conditions, including, among others:

(a) the Arrangement Resolution being approved by the Centric Shareholders at the Meeting;

(b) the Final Order being granted by the Court;

(c) the approval of the Exchange to the Arrangement and the issuance of the AOC Shares pursuant thereto

being received; and

4

(d) holders of no greater than 10% of the total outstanding Shares exercising their Dissent Rights.

The obligations of AOC to complete the Arrangement under the Arrangement Agreement are subject to the

satisfaction or waiver of certain conditions, including, among others, the resolution, to the reasonable satisfaction of

AOC, of the Interstate Petroleum Ltd. court proceedings in the High Court in Kitale, Kenya, relating to Block 10BA.

The obligations of Centric to complete the Arrangement under the Arrangement Agreement are subject to the

satisfaction or waiver of certain conditions, including, among others, the resolution, to the reasonable satisfaction of

Centric, of the Interstate Petroleum Ltd. court proceedings in the High Court in Kitale, Kenya, insofar as they relate

to Blocks 10BB, 12A and 13T.

Please see “The Arrangement – the Arrangement Agreement - Conditions to the Arrangement” for further

information.

Non Solicitation and Termination of the Arrangement Agreement

Centric has agreed that, subject to certain exceptions, it will not, directly or indirectly, through any officer, director,

employee, representative or agent of Centric or any Centric Subsidiary knowingly:

(a) solicit, initiate or encourage (including by way of furnishing information or entering into any form of

agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an

Acquisition Proposal;

(b) participate in any discussions or negotiations regarding any Acquisition Proposal;

(c) withdraw or modify in a manner adverse to AOC the approval of the Board of the transactions

contemplated hereby;

(d) approve or recommend any Acquisition Proposal; or

(e) enter into any agreement, arrangement or understanding related to any Acquisition Proposal.

If Centric receives a request for material non-public information from a Person who has made an unsolicited bona

fide written Acquisition Proposal and Centric is permitted, as contemplated under the Arrangement Agreement, to

negotiate the terms of such Acquisition Proposal, then, and only in such case, the Board may, subject to the

execution by such Person of a confidentiality agreement, provide such Person with access to information regarding

Centric,

Centric may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a

Superior Proposal if, and only if:

(a) it has provided AOC with a copy of the Superior Proposal document, with the name and other disclosure

identifying the Person making such Superior Proposal redacted;

(b) five Business Days shall have elapsed from the date AOC received written notice that the Board has

determined that the Acquisition Proposal received constitutes a Superior Proposal; and

(c) it has previously or concurrently will have:

(i) paid to AOC the break fee, if any, payable under the Arrangement Agreement; and

(ii) terminated the Arrangement Agreement.

In the event a Superior Proposal is accepted and recommended by Centric's Board, Centric shall be deemed to have

terminated the Arrangement Agreement and shall be obligated to pay to AOC a break fee of $2,000,000, plus

GST/HST in exchange for the release of AOC's rights under the Arrangement Agreement.

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In addition to the circumstances set forth above, the Arrangement Agreement may also be terminated prior to the

Effective Date, by the mutual agreement of the Parties, by either Party in the event the Effective Date has not

occurred by April 30, 2011, or by either Party in the event that the Centric Shareholders do not approve the

Arrangement. For additional information please see, “The Arrangement – The Arrangement Agreement”.

Fairness Opinion

On November 26, 2010, CIBC provided an opinion to the Special Committee and the Board to the effect that, as of

that date and subject to the assumptions, limitations and qualifications contained therein, the consideration to be

received by Centric Shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to

Centric Shareholders.

The full text of the Fairness Opinion, setting out the assumptions made, matters considered and limitations and

qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Schedule ―F‖ to this

Circular. The summary of the Fairness Opinion in this Circular is qualified in its entirety by reference to the full text

of the Fairness Opinion. The Fairness Opinion is not a recommendation as to whether or not Centric Shareholders

should vote in favour of the Arrangement Resolution. The Fairness Opinion was one of a number of factors taken

into consideration by the Board of Centric in making its unanimous determination that the Arrangement is in the

best interests of Centric and is fair to the Centric Shareholders, and that Centric Shareholders vote in favour of the

Arrangement.

Pursuant to the terms of its engagement letter with Centric, CIBC is to be paid a fee for its services as financial

advisor, including a fee for the Fairness Opinion and additional fees that are payable on a change of control of

Centric or certain other events. Centric has also agreed to indemnify CIBC against certain liabilities.

The Board urges Centric Shareholders to read the Fairness Opinion in its entirety. See “The Arrangement – Fairness

Opinion” and Schedule ―F‖ to this Circular.

Recommendations of the Boards of Directors

The Board has considered the proposed Arrangement with AOC on the terms and conditions as provided in

the Arrangement Agreement and has unanimously determined that the Arrangement is in the best interests

of Centric and is fair to the Centric Shareholders. The Board unanimously recommends that Centric

Shareholders vote in favour of the Arrangement.

Please see “The Arrangement – Recommendations of the Board of Directors” for further information.

Procedure for Arrangement Becoming Effective

Procedural Steps

The Arrangement shall be carried out pursuant to the BCBCA. Aside from the terms of the Interim Order that was

obtained from the Court on January 7, 2011 and attached hereto as Schedule ―D‖, the following procedural steps

must be taken in order for the Arrangement to become effective:

(a) the Arrangement must be approved by the Centric Shareholders;

(b) if approved by the Centric Shareholders, and assuming all conditions precedent to the Arrangement, as set

forth in the Arrangement Agreement, are satisfied or waived by the appropriate party, a hearing before the

Court must be held to approve the Arrangement; and

(c) the Final Order must be issued by the Court.

Please see ―The Arrangement – Procedure for the Arrangement to become Effective‖ for additional information.

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Shareholder Approvals

Pursuant to the BCBCA and the articles of Centric, the Arrangement Resolution approving the Arrangement and the

Arrangement Agreement must be passed, with or without variation, by two-thirds of all votes cast with respect to the

Arrangement Resolution by the Centric Shareholders, present in person or by proxy at the Meeting.

Notwithstanding the foregoing, the Arrangement Resolution authorizes the Board, without further notice to or

approval of the Centric Shareholders, subject to the terms of the Arrangement, to decide not to proceed with the

Arrangement and to revoke such Arrangement Resolution at any time prior to the Arrangement becoming effective

pursuant to the provisions of the BCBCA.

If Dissent Rights are exercised with respect to more than 10% of the Shares, AOC has the right to terminate the

Arrangement.

Please see “The Arrangement – Shareholder Approvals” for further information.

Court Approval

The Arrangement under the BCBCA requires the approval of the Court. Prior to the mailing of the Circular, Centric

obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters

relating to the Arrangement. A copy of the Interim Order is attached hereto as Schedule ―D‖.

Provided that the Arrangement is approved by the requisite majority of the Centric Shareholders and certain other

conditions are met, Centric will make application to the Court for the Final Order at 9:45 a.m. Vancouver time (or so

soon thereafter as legal counsel can be heard) on February 15, 2011 at the Court House, 800 Smithe Street,

Vancouver, British Columbia. At the hearing for the Final Order any security holder or creditor of Centric has the

right to appear, be heard and present evidence if such person is of the view that his or her interests may be

prejudiced by the Arrangement. A copy of the Notice of Hearing of the Final Order is included as Schedule ―D‖ to

this Circular. Please see “The Arrangement – Court Approvals” for further information.

Acceptance of TSX Venture Exchange

AOC and Centric both received the Exchange‘s conditional acceptance of the Arrangement on December 22, 2010.

AOC and Centric expect to receive final acceptance to the Arrangement and the listing of the AOC Shares to be

issued in exchange for the Centric Shares and the delisting of the Centric Shares from the Exchange, subject to

fulfillment of the general listing requirements of the Exchange, which are expected to be met upon the completion of

the Arrangement and other customary filings with the Exchange. It is a condition of the Arrangement that the AOC

Shares to be issued to the Centric Shareholders be accepted for listing on the Exchange and that the Exchange

accepts the Arrangement. Please see “The Arrangement – Approval of the Exchange” for further information.

Voting and Support Agreements

Certain shareholders of Centric have entered into Voting Agreements pursuant to which they have agreed, on and

subject to the terms thereof, among other things, to vote the Centric Shares held by them in favour of the

Arrangement Resolution. As of the date hereof, these shareholders, including certain directors of Centric, held

39,490,345 Centric Shares, representing approximately 43% of the issued Centric Shares on such date. Please see

“The Arrangement – Voting and Support Agreements” for further information.

Securities Laws Information for Canadian Centric Shareholders

The issuances of the AOC Shares pursuant to the Arrangement will be exempt from the prospectus requirements of

Canadian securities legislation. The AOC Shares may be resold in each of the provinces and territories of Canada,

without restriction, provided the trade is not by a Control Person, no unusual effort is made to prepare the market or

create a demand for those securities and no extraordinary commission or consideration is paid in respect of that sale.

Any Centric Shares, which as of the Effective Time contain hold period or resale restrictions upon such securities

will continue to have such a hold period and resale restrictions upon their exchange to AOC Shares. For further

information, see ―The Arrangement - Resale of AOC Shares.‖

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Securities Law Information for United States Centric Shareholders

The AOC Shares to be issued to Centric Shareholders under the Arrangement have not been and will not be

registered under the U.S. Securities Act or the securities laws of any state of United States, and will be issued

pursuant to the exemption from the registration requirements provided under Section 3(a)(10) of the U.S. Securities

Act and exemptions under applicable state securities law.

The AOC Shares to be issued and distributed to Centric Shareholders pursuant to the Arrangement generally will be

freely tradable in the United States under the U.S. Securities Act, except by persons: (a) who are (or at any time

within 90 days preceding the proposed sale of the AOC Shares have been) ―affiliates‖ of AOC, or (b) who have been

―affiliates‖ of AOC within 90 days prior to the Effective Time of the Arrangement. Persons who may be deemed to

be ―affiliates: of an issuer include individuals or entities that control, are controlled by, or are under common control

with, the issuer, and generally include executive officers and directors of the issuer as well as principal shareholders

of the issuer who beneficially own or control 10 percent or more of the voting securities of the issuer. Any resale of

such AOC Shares by such an affiliate (or, if applicable, former affiliate) may be subject to the registration

requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such

affiliates may immediately resell AOC Shares outside the United States without registration under the U.S.

Securities Act pursuant to and in accordance with Regulation S.

For further information, see ―The Arrangement - Resale of AOC Shares,‖ ―The Arrangement - Court Approvals‖ and

―The Arrangement - Additional Securities, Tax and Financial Statements Information for Centric Shareholders in

the United States.‖

Neither AOC nor Centric has a class of securities registered with the SEC and, accordingly, neither is a reporting

company in the United States.

The foregoing discussion is only a general overview of certain requirements of United States securities laws

applicable to the AOC Shares to be issued upon completion of the Arrangement. All holders of such securities

are urged to consult with counsel to ensure that the resale of their securities complies with applicable

securities legislation.

Exchange of Share Certificates

Following completion of the Arrangement, AOC shall mail the Letter of Transmittal to registered Centric

Shareholders for the surrender of certificates which formerly represented Centric Shares for use in exchanging those

certificates for certificates representing AOC Shares. The Letter of Transmittal contains complete instructions on

how such persons are to exchange their securities. Registered Centric Shareholders should read and follow these

instructions. The Letter of Transmittal, when properly completed and delivered together with certificates

representing the applicable Centric Shares and all other required documents, will enable former registered

shareholders to obtain the certificates for AOC Shares to which they are entitled pursuant to the

Arrangement. Certificates will be mailed to Centric Shareholders as soon as is practicable following receipt by the

Depositary of a completed Letter of Transmittal and other required documents at the address specified in such Letter

of Transmittal. If requested, certificates may be picked up by the holder at the office of the Depositary.

Any certificate which immediately prior to the Effective Time represented outstanding Centric Shares that were

exchanged pursuant to Arrangement and not deposited on or prior to the third anniversary of the Effective Date shall

cease to represent a claim or interest of any kind or nature as a shareholder of AOC. On such date, the AOC Shares

to which the former registered holder of the certificate referred to in the preceding sentence was ultimately entitled,

together with the cash component of the Exchange Ratio, shall be deemed to have been surrendered to AOC together

with all entitlements to dividends, distributions and interest thereon held for such former registered holder.

Please see “The Arrangement – Exchange of Securities” for more information.

Right to Dissent

Centric Shareholders are entitled as a consequence of the Arrangement to dissent and be paid the fair value of their

Centric Shares, in respect of which such Dissenting Shareholders dissent, in accordance with Sections 237 through

247 of the BCBCA as modified by the Interim Order and the Plan of Arrangement, if such shareholders give notice

8

that they object to the Arrangement and Centric proceeds to make the Arrangement effective. See Schedule ―C‖

attached hereto for the full text of Sections 237 through 247 of the BCBCA, Schedule ―B‖ attached hereto for the

Plan of Arrangement and Schedule ―D‖ attached hereto for the Interim Order.

The notice and dissent procedure requirements MUST BE STRICTLY OBSERVED. One of the conditions to the

consummation of the Arrangement is that Dissent Notices are not received with respect to in excess of 10% of

Centric‘s issued and outstanding common shares because that may make the Arrangement, in the opinion of Centric

and AOC, impractical or no longer in the best interests of Centric or AOC. See ―Rights of Dissent‖ for further

information.

Canadian Federal Income Tax Considerations

CENTRIC SHAREHOLDERS WHO WOULD OTHERWISE REALIZE A TAXABLE CAPITAL GAIN IN

RESPECT OF THE DISPOSITION OF THEIR CENTRIC SHARES UNDER THE PLAN OF

ARRANGEMENT AND WISH TO RECEIVE A CANADIAN INCOME TAX DEFERRAL IN RESPECT

OF SUCH GAIN MUST MAKE A JOINT ELECTION WITH AOC, AS DESCRIBED IN THIS CIRCULAR

UNDER "CANADIAN FEDERAL INCOME TAX CONSIDERATIONS".

Please refer to the summary of Canadian federal income tax considerations contained in this Circular set forth under

―Canadian Federal Income Tax Considerations‖. All Centric Shareholders should consult their own tax advisers

for advice with respect to their own particular circumstances.

U.S. Federal Income Tax Considerations

Please refer to the summary of United States federal income tax considerations contained in this Circular set forth

under ―Certain United States Federal Income Tax Considerations‖. Centric Shareholders that are citizens, residents,

or otherwise subject to tax in the United States should consult their own tax advisers for advice with respect to the

application of U.S. tax law to an exchange of their Centric Shares for AOC Shares and cash.

Selected Pro Forma Consolidated Financial Information

The following information should be read in conjunction with the (a) pro forma financial statements of

Centric and AOC following completion of the Arrangement, which are attached as Schedule ―E‖ hereto; (b)

the interim financial statements of AOC for the nine month period ended September 30, 2010 and MD&A

filed in connection with those financial statements, which are available on the SEDAR website at

www.sedar.com and incorporated by reference herein, (c) the audited financial statements of AOC for the

years ended December 31, 2009 and 2008 and MD&A filed in connection with those financial statements,

which are available on the SEDAR website at www.sedar.com and incorporated by reference herein; (d) the

interim financial statements of Centric for the nine month period ended September 30, 2010 and MD&A filed

in connection with those financial statements, which are available on the SEDAR website at www.sedar.com

and incorporated by reference herein, and (e) the audited (amended) financial statements of Centric for the

year ended December 31, 2009 and 2008 and MD&A filed in connection with those financial statements,

which are available on the SEDAR website at www.sedar.com and incorporated by reference herein.

The following table sets out certain financial information for Centric, on a consolidated basis, and pro forma

financial information for Centric and AOC after giving effect to the Arrangement and certain other adjustments.

9

Selected Financial Information

Balance Sheet Data AOC at September 30,

2010 (US$000)

Centric at September 30,

2010 (US$000)

AOC Pro Forma at

September 30, 2010

(US$000)

Assets:

Current Assets 26,470 2,815 28,821

Other Assets 95,759 4,596 156,242

Total Assets 122,229 7,411 185,063

Liabilities:

Current Liabilities 7,369 160 9,199

Other Liabilities 526 - 526

Total Liabilities 7,895 160 9,725

Shareholders’ Equity:

Share capital 89,585 17,267 152,259

Warrants 12,667 - 12,667

Equity portion of convertible

debenture

21,579 - 21,579

Contributed surplus 4,094 6,628 4,094

Deficit (13,408) (16,644) (15,078)

Total Shareholders' Equity 114,334 7,251 175,338

Loss for the nine months

ended September 30, 2010

(3,357) (1,061) (4,418)

Number of Shares Issued and

Outstanding

89,585 17,267 152,259

After giving effect to the proposed Arrangement, AOC will have sufficient working capital available to it (before

deduction of the expenses relating to the Arrangement) to achieve its business objectives. AOC intends to use the

funds available to it to achieve the objectives set out under ―Information Concerning AOC Post Arrangement” once

the Arrangement has been completed.

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Market for Securities

The Centric Shares are listed on the Exchange under the trading symbol ―CTE‖. The AOC Shares are listed on the

Exchange and on the NASDAQ OMX, First North, an alternative market operated in Sweden by NASDAQ OMX

Stockholm AB under the trading symbol ―AOI‖. AOC and Centric have received conditional acceptance from the

Exchange for the Arrangement, the listing of the AOC Shares to be issued pursuant to the Arrangement and the

delisting of the Centric Shares. Closing will be subject to the fulfillment of all of the requirements of the Exchange.

It is a mutual condition precedent to the completion of the Arrangement that the final acceptance of the Exchange be

obtained. Please see “The Arrangement – Approval of the Exchange” for further information.

Conflicts of Interest

The directors and officers of Centric and AOC are involved in other projects, including projects in the oil and gas

industry, and may have a conflict of interest in allocating their time between the businesses of Centric and AOC and

other businesses or projects in which they are or will become involved.

Please see ―Information Concerning AOC Post Arrangement – Conflicts of Interest‖, ―Information Concerning AOC

Post Arrangement – Other Reporting Issuer Experience‖.

Interests of Experts

To the best of Centric‘s and AOC‘s knowledge, no direct or indirect interest in AOC or Centric is held by or will be

received by any expert, except as described at ―General Information – Experts‖.

Timing

It is anticipated that the Arrangement will become effective after the requisite approval of the Centric Shareholders,

Court and regulatory approvals have been obtained and all other conditions to the Arrangement have been satisfied

or waived. It is anticipated that the Arrangement will become effective on or before February 22, 2011.

Risk Factors

Following completion of the Arrangement, AOC will be subject to certain risk factors that should be carefully

considered in connection with your review of the Arrangement. AOC Shares are a risky and speculative investment.

In considering whether to vote for the approval of the Arrangement, Centric Shareholders should carefully consider

these risk factors, together with other information included in this Circular, before deciding whether to approve the

Arrangement. For a description of material risk factors, see ―Risk Factors‖.

Accompanying Documents

This Circular is accompanied by several Schedules that are incorporated by reference into, form an integral part of,

and should be read in conjunction with this Circular. It is recommended that Centric Shareholders read this Circular

and the attached Schedules in their entirety.

11

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of Centric for use at the

Meeting. It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally by

directors, officers or employees of Centric. Costs of the solicitation of proxies for the Meeting will be borne by

Centric. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone

or any form of electronic communication or by directors, officers and employees of Centric who will not be directly

compensated therefore. Centric has arranged for intermediaries to forward meeting materials to beneficial owners of

the Centric Shares held of record by those intermediaries and Centric may reimburse the intermediaries for their

reasonable fees and disbursements in that regard.

Appointment of Proxy

Accompanying this Circular are forms of proxy for the Centric Shareholders. The individuals named in the

accompanying forms of proxy are directors or officers of Centric. A Centric Shareholder has the right to appoint

a person (who need not be a securityholder of Centric) to attend and act for him on his behalf at the Meeting

other than the persons named in the enclosed applicable instrument of proxy. To exercise this right, a Centric

Shareholder must strike out the names of the persons named in the instrument of proxy and insert the name

of his nominee in the blank space provided, or complete another instrument of proxy.

The completed instrument of proxy must be dated and signed and the duly completed instrument of proxy

must be deposited at Centric’s transfer agent, COMPUTERSHARE INVESTOR SERVICES INC. no later

than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or

adjournment thereof or may be accepted by the chairman of the Meeting prior to the commencement of the

Meeting. The mailing address for proxies is:

Computershare Investor Services Inc.

100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1

Fax number: 1-866-249-7775

Vote by Phone:

Registered Shareholders: 1-866-732-VOTE (8683)

Beneficial Shareholders: 1-866-734-VOTE (8683)

Vote Online: www.investorvote.com

The instrument of proxy must be signed by the Centric Shareholder or by his duly authorized attorney. If signed by a

duly authorized attorney, the instrument of proxy must be accompanied by the original power of attorney or a

notarially certified copy thereof. If the Centric Shareholder is a corporation, the instrument of proxy must be signed

by a duly authorized attorney, officer, or corporate representative, and must be accompanied by the original power

of attorney or document whereby the duly authorized officer or corporate representative derives his power, as the

case may be, or a notarially certified copy thereof.

The articles of Centric confer discretionary authority upon the chairman of the meeting to accept proxies that do not

strictly conform to the foregoing requirements and certain other requirements set forth in the articles of Centric.

Voting by Proxy and Exercise of Discretion

On any poll, the persons named in the enclosed instrument of proxy will vote the Centric Shares in respect of which

they are appointed and, where directions are given by the Centric Shareholder in respect of voting for or against any

resolution, will do so in accordance with such direction.

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In the absence of any direction in the instrument of proxy, it is intended that Centric Shares will be voted in

favour of the motions proposed to be made at the Meeting, as stated under the headings in this Circular. The

instrument of proxy enclosed, when properly signed, confers discretionary authority to the nominee with respect to

amendments or variations to any matters identified in the applicable notice of meeting, and other matters which may

be properly brought before the Meeting. At the time of printing of this Circular, the management of Centric is not

aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However,

if any other matters which are not now known to the management should properly come before the Meeting, the

proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

Revocation of Proxies

Any registered Centric Shareholder who has returned a proxy may revoke it at any time before it has expired. In

addition to revocation in any other manner permitted by law, a Centric Shareholder may revoke a proxy either by (a)

signing a proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and

dating a written notice of revocation (in the same manner as the instrument of proxy is required to be executed as set

out in the notes to the instrument of proxy) and either depositing it at the place and within the time aforesaid or with

the chairman of the meeting on the day of such meeting or on the day of any adjournment thereof, or (c) registering

with the scrutineer at the meeting as a Centric Shareholder present in person, whereupon such proxy is deemed to

have been revoked. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders (as

defined below under ―Non-Registered Holders of Shares‖) who wish to change their vote must arrange for

their respective intermediaries to revoke the proxy on their behalf.

Non-Registered Holders of Centric Shares

Only registered Centric Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most

Centric Shareholders are ―non-registered‖ shareholders (―Non-Registered Holders‖) because the Centric Shares

they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust

company through which they purchased their Centric Shares. In addition, a person is not a registered Centric

Shareholder in respect of Centric Shares which are held on behalf of that person but which are registered either: (a)

in the name of an intermediary (an ―Intermediary‖) that the Non-Registered Holder deals with in respect of the

Centric Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and

trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a

clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. In

accordance with the requirements of National Instrument 54-101 – Communications with Beneficial Owners of

Securities of a Reporting Issuer (―NI 54-101‖) of the Canadian Securities Administrators, Centric have distributed

copies of the notice of meeting, this Circular and the instruments of proxy (collectively, the ―Proxy Solicitation

Materials‖) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Proxy Solicitation Materials to Non-Registered Holders unless a Non-

Registered Holder has waived the right to receive them under NI 54-101. Very often, Intermediaries will use service

companies, such as Broadridge Financial Solutions Inc. (―Broadridge‖), to forward the Proxy Solicitation Materials

to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Proxy

Solicitation Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by facsimile,

stamped signature), which is restricted as to the number of securities beneficially owned by the Non-

Registered Holder but which is otherwise incomplete. Because the Intermediary has already signed the

form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when

submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should

otherwise properly complete the form of proxy and deposit it with Computershare Investor Services Inc.

or Centric, as provided above; or

(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which

when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or

its service company (such as Broadridge), will constitute voting instructions (often called a ―proxy

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authorization form‖) which the Intermediary must follow. Typically, the proxy authorization form will

consist of a one page pre-printed form. In the alternative, instead of the one page pre-printed form, the

proxy authorization form will consist of a regular printed proxy form accompanied by a page of

instructions which contains a removable label containing a bar-code and other information. In order for the

form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the

label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy

and return it to the Intermediary or its service company in accordance with the instructions of the

Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of Centric

Shares which they beneficially own. Should a Non-Registered Holder who received one of the above mentioned

forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the

management proxyholders named in the form and insert their own name in the blank space provided. In either case,

Non-Registered Holders should carefully follow the instructions of their Intermediary or its agents, including

those regarding when and where the proxy or proxy authorization form is to be delivered.

Requisite Shareholder Approvals

Each Centric Shareholder of record at the close of business on the Record Date will be entitled to receive notice of

and vote at the Meeting.

As of the Record Date, Centric had 97,503,103 common shares issued and outstanding. The Centric Shareholders

are entitled to one vote for each Centric Share held in respect of the Arrangement Resolution.

In order to be effective, the Arrangement Resolution to be submitted to the Centric Shareholders at the Meeting must

be approved by the affirmative vote of at least two-thirds of the votes cast thereon. A quorum at the Meeting will

consist of at least one person present in person or by proxy.

Interest of Certain Persons in Matters to be Acted Upon

No informed person, none of the directors or senior officers of Centric, none of the persons who have been directors

or senior officers of Centric since the commencement of Centric‘s last completed financial year and no associate or

affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership

of securities or otherwise, in any matter to be acted upon at the Meeting.

Indebtedness of Directors, Executive Officers and Senior Officers

No person who is or at any time during the most recently completed financial year was a director, executive officer

or senior officer of Centric, and no associate of any of the foregoing persons has been indebted to Centric at any

time since the commencement of Centric‘s last completed financial year.

Record Date

Only Centric Shareholders of record on the close of business on January 5, 2011, who either personally attend the

Meeting, who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under

the heading "Appointment of Proxies" and ―Revocation of Proxies‖ will be entitled to have his or her Centric Shares

voted at the Meeting, or any adjournment thereof.

THE ARRANGEMENT

Purpose of the Arrangement

The purpose of the Arrangement is for AOC to acquire Centric by way of a Plan of Arrangement. AOC is an oil and

gas exploration company. AOC‘s primary projects are located in Kenya, Ethiopia and Puntland (Somalia).

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Following completion of the Arrangement, Centric Shareholders will continue to have interests in the business of

Centric, but will also hold an interest in the properties of AOC through the AOC Shares.

The Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the Plan of

Arrangement, a copy of which is attached as Schedule ―B‖ to this Circular and the Arrangement Agreement, a copy

of which is available on SEDAR at www.sedar.com. Each of these documents should be read carefully in their

entirety.

The Arrangement provides for the acquisition by AOC of the Centric Shares such that Centric will become a

wholly-owned subsidiary of AOC. The Arrangement Agreement establishes the Plan of Arrangement, which

provides among other things that, commencing at the Effective Time, the following events or transactions shall

occur sequentially in the order set out unless otherwise noted and shall be deemed to occur without any further act or

formality required on the part of any person, except as expressly provided in the Plan of Arrangement:

(a) each Centric Share, other than a Centric Share held by a holder who has exercised its Dissent Rights and is

ultimately entitled to be paid the fair value of its Centric Shares, will be exchanged by the holder thereof,

without any further act or formality and free and clear of all liens, claims and encumbrances, for the cash

consideration and the number of fully paid and non-assessable AOC Shares that is described in the

Exchange Ratio, and the name of each such holder will be removed from the register of holders of Centric

Shares and added to the register of holders of AOC Shares;

(b) each Centric Share held by a holder who has exercised its Dissent Rights and is ultimately entitled to be

paid the fair market value of its Centric Shares in accordance with the Dissent Procedures will be deemed

to have been transferred by such holder to AOC without any further act or formality and free and clear of

all liens, claims and encumbrances, in consideration for the right to receive payment from AOC of the fair

value thereof, in cash;

(c) AOC shall transfer all of the Centric Shares held by AOC to Subco in exchange for 100 common shares of

Subco;

(d) the capital account maintained by Centric for the Centric Shares shall be reduced to $1.00 without any

repayment of capital in respect thereof;

(e) Subco and Centric shall be amalgamated to form Amalco and continue as one corporation under the

BCBCA on the terms prescribed in the Plan of Arrangement and:

(i) the property of each Amalgamating Corporation shall continue to be the property of Amalco and

Amalco shall continue to be liable for the obligations of each Amalgamating Corporation,

including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options,

warrants and debts of each of the Amalgamating Corporations;


(iii) a civil, criminal or administrative action or proceeding pending by or against an Amalgamating

Corporation may continue to be prosecuted by or against Amalco;

(iv) a conviction against, or ruling, order or judgment in favour of or against, an Amalgamating

Corporation may be enforced by or against Amalco;

(v) all issued and outstanding Centric Shares shall be cancelled without any repayment of capital in

respect thereof; and

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(vi) all issued and outstanding common shares of Subco shall be cancelled and AOC shall receive on

the Amalgamation one common share of Amalco for each common share of Subco previously

held; and

(f) each Centric Option that has not been duly exercised or surrendered for termination prior to the Effective

Time shall be terminated without any further act or formality.

As a result of the Arrangement:

(a) Subco will acquire all of the outstanding Centric Shares and Centric and Subco will amalgamate to become

Amalco, a wholly owned subsidiary of AOC; and

(b) the Centric Shares will be delisted from trading on the Exchange.


certificates pursuant to the Arrangement and no dividend, stock split or other change in the capital structure of AOC



a result of the foregoing shall be deemed to have been surrendered by the owners thereof to AOC for no additional


In any case where the aggregate cash payable to a particular Centric Shareholder under the Arrangement Agreement

would include a fraction of a cent, the cash consideration shall be rounded up to the nearest whole cent.

As a consequence of the Arrangement and assuming that all Centric Options are exercised prior to the Effective

Date, AOC will issue approximately 30,155,554 AOC Shares in exchange for the Centric Shares. Assuming

completion of the Arrangement, AOC will have approximately 165,961,654 AOC Shares issued and outstanding.

AOC Shares held by the former holders of the Centric Shares will represent approximately 18% of the issued and

outstanding AOC Shares. On a fully diluted basis former Centric Shareholders will own approximately 15% of the

combined entity.

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of arm‘s length negotiations conducted among

representatives of AOC and Centric and their respective financial and legal advisors.

During late August and early September 2010, Centric‘s management was informally advised by a third party that

AOC might be interested in a merger of the two companies. The management and Board of Centric expressed no

interest. On September 22, 2010, at the request of AOC‘s management, members of Centric‘s management met

informally with AOC at AOC‘s offices in Vancouver. AOC‘s management expressed their interest in merging the

two companies, valuing Centric at about $0.35 per Centric Share. Centric‘s management indicated that this

valuation was too low and otherwise expressed no interest in merging the two companies and did not follow-up with

AOC.

On October 29, 2010, management of AOC delivered to management of Centric copies of the Lock-up Agreements

signed by Centric Shareholders who owned a total of 36,309,345 Centric Shares representing an aggregate of 39.5%

of the issued Centric Shares. Under the terms of the Lock-up Agreements, these Centric Shareholders agreed to vote

in favour of a transaction under which AOC would acquire all of the issued Centric Shares in exchange for AOC

Shares at a ratio of one AOC Share for each 3.25 Centric Shares representing consideration of approximately $0.63

per Centric Share, based on the closing price of AOC Shares on the Exchange on October 28, 2010 of $2.05. At the

same time, management of AOC delivered a draft Letter of Intent to management of Centric which set out the

proposed terms of a transaction on the same terms as set out in the signed Lock-up Agreements.

On November 3, 2010, Centric appointed an independent Special Committee of its Board to review the Arrangement

proposal. By letter agreement dated November 10, 2010 and effective as of November 2, 2010, Centric engaged

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CIBC to provide financial advice concerning the proposed transaction and to prepare the Fairness Opinion. The

Parties continued their negotiations respecting the terms of the proposed Arrangement and consulted with legal

counsel to obtain corporate, securities and tax advice. On November 9, 2010, AOC and Centric signed the Letter of

Intent, which set out the principal terms and conditions of the proposed Arrangement, the conditions precedent to the

Parties entering into the Arrangement Agreement and governing the conduct of the Parties until the Arrangement

Agreement was executed or the Letter of Intent was terminated in accordance with its terms.

The Special Committee of Centric was comprised of Simon Anderson, Anthony Dutton and Darren Devine. The

Special Committee was authorized to determine whether the Exchange Ratio proposed in the Letter of Intent was

fair in the context of the market and to advise the board of directors of Centric of its determination. The Special

Committee was also authorized to make such recommendations to the board of directors of Centric with respect to

the Arrangement as the Special Committee considered necessary or appropriate.

Following the signing of the Letter of Intent, the parties negotiated the terms of the definitive Arrangement

Agreement.

On November 26, 2010, CIBC delivered its verbal opinion (subsequently confirmed in writing) to the Special

Committee and Board that, as of such date and subject to the assumptions, limitations and qualifications contained

therein, the consideration to be received by Centric Shareholders pursuant to the Arrangement Agreement is fair,

from a financial point of view, to Centric Shareholders.

On November 29, 2010 the Special Committee recommended to the Board that it approve the Arrangement and the

definitive Arrangement Agreement. The Board reviewed the opportunity as it had developed to that time and

considered the verbal opinion provided by CIBC. After considering all of the factors, the Board determined that the

Arrangement was fair to its shareholders from a financial point of view and was in the best interests of Centric

Shareholders. It then approved the Arrangement and the definitive Arrangement Agreement. On November 29,

2010, Centric and AOC executed the definitive Arrangement Agreement.

Benefits of the Arrangement

The directors and senior management of Centric believe that the Arrangement is in the best interests of Centric

Shareholders and that the Arrangement provides a number of benefits for them including the following:

(a) a 71% premium based on the 20-day volume weighted average trading prices of both AOC and Centric on

the Exchange for the period ended November 26, 2010, being the last trading day before the announcement

of the Arrangement;

(b) reduction of exploration risk by participation in a company with a larger exploration portfolio;

(c) increased news flow from the merged entity through participation in a greater number of drilling

opportunities;

(d) having a significant exploration portfolio in sub-Saharan Africa, with a gross land package in excess of

325,000 square kilometres, providing exposure to the highly-prospective East Africa rift basin trend and

other basins;

(e) having a diversified exploration portfolio with multi-billion barrel prospectivity in four African countries;

(f) having numerous drilling targets in geological settings analogous to the highly-productive basins of Uganda

(Albertine basin), south Sudan (Muglad and Melut basins) and Yemen;

(g) be in a strong financial position with in excess of $70 million in cash to fund upcoming exploration

activities;

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(h) having the potential to acquire additional east African opportunities through its enhanced access to external

financing opportunities; and

(i) Having increased stock market liquidity through the ownership of common shares of AOC.

The Board has considered all information provided, including the advantages and disadvantages of the Arrangement

and the transactions contemplated thereunder discussed below under ―The Arrangement – Recommendation of the

Boards of Directors‖. See also ―The Arrangement – Fairness Opinion‖ and financial statements of AOC and

Centric, which have been filed on SEDAR (and may be viewed at www.sedar.com) being the audited financial

statements of Centric for the years ended December 31, 2009 and 2008 and the MD&A filed in connection with

those financial statements; the interim financial statements of Centric for the nine month period ended September

30, 2010 and the MD&A filed in connection with those financial statements; the audited (amended) financial

statements of AOC for the years ended December 31, 2009 and 2008 and the MD&A filed in connection with those

financial statements; the interim financial statements of AOC for the nine month period ended September 30, 2010

and the MD&A filed in connection with those financial statements which are incorporated herein by reference.

Arrangement Agreement

The Arrangement will be effected in accordance with the Arrangement Agreement, including the Amending

Agreements, copies of which have been filed under the profiles of AOC and Centric on SEDAR at www.sedar.com

as material documents. The Arrangement Agreement contains certain representations and warranties made by each

of Centric and AOC in respect of their assets, liabilities, capital, financial position and operations. In addition, each

of Centric and AOC provide covenants which govern the conduct of their operations and affairs prior to the

completion of the Arrangement. The Arrangement Agreement contains a number of conditions precedent to the

obligations of Centric and AOC thereunder. Unless all of such conditions are satisfied or waived by the party or

parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the Arrangement will

not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. The

conditions to the Arrangement becoming effective are set out in the Arrangement Agreement. Upon the conditions

being fulfilled or waived, the Parties will give effect to the Arrangement as of the Effective Time.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by each of Centric and AOC. The

assertions embodied in those representations and warranties are solely for the purposes of the Arrangement

Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because

they are qualified by certain disclosures provided by the Parties or are subject to a standard of materiality or are

qualified by a reference to the concept of a ―Material Adverse Effect‖ or ―Material Adverse Change‖ (which

concepts are defined in the Arrangement Agreement and in some respects are different from the materiality

standards generally applicable under securities laws). Therefore, Centric Shareholders should not rely on the

representations and warranties as statements of factual information.

The Arrangement Agreement contains representations and warranties of the Parties relating to certain matters

including, among other things: incorporation and qualification; ownership of subsidiaries; absence of conflict with

or violation of constating documents, agreements or applicable laws; authority to execute and deliver the

Arrangement Agreement and perform its obligations under the Arrangement Agreement; due authorization and

enforceability of the Arrangement Agreement; composition of share capital; options or other rights for the purchase

of securities; indebtedness; receipt of all required consents; financial statements, records and accounts; employment

matters; ownership of assets and conduct of operations; absence of adverse litigation, judgment or order; absence of

investigation proceedings; absence of adverse material change; taxation matters; material agreements; environmental

matters; reporting issuer and listing status; and matters related to the Arrangement.

Covenants

Centric and AOC have each given to the other usual and customary covenants in respect of the Arrangement.

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Conditions to the Arrangement

The respective obligations of AOC and Centric to complete the transactions contemplated by the Arrangement

Agreement are subject to a number of conditions that must be satisfied or waived in order for the Arrangement to

become effective. There is no assurance that these conditions will be satisfied or waived on a timely basis.

Notwithstanding the foregoing, the Arrangement Resolution authorizes the Board, without further notice to or

approval of the Centric Shareholders, to amend the Arrangement Agreement or to decide not to proceed with the

Arrangement and to revoke the Arrangement Resolution at any time prior to the Arrangement becoming effective

pursuant to the provisions of the BCBCA. Unless all of the conditions are satisfied or waived, the Arrangement will

not proceed. The following significant conditions, in addition to other conditions, are contained in the Arrangement

Agreement:

(a) the Arrangement Resolution shall have been approved by the Centric Shareholders at the Meeting;

(b) all necessary orders of the Court with respect to the Arrangement will have been obtained;

(c) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders,

necessary for the completion of the transactions provided for in this Agreement and the Plan of

Arrangement shall have been obtained or received from the persons, authorities or bodies having

jurisdiction in the circumstances; and

(d) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions

contemplated by the Arrangement Agreement or the Arrangement.

The obligation of AOC to complete the transactions contemplated by the Arrangement Agreement is subject to the

fulfillment or waiver of certain conditions, as set forth in the Arrangement Agreement, at or before the Effective

Time, including, but not limited to:

(a) holders of more than 10% of the issued and outstanding Centric Shares shall not have exercised the Dissent

Rights in respect of the Arrangement;

(b) there shall not have occurred a Material Adverse Change to Centric;

(c) Centric shall have provided AOC with written resignations, effective as of the Effective Time, from all

directors and officers of Centric and the Centric Subsidiaries;

(d) Centric shall have obtained, in writing to the reasonable satisfaction of AOC, all required ministerial or

other government consents in respect of the transactions contemplated hereby from the governments of the

Republic of Kenya and the Republic of Mali;

(e) resolution, to the reasonable satisfaction of AOC, of the Interstate Petroleum Ltd. court proceedings in the

High Court in Kitale, Kenya, relating to Block 10BA;

(f) Centric shall have completed its farm-out transaction with Tullow, announced August 4, 2010, in respect of

Block 10BA strictly in accordance with the terms of the September 27, 2010 Farm-Out Agreement; and

(g) Centric Energy (UK) Ltd. will have been dissolved.

The obligation of Centric to complete the transactions contemplated by the Arrangement Agreement is subject to the

fulfillment or waiver of certain conditions, as set forth in the Arrangement Agreement, at or before the Effective

Time, including, but not limited to:

(a) there shall not have occurred a Material Adverse Change to AOC;

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(b) AOC shall have completed its Farm-Out Agreement with Tullow, announced September 2, 2010, in respect

of Blocks 10A, 10BB, 12A, 13T and the South Omo Blocks; and

(c) resolution, to the reasonable satisfaction of Centric, of the Interstate Petroleum Ltd. court proceedings in

the High Court in Kitale, Kenya, insofar as they relate to Blocks 10BB, 12A and 13T.

Non-Solicitation and Termination of the Arrangement Agreement

Centric has agreed that it will not, directly or indirectly, through any officer, director, employee, representative or

agent of Centric or any Centric Subsidiary knowingly:

(a) solicit, initiate or encourage (including by way of furnishing information or entering into any form of

agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an

Acquisition Proposal;

(b) participate in any discussions or negotiations regarding any Acquisition Proposal;

(c) withdraw or modify in a manner adverse to AOC the approval of the board of directors of Centric of the

transactions contemplated hereby;

(d) approve or recommend any Acquisition Proposal; or

(e) enter into any agreement, arrangement or understanding related to any Acquisition Proposal.

However, nothing prevents the Board, prior to the issuance of the Final Order, from considering or participating in

any discussions or negotiations, or entering into one or more confidentiality agreements and providing information

regarding one or more unsolicited bona fide written Acquisition Proposals that did not otherwise result from a

breach of these requirements and that the Board determines in good faith, after consultation with financial advisors

and outside legal counsel, is reasonably likely to result in a Superior Proposal; provided, however, that prior to

taking such action, the Board must receive an opinion of outside legal counsel that it is appropriate that the Board

take such action in order to discharge properly its fiduciary duties. Centric shall not consider, negotiate, accept or

recommend an Acquisition Proposal after the date of the issuance of the Final Order.

Centric has agreed to promptly notify AOC, at first orally and then in writing, of any Acquisition Proposal, and any

enquiry that could lead to an Acquisition Proposal, or any amendments thereto, or any request for non public

information relating to Centric in connection with an Acquisition Proposal or for access to the properties, books or

records of Centric by any Person that informs Centric that it is considering making, or has made, a proposal that

constitutes, or may be reasonably expected to lead to, an Acquisition Proposal. In addition Centric has agreed that it

will:

(a) keep AOC fully informed of the status including any change to the material terms of any such Acquisition

Proposal or enquiry; and

(b) provide to AOC as soon as practicable after receipt or delivery thereof with copies of all correspondence

and other written material sent or provided to Centric from any Person in connection with any Acquisition

Proposal or sent or provided by Centric to any Person in connection with any Acquisition Proposal.

If Centric receives a request for material non-public information from a Person who has made an unsolicited bona

fide written Acquisition Proposal and if Centric is permitted, as contemplated under the Arrangement Agreement, to

negotiate the terms of such Acquisition Proposal, then, and only in such case, the Board may, subject to the

execution by such Person of a confidentiality agreement, provide such Person with access to information regarding

Centric; provided, however, that the Person making the Acquisition Proposal shall not be precluded under such

confidentiality agreement from making the Acquisition Proposal (or any material amendment thereto) and provided

further that Centric sends a copy of any such confidentiality agreement to AOC promptly upon its execution and

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concurrently provides AOC with a list of or copies of the information provided to such Person and access to similar

information to which such Person was provided.

Centric may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a

Superior Proposal if and only if:

(a) it has provided AOC with a copy of the Superior Proposal document, with the name and other disclosure

identifying the Person making such Superior Proposal redacted;

(b) five Business Days shall have elapsed from the date AOC received written notice that the Board has

determined that the Acquisition Proposal received constitutes a Superior Proposal; and

(c) it has previously or concurrently will have:

(i) paid to AOC the break fee, if any, payable under the Arrangement Agreement; and

(ii) terminated this Agreement pursuant to the Arrangement Agreement.

In the event a Superior Proposal is accepted and recommended by Centric's Board, Centric shall be deemed to have

terminated the Arrangement Agreement and shall be obligated to pay to AOC a break fee of $2,000,000 plus

GST/HST concurrently with the termination of the Arrangement Agreement and in exchange for the release of

AOC's rights thereunder.

In addition to the circumstances set forth above, the Arrangement Agreement may also be terminated prior to the

Effective Date, by the mutual agreement of the Parties, by either Party in the event the Effective Date has not

occurred by April 30, 2011, or by either Party in the event that the Centric Shareholders do not approve the

Arrangement.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated and be of no further force or effect:

(a) by the mutual agreement of Centric and AOC without further action on the part of the Centric Shareholders

if terminated after the holding of the Meeting;

(b) by either Centric or AOC if there shall be passed any law that makes consummation of the transactions

contemplated by this Agreement illegal or otherwise prohibited or if any injunction, order or decree

enjoining AOC or Centric from consummating the transactions contemplated by this Agreement is entered

and such injunction, order or decree shall become final and non-appealable;

(c) by AOC if:

(i) the board of directors of Centric shall have failed to recommend or withdrawn or modified or

changed in a manner adverse to AOC its approval or recommendation of this Agreement or the

Arrangement or shall have recommended or approved an Acquisition Proposal;

(ii) through no fault of AOC, the Arrangement shall not have been submitted for the approval of the

Centric Shareholders at the Centric Meeting, on or before April 15, 2011, in the manner provided

for in Article 2 and in the Interim Order; or

(iii) through no fault of AOC, the Arrangement shall not have been approved by the Centric

Shareholders, on or before April 15, 2011, in the manner provided for in Article 2 and in the

Interim Order;

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(d) by Centric in order to enter into a definitive written agreement with respect to a Superior Proposal, subject

to the payment of the break fee and compliance with certain other terms of the Arrangement Agreement; or

(e) by Centric if the Arrangement, through no fault of Centric, shall not have been approved by the Centric

Shareholders, on or before April 15, 2011, in the manner provided for in the Arrangement Agreement and

in the Interim Order.

Notwithstanding any other provision of the Arrangement Agreement, if the Effective Date does not occur on or prior

to the April 30, 2011, then the Arrangement Agreement shall terminate without further action by any party unless

otherwise agreed by the Parties.

Expenses

The Arrangement Agreement provides that AOC and Centric shall each be responsible for their own costs and

expenses incurred in connection with the Arrangement.

Fairness Opinion

On November 26, 2010, CIBC provided an opinion to the Special Committee and the Board to the effect that, as of

that date and subject to the assumptions, limitations and qualifications contained therein, the consideration to be

received by Centric Shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to

Centric Shareholders.

The full text of the Fairness Opinion, setting out the assumptions made, matters considered and limitations and

qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Schedule ―F‖ to this

Circular. The summary of the Fairness Opinion in this Circular is qualified in its entirety by reference to the full text

of the Fairness Opinion. The Fairness Opinion is not a recommendation as to whether or not Centric Shareholders

should vote in favour of the Arrangement Resolution. The Fairness Opinion was one of a number of factors taken

into consideration by the Board in making its unanimous determination that the Arrangement is in the best interests

of Centric and is fair to the Centric Shareholders, and that Centric Shareholders vote in favour of the Arrangement.

Pursuant to the terms of its engagement letter with Centric, CIBC is to be paid a fee for its services as financial

advisor, including a fee for the Fairness Opinion and additional fees that are payable on a change of control of

Centric or certain other events. Centric has also agreed to indemnify CIBC against certain liabilities.

The Board urges Centric Shareholders to read the Fairness Opinion in its entirety. See Schedule ―F‖ to this Circular.

Recommendation of the Board of Directors

The Special Committee considered the proposed Arrangement with AOC on the terms and conditions as provided in

the Arrangement Agreement and has recommended to the Board that it approve the Arrangement, execute the

Arrangement Agreement and recommend that the Centric Shareholders vote in favour of the Arrangement. The

Board unanimously determined that the Arrangement is fair from a financial point of view to the Centric

Shareholders is one which a business person might reasonably approve, and is in the best interests of Centric

and its shareholders. The Board recommends that the Centric Shareholders vote in favour of the

Arrangement.

In arriving at its conclusion, the Board considered the following, among other matters:

(a) information with respect to the financial condition, business and operations, on both a historical and

prospective basis, of both AOC and Centric, including information in respect of Centric and AOC on a pro

forma consolidated basis;

(b) the terms of the Arrangement will result in Centric Shareholders continuing to own an interest in all of the

assets currently held by Centric, as well as the assets of AOC;

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(c) certain shareholders of Centric, holding in the aggregate 39% of the issued and outstanding Centric Shares,

had indicated their support of the Arrangement and entered into the Lock-Up Agreements with AOC

pursuant to which, among other things they had agreed to vote their Centric Shares in favour of the

Arrangement Resolution;

(d) information provided by AOC with respect to its properties;

(e) current industry, economic and market conditions and trends;

(f) the procedures by which the Arrangement is to be approved, including the requirement for approval by

special resolution of the Centric Shareholders at the Meeting and by the Court after a hearing at which

fairness will be considered;

(g) the availability of rights of dissent to Centric Shareholders with respect to the Arrangement;

(h) the management group and technical team of AOC;

(i) the Fairness Opinion;

(j) the terms and conditions of the Arrangement Agreement do not prevent an unsolicited third party from

making a proposal or preclude the Board from considering and acting on such a proposal, provided Centric

complies with the terms of the Arrangement Agreement; and

(k) the benefits of the Arrangement set forth under "Benefits of the Arrangement" herein.

The Board also identified and considered disadvantages associated with the Arrangement, including that the Centric

Shareholders after the Arrangement will be subject to:

(a) dilution of their interest in the Centric properties through their diluted percentage holding in AOC

following completion of the Arrangement;

(b) dilution of the possible value of Centric as due to the comparative value of its assets in comparison to AOC

both on an economic and socio-political level;

(c) loss of control of management focus on Centric‘s assets;

(d) the risk factors applicable to AOC; and

(e) the possibility that there may be adverse tax consequences to certain holders of securities of Centric. See

―Canadian Federal Income Tax Considerations‖ and ―Certain United States Federal Income Tax

Considerations”.

In view of the variety of factors considered in connection with its evaluation of the Arrangement, the Board did not

find it practicable to quantify or otherwise assign relative weights to the specific factors in reaching its determination

as to the fairness of the Arrangement.

Procedure for the Arrangement to Become Effective

The Arrangement is proposed to be carried out under Part 9, Division 5 of the BCBCA. The following procedural

steps must be taken in order for the Arrangement to become effective:

(a) the Arrangement must be approved by the Centric Shareholders in the manner set forth in the Interim

Order;

23

(b) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied

or waived; and

(c) if the Arrangement is approved by the Centric Shareholders in the manner set forth in the Interim Order, a

hearing before the Court must be held to obtain the Final Order approving the Arrangement.

Shareholder Approvals

Pursuant to the terms of the Interim Order, the Arrangement Resolution must, subject to further order of the Court,

be approved by at least two-thirds of the votes cast by the Centric Shareholders, voting as a single class, present in

person or by proxy at the Meeting. Notwithstanding the foregoing, the Arrangement Resolution authorizes the

Board, without further notice to or approval of the Centric Shareholders, subject to the terms of the Arrangement, to

amend the Arrangement Agreement or to decide not to proceed with the Arrangement and to revoke the

Arrangement Resolution at any time prior to the Arrangement becoming effective pursuant to the provisions of the

BCBCA.

If more than 10% of the Centric Shares become the subject of Dissent Rights, the Arrangement may be terminated

by AOC. Should Centric Shareholders fail to approve the Arrangement Resolution pursuant to the Interim Order,

the Arrangement will be terminated.

Court Approvals

On January 7, 2011, Centric obtained the Interim Order, which is attached to this Circular as Schedule ―D‖,

authorizing the calling and holding of the Meeting and prescribing the conduct of the Meeting. The Interim Order

does not constitute approval of the Plan of Arrangement or the contents of this Circular by the Court. Subject to the

terms of the Arrangement Agreement and, if the Arrangement Resolution is approved at the Meeting, Centric will

apply to the Court for the Final Order at the Court House, 800 Smithe Street, Vancouver, British Columbia on

February 15, 2011, at 9:45 a.m. (Vancouver time) or so soon thereafter as counsel may be heard. Please see the

Notice of Hearing included with this Circular for further information on participating or presenting evidence at the

hearing for the Final Order.

The issuance of AOC Shares pursuant to the Arrangement will not be registered under the U.S. Securities Act or the

securities laws of any State of the United States and will be effected in reliance upon the exemption from

registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and exemptions provided under the

securities laws of each State of the United States in which Centric Shareholders reside. Section 3(a)(10) of the U.S.

Securities Act exempts from registration a security that is issued in exchange for outstanding securities where the

terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms

and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to

appear, by a court or by a governmental authority expressly authorized by law to grant such approval. The Court will

be advised at the hearing of the application for the Final Order that if the terms and conditions of the Arrangement

are approved by the Court, the AOC Shares issued pursuant to the Arrangement will not require registration under

the U.S. Securities Act. Accordingly, the Final Order of the Court will, if granted, constitute a basis for the

exemption from the registration requirements of the U.S. Securities Act with respect to the issuance of the AOC

Shares to Centric Shareholders in connection with the Arrangement.

At the hearing for the Final Order, Centric Shareholders and creditors of Centric are entitled to appear in person or

by counsel and to make a submission regarding the Arrangement, subject to filing and serving an appearance and

satisfying any other applicable requirements.

At the hearing for the Final Order, the Court will also consider, among other things, the fairness of the terms and

conditions of the Arrangement and the rights and interests of every Person affected. The Court has broad discretion

under the BCBCA when making orders with respect to arrangements. The Court may approve the Arrangement

either as proposed, or make the Arrangement subject to such terms and conditions as the Court considers

appropriate, or may dismiss the application. Depending upon the nature of any required amendments, Centric may

determine not to proceed with the Arrangement if any amendment ordered by the Court is not satisfactory to Centric.

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Acceptance of the Exchange

The Arrangement Agreement provides that receipt of all regulatory approvals, including without limitation, the

acceptance of the Exchange for the listing of the AOC Shares to be issued in exchange for the Centric Shares and the

delisting of the Centric Shares, is a condition precedent to the Arrangement becoming effective. Both AOC and

Centric received the Exchange‘s conditional acceptance of the Arrangement on December 22, 2010. Final

acceptance by the Exchange is conditional upon receipt of various documents and information, including evidence

of requisite shareholder approvals, fairness opinions and court approval, all of which will be filed by AOC and

Centric in connection with the Meeting.

Voting and Support Agreements

Certain Shareholders, including certain directors of Centric, have entered into Voting Agreements pursuant to which

they have agreed, on and subject to the terms thereof, among other things, to vote in favour of the Arrangement

Resolution. Centric Shareholders who have executed Voting Agreements hold approximately 43% of the issued and

outstanding Centric Shares. In the event the Arrangement Agreement is terminated, the Voting Agreements are also

terminated.

Resale of AOC Shares

Centric Shareholders, including securityholders residing elsewhere than in Canada, are urged to consult their

legal advisors to determine the extent of all applicable resale provisions.

Application of Canadian Securities Law to Resales

The AOC Shares to be issued to Centric Shareholders, pursuant to the Arrangement will be issued in reliance on

exemptions from the prospectus requirement of applicable securities laws of the various applicable provinces in

Canada and will generally, be ―freely tradable‖ (and not subject to any ―restricted period‖ or ―hold period‖) if the

following conditions are met: (i) the trade is not a control distribution (as defined in applicable securities

legislation); (ii) no unusual effort is made to prepare the market or to create a demand for the securities that are the

subject of the trade; (iii) no extraordinary commission or consideration is paid to a person or company in respect of

the trade; and (iv) if the selling securityholder is an Insider or an officer of AOC, the selling securityholder has no

reasonable grounds to believe that AOC is in default of securities legislation.

Application of U.S. Securities Law to Resales

There is no established public market in the United States for the AOC Shares prior to the Effective Date of the

Arrangement, and none is expected to develop for the foreseeable future in the United States for the AOC Shares

after completion of the Arrangement. It is a condition to the Arrangement that the AOC Shares to be issued to the

Centric Shareholders be accepted for listing on the Exchange and that the Exchange approve the Arrangement.

The following discussion is a general overview of certain requirements of U.S. federal and state securities laws

applicable to Centric Shareholders who will receive AOC Shares upon completion of the Arrangement. All

Centric Shareholders are urged to consult with their own legal advisors to ensure that the resale of AOC

Shares issued to them under the Arrangement complies with applicable federal and state securities laws. The

following discussion does not address the Canadian securities laws that will apply to the issue of the AOC Shares to

Centric Shareholders within Canada. Former Centric Shareholders who resell AOC Shares in Canada after the

completion of the Arrangement must comply with Canadian Securities Legislation, as outlined above.

Exemption relied upon from the Registration Requirements of the U.S. Securities Act

The AOC Shares to be issued by AOC pursuant to the Arrangement have not been and will not be registered under

the U.S. Securities Act or the securities laws of any state of the United States, and such issue to Centric Shareholders

who are in the United States or otherwise subject to the securities laws of the United States (―U.S.

Securityholders‖) will be effected in reliance on: (a) the exemption from registration provided for in section

25

3(a)(10) of the U.S. Securities Act, and (b) exemptions from registration under applicable securities laws of each

state of the United States in which U.S. Securityholders reside.

Section 3(a)(10) of the U.S. Securities Act exempts from registration a security which is issued in exchange for

outstanding securities where the terms and conditions of such issue and exchange are approved, after a hearing upon

the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such

exchange have the right to appear, by a court of competent jurisdiction. Accordingly, the Final Order, if granted by

the Court, will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with

respect to the AOC Shares to be issued pursuant to the Arrangement.

Resales of AOC Shares within the United States after the Effective Time

The manner in which a U.S. Securityholder may resell AOC Shares acquired pursuant to the Arrangement will

depend on whether the holder of such AOC Shares: (a) is (or any time within 90 days preceding such resale was) an

―affiliate‖ of the AOC; or (b) has been an ―affiliate‖ of the AOC within 90 days of the Effective Time of the

Arrangement.

As defined under the U.S. Securities Act, an ―affiliate‖ of an issuer is a person that directly or indirectly through one

or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Typically, persons

who are executive officers or directors of an issuer, and any person who beneficially owns or controls 10% or more

of the voting securities of an issuer, are considered to be its ―affiliates‖. The United States federal resale rules

applicable to former Centric Shareholders who acquire AOC Shares pursuant to the Arrangement are summarized

below.

Non-Affiliates Before and After the Effective Time

Centric Shareholders who are not affiliates of AOC at the time (or at any time within 90 days) of a proposed resale

transaction in AOC Shares, and who were not affiliates of AOC within 90 days of the Effective Time of the

Arrangement, may resell such AOC Shares without restriction under the U.S. Securities Act.

Affiliates Before or After the Effective Time

Centric Shareholders who are affiliates of AOC at the time (or at any time within 90 days) of a proposed resale

transaction in AOC Shares, or who were affiliates of AOC within 90 days of the Effective Time of the Arrangement,

will be subject to restrictions on resale of such AOC Shares imposed by the U.S. Securities Act. These affiliates or

former affiliates may not resell their AOC Shares unless such securities are registered under the U.S. Securities Act

or an exemption from registration is available.

Resales of AOC Shares Outside the United States After the Effective Time

Subject to applicable Canadian requirements and the following described U.S.-imposed limitations, Centric

Shareholders may immediately resell any AOC Shares acquired by them pursuant to the Arrangement outside the

United States without registration under the U.S. Securities Act if they comply with Regulation S, discussed below.

For so long as AOC remains a ―foreign issuer‖ as defined in Regulation S, Centric Shareholders who are not

affiliates of AOC, or who are affiliates of AOC solely by virtue of serving as an officer or director of AOC, may,

under Rule 904 of Regulation S, resell their AOC Shares received in the Arrangement in an ―offshore transaction‖

within the meaning of Regulation S (which would, as to AOC Shares received in the Arrangement, include a sale

over the facilities of the Exchange that is not pre-arranged with a United States buyer) if neither the seller or any

person acting on the seller‘s behalf engages in ―directed selling efforts‖ in the United States and, in the case of a

person who is an affiliate of AOC solely by virtue of serving as an officer and/or director of AOC, if no selling

commission, fee or other remuneration is paid in connection with such offer or sale other than a usual and customary

broker‘s commission.

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For purposes of Regulation S, an ―offshore transaction‖ is a transaction that meets the following requirements: (a)

the offer is not made to a person in the United States; (b) either (i) at the time the buy order is originated, the buyer

is outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer is

outside the United States, or (ii) the transaction is executed in, on or through the facilities of a designated offshore

securities market (which would currently include the Exchange), and neither the seller nor any person acting on its

behalf knows that the transaction has been pre-arranged with a buyer in the United States; and (c) offers and sales

are not specifically targeted at identifiable groups of United States citizens abroad.

For purposes of Regulation S, ―directed selling efforts‖ means ―any activity undertaken for the purpose of, or that

could reasonably be expected to have the effect of, conditioning the market in the United States for any of the

securities being offered‖ in the resale transaction.

As a practical matter, the availability of Regulation S for resales of AOC Shares will depend primarily upon whether

AOC maintains a listing for such securities on the Exchange (or some other ―designated offshore securities market,‖

as defined by Regulation S). While the Exchange has given conditional approval for the listing of the AOC Shares

upon completion of the Arrangement, there can be no assurance that such a listing will be obtained or that it will be

maintained.

Certain additional Regulation S restrictions are applicable (i) to a holder of AOC Shares who will be an affiliate of

AOC other than by virtue of his or her status as its officer or director; or (ii) if AOC does not qualify as a ―foreign

issuer‖ as defined in Regulation S at the time of resale. While AOC and Centric currently satisfy the definition of a

―foreign issuer,‖ there can be no absolute assurance that AOC will remain as such into the future.

Additional Securities, Tax and Financial Statements Information for Centric Shareholders in the United

States

THE SECURITIES ISSUABLE BY AOC IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN

APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE; NOR HAS THE UNITED STATES

SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF

ANY STATE PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE

ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY

REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Each of Centric and AOC is a ―foreign private issuer,‖ as defined in and for purposes of the U.S. Securities Act and

the U.S. Exchange Act. Neither company has a class of securities registered under the U.S. Exchange Act and, as a

result, neither files periodic reports or other information with the SEC.

The AOC Shares to be issued to the Centric Shareholders under the Arrangement have not been registered under the

U.S. Securities Act or the securities laws of any state of the United States and are being issued in reliance on the

exemption from registration described under ―Court Approvals‖ above and exemptions provided under applicable

state securities laws. This Circular has been prepared in accordance with the applicable disclosure requirements in

Canada. Residents of the United States should be aware that such requirements are different from the disclosure

requirements in the United States applicable to proxy statements under the U.S. Exchange Act. Likewise,

information concerning the properties and operations of Centric and AOC has been prepared in accordance with

Canadian standards, and may not be comparable to similar information for United States companies.

Financial statements included herein or incorporated by reference have been prepared in accordance with generally

accepted accounting principles and subject to auditing and auditor independence standards in Canada, and thus may

not be comparable to financial statements of United States companies. Centric Shareholders should be aware that the

exchange of the securities described herein may have tax consequences both in the United States and in Canada,

which may not be fully described in this Circular. Please refer to the summary of United States federal income tax

considerations contained in this Circular set forth under ―Certain United States Federal Income Tax Considerations‖.

Centric Shareholders are advised to consult their tax advisors to determine the tax consequences to them of

the Arrangement in their own particular circumstances.

27

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected

adversely by the fact that Centric and AOC are incorporated or organized under the laws of a foreign country, that

some or all of their officers and directors and the experts named herein may be residents of a foreign country, and

that all or a substantial portion of the assets of Centric and AOC and said persons may be located outside the United

States.

Exchange of Securities

Following the Arrangement and as of the Effective Time, the registered holders of former Centric Shares shall be

deemed to be registered holders of AOC Shares, in accordance with the Plan of Arrangement. Until surrendered,

each certificate which immediately prior to the Effective Time represented Centric Shares will be deemed, at any

time after the Effective Time, to represent only the right to receive upon such surrender the certificate representing

the AOC Shares that the holder thereof has the right to receive in respect of such share certificate pursuant to the

Plan of Arrangement.

The holders of certificates deemed to represent Centric Shares are required to surrender such Centric certificates

pursuant to the Letter of Transmittal and upon such surrender, will be entitled to receive certificates representing the

number of AOC Shares to which they are so entitled under the Plan of Arrangement.

The Letter of Transmittal which will be mailed to former registered Centric Shareholders following completion of

the Arrangement contains instructions as to the procedure required for former registered Centric Shareholders to

exchange their certificates representing former Centric Shares for certificates representing AOC Shares.

Centric Shareholders whose former Centric Shares are registered in the name of a broker, dealer, bank, trust

company or other nominee must contact their nominee holder to arrange for completion of the Letter of

Transmittal.

Letter of Transmittal

The Letter of Transmittal will set out the details for the surrender of the certificates representing the former Centric

Shares, and the address of the Depositary. Provided that a Centric Shareholder has delivered and surrendered to the

Depositary all certificates representing such shareholder‘s former Centric Shares, together with a Letter of

Transmittal, duly completed and executed in accordance with the instructions thereon or in an otherwise acceptable

form and such other documents as may be required by the Depositary, the Depositary will forward the certificates

representing the AOC Shares that the Centric Shareholder is entitled to receive, together with the cash component of

the Exchange Ratio, to such address or addresses as the Centric Shareholder may direct in the Letter of Transmittal,

or in the absence of any direction, to the address of the Shareholder as shown on the register of shareholders

maintained for Centric by Computershare Investor Services Inc.

Cancellation after Three Years

Any certificate which immediately prior to the Effective Time represented outstanding Centric Shares that

were exchanged pursuant the Arrangement and not deposited, with all other instruments required by on or

prior to the third anniversary of the Effective Date shall cease to represent a claim or interest of any kind or

nature as a shareholder of AOC. On such date, the AOC Shares to which the former registered holder of the

certificate referred to in the preceding sentence was ultimately entitled, together with the cash component of the

Exchange Ratio, shall be deemed to have been surrendered to AOC together with all entitlements to dividends,

distributions and interest thereon held for such former registered holder. None of AOC, Centric or the Depositary

shall be liable to any person in respect of any AOC Shares, or any of the cash component of the Exchange Ratio, (or

dividends, distributions and interest in respect thereof) that are delivered to a public official pursuant to any

applicable abandoned property, escheat or similar law.

28

Fractional Shares


certificates representing Centric Shares and no dividend, stock split or other change in the capital structure of AOC



a result of the foregoing shall be deemed to have been surrendered by the owners thereof, to AOC for no additional


In any case where the aggregate cash payable to a particular Centric Shareholder under the Arrangement Agreement

would include a fraction of a cent, the cash consideration shall be rounded up to the nearest whole cent.

The foregoing information is a summary only and is subject to and qualified in its entirety by the Plan of

Arrangement. For further details of procedures, see also Article 4 of the Plan of Arrangement, which is

attached as Schedule ―B‖ hereto.

DISSENT RIGHTS

As indicated in the notice of meeting for Centric accompanying this Circular, and as provided in the Plan of

Arrangement and the Interim Order, any Centric Shareholder is entitled to be paid the fair value of such shares by

Centric in accordance with the Dissent Rights in the Plan of Arrangement and the provisions of Sections 237 - 247

of the BCBCA if the Centric Shareholder duly dissents to the Arrangement Resolution and the Arrangement

becomes effective. A Centric Shareholder who dissents to the Arrangement Resolution and is paid the fair value of

such shares will not be entitled to receive any AOC Shares. The fair value of such holder‘s Centric Shares will be

determined as of the close of business on the business day before the adoption of the Arrangement Resolution. The

payment for such fair value of the shares shall be made by AOC.

The statutory provisions dealing with the right of dissent are technical and complex. Any Centric

Shareholders who wish to exercise their Dissent Rights should seek independent legal advice, as failure to

comply strictly with the provisions of Sections 237 - 247 of the BCBCA, the Plan of Arrangement and the

Interim Order may results in the loss of Dissent Rights.

Centric Shareholders registered as such on the Record Date of the Meeting may exercise Dissent Rights pursuant to

and in the manner set forth in Sections 237 - 247 of the BCBCA, the Plan of Arrangement and the Interim Order,

provided that the Dissent Notice duly executed by such Centric Shareholder is received by Centric not less than one

business day in advance of the date of the Meeting. Dissenting Shareholders are ultimately entitled to be paid fair

value for their Dissenting Shares and shall be deemed to have transferred their Dissenting Shares to Centric for

cancellation immediately at the Effective Time and in no case shall Centric or AOC, as the case may be, be required

to recognize such Persons as holding Centric Shares after the Effective Time.

A vote against the Arrangement Resolution, an abstention from voting in respect of the Arrangement Resolution, or

the execution or exercise of a proxy to vote against the Arrangement Resolution does not constitute a Dissent

Notice, but a Centric Shareholder need not vote against the Arrangement Resolution in order to dissent. However, a

Centric Shareholder who consents to or votes in favour of the Arrangement Resolution, other than as a proxy for a

different Centric Shareholder whose proxy required an affirmative vote, or otherwise acts inconsistently with the

dissent, will cease to be entitled to exercise any Dissent Rights.

Centric Shareholders who do not duly exercise their Dissent Rights are not entitled to be paid fair value for their

Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a Centric

Shareholder who is not a Dissenting Shareholder and shall receive AOC Shares on the same basis as every other

Centric Shareholder.

Pursuant to the terms of the Arrangement Agreement, the obligation of AOC to complete the Arrangement is subject

to Centric not having received notices of dissent in respect of more than 10% of the number of Centric Shares,

which are issued as at the Effective Date which requirement may be waived by AOC. Should AOC not complete the

29

Arrangement, whether as a result of the failure of the Centric Shareholders to approve the Arrangement Resolution

or Centric receiving Dissent Notices in excess of 10% of the number of Centric Shares which are issued as at the

Effective Date or for any other reason, Dissenting Shareholders will not be entitled to receive fair value for their

Centric Shares.

Prior to the Arrangement becoming effective, Centric will send a notice of intention to act to each Dissenting

Shareholder stating that the Arrangement Resolution has been passed and informing the Dissenting Shareholder of

its intention to act on such Arrangement Resolution. A notice of intention need not be sent to any Shareholder who

voted in favour of the Arrangement Resolution or who has withdrawn his Dissent Notice. Within one month of the

date of the notice given by Centric of its intention to act, the Dissenting Shareholder is required to send written

notice to Centric that he requires Centric to purchase all of his Centric Shares and at the same time to deliver

certificates representing those Centric Shares. Upon such delivery, a Dissenting Shareholder will be bound to sell

and Centric will be bound to purchase the Centric Shares subject to the demand for a payment equal to their fair

value as of the day before the day on which the Arrangement Resolution was passed by the Centric Shareholders,

excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable).

Every Dissenting Shareholder who has delivered a demand for payment must be paid the same price as the other

Dissenting Shareholders.

A Dissenting Shareholder who has sent a demand for payment, or Centric or AOC, may apply to the Court which

may: (a) require the Dissenting Shareholder to sell and Centric to purchase the Centric Shares in respect of which a

Dissent Notice has been validly given; (b) set the price and terms of the purchase and sale, or order that the price and

terms be established by arbitration, in either case having due regard for the rights of creditors; (c) join in the

application of any other Dissenting Shareholder who has delivered a demand for payment; and (d) make

consequential orders and give such directions as it considers appropriate. No Dissenting Shareholder who has

delivered a demand for payment may vote or exercise or assert any rights of a Shareholder in respect of the Centric

Shares for which a demand for payment has been given, other than the rights to receive payment for those Centric

Shares. Until a Dissenting Shareholder who has delivered a demand for payment is paid in full, that Dissenting

Shareholder may exercise and assert all the rights of a creditor of Centric. No Dissenting Shareholder may withdraw

his demand for payment unless Centric consents.

Once the Arrangement becomes effective, none of the resulting changes to Centric or AOC will affect the rights of

the Dissenting Shareholders or Centric or AOC or the price to be paid for the Dissenting Shareholder‘s Centric

Shares. If the Court determines that a person is not a Dissenting Shareholder or is not otherwise entitled to dissent,

the Court, without prejudice to any acts or proceedings that Centric or AOC or the Centric Shareholders may have

taken during the intervening period, may make the order it considers appropriate to remove the restrictions on the

Dissenting Shareholder from dealing with his Centric Shares.

Strict adherence to the procedures set forth above will be required and a shareholder’s failure to do so may

result in the loss of all Dissent Rights. Accordingly, each Centric Shareholder who might desire to exercise

Dissent Rights should carefully consider and fully comply with the provisions set forth above and below and

consult his or her legal advisor.

Sections 237 - 247 of the BCBCA

The following is a brief summary of the provisions of Sections 237 - 247 of the BCBCA. A Dissenting Shareholder

who duly gives notice of dissent to the Arrangement may require Centric or AOC, if the Arrangement becomes

effective, to purchase all of the Centric Shares held by such Shareholder at the fair value of such Centric Shares as

of the day before the date on which the Arrangement Resolution was passed. A Shareholder may give Dissent

Notice in respect of the Arrangement by registered mail addressed to Centric at the addresses for Dissent Notices

noted below. The Dissent Notice must be received at the registered office of Centric, as specified below, at least

one business day before the Meeting. As a result of giving a Dissent Notice such Shareholder may, on receiving a

notice of intention to act under Sections 237 - 247 of the BCBCA, require Centric or AOC to purchase all the

Centric Shares of such Shareholder in respect of which the Dissent Notice was given. The text of Sections 237 - 247

of the BCBCA is set out in Schedule ―C‖ to this Circular. Reference should also be made to the Plan of

Arrangement attached as Schedule ―B‖ and in particular Article 3 thereof.

30

Address for Dissent Notices

All Dissent Notices of a Shareholder, in accordance with the provisions of the Plan of Arrangement, should be

addressed to the registered office of Centric at 1000 - 595 Howe Street, Vancouver, British Columbia, Canada V6C

2T5, Attention: Paul Visosky.

Strict Compliance with Dissent Provisions Required

The foregoing summary does not purport to be a comprehensive statement of the procedures to be followed

by a Dissenting Shareholder who seeks payment of the fair value of such shareholder's Centric Shares, and is

qualified in its entirety by reference to the Interim Order and Sections 237 - 247 of the BCBCA, the full texts

of which are attached to this Circular respectively as Schedule ―D‖ and Schedule ―C‖ and the Plan of

Arrangement, attached as Schedule ―B‖ to this Circular. The Dissent Rights in the Plan of Arrangement and

the provisions of sections 237 - 247 of the BCBCA require strict adherence to the procedures established

therein and failure to do so may result in the loss of Dissent Rights. Accordingly, each Centric Shareholder

who might desire to exercise Dissent Rights should carefully consider and comply with the provisions of those

sections and should consult a legal advisor.

The Arrangement Agreement provides, as a condition to the obligations to complete the Arrangement that holders of

not more than 10% of the issued and outstanding Centric Shares shall have exercised Dissent Rights in connection

with the Arrangement.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

General

In the opinion of Borden Ladner Gervais LLP, Canadian tax counsel to AOC, the following summary fairly

describes the principal Canadian federal income tax considerations relating to the Arrangement generally applicable

to Centric Shareholders each of whom, at all material times and for purposes of the ITA, (i) holds all Centric Shares

and will hold their AOC Shares as capital property, (ii) deals at arm‘s length with AOC and Centric, (iii) is not

affiliated with AOC or Centric, (iv) is not a ―financial institution‖ for the purposes of the mark-to-market rules

contained in the ITA or a ―specified financial institution‖ as defined in the ITA, (v) is not an entity an interest in

which is a ―tax shelter investment‖ as defined in the ITA, (vi) has not acquired any Centric Shares upon the exercise

of an employee stock option, and (v) is not a taxpayer to whom the ―functional currency‖ rules in the ITA are

applicable (each such Centric Shareholder, an ―Eligible Holder‖)

Centric Shares will generally be considered to be capital property to a Centric Shareholder, unless such securities are

held in the course of carrying on a business or were acquired in a transaction considered to be an adventure in the

nature of trade. Certain Eligible Holders who are resident in Canada and who might not otherwise be considered to

hold their Centric Shares or AOC Shares as capital property may be entitled to have them treated as capital property

by making an irrevocable election provided for in subsection 39(4) of the ITA. The 39(4) election does not apply to

a disposition of AOC Shares which are acquired for Centric Shares if a tax election under Section 85 of the ITA

(described in detail below under "Centric Shareholders Resident in Canada – Exchange of Centric Shares – Tax

Deferred Rollover") is filed in respect of such exchange. Any person contemplating making a subsection 39(4)

election should first consult their tax advisers for advice, as making such an election will affect the income tax

treatment of the person‘s disposition of other Canadian securities.

This summary is based on the current provisions of the ITA, the regulations thereunder (the ―Regulations‖), and

Borden Ladner Gervais LLP‘s understanding of the current administrative practices and policies of the CRA. This

summary also takes into account all specific proposals to amend the ITA and Regulations (the ―Proposed

Amendments‖) announced by the Minister of Finance (Canada) prior to the date hereof, and assumes that all

Proposed Amendments will be enacted in their present form. If the Proposed Amendments are not enacted as

currently proposed, the tax consequences may not be as described below in all cases. Other than the Proposed

Amendments, this summary does not take into account or anticipate any other changes in law or administrative or

assessing practice, whether by legislative, governmental, or judicial action or decision, nor does it take into account

31

provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax

considerations discussed below.

This summary is of a general nature only, and is not exhaustive of all possible Canadian federal income tax

considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice to

any Centric Shareholder. Accordingly, Centric Shareholders should consult their own tax advisors for advice

as to the income tax consequences to them of the Arrangement in their particular circumstances.

Centric Shareholders Resident in Canada

The following portion of this summary is applicable solely to Eligible Holders who, at all material times, are or are

deemed to be resident in Canada for the purposes of the ITA and are not exempt from Part I tax under the ITA (each

a ―Resident Holder‖). A Resident Holder also includes a partnership any member of which is resident in Canada

for the purposes of the ITA and is not exempt from Part I tax under the ITA.

Exchange of Centric Shares – Taxable Disposition

Subject to the availability of the joint election referred to below, a Resident Holder who disposes of Centric Shares

for a combination of cash and AOC Shares pursuant to the Arrangement will be considered to have disposed of

the Centric Shares for proceeds of disposition equal to the aggregate of the cash received and the fair market value,

as at the time of the exchange, of the AOC Shares so acquired by the Resident Holder. The Resident Holder will

realize a capital gain (or capital loss) equal to the amount by which such proceeds of disposition of such Centric

Shares, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Centric

Shareholder of the Centric Shares. See "Taxation of Capital Gains and Capital Losses" below.

The cost to a Resident Holder of AOC Shares acquired on the exchange will be equal to the fair market value thereof

at the time of acquisition and will be averaged with the adjusted cost base of any other AOC Shares held by the

Resident Holder as capital property at that time for the purposes of determining the Resident Holder's adjusted cost

base of such shares.

Exchange of Centric Shares – Tax Deferred Rollover

A Resident Holder who receives AOC Shares and cash may make a joint election with AOC pursuant to section 85 of

the ITA and thereby obtain a full or partial tax-deferred "rollover" for Canadian income tax purposes, depending on

the "Elected Amount" (as defined below) and the adjusted cost base to the Resident Holder of the Centric Shares at

the time of the exchange. Provided that, at the time of the exchange, the adjusted cost base to the Resident Holder

of the Centric Shares disposed of equals or exceeds the amount of cash received on the exchange, the Resident

Holder may select an "Elected Amount" so as to not realize a capital gain for the purposes of the ITA on the

exchange. The "Elected Amount" means the amount selected by the Resident Holder, subject to the limitations

described below, in the election made pursuant to section 85 of the ITA to be treated as the proceeds of disposition of

the Centric Shares.

In general, the Elected Amount must comply with the following rules:

the Elected Amount may not be less than the amount of cash received by the Resident Holder on the

exchange;

the Elected Amount may not be less than the lesser of the adjusted cost base to the Resident Holder of the

Centric Shares exchanged, determined at the time of the exchange, and the fair market value of the Centric

Shares at the time of the exchange; and

the Elected Amount may not exceed the fair market value of the Centric Shares at the time of the exchange.

32

An Elected Amount which does not comply with these limitations will automatically be adjusted under the ITA so

that it is in compliance. Where a Resident Holder and AOC make an election, the tax treatment to the Eligible

Holder generally will be as follows:

the Centric Shares will be deemed to have been disposed of by the Resident Holder for proceeds of

disposition equal to the Elected Amount;

if such proceeds of disposition of the Centric Shares are equal to the aggregate of the adjusted cost base

thereof to the Resident Holder of the Centric Shares, determined immediately before the exchange, and any

reasonable costs of disposition, no capital gain or capital loss will be realized by the Resident Holder;

to the extent that such proceeds of disposition of the Centric Shares exceed (or are less than) the aggregate

of the adjusted cost base thereof to the Resident Holder and any reasonable costs of disposition, the

Resident Holder will in general realize a capital gain (or capital loss) (See ―Taxation of Capital Gains and

Losses‖); and

the aggregate cost to the Resident Holder of the AOC Shares acquired on the exchange will be equal to the

amount, if any, by which the Elected Amount exceeds the amount of cash received by the Resident Holder

and, for the purpose of determining the Resident Holder's adjusted cost base of those shares, such cost will

be averaged with the Resident Holder's adjusted cost base of any other AOC Shares held at the Effective

Time by the Resident Holder as capital property.

AOC has engaged PricewaterhouseCoopers LLP (Canada) to provide a Resident Holder access to tax election forms

and process the election forms on behalf of AOC. A dedicated tax election website will be established that will

include the procedural information and the forms necessary to allow a Resident Holder to prepare a tax election

online. In addition, a dedicated tax election telephone Hotline will be established to personally assist a Resident

Holder with any technical or procedural questions or for a Resident Holder without internet access to request

hardcopy mailings of the procedural information and the forms if a manual tax election is being prepared. Both the

dedicated tax election website address and the tax election telephone Hotline number will be available on the AOC

website (www.africaoilcorp.com) immediately following Shareholder approval of the Arrangement at the Special

Meeting. A Resident Holder who wishes to make a Section 85 election must prepare a tax election online or prepare

and submit a manual election form to PricewaterhouseCoopers LLP (Canada) who will then collate and forward for

signing to AOC on behalf of the Resident Holders wishing to elect. Once this is completed, the election will be

forwarded to the Resident Holder for filing with CRA.

The relevant federal tax election form is CRA Form T2057 (or, if the Resident Holder is a partnership, CRA form

T2058). For Resident Holders required to file in Quebec, Quebec Form TP-5 18-V (or, if the Resident Holder is a

partnership, Quebec form TP-529-V) will also be required. Certain other provincial jurisdictions may require that a

separate election be filed for provincial income tax purposes. Resident Holders should consult their own tax

advisers to determine whether they must file separate election forms with any provincial tax jurisdiction. It is the

responsibility of each Resident Holder to obtain any other necessary provincial election forms.

Where Centric Shares are held in joint ownership and two or more of the co-owners wish to elect, one of the co-

owners designated for such purpose must file one copy of Form T2057 (and where applicable, the corresponding

provincial forms) on behalf of each co-owner with a list of all co-owners electing under section 85, their addresses

and social insurance or business numbers. Where Centric Shares are held as partnership property, a partner

designated by the partnership must file one copy of Form T2058 (and, where applicable, the corresponding

provincial forms) on behalf of all members of the partnership. Form T2058 must be accompanied by a list

containing the name, address, social insurance number or business number of each partner and written

authorization signed by each partner authorizing the designated partner to complete and file the form. Resident

Holders should consult their own tax advisers to determine which filing requirements, if any, there are under

applicable provincial legislation.

33

In order to make an effective election, a Resident Holder must ensure that the one signed copy of the necessary

election from is submitted to the CRA in accordance with the procedures set out on the dedicated tax election

website.

AOC will make an election under section 85 of the ITA (and the corresponding provisions of any applicable

provincial tax legislation if identified by the Resident Holder) only with a Resident Holder, and at the amount

selected by the Resident Holder subject to the limitations set out in the ITA (and any applicable provincial tax

legislation). AOC will not be responsible for the proper completion or filing of any election and the Resident

Holder will be solely responsible for the payment of any late filing penalty. AOC agrees only to execute any

properly completed election received on or before 90 days after the Effective Date and to forward such election by

mail (within 90 days after the receipt thereof) to the Resident Holder at the address indicated on the election form.

With the exception of execution of a duly completed election received on or before 90 days after the Effective

Date by AOC, compliance with the requirements for a valid election will be the sole responsibility of the

Resident Holder. . Accordingly, neither AOC nor the Depositary will be responsible or liable for taxes, interest,

penalties, damages or expenses resulting from the failure by anyone to deliver any election in accordance with the

procedures set out on the dedicated tax election website, to properly complete any election or to properly file it

within the time prescribed and in the form prescribed under the ITA (or the corresponding provisions of any

applicable provincial tax legislation).

In order for the CRA (and where applicable the Ministere du Revenu du Quebec) to accept a tax election without a

late filing penalty being paid by a Resident Holder, the election must be received by such revenue authorities on or

before the day that is the earliest of the days on or before which either AOC or the Resident Holder is required to

file an income tax return for the taxation year in which the exchange occurs. AOC's current taxation year is scheduled

to end on December 31, 2011, but could end earlier as a result of a future event such as an amalgamation.

Resident Holders are urged to consult their own advisers as soon as possible respecting the deadlines

applicable to their own particular circumstances. However, regardless of such deadline, the tax election

forms must be received in accordance with the procedures set out on the dedicated tax election website no

later than 90 days after the Effective Date. Because AOC has agreed to execute and return the election to the

Resident Holder within 90 days of its receipt in accordance with the procedures set out on the dedicated tax election

website, to avoid late filing penalties certain Resident Holders may be required to forward their tax election forms to

AOC before that date. While AOC may choose, in its sole discretion, to sign a section 85 election received by it

more than 90 days after the Effective Date, it has no obligation to do so.

A Resident Holder who does not ensure that a duly completed election has been received in accordance with

the procedures set out on the dedicated tax election website on or before 90 days after the Effective Date will not be

able to benefit from the rollover provisions of the ITA (or the corresponding provisions of any applicable provincial tax

legislation). Accordingly, all Resident Holders who wish to enter into an election with AOC should give their

immediate attention to this matter. Resident Holders wishing to make the election should consult their own tax

advisers. A Resident Holder who does not make a valid election under section 85 of the ITA may realize a capital gain.

The comments herein with respect to such elections are provided for general assistance only. The law in this area is

complex and contains numerous technical requirements and holders should seek professional legal and tax advice.

Dissenting Shareholders

A Resident Holder who validly exercises Dissent Rights and receives a cash payment from AOC in consideration for

the Resident Holders Centric Shares will be considered to have disposed of the Resident Holder‘s Centric Shares for

proceeds of disposition equal to the cash payment (excluding interest). To the extent that such proceeds of

disposition exceed (or are exceeded by) the adjusted cost base of the dissenting Resident Holder‘s Centric Shares,

the dissenting Resident Holder will realize a capital gain (or a capital loss) equal to the amount of the difference.

See ―Taxation of Capital Gains and Losses‖ below for a general description of the treatment of capital gains and

losses under the ITA.

Interest paid or payable to a dissenting Resident Holder will be included in the dissenting Resident Holder‘s income.

A Resident Holder that is throughout the relevant taxation year a ―Canadian controlled private corporation‖ (as

34

defined in the ITA) may be liable to pay an additional refundable tax of 6 ⅔% on its ―aggregate investment income‖

for the year, which will include such interest.

Taxation of AOC Dividends

A Resident Holder who is an individual (other than certain trusts) will be required to include in income all dividends

that he or she receives or is deemed to receive on AOC Shares, subject to the gross-up and dividend tax credit rules

applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and

dividend tax credit rules applicable to any dividend designated by AOC as an ―eligible dividend‖ in accordance with

the ITA.

A Resident Holder that is a corporation, will be required to include in income all dividends that it receives or is

deemed to receive on its AOC Shares and will generally be entitled to deduct a corresponding amount in computing

its taxable income. A ―private corporation‖ or a ―subject corporation‖ may be liable under Part IV of the ITA to pay

a refundable tax of 33⅓% on dividends received or deemed to be received on AOC Shares to the extent that such

dividends are deductible in computing the corporation‘s taxable income.

Disposition of AOC Shares

A Resident Holder who disposes or is deemed to dispose of AOC Shares will generally realize a capital gain (or

capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition,

exceed (or are less than) the adjusted cost base to the Resident Holder of those shares immediately before the

disposition. The amount of any capital loss otherwise so realized by a Resident Holder that is a corporation, trust or

partnership, may be reduced by the amount of dividends previously received or deemed to have been received on

such shares to the extent and under the circumstances prescribed in the ITA.

See ―Taxation of Capital Gains and Losses‖ below for a general description of the tax treatment of capital gains and

losses under the ITA.

Taxation of Capital Gains and Losses

One-half of any capital gain (a ―taxable capital gain‖) realized by a Resident Holder in a taxation year will be

included in the Resident Holder‘s income for the year. One-half of any capital loss (an ―allowable capital loss‖)

realized by the Resident Holder in a year may be deducted against taxable capital gains realized in the year. Any

excess of allowable capital losses over taxable capital gains in a taxation year may be carried back up to three

taxation years or forward indefinitely and deducted against net taxable capital gains in those other years, to the

extent and in the circumstances specified in the ITA.

A Resident Holder that is throughout the relevant taxation year a ―Canadian controlled private corporation‖ (as

defined in the ITA) may be liable to pay an additional refundable tax of 6-⅔% on its ―aggregate investment income‖

for the year, which will include taxable capital gains.

Alternative Minimum Tax on Individuals

The ITA provides for an alternative minimum tax applicable to individuals (including certain trusts and estates)

resident in Canada, which is computed by reference to an adjusted taxable income amount. Eighty percent of capital

gains (net of capital losses) and the actual amount of taxable dividends (not including any gross-up) are included in

adjusted taxable income. Any additional tax payable by an individual under the minimum tax provisions may be

carried forward and applied against certain tax otherwise payable in any of the seven immediately following taxation

years; however this carryforward amount will only be creditable in a particular year to the extent that the

individual‘s tax payable for the year, calculated without reference to the minimum tax provisions, exceeds the tax

payable under the minimum tax provisions for the year.

35

Centric Shareholders Not Resident in Canada

The following portion of this summary is applicable solely to Eligible Holders who have not been, are not, and will

not be resident or deemed to be resident in Canada for purposes of the ITA, and who are not insurers carrying on

business in Canada and elsewhere (a ―Non-Resident Holder‖). A Non-Resident Holder also includes a partnership

none of the members of which are resident or deemed to be resident in Canada for the purposes of the ITA.

Exchange of Centric Shares and Subsequent Disposition of AOC Shares

A Non-Resident Holder generally will not be subject to Canadian federal income tax on the disposition of Centric

Shares pursuant to the Arrangement or on a subsequent disposition of AOC Shares provided that, for the purposes of

the ITA, the Centric Shares or AOC Shares, as the case may be, are not "taxable Canadian property", or are ―treaty-

protected property‖, of the Non-Resident Holder.

Generally, a share of a corporation listed on a designated stock exchange (which includes the TSX.V) owned by a

Non-Resident Holder will not be taxable Canadian property of that Non-Resident Holder unless at any time during

the 60 month period immediately preceding the disposition of such shares (i) the Non-Resident Holder, persons with

whom the Non-Resident Holder does not deal at arm's length, or the Non-Resident Holder together with all such

persons owned 25% or more of the issued shares of any class or series of the capital stock of the corporation, and (ii)

more than 50% of the fair market value of the shares was derived directly or indirectly from one or any combination

of real or immovable property situated in Canada, ―Canadian resource properties‖, ―timber resource properties‖

(each as defined in the ITA) or options in respect of, or interests in, or civil law rights in, any such properties.

Notwithstanding the forgoing, in certain circumstances set out in the ITA, a share of Centric or AOC could be

deemed to be taxable Canadian property of a Non-Resident Holder.

Generally, a Non-Resident Holder‘s Centric Shares or AOC Shares will be ―treaty-protected property‖ at any

particular time at which the terms of an applicable income tax treaty exempt the Non-Resident Holder from

Canadian federal income tax on any gain from disposition of the shares. Many of the income tax treaties to which

Canada is a signatory, including the Canada-U.S. Income Tax Convention (1980) (the "US Treaty"), provide an

exemption from Canadian federal income tax on a capital gain realized on the disposition of shares of a Canadian

corporation where the value of such shares is not derived principally from immovable property situated in Canada.

Non-Resident Holders should consult their own tax advisers in this regard.

The Canadian federal income tax consequences to a Non-Resident Holder whose Centric Shares or AOC Shares are

taxable Canadian property and are not treaty-exempt property will be as described above under "Centric

Shareholders Resident in Canada - Exchange of Centric Shares - Taxable Disposition" or in the case of Centric

Shares disposed of under the Arrangement, "Centric Shareholders Resident in Canada - Exchange of Centric Shares

- Tax Deferred Rollover". Such Non-Resident Holders may avoid recognizing any gain or loss on the disposition of

a Centric Share under the Arrangement by making a section 85 election in the manner described above under

"Shareholders Resident in Canada - Exchange of Centric Shares - Tax Deferred Rollover". The AOC Shares

received pursuant to the Arrangement by a Non-Resident Holder who makes such a section 85 election will be

deemed to be taxable Canadian property to the Non-Resident Holder.

Dissenting Non-Resident Centric Shareholders

The discussion above applicable to Resident Holders under the heading ―Dissenting Shareholders‖ also applies to a

dissenting Non-Resident Holder. The Canadian federal income tax treatment of any capital gain or capital loss

realized by a Non-Resident Holder as a consequence of the valid exercise of Dissent Rights generally are as

described above under the heading ―Exchange of Centric Shares and Subsequent Disposition of AOC Shares‖.

The amount of any interest awarded by a court to a Non-Resident Holder who validly exercises Dissent Rights will

not be subject to Canadian withholding tax.

With the exception of execution of the election form by AOC, compliance with the requirements for a valid

Section 85 Election will be the sole responsibility of the Eligible Holder making the election. Accordingly,

36

AOC will not be responsible or liable for taxes, interest, penalties, damages or expenses resulting from the

failure by anyone to provide information necessary for the election in accordance with the procedures set out

in on dedicated tax election website, to properly complete any election or to properly file it within the time

prescribed and in the form prescribed under the ITA (or the corresponding provisions of any applicable

provincial tax legislation). Eligible Holders wishing to make the Section 85 Election are advised to consult

their own tax advisor.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Dorsey & Whitney LLP, U.S. federal income tax counsel to AOC, the following general summary

fairly describes certain U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) with

respect to the Arrangement and the acquisition, ownership, and disposition of AOC Shares received pursuant to the

Arrangement. This summary is for general information purposes only and does not purport to be a complete

analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result

of the Arrangement or as a result of the acquisition, ownership, and disposition of AOC Shares received pursuant to

the Arrangement. In addition, this summary does not take into account the individual facts and circumstances of any

particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including

specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not

intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S.

Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state

and local, and foreign tax consequences to U.S. Holders of the Arrangement or the acquisition, ownership, and

disposition of AOC Shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S.

federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences of the

Arrangement or the acquisition, ownership, and disposition of AOC Shares.

No ruling from the Internal Revenue Service (the ―IRS‖) has been requested, or will be obtained, regarding the U.S.

federal income tax consequences of the Arrangement and the acquisition, ownership, and disposition of AOC Shares

received pursuant to the Arrangement. This summary is not binding on the IRS, and the IRS is not precluded from

taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the

authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could

disagree with one or more of the positions taken in this summary.

The opinion of United States federal income tax counsel and this summary are based in part on facts described in

this Circular and on various other assumptions, opinions, representations and determinations made by AOC and

Centric. Any alteration or incorrectness of such facts, assumptions, opinions, representations or determinations

could adversely affect such opinion and the discussion in this summary.

NOTICE PURSUANT TO IRS CIRCULAR 230: NOTHING CONTAINED IN THIS SUMMARY

CONCERNING ANY U.S. FEDERAL TAX ISSUE IS INTENDED OR WRITTEN TO BE USED, AND IT

CANNOT BE USED, BY A U.S. HOLDER, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX

PENALTIES UNDER THE CODE (AS DEFINED BELOW). THIS SUMMARY WAS WRITTEN TO SUPPORT

THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THIS

INFORMATION CIRCULAR. EACH U.S. HOLDER SHOULD SEEK U.S. FEDERAL TAX ADVICE, BASED

ON SUCH U.S. HOLDER‘S PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX ADVISOR.

Scope of This Disclosure

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the ―Code‖), U.S. Treasury Regulations

(whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS,

the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital,

signed September 26, 1980, as amended (the ―Canada-U.S. Tax Convention‖), and U.S. court decisions that are

applicable and, in each case, as in effect and available, as of the date of this Circular. Any of the authorities on

which this summary is based could be changed in a material and adverse manner at any time, and any such change

37

could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations

described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of

any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Centric Shares (or, after the

Arrangement, AOC Shares) participating in the Arrangement or exercising Dissent Rights pursuant to the

Arrangement that is for U.S. federal income tax purposes:

an individual who is a citizen or resident of the U.S.;

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized

under the laws of the U.S., any state thereof or the District of Columbia;

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

a trust that (a) is subject to the primary supervision of a court within the U.S. and the control of one or more

U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable U.S. Treasury

Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a ―non-U.S. Holder‖ is a beneficial owner of Centric Shares participating in the

Arrangement or exercising Dissent Rights that is not a U.S. Holder. This summary does not address the U.S. federal

income tax consequences applicable to non-U.S. Holders arising from the Arrangement or the acquisition,

ownership, and disposition of AOC Shares received pursuant to the Arrangement. Accordingly, a non-U.S. Holder

should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate

and gift, U.S. state and local tax, and foreign tax consequences (including the potential application of and operation

of any income tax treaties) relating to the Arrangement and the acquisition, ownership, and disposition of AOC

Shares received pursuant to the Arrangement.

Transactions Not Addressed

This summary does not address the U.S. federal income tax consequences of transactions effected prior or

subsequent to, or concurrently with, the Arrangement (whether or not any such transactions are undertaken in

connection with the Arrangement), including, without limitation, the following:

any conversion into Centric Shares or AOC Shares of any notes, debentures or other debt instruments;

any vesting, conversion, assumption, disposition, exercise, exchange, or other transaction involving any

rights to acquire Centric Shares or AOC Shares, including the Centric Options or the AOC Options; and

any transaction, other than the Arrangement, in which Centric Shares or AOC Shares are acquired.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations of the Arrangement to U.S. Holders that

are subject to special provisions under the Code, including the following: (a) U.S. Holders that are tax-exempt

organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S.

Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated

investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that

elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a ―functional currency‖ other than

the U.S. dollar; (e) U.S. Holders that own Centric Shares (or after the Arrangement, AOC Shares) as part of a

38

straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than

one position; (f) U.S. Holders that acquired Centric Shares (or after the Arrangement, AOC Shares) in connection

with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold

Centric Shares (or after the Arrangement, AOC Shares) other than as a capital asset within the meaning of Section

1221 of the Code (generally, property held for investment purposes); and (h) U.S. Holders that own, directly,

indirectly, or by attribution, 5% or more, by voting power or value, of the outstanding Centric Shares (or after the

Arrangement, AOC Shares). This summary also does not address the U.S. federal income tax considerations

applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that

have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons

that use or hold, will use or hold, or that are or will be deemed to use or hold Centric Shares (or after the

Arrangement, AOC Shares) in connection with carrying on a business in Canada; (d) persons whose Centric Shares

(or after the Arrangement, AOC Shares) constitute ―taxable Canadian property‖ under the Tax Act; or (e) persons

that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders

that are subject to special provisions under the Code, including U.S. Holders described immediately above, should

consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and

gift, U.S. state and local tax, and foreign tax consequences relating to the Arrangement and the acquisition,

ownership, and disposition of AOC Shares received pursuant to the Arrangement.

If an entity that is classified as a partnership (or ―pass-through‖ entity) for U.S. federal income tax purposes holds

Centric Shares (or after the Arrangement, AOC Shares), the U.S. federal income tax consequences to such

partnership and the partners of such partnership of participating in the Arrangement and the acquisition, ownership,

and disposition of AOC Shares received pursuant to the Arrangement generally will depend in part on the activities

of the partnership and the status of such partners. Partners of entities that are classified as partnerships for U.S.

federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax

consequences of the Arrangement and the acquisition, ownership, and disposition of AOC Shares received pursuant

to the Arrangement.

Certain U.S. Federal Income Tax Consequences of the Arrangement

Characterization of the Arrangement

Pursuant to the Plan of Arrangement: (a) the U.S. Holders will exchange Centric Shares and receive AOC Shares

(for the purposes of this section of the Circular, the ―Share Exchange‖) and cash; (b) AOC will then contribute the

Centric Shares to Subco (the ―Contribution‖), and (c) Subco and Centric will then amalgamate (for the purposes of

this section of the Circular, the ―Amalgamation‖, and, together with the Share Exchange and the Contribution, the

―Arrangement Transactions‖). This summary assumes that the Arrangement Transactions will be treated for U.S.

federal income tax purposes as a single, integrated transaction characterized as the merger of Subco and Centric with

Amalco. Although there are no authorities addressing facts identical to the Arrangement and therefore the matter is

not free from doubt, Centric and AOC intend for the Arrangement Transactions to be treated as a single integrated

transaction for U.S. federal income tax purposes.

The Arrangement Transactions have been structured with the intent that the Arrangement will qualify as a tax-

deferred "reorganization" within the meaning of Section 368(a) of the Code (a ―Reorganization‖). Because the

determination of whether the Arrangement will qualify as a Reorganization depends on the resolution of complex

issues and facts, some of which will not be known until the closing of the Arrangement Transactions, there can be

no assurance that the Arrangement will qualify as a Reorganization. In addition, since the Arrangement

Transactions will be effected pursuant to applicable provisions of Canadian corporate law that are not identical to

analogous provisions of U.S. corporate law, there can be no assurance that the IRS or a U.S. court would not take

the view that the Arrangement does not qualify as a Reorganization. Neither Centric nor AOC has sought or

obtained either a ruling from the IRS regarding any of the tax consequences of the Arrangement. Accordingly, there

can be no assurance that the IRS will not challenge the treatment of the Arrangement as a Reorganization or that the

U.S. courts will uphold the status of the Arrangement as a Reorganization in the event of an IRS challenge. The tax

consequences of the Arrangement qualifying as a Reorganization or as a taxable transaction are discussed below.

U.S. Holders should consult their own U.S. tax advisors regarding the proper tax reporting of the Arrangement.

39

Tax Consequences if Centric is Classified as a PFIC

A U.S. Holder of Centric Shares would be subject to special, adverse tax rules in respect of the Arrangement if

Centric was classified as a ―passive foreign investment company‖ under the meaning of Section 1297 of the Code (a

―PFIC‖) for any tax year during which such U.S. Holder holds or held Centric Shares.

A non-U.S. corporation is classified as a PFIC for each tax year in which (i) 75% or more of its income is passive

income (as defined for U.S. federal income tax purposes) or (ii) on average for such tax year, 50% or more of its

assets (based on the quarterly average of the fair-market of such assets) either produce or are held for the production

of passive income. For purposes of the PFIC provisions, ―gross income‖ generally means sales revenues less cost of

goods sold, and ―passive income‖ generally includes dividends, interest, royalties, rents, and gains from

commodities or securities transactions, including certain transactions involving oil and gas. In determining whether

or not it is classified as a PFIC, a non-U.S. corporation is required to take into account its pro rata portion of the

income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest.

Centric believes that it was a PFIC during one or more prior tax years, and based on current business plans and

financial projections, Centric believes it may be a PFIC during its current tax year. PFIC classification is factual in

nature, and generally cannot be determined until the close of the tax year in question. Additionally, the analysis

depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing

interpretations. Consequently, there can be no assurances regarding the PFIC status of Centric during the current tax

year which includes the Effective Date or any prior tax year.

Under proposed U.S. Treasury Regulations, absent application of the ―PFIC-for-PFIC Exception‖ discussed below,

if Centric is classified as a PFIC for any tax year during which a U.S. Holder holds Centric Shares, special rules may

increase such U.S. Holder‘s U.S. federal income tax liability with respect to the Arrangement. Under the default

PFIC rules:

the Arrangement may be treated as a taxable exchange even if such transaction qualifies as a

Reorganization as discussed below;

any gain on the sale, exchange or other disposition of Centric Shares and any ―excess distribution‖ (defined

as an annual distribution that is more than 25% in excess of the average annual distribution over the past

three years) will be allocated rateably over such U.S. Holder‘s holding period;

the amount allocated to the current tax year and any year prior to the first year in which Centric was

classified as a PFIC will be taxed as ordinary income in the current year;

the amount allocated to each of the other tax years will be subject to tax at the highest rate of tax in effect

for the applicable class of taxpayer for that year; and

an interest charge for a deemed deferral benefit will be imposed with respect to the resulting tax attributable

to each of the other tax years, which interest charge is not deductible by non-corporate U.S. Holders.

A U.S. Holder that has made a ―mark-to-market‖ election under Section 1296 of the Code or a timely and effective

election to treat Centric as a ―qualified electing fund‖ under Section 1295 of the Code (a ―QEF Election‖) may

generally mitigate or avoid the PFIC consequences described above with respect to the Arrangement.

U.S. Holders should be aware that there can be no assurances that Centric will satisfy the record keeping

requirements that apply to a QEF, or that Centric will supply U.S. Holders with information that such U.S. Holders

require to report under the QEF rules, in the event that Centric is a PFIC during its tax year ended December 31,

2010, or for its current tax year. Thus, U.S. Holders may not be able to make a QEF Election with respect to their

Centric Shares. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for

making, a QEF Election.

40

Notwithstanding the foregoing, if (i) the Arrangement qualifies as a Reorganization, (ii) Centric was classified as a

PFIC for any tax year during which a U.S. Holder holds or held Centric Shares, and (iii) AOC also qualifies as a

PFIC for the tax year that includes the day after the Effective Date of the Arrangement, then proposed U.S. Treasury

Regulations generally provide for Reorganization treatment to apply to such U.S. Holder‘s exchange of Centric

Shares for AOC Shares pursuant to the Arrangement (for a discussion of the general nonrecognition treatment of a

Reorganization, see discussion below under the heading ―Tax Consequences if the Arrangement Qualifies as a

Reorganization‖). For purposes of this summary, this exception will be referred to as the ―PFIC-for-PFIC

Exception.‖ However, notwithstanding any qualification of the Arrangement under the PFIC-for-PFIC Exception,

the receipt of cash pursuant to the Arrangement will be subject to the default PFIC rules described above. In

addition, in order to qualify for the PFIC-for-PFIC Exception, proposed U.S. Treasury Regulations require a U.S.

Holder to report certain information to the IRS on Form 8621 together with such U.S. Holder‘s U.S. federal income

tax return for the tax year in which the Arrangement occurs.

AOC believes that it qualified as a PFIC for its tax year ended December 31, 2010. No determination has been

made as to whether AOC will be classified as a PFIC for its current tax year. PFIC classification is factual in nature,

and generally cannot be determined until the close of the tax year in question. Additionally, the analysis depends, in

part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.

Consequently, there can be no assurances regarding the PFIC status of AOC for any tax year. Accordingly, if the

proposed U.S. Treasury Regulations were finalized and made applicable to the Arrangement (even if this occurs

after the Effective Date of the Arrangement), it is unclear if the PFIC-for-PFIC Exception would apply to U.S.

Holders with respect to the Arrangement.

Each U.S. Holder should consult its own tax advisor regarding the potential application of the PFIC rules to the

exchange of Centric Shares for AOC Shares and cash pursuant to the Arrangement, and the information reporting

responsibilities under the proposed U.S. Treasury Regulations in connection with the Arrangement.

In addition, the proposed U.S. Treasury Regulations discussed above were proposed in 1992 and have not been

adopted in final form. The proposed U.S. Treasury Regulations state that they are to be effective for transactions

occurring on or after April 11, 1992. However, because the proposed U.S. Treasury Regulations have not yet been

adopted in final form, they remain in proposed form and there is no assurance they will be finally adopted in the

form and with the effective date proposed. Further, it is uncertain whether the IRS would consider the proposed

U.S. Treasury Regulations to be effective for purposes of determining the U.S. federal income tax treatment of the

Arrangement. In the absence of the proposed U.S. Treasury Regulations being finalized in their current form, the

U.S. federal income tax consequences to a U.S. Holder set forth below in the discussion ―Tax Consequences if the

Arrangement Qualifies as a Reorganization‖ or ―Treatment of the Arrangement as a Taxable Transaction‖ may be

applicable. If gain is not recognized under the proposed U.S. Treasury Regulations, a U.S. Holder‘s holding period

for the AOC Shares for purposes of applying the PFIC rules presumably would include the period during which the

U.S. Holder held its Centric Shares. Consequently, a subsequent disposition of the AOC Shares presumably would

be taxable under the default PFIC rules described above. U.S. Holders should consult their own tax advisors

regarding whether the proposed U.S. Treasury Regulations under Section 1291 would apply if the Arrangement

qualifies as a Reorganization.

Tax Consequences if the Arrangement Qualifies as a Reorganization

If the Arrangement qualifies as a Reorganization, and the default PFIC rules discussed above do not apply, then the

following U.S. federal income tax consequences will result for U.S. Holders:

(a) a U.S. Holder of Centric Shares who exchanges Centric Shares for AOC Shares and Canadian currency will

recognize gain (but not loss) to the extent of the lesser of (1) the excess of the fair market value of the AOC

Shares and the U.S. dollar value of the Canadian currency on the date of receipt over the adjusted tax basis

of the Centric Shares surrendered, and (2) the U.S. dollar value of the Canadian currency on the date of

receipt;

(b) the aggregate tax basis of a U.S. Holder in the AOC Shares acquired in exchange for Centric Shares and

cash pursuant to the Arrangement will be equal to such U.S. Holder‘s aggregate tax basis in the Centric

41

Shares surrendered in exchange therefor, increased by the amount of gain recognized and decreased by the

U.S. dollar value of the Canadian currency on the date of receipt; and;

(c) the holding period of a U.S. Holder for the AOC Shares acquired in exchange for Centric Shares pursuant

to the Arrangement will include such U.S. Holder‘s holding period for Centric Shares; and

(d) U.S. Holders who exchange Centric Shares for AOC Shares pursuant to the Arrangement generally will be

required to report certain information to the IRS on their U.S. federal income tax returns for the tax year in

which the Arrangement occurs, and to retain certain records related to the Arrangement.

The IRS could challenge a U.S. Holder‘s treatment of the Arrangement as a Reorganization. If this treatment were

successfully challenged, then the Arrangement would be treated as a taxable transaction, with the consequences

discussed immediately below (including the recognition of any realized gain).

Treatment of the Arrangement as a Taxable Transaction

If the Arrangement does not qualify as a Reorganization for U.S. federal income tax purposes, subject to the PFIC

rules discussed above, then the following U.S. federal income tax consequences will result for U.S. Holders:

(a) a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between (i) the fair

market value (expressed in U.S. dollars) of the AOC Shares and cash received in exchange for Centric

Shares pursuant to the Arrangement and (ii) the adjusted tax basis (expressed in U.S. dollars) of such U.S.

Holder in Centric Shares exchanged;

(b) the tax basis of a U.S. Holder in the AOC Shares received in exchange for Centric Shares pursuant to the

Arrangement would be equal to the fair market value of such AOC Shares on the date of receipt; and

(c) the holding period of a U.S. Holder for the AOC Shares received in exchange for Centric Shares pursuant

to the Arrangement will begin on the day after the date of receipt.

If Centric is not classified as a PFIC for any tax year in which a U.S. Holder held Centric Shares, any gain or loss

described in clause (a) immediately above generally would be capital gain or loss, which will be long-term capital

gain or loss if such Centric Shares are held for more than one year. Preferential tax rates apply to long-term capital

gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-

term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to complex

limitations under the Code.

U.S. Holders Exercising Dissent Rights

A U.S. Holder that exercises Dissent Rights in the Arrangement and is paid cash in exchange for all of such U.S.

Holder‘s Centric Shares generally will recognize gain or loss in an amount equal to the difference, if any, between

(a) the amount of cash received by such U.S. Holder in exchange for Centric Shares (other than amounts, if any, that

are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary

income) and (b) the tax basis of such U.S. Holder in such Centric Shares surrendered. Subject to the PFIC rules

discussed in this summary, such gain or loss generally will be capital gain or loss, which will be long-term capital

gain or loss if such Centric Shares have been held for more than one year. Preferential tax rates apply to long-term

capital gains of a U.S. Holder that is an individual, estate, or trust. Deductions for capital losses are subject to

complex limitations under the Code.

Passive Foreign Investment Company Rules Related to the Acquisition, Ownership and Disposition of AOC

Shares

If AOC were to constitute a PFIC (as defined above) for any year during a U.S. Holder‘s holding period of AOC

Shares, then certain different and potentially adverse rules will effect the U.S. federal income tax consequences to a

U.S. Holder resulting from the acquisition, ownership and disposition of AOC Shares. In addition, in any year in

42

which AOC is classified as a PFIC, such holder would be required to file an annual report with the IRS containing

such information as Treasury Regulations and/or other IRS guidelines may require.

AOC believes that it qualified as a PFIC for its tax year ended December 31, 2010. No determination has been

made as to whether AOC will be classified as a PFIC for its current tax year. PFIC classification is factual in nature,

and generally cannot be determined until the close of the tax year in question. Additionally, the analysis depends, in

part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.

Consequently, there can be no assurances regarding the PFIC status of AOC for any tax year.

In addition, under certain attribution rules, if AOC is a PFIC, U.S. Holders will be deemed to own their

proportionate share of the stock of any subsidiary of AOC which is also a PFIC (a ‗‗Subsidiary PFIC‘‘), and will be

subject to U.S. federal income tax on their proportionate share of (a) a distribution on the stock of a Subsidiary PFIC

and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC, both as if such U.S. Holders directly

held the shares of such Subsidiary PFIC. Each U.S. Holder should consult its own tax advisor regarding the PFIC

status of AOC and each Subsidiary PFIC.

Default PFIC Rules Under Section 1291 of the Code

If AOC is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and

disposition of AOC Shares will depend on whether such U.S. Holder makes an election to treat AOC and each

Subsidiary PFIC, if any, as a ―qualified electing fund‖ or ―QEF‖ under Section 1295 of the Code (a ―QEF Election‖)

or a mark-to-market election under Section 1296 of the Code (a ―Mark-to-Market Election‖). A U.S. Holder that

does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a ―Non-

Electing U.S. Holder.‖

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain

recognized on the sale or other taxable disposition of AOC Shares and (b) any excess distribution received on the

AOC Shares. A distribution generally will be an ―excess distribution‖ to the extent that such distribution (together

with all other distributions received in the current tax year) exceeds 125% of the average distributions received

during the three preceding tax years (or during a U.S. Holder‘s holding period for the AOC Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of AOC Shares, and

any ―excess distribution‖ received on AOC Shares, must be ratably allocated to each day in a Non-Electing U.S.

Holder‘s holding period for the respective AOC Shares. The amount of any such gain or excess distribution

allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became

a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to

U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest

charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in

each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as ―personal

interest,‖ which is not deductible.

If AOC is a PFIC for any tax year during which a Non-Electing U.S. Holder holds AOC Shares, AOC will continue

to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether AOC ceases to be a

PFIC in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by

electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if

such AOC Shares were sold on the last day of the last tax year for which AOC was a PFIC.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its

AOC Shares begins, generally, will not be subject to the rules of Section 1291 of the Code discussed above with

respect to its AOC Shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S.

federal income tax on such U.S. Holder‘s pro rata share of (a) the net capital gain of AOC, which will be taxed as

long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of AOC, which will be taxed as ordinary

income to such U.S. Holder. Generally, ―net capital gain‖ is the excess of (a) net long-term capital gain over (b) net

43

short-term capital loss, and ―ordinary earnings‖ are the excess of (a) ―earnings and profits‖ over (b) net capital gain.

A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax

year in which AOC is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by

AOC. However, for any tax year in which AOC is a PFIC and has no net income or gain, U.S. Holders that have

made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that

made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer

payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is

not a corporation, any such interest paid will be treated as ―personal interest,‖ which is not deductible.

A U.S. Holder that makes a QEF Election generally (a) may receive a tax-free distribution from AOC to the extent

that such distribution represents ―earnings and profits‖ of AOC that were previously included in income by the U.S.

Holder because of such QEF Election and (b) will adjust such U.S. Holder‘s tax basis in the AOC Shares to reflect

the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a

U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable

disposition of AOC Shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election,

will depend on whether such QEF Election is timely. A QEF Election will be treated as ―timely‖ if such QEF

Election is made for the first year in the U.S. Holder‘s holding period for the AOC Shares in which AOC was a

PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the

time such U.S. Holder files a U.S. federal income tax return for such year.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax

years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF

Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, AOC ceases to be a PFIC, the QEF

Election will remain in effect (although it will not be applicable) during those tax years in which AOC is not a PFIC.

Accordingly, if AOC becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the

U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which AOC

qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances that AOC will satisfy the record keeping requirements

that apply to a QEF, or that AOC will supply U.S. Holders with information that such U.S. Holders require to report

under the QEF rules, in the event that AOC is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election

with respect to their AOC Shares. Each U.S. Holder should consult its own tax advisor regarding the availability of,

and procedure for making, a QEF Election.

Under proposed U.S. Treasury Regulations, if the Arrangement qualifies as a Reorganization, and a U.S. Holder has

made a timely and effective QEF Election with respect to such U.S. Holder‘s Centric Shares prior to the

Arrangement, the QEF election will continue to apply to the newly acquired AOC Shares. However, the newly

acquired AOC Shares will be considered stock in an unpedigreed QEF (an ―Unpedigreed QEF‖), which is subject to

both the QEF and the default rules under Section 1291 simultaneously. In order for such U.S. Holder to return to the

normal QEF Election rules discussed above, a U.S. Holder of stock in an Unpedigreed QEF may elect to purge the

Unpedigreed QEF status with respect to such stock by electing in the tax year in which such U.S. Holder‘s AOC

Shares are received to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed

above) as if such AOC Shares were sold for fair market value on the date such U.S. Holder acquired them (the

―Deemed Sale Election‖). Except as discussed above, the various tax consequences of ownership and disposition of

stock in an Unpedigreed QEF, and the Deemed Sale Election, are outside the scope of this summary, and U.S.

Holders that have made a QEF Election with respect to their Centric Shares should consult their own tax advisors

regarding the application of the PFIC rules to the ownership and disposition of AOC Shares and the availability of,

and procedure for making, a Deemed Sale Election.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the AOC Shares are marketable stock. The AOC

Shares generally will be ―marketable stock‖ if the AOC Shares are regularly traded on (a) a national securities

44

exchange that is registered with the SEC, (b) the national market system established pursuant to section 11A of the

U.S. Exchange Act, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority

of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing,

financial disclosure, and other requirements and the laws of the country in which such foreign exchange is located,

together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the

rules of such foreign exchange ensure active trading of listed stocks. If such stock is traded on such a qualified

exchange or other market, such stock generally will be ―regularly traded‖ for any calendar year during which such

stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

A U.S. Holder that makes a Mark-to-Market Election with respect to its AOC Shares generally will not be subject to

the rules of Section 1291 of the Code discussed above with respect to such AOC Shares. However, if a U.S. Holder

does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder‘s holding period for the

AOC Shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code

discussed above will apply to certain dispositions of, and distributions on, the AOC Shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which

AOC is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the AOC Shares, as of the close

of such tax year over (b) such U.S. Holder‘s tax basis in such AOC Shares. A U.S. Holder that makes a Mark-to-

Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder‘s

adjusted tax basis in the AOC Shares, over (b) the fair market value of such AOC Shares (but only to the extent of

the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder‘s tax basis in the

AOC Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-

Market Election. In addition, upon a sale or other taxable disposition of AOC Shares, a U.S. Holder that makes a

Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the

amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the

amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each

subsequent tax year, unless the AOC Shares cease to be ―marketable stock‖ or the IRS consents to revocation of

such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for

making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the AOC Shares, no

such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning,

because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the

interest charge described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a

Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain

exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss)

upon certain transfers of AOC Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to

corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary

based on the manner in which AOC Shares are transferred.

Certain additional adverse rules will apply with respect to a U.S. Holder if AOC is a PFIC, regardless of whether

such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that

uses AOC Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as

having made a taxable disposition of such AOC Shares.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a

PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC

45

are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for

the foreign tax credit are complicated, and a U.S. Holder should consult with their own tax advisor regarding the

availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and

how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and

disposition of AOC Shares.

General U.S. Federal Income Tax Consequences Related to the Acquisition, Ownership and Disposition of

AOC Shares

The following discussion is subject to the rules described above under the heading ―Passive Foreign Investment

Company Rules.‖

Distributions on AOC Shares

Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive

distribution, with respect to a AOC Share will be required to include the amount of such distribution in gross income

as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the

current or accumulated ―earnings and profits‖ of AOC, as computed for U.S. federal income tax purposes. Subject

to the paragraph below, a dividend generally will be taxed to a U.S. Holder at ordinary income tax rates. To the

extent that a distribution exceeds the current and accumulated ―earnings and profits‖ of AOC, such distribution will

be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the AOC Shares and

thereafter as gain from the sale or exchange of such AOC Shares. (See ― Sale or Other Taxable Disposition of AOC

Shares‖ below). However, AOC may not maintain the calculations of earnings and profits in accordance with U.S.

federal income tax principles, and each U.S. Holder should therefore assume that any distribution by AOC with

respect to the AOC Shares will constitute ordinary dividend income. Dividends received on AOC Shares generally

will not be eligible for the ―dividends received deduction‖.

For tax years beginning before January 1, 2013, a dividend paid by AOC to a U.S. Holder who is an individual,

estate or trust generally will be taxed at the preferential tax rates applicable to long-term capital gains if AOC is a

―qualified foreign corporation‖ (―QFC‖) and certain holding period requirements for the AOC Shares are met.

AOC generally will be a QFC as defined under Section 1(h)(11) of the Code if AOC is eligible for the benefits of

the Canada—U.S. Tax Convention or its shares are readily tradable on an established securities market in the U.S.

However, even if AOC satisfies one or more of these requirements, AOC will not be treated as a QFC if AOC is a

PFIC for the tax year during which it pays a dividend or for the preceding tax year. See the section above under the

heading ―Passive Foreign Investment Company Rules Related to the Acquisition, Ownership and Disposition of

AOC Shares‖.

The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application

of such rules.

Sale or Other Taxable Disposition of AOC Shares

Subject to the PFIC rules discussed above, upon the sale or other taxable disposition of AOC Shares, a U.S. Holder

generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash plus

the fair market value of any property received and such U.S. Holder's tax basis in such AOC Shares sold or

otherwise disposed of. Gain or loss recognized on such sale or other disposition generally will be long-term capital

gain or loss if, at the time of the sale or other disposition, the AOC Shares have been held for more than one year.

Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are

currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for

capital losses are subject to significant limitations under the Code.

46

Additional Considerations

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the

Arrangement or in connection with the ownership or disposition of AOC Shares may be entitled, at the election of

such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit

will reduce a U.S. Holder‘s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will

reduce a U.S. Holder‘s income subject to U.S. federal income tax. This election is made on a year-by-year basis and

applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the

proportionate share of a U.S. Holder‘s U.S. federal income tax liability that such U.S. Holder‘s ―foreign source‖

taxable income bears to such U.S. Holder‘s worldwide taxable income. In applying this limitation, a U.S. Holder‘s

various items of income and deduction must be classified, under complex rules, as either ―foreign source‖ or ―U.S.

source.‖ Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and

gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for

this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made

under the Code. However, the amount of a distribution with respect to the AOC Shares that is treated as a

―dividend‖ may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes,

resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated

separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S.

Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Receipt of Foreign Currency

The amount of any distribution or proceeds paid in Canadian dollars to a U.S. Holder in connection with the

ownership of AOC Shares, or on the sale, exchange or other taxable disposition of AOC Shares, or any Canadian

dollars received in connection with the Arrangement (including, but not limited to, U.S. Holders exercising dissent

rights under the Arrangement), will be included in the gross income of a U.S. Holder as translated into U.S. dollars

calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the dividend,

regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the Canadian dollars

received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian

dollars equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian

dollars and engages in a subsequent conversion or other disposition of the Canadian dollars may have a foreign

currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source

income or loss for foreign tax credit purposes.

Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of

receiving, owning, and disposing of Canadian dollars.

Information Reporting; Backup Withholding Tax

Under U.S. federal income tax law and U.S. Treasury Regulations, certain categories of U.S. Holders must file

information returns with respect to their investment in, or involvement in, a foreign corporation. For example,

recently enacted legislation generally imposes new U.S. return disclosure obligations (and related penalties) on U.S.

Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign

financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held

in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial

instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any

interest in a foreign entity. U. S. Holders may be subject to these reporting requirements unless their AOC Shares

are held in an account at a domestic financial institution. Penalties for failure to file certain of these information

returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing

information returns, and, if applicable, filing obligations relating to the PFIC rules.

47

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of (a) distributions on the AOC Shares, (b)

proceeds arising from the sale or other taxable disposition of AOC Shares, or (b) any payments received in

connection with the Arrangement (including, but not limited to, U.S. Holders exercising dissent rights under the

Arrangement) generally may be subject to information reporting and backup withholding tax, at the current rate of

28% if a U.S. Holder (a) fails to furnish such U.S. Holder‘s correct U.S. taxpayer identification number (generally

on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such

U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify,

under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that

the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt

persons generally are excluded from these information reporting and backup withholding rules. Any amounts

withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder‘s U.S. federal

income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a

timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup

withholding rules.

RISK FACTORS

An investment in Centric Shares or AOC Shares should be considered highly speculative, not only due to the

nature of Centric’s and AOC’s existing business and operations, but also because of the uncertainty related to

completion of the Arrangement and the business of AOC upon completion of the Arrangement. In addition to

the other information in this Circular and to the risk factors contained in the financial statements and

MD&A of Centric and AOC incorporated by reference herein, an investor should carefully consider each of,

and the cumulative effect of the following factors.

Completion of the Arrangement

There are risks associated with the Arrangement including (i) market reaction to the Arrangement and the future

trading prices of the AOC Shares cannot be predicted; (ii) the Arrangement may give rise to significant adverse tax

consequences to non-Canadian Centric Shareholders and each such Centric Shareholder is urged to consult his own

tax advisor; (iii) uncertainty as to whether the Arrangement will have a positive impact on AOC post-Arrangement;

and (iv) there is no assurance that required approvals will be received.

In addition, pursuant to the provisions of the Plan of Arrangement, the Exchange Ratio is fixed and will not increase

or decrease due to fluctuations in the market price of the Centric Shares or the AOC Shares. The market value of the

consideration that Centric Shareholders will receive in the Arrangement will depend on the market price of the

Centric Shares and AOC Shares on the Effective Date. If the market price of the Centric Shares or the AOC Shares

increases or decreases, the market value of AOC Shares that Centric Shareholders receive will correspondingly

increase or decrease. The number of AOC Shares being issued in connection with the Arrangement will not change

despite decreases or increases in the market price of Centric Shares or the AOC Shares. Many of the factors that

affect the market price of the Centric Shares and the AOC Shares are beyond the control of Centric and AOC,

respectively. These factors include fluctuations in the price of materials, changes in the regulatory environment,

adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.

Each of Centric and AOC has the right to terminate the Arrangement Agreement in certain circumstances.

Accordingly there is no certainty, nor can the Parties provide any assurances that the Arrangement Agreement will

not be terminated by either of the Parties before the completion of the Arrangement. Additionally, the completion of

the Arrangement is subject to several conditions under the Arrangement Agreement. See ―The Arrangement – the

Arrangement Agreement - Conditions to the Arrangement‖. If any of those conditions are not satisfied or waived, the

Arrangement may not be completed. There is no certainty, nor can the Parties provide any assurances that the

conditions in the Arrangement Agreement will be satisfied.

AOC may not realize the anticipated benefits of the Arrangement. Achieving the benefits of the Arrangement will

depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a

timely and efficient manner, as well as AOC‘s ability to realize the anticipated growth opportunities and synergies

48

from combining the businesses of Centric and AOC. The required efforts could divert management‘s focus and

resources from other strategic opportunities and from operation matters during the integration process.

International Operations

AOC participates in oil and gas projects located in emerging markets, including Puntland (Somalia), Ethiopia and

Kenya. Oil and gas exploration, development and production activities in these emerging markets are subject to

significant political and economic uncertainties that may adversely affect AOC's operations. Uncertainties include,

but are not limited to, the risk of war, terrorism, expropriation, nationalization, renegotiation or nullification of

existing or future concessions and contracts, the imposition of international sanctions, a change in crude oil or

natural gas pricing policies, a change in taxation policies, and the imposition of currency controls. These

uncertainties, all of which are beyond AOC's control, could have a material adverse effect on AOC's business,

prospects and results of operations. In addition, if legal disputes arise related to oil and gas concessions acquired by

AOC, AOC could be subject to the jurisdiction of courts other than those of Canada. AOC's recourse may be very

limited in the event of a breach by a government or government authority of an agreement governing a concession in

which AOC acquires an interest. AOC may require licenses or permits from various governmental authorities to

carry out future exploration, development and production activities. There can be no assurance that AOC will be

able to obtain all necessary licenses and permits when required.

International Boundary Disputes

As a result of ongoing political disputes, the legal international boundaries between Somalia (which includes

Puntland, a semi-autonomous region within Somalia) and its neighboring countries are in dispute. In September

2007 AOC was advised that the Ministry of Water and Mineral Resources of the Republic of Somaliland was

claiming ownership of the Nugaal and Ahl Medo Valley basins, including some or all of the area that comprises the

blocks in which AOC has the right to acquire an 80% interest, granted by the Government of Puntland. The

Republic of Somaliland and Somalia have disputed their respective borders since May 1991 when the Republic of

Somaliland was established.

AOC disputes the claims of the Republic of Somaliland; however, the outcome of this dispute cannot be predicted

with any certainty.

Political Instability

AOC is highly exposed to significant political risk in Somalia. The political climate in Somalia is characterized by

strong internal political tension, turmoil and factional fighting. The political tensions sometimes escalate into

violence or the threat of violence.

Throughout much of the last three years Somalia experienced heightened instability. The Transitional Federal

Government (―TFG‖), which was the primary ruling party in Somalia, was dissolved in favour of a coalition

government that includes representation of both the TFG and the Alliance for the Reliberation of Somalia (―ARS‖).

On January 31, 2009, Somalia elected its new President who has vowed to unify all factions of Somalia and bring

peace to neighboring countries. AOC continues to work and cooperate with government leaders in Somalia,

however, there can be no certainty as to if, or when, the current political instability will be resolved.

Different Legal System and Litigation

AOC‘s oil production and exploration activities are located in countries with legal systems that in various degrees

differ from that of Canada. Rules, regulations and legal principles may differ both relating to matters of substantive

law and in respect of such matters as court procedure and enforcement. Almost all material production and

exploration rights and related contracts of AOC are subject to the national or local laws and jurisdiction of the

respective countries in which the operations are carried out. This means that AOC‘s ability to exercise or enforce its

rights and obligations may differ between different countries and also from what would have been the case if such

rights and obligations were subject to Canadian law and jurisdiction.

49

AOC‘s operations are, to a large extent, subject to various complex laws and regulations as well as detailed

provisions in concessions, licenses and agreements that often involve several parties. If AOC were to become

involved in legal disputes in order to defend or enforce any of its rights or obligations under such concessions,

licenses, agreements or otherwise, such disputes or related litigation may be costly, time consuming and the outcome

may be highly uncertain. Even if AOC would ultimately prevail, such disputes and litigation may still have a

substantially negative effect on AOC and its operations.

Financial Statements Prepared on a Going Concern Basis

AOC‘s financial statements have been prepared on a going concern basis under which an entity is considered to be

able to realize its assets and satisfy its liabilities in the ordinary course of business. AOC‘s operations to date have

been primarily financed by equity financing. AOC‘s future operations are dependent upon the identification and

successful completion of additional equity or debt financing or the achievement of profitable operations. There can

be no assurances that AOC will be successful in completing additional financing or achieving profitability. The

consolidated financial statements do not give effect to any adjustments relating to the carrying values and

classification of assets and liabilities that would be necessary should AOC be unable to continue as a going concern.

Shared Ownership and Dependency on Partners

AOC‘s operations are, to a significant degree, conducted together with one or more partners through contractual

arrangements. In such instances, AOC may be dependent on, or affected by, the due performance of its partners. If

a partner fails to perform, AOC may, among other things, risk losing rights or revenues or incur additional

obligations or costs in order to itself perform in place of its partners. AOC and its partners may also, from time to

time, have different opinions on how to conduct certain operations or on what their respective rights and obligations

are under a certain agreement. If a dispute were to arise with one or more partners relating to a project, such dispute

may have significant negative effects on AOC‘s operations relating to such project.

Uncertainty of Title

Although AOC conducts title reviews prior to acquiring an interest in a concession, such reviews do not guarantee or

certify that an unforeseen defect in the chain of title will not arise that may call into question AOC's interest in the

concession. Any uncertainty with respect to one or more of AOC's concession interests could have a material

adverse effect on AOC's business, prospects and results of operations.

In Puntland (Somalia), the Nugaal and Dharoor Valley PSAs (described below under ―Information Concerning

AOC‖)that AOC has entered into are contractual agreements between AOC and the Government of Puntland.

Puntland is an autonomous region in northeastern Somalia, centered around Garowe, which in 1998 declared itself

to be an independent republic of Somalia. Puntland is considered to be part of Somalia, participates in the process

for the restoration of the Somalia State institutions and is recognized by the TFG. The Nugaal and Dharoor Valley

PSAs were acknowledged by the TFG, which agreed that they would be upheld within any national framework of

mining and petroleum legislation enacted as part of the Somali Unification Process which the TFG is involved in.

In November 2007 AOC was advised that ConocoPhillips, which entity had previously engaged in oil and gas

exploration in the Nugaal and Dharoor Valleys, was claiming a continued interest in certain of the concessions that

comprise the blocks in which AOC has acquired an interest. ConocoPhillips stated that its interests have not been

terminated by the Republic of Somalia and have not been relinquished by ConocoPhillips. No such demand has

been made since 2007 and the Republic of Somalia does not recognize their interest.

AOC disputes ConocoPhillip‘s position in respect of this matter. However, if ConocoPhillips chooses to pursue its

claims, the outcome of a dispute or lawsuit cannot be predicted with any certainty.

Risks Relating to Concessions, Licenses and Contracts

AOC‘s operations are based on a relatively limited number of concession agreements, licenses and contracts. The

rights and obligations under such concessions, licenses and contracts may be subject to interpretation and could also

50

be affected by, among other things, matters outside the control of AOC. In case of a dispute, it cannot be certain

that the view of AOC would prevail or that AOC otherwise could effectively enforce its rights which, in turn, could

have significantly negative effects on AOC. Also, if AOC or any of its partners were deemed not to have complied

with their duties or obligations under a concession, license or contract, AOC‘s rights under such concessions,

licenses or contracts may be relinquished in whole or in part.

Competition

The petroleum industry is intensely competitive in all aspects including the acquisition of oil and gas interests, the

marketing of oil and natural gas, and acquiring or gaining access to necessary drilling and other equipment and

supplies. AOC competes with numerous other companies in the search for and acquisition of such prospects and in

attracting skilled personnel. AOC‘s competitors include oil companies which have greater financial resources, staff

and facilities than those of AOC and its partners. AOC‘s ability to discover reserves in the future will depend on its

ability to successfully explore its present properties, to select and acquire suitable producing properties or prospects

on which to conduct future exploration and to respond in a cost-effective manner to economic and competitive

factors that affect the distribution and marketing of oil and natural gas. AOC's ability to successfully bid on and

acquire additional property rights, to discover reserves, to participate in drilling opportunities and to identify and

enter into commercial arrangements with customers will be dependent upon developing and maintaining close

working relationships with its future industry partners and joint operators and its ability to select and evaluate

suitable properties and to consummate transactions in a highly competitive environment.

Oil and natural gas producers are also facing increased competition from alternative forms of energy, fuel and

related products that could have a material adverse effect on AOC‘s business, prospects and results of operations.

Risks Inherent in Oil and Gas Exploration and Development

Oil and gas operations involve many risks which, even a combination of experience, knowledge and careful

evaluation may not be able to overcome. The long-term commercial success of AOC depends on its ability to find,

acquire, develop and commercially produce oil and natural gas reserves. No assurance can be given that AOC will

be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or

participations are identified, AOC may determine that current markets, terms of acquisition and participation or

pricing conditions make such acquisitions or participations uneconomic. There is no assurance that expenditures

made on future exploration by AOC will result in discoveries of oil or natural gas in commercial quantities or that

commercial quantities of oil and natural gas will be discovered or acquired by AOC. It is difficult to project the

costs of implementing an exploratory drilling program due to the inherent uncertainties of drilling in unknown

formations, the costs associated with encountering various drilling conditions such as over pressured zones and tools

lost in the hole, and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic

data and interpretations thereof.

Future oil and gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are

productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs.

Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating

costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and

various field operating conditions may adversely affect the production from successful wells. These conditions

include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme

weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions.

While close well supervision and effective maintenance operations can contribute to maximizing production rates

over time, production delays and declines from normal field operating conditions cannot be eliminated and can be

expected to adversely affect revenue and cash flow levels to varying degrees.

AOC's business is subject to all of the risks and hazards inherent in businesses involved in the exploration for, and

the acquisition, development, production and marketing of, oil and natural gas, many of which cannot be overcome

even with a combination of experience and knowledge and careful evaluation. The risks and hazards typically

associated with oil and gas operations include fire, explosion, blowouts, sour gas releases, pipeline ruptures and oil

51

spills, each of which could result in substantial damage to oil and natural gas wells, production facilities, other

property, the environment or personal injury.

Capital Requirements

To meet its operating costs and to finance its future acquisition, exploration, development and operating costs, AOC

may require financing from external sources, including from the sale of equity and debt securities. There can be no

assurance that such financing will be available to AOC or, if available, that it will be offered on terms acceptable to

AOC. If additional financing is raised through the issuance of equity or convertible debt securities, control of AOC

may change and the interests of shareholders in the net assets of AOC may be diluted. If unable to secure financing

on acceptable terms, AOC may have to cancel or postpone certain of its planned exploration and development

activities and may not be able to take advantage of acquisition opportunities. If AOC and its partners are unable to

complete minimum work obligations on its concessions, the concessions could be relinquished under applicable

production sharing or concession agreements

Environmental Regulation

Drilling for and production, handling, transporting and disposing of oil and gas and petroleum by-products are

subject to extensive regulation under national and local environmental laws, including those of the countries in

which AOC currently operates. Environmental regulations may impose, among other things, restrictions, liabilities

and obligations in connection with water and air pollution control, waste management, permitting requirements and

restrictions on operations in environmentally sensitive areas. Environmental protection requirements have not, to

date, had a significant effect on the capital expenditures, results of operations and competitive position of AOC.

However, environmental regulations are expected to become more stringent in the future and costs associated with

compliance are expected to increase. Any penalties or other sanctions imposed on AOC for non-compliance with

environmental regulations could have a material adverse effect on AOC's business, prospects and results of

operations.

Availability of Equipment and Staff

AOC's oil and natural gas exploration and development activities are dependent on the availability of drilling and

related equipment and qualified staff in the particular areas where such activities are or will be conducted. AOC

currently leases all the drilling rigs used for its exploration and development activities. Shortages of such equipment

or staff may affect the availability of such equipment to AOC and may delay AOC's exploration and development

activities and result in lower production.

Reliance on Operators or Key Employees

The loss of the services of such key personnel could have a material adverse effect on AOC‘s business, prospects

and results of operations. AOC has not obtained key person insurance in respect of the lives of any key personnel.

In addition, competition for qualified personnel in the oil and gas industry is intense and there can be no assurance

that AOC will be able to attract and retain the skilled personnel necessary for operation and development of its

business. Success of AOC is largely dependent upon the performance of its management and key employees.

Prices, Markets and Marketing of Crude Oil and Natural Gas

Oil and natural gas are commodities whose prices are determined based on world demand, supply and other factors,

all of which are beyond the control of AOC. World prices for oil and natural gas have fluctuated widely in recent

years. Any material decline in prices could have an adverse affect on AOC's business and prospects.

Early Stage of Development

AOC has conducted oil and gas exploration and development activities for a relatively short period. There is limited

financial, operational and other information available with which to evaluate the prospects of AOC. There can be no

52

assurance that AOC's operations will be profitable in the future or will generate sufficient cash flow to satisfy its

working capital requirements.

Risks Relating to Infrastructure

AOC is dependent on available and functioning infrastructure relating to the properties on which it operates such as

roads, power and water supplies, pipelines and gathering systems. If any infrastructure or systems failures occur or

do not meet the requirements of AOC, AOC's operations may be significantly hampered which could result in

delayed, postponed or cancelled petroleum operations, lower production and sales and/or higher costs. In several

areas in which AOC operates, very little infrastructure of any sort that is commonly associated with petroleum

operations is in existence.

Current Global Financial Conditions

Current global financial conditions have been subject to increased volatility. Numerous financial institutions have

declared bankruptcy and others have received capital bail-outs or other relief from government authorities. Access

to financing has been negatively impacted by both sub-prime mortgages in the United States and elsewhere and the

liquidity crisis resulting from the asset-backed commercial paper market. As a result of these global conditions,

AOC is subject to increased counterparty risk and liquidity risk. AOC is exposed to various counterparty risks

including, but not limited to: (i) financial institutions that hold AOC's cash and restricted cash; (ii) companies that

have payables to AOC; (iii) AOC's insurance providers; and (iv) AOC's lenders. AOC is also exposed to liquidity

risks in the event its cash positions decline or become inaccessible for any reason, or additional financing is required

to advance its projects or growth strategy and appropriate financing is unavailable, or demand for commodities falls.

Any of these factors may impact the ability of AOC to obtain loans and other credit facilities in the future and, if

obtained, on terms favourable to AOC. If these increased levels of volatility and market turmoil continue, AOC's

results of operations and planned growth could be adversely impacted and the trading price of AOC's securities

could be adversely affected.

Conflict of Interests

Certain directors of AOC are also directors or officers of other companies, including oil and gas companies, the

interests of which may, in certain circumstances, come into conflict with those of AOC. If and when a conflict

arises with respect to a particular transaction, the affected directors must disclose the conflict and abstain from

voting with respect to matters relating to the transaction. All conflicts of interest will be addressed in accordance

with the provisions of the BCBCA and other applicable laws.

BUSINESS OF THE MEETING

AOC and Centric entered into the Arrangement Agreement providing for the completion of the Arrangement. The

Arrangement is subject to certain other conditions set forth in the Arrangement Agreement, copies of which are

available to be viewed on SEDAR at www.sedar.com.

At the Meeting, the Centric Shareholders will be asked to consider and, if deemed advisable, approve the

Arrangement Resolution set forth in Schedule "A" hereto to approve the Arrangement.

The Arrangement Resolution must be approved by two-thirds of votes cast at the Meeting. It is the intention of the

persons named in the enclosed proxy, in the absence of instructions to the contrary, to vote the proxy in

favour of the Arrangement Resolution.

INFORMATION CONCERNING CENTRIC

The following information reflects the current business, financial and share capital position of Centric. See

“Information Concerning AOC – Post Arrangement” for pro forma business, financial and share capital

information following the conclusion of the Arrangement. The following information should be read in

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conjunction with the information concerning Centric appearing elsewhere in this Circular and incorporated by

reference in this Circular.

Corporate Structure

Corporate Matters

Centric continued from the Business Corporations Act (Alberta) into British Columbia pursuant to BCBCA on June

23, 2006 under the name "West Africa Energy Inc.". On August 20, 2007, Centric changed its name to "Centric

Energy Corp.". Centric's head office is located at 595 Howe Street, Suite 906, Vancouver, BC, V6C 2T5.

Centric is a reporting issuer in the Provinces of British Columbia and Alberta, and the Centric Shares are listed for

trading on the Exchange under the symbol ―CTE‖. Centric‘s registered address is located at 1000-595 Howe Street,

Vancouver, BC, V6C 2T5.

The authorized capital of Centric consists of an unlimited number of common shares without par value.

Inter-corporate Relationships

Centric has five subsidiaries (as such term is defined in the BCBCA), namely Mali Oil Development SARL, Centric

Energy Holdings (Barbados) Inc., Centric Energy Kenya (Barbados) Inc., Centric Energy (UK) Ltd. and Centric

Energy (Kenya) Ltd. Centric Energy (UK) Ltd. will be dissolved prior to the Effective Date.

54

The subsidiaries owned by Centric as at the date of this Circular are as set out in the following organizational chart:


(British Columbia, Canada)

Centric Energy Holdings

(Barbados) Inc.

(Barbados)

Centric Energy Kenya

(Barbados) Inc.

(Barbados)

Centric Energy Kenya

Ltd.

(Kenya)

Centric Energy (UK) Ltd.

(United Kingdom)

Mali Oil Development

SARL

(Mali)

95%

100%

100%

General Development of the Business

Centric is an African focussed oil and gas exploration company based in the United Kingdom and Canada.

Description of the Business

On June 22, 2005 Mali Oil, a wholly owned subsidiary of Centric, entered into a Production Sharing Agreement

with the Government of the Republic of Mali to explore for oil and gas in exploration Block 11 within the Gao

Graben. On July 31, 2006, Mali Oil entered into a second Production Sharing Agreement, this time to explore in

Block 7, also in the Gao Graben (these two Production Sharing Agreements are referred to as the "Mali PSAs").

Blocks 7 and 11 occupy approximately 18 million acres (72,000 square kilometres) within the Mesozoic Rift Basin

known as the Gao Graben, which is part of the West and Central African Rift System. Similar Mesozoic rifts have

been the source of significant oil discoveries and production in Central and West Africa, such as the Doba Basin in

Chad where an estimated 1 billion barrels of oil have been discovered and current production is 120,000 barrels per

day (Chevron, 2009). The Mesozoic Tenere-Agadem-Termit Rift Basin, in eastern Niger, is the geographically

closest analogue to the Gao Graben, and trending in the same North-South direction, and is known to contain more

than 350 MMbbls of discovered oil.

To date both of these blocks have been sparsely explored with only 600 kilometres of low-quality seismic data, the

most recent shot in 1974, and one exploration well, drilled in 1976. However, a water well (Tin Bergoui-1) which

was drilled just to the northeast of Block-11 is reported to have found live oil, gas bubbles and bitumen in late

Cretaceous sandstones and bitumen has also been reported from the water well Ag Arbeche-1. Lignite and Oil Shale

occurrences have been reported west and southeast of the Adar des Iforas mountains close to the Gao Graben area.

55

A high-resolution aeromagnetic survey was flown by Centric in 2007 covering Blocks 7 and 11. Seismic contractor

ENAGEO has now commenced preparations for a programme of seismic data acquisition covering both blocks.

Advances in seismic technology and seismic data processing mean that the new seismic data are expected to reveal

exploration opportunities that cannot be seen on the old data, leading to the planned drilling of an exploration well

during 2011 or 2012.

Subsequent to signing the Mali PSAs, on November 17, 2007, Centric entered into a farmout agreement to transfer a

75% interest in these two blocks to Heritage Oil Corporation ("Heritage") in return for a commitment by Heritage

to pay 100% of the cost of the upcoming seismic acquisition program, the cost of drilling and completing an

exploration well in either block, and other costs arising on the blocks until a well has been completed. Mali Oil will

therefore pay no more of the costs on the blocks until an exploration well has been completed and will then pay a

25% share of any costs thereafter.

On January 27, 2010, Centric, through its 95% owned subsidiary Centric Energy (Kenya) Limited, entered into a

Production Sharing Contract (the "Kenya PSC") with the Kenyan Government to explore for oil and gas in Block

10BA, which lies in the northern part of the Rift Valley Province of Kenya. To acquire the rights to be granted the

concession Centric paid US$615,000 in acquisition costs and finder‘s fees and a US$100,000 signature bonus.

Block 10BA covers approximately 4 million acres (16,187 square kilometres) within the eastern arm of the East

Africa Rift System (EARS). The western arm of the EARS contains the Ugandan/DRC tertiary rift basins including

the prolific Lake Albertine Rift where Tullow and Heritage have had dramatic exploration success and where

Tullow estimate that 1 billion barrels of recoverable oil reserves have been discovered and 1.5 billion barrels of

reserves are yet to be found. The Albertine Graben is considered to be the closest analogue to the tertiary rift in

Block 10BA according to a recent independent report produced by Gustavson and Associates.

On September 28, 2010, Centric announced that it had executed a farm-in agreement with Tullow whereby Tullow

will reimburse 50% of Centric‘s PSC acquisition costs, which total approximately US$750,000, pay 80% of the first

US$30 million of expenditures under the PSC and assume 80% of the bank guarantees and parent company

guarantees under the Kenya PSC to earn a 50% participating interest in the Kenya PSC and operatorship. Tullow‘s

experience and success in the similar geological setting of the Albertine Rift in Uganda will help to ensure thorough

exploration of Block 10BA.

The approval of the Kenyan government to the farm-in was received on November 4, 2010. The closing of the farm-

in remains conditional upon the resolution of a judicial review application filed against the Kenyan Ministry of

Energy by Interstate Petroleum Ltd. relating to certain exploration permits granted by the Ministry, including the

Kenya PSC. On December 16, 2010, the Kenyan High Court issued a ruling which dismissed as ―without merit‖ the

application filed by Interstate Petroleum Ltd. Interstate Petroleum Ltd. has the right of appeal and if it wishes to do

so must file notice of appeal by January 25 2011. On December 27, 2010, a notice of appeal was filed with the

court. Centric and its Kenyan counsel are currently reviewing Centric's position with respect to such filing.

Properties Summary

Kenya – Block 10BA Production Sharing Contract

The Kenya PSC is split into a seven-year exploration term, with three periods, and a 25-year production term. The

work commitments for each exploration period, under the PSC, are as follows:

56

Minimum

Exploration

Expenditure

(US$000)

Land Rental

Payments (US$

per square km)

Initial Exploration Period:

Year 1 - 3

First Additional Period:

3,000

3

Years 4 - 5

17,000 10

Second Additional Period:

Years 6 - 7 19,000 20

In the first three-year exploration period, the contractor under the Kenya PSC (―licensee‖) will process and study

existing data and conduct geophysical and geological surveys including gravity and magnetic surveys and will

acquire new 2D seismic data with a total minimum expenditure commitment of US$3 million secured through a

combination of bank and parent company guarantees.

The optional second and third periods are of two years each and include obligations for the acquisition of 2D and 3D

seismic and the drilling of exploration wells carrying minimum expenditure commitments of US$17 million and

US$19 million respectively. In addition, annual local employment contributions of US$30,000, US$50,000 and

US$75,000 must be made in the respective exploration periods.

Upon each renewal, the block area will be reduced by at least 25%. Unless a discovery of oil deposits has been

notified to the Kenyan Government by April 27, 2017, the licensee will be required to return its remaining interest to

the Government.

During the exploration phase the Kenyan Government has a 10% carried interest.

In the event that the commercial production of oil or gas begins, the Government will be entitled to the following

percentage of net profit oil from daily crude oil production:

Daily oil equivalent production

(in barrels)*:

Government’s share

Up to 10,000 50%

Between 10,001 and 20,000 55%

Between 20,001 and 30,000 60%

Between 30,001 and 50,000 63%

Between 50,001 and 100,000 68%

Over 100,000 78% *Daily production calculated from net profit oil after the Licensee recovers its

annual operating costs and outstanding capital costs in accordance with the terms of

the PSC. The Licensee’s share of any revenues earned from oil prices over$50 per

barrel, escalated from November 2007, will be reduced by 26%.

During any development and exploitation period the licensee must pay annual surface fees of US$100 per retained

square kilometre and annual employment contributions of US$100,000. Also during any exploitation period the

licensee‘s corporation tax will be paid by the Kenyan Government from oil revenues.

Centric commissioned Gustavson & Associates to prepare a Resources Evaluation Report in accordance with NI 51-

101 on Block 10BA which is incorporated by reference into this Circular. This report calculates prospective

resources for 25 prospects in the Block as shown below.

57

Prospective Oil Resources Millions of Barrels

Prospect Name Low Estimate Best Estimate High Estimate

1S 125.4 285.4 566.9

1D 120.8 276.1 545.9

2 31.7 73.7 147.6

3 35.5 82.5 165

5 7.7 17.8 35.8

7s 7.1 16 32.1

7d 7 15.7 32

8 2.2 5.1 10

9 2.7 6.1 12.6

10 2.6 5.8 11.7

11 1.9 4.4 8.9

12 6.2 14.3 28.8

13 50.6 116.9 232.7

14 10 23.1 46.3

15 33.7 77.8 155.3

16 41.6 95.5 191.1

17 134.1 304.7 618.7

18 30.8 70.7 141.3

19 32.4 75.6 150.2

20 12.1 27.3 55.3

21 124.9 284.7 570.6

22 15.9 37.3 75.4

23 24.7 55.9 111.6

24 38.7 87.9 174.7

25 54.9 127.3 258.2

Sum of Prospects 955.2 2,187.60 4,378.70

The totals of the prospective resources ranges from a low case (P90) of 955 million BOEs up to a high case (P10) of

4,379 million BOEs, with a best estimate (P50) of 2,188 million BOEs. Centric‘s net interest in these prospective

resources is 45% in respect of the Kenyan Government‘s carried interest and Tullow‘s 50% interest in the PSA.

Centric‘s net entitlement (accounting for royalty, production share and tax) to oil produced from any potential future

discoveries in Block 10BA has not been calculated.

(Note that BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1bbl is

based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a

value equivalency at the wellhead).

58

Mali – Blocks 7 and 11 Production Sharing Agreements

Under the original license terms, the initial period of the Mali PSAs expired after four years from the dates of award.

In January 2009, the initial periods were extended by two years, to July 31, 2012 (Block 7) and to June 22, 2011

(Block 11). No other terms were changed.

The contractors under the production sharing agreements (―licensees‖) have an option to renew the Mali PSAs

twice, each time for a three-year period. Upon the each renewal, the block areas will be reduced by at least 25% of

the initial areas. Unless a discovery of oil deposits has been notified, the licensees will be required to return their

remaining interests to the Government of Mali by July 31, 2018 in the case of Block 7 and June 22, 2017 in the case

of Block 11.

In order to keep the Mali PSAs in good standing, the licensees must incur expenditure before the end of each

contract year exploration as specified within the PSA to total expenditures for each period and annual lease

payments as follows:

Block 7

Exploration

Costs (US$000)

Block 11

Exploration

Costs

(US$000)

Block 7 Rental

Payments per

Sq Km

(FCFA*)

Block 11 Rental

Payments per Sq

Km

(FCFA*) Initial period:

Years 1 - 6 11,600 10,400 500 500

First renewal period:

Years 7 - 9 8,000 8,000 1,500 1,500

Second renewal period:

Years 10 - 12 15,000 14,000 2,500 2,500

* FCFA refers to West Africa Francs, with a current (January 2011) exchange rate of approximately 500 FCFA per US$.

Prior to commencement of production, the licensees will be required to obtain from the Government of Mali various

permits, including an environmental permit. At this time, Centric is not aware of any environmental liabilities

associated with the projects.

In the event that the commercial production of oil or gas begins, the licensee will be required to pay to the

Government the following percentage of net profit from daily crude oil production:

Daily oil equivalent

production (in barrels)*:

Government’s Share

Up to 25,000 20%

Between 25,001 and 50,000 30%

Between 50,001 and 75,000 35%

Between 75,001 and 100,000 40%

Over 100,000 50% *Daily production calculated from net profit oil after the Licensee recovers its annual operating costs and outstanding capital costs in accordance with the terms of

the PSC.

During any development and exploitation period the licensee must pay annual surface fees of 1,000,000 FCFA per

retained square kilometre. Also during any exploitation period the licensee‘s corporation tax is payable at a rate of

35%.

Disclosure of Reserves Data and Other Oil and Gas Information

For further information please refer to Centric‘s Form 51-101F1 Statement of Reserves Data and Other Oil and Gas

Information for the year ended December 31, 2009 which was filed on SEDAR on April 30, 2010 and which is

incorporated herein by reference.

59

Dividends

Centric has not declared or paid any dividends on the Centric Shares since its incorporation and does not intend to

pay any prior to completion of the Arrangement.

Management Discussion and Analysis

Management discussion and analysis of financial condition and results of operations should be read in conjunction

with Centric‘s annual financial statements and notes thereto for the years ended December 31, 2009 and 2008 and

related MD&A for the year ended December 31, 2009, respectively, which are incorporated by reference herein and

available on SEDAR at www.sedar.com.

Description of the Securities

The authorized share capital of Centric consists of an unlimited number of common shares without par value. As of

the date of this Circular, 97,703,103 Centric Shares were issued and outstanding as fully paid and non-assessable

shares. The holders of the Centric Shares are entitled to receive notice of and to attend and vote at all meetings of

the Centric Shareholders and each Share confers the right to one vote in person or by proxy at all meetings of the

Centric Shareholders. The holders of the Centric Shares, subject to the prior rights, if any, of any other class of

shares of Centric, are entitled to receive such dividends in any financial year as the Board may by resolution

determine. In the event of the liquidation, dissolution or winding-up of Centric, whether voluntary or involuntary,

the holders of the Centric Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other

class of shares of Centric, the remaining property and assets of Centric.

Consolidated Capitalization

The following table sets forth the consolidated capitalization of Centric as at the Record Date:

Type of Security Authorized Outstanding as at dated

of this Circular

Outstanding as at

September 30, 2010

Outstanding as at

December 31, 2009

Centric Shares Unlimited 97,703,103 91,918,103 54,718,106

Centric has no convertible securities or loan capital outstanding other than 500,000 Centric Options.

Stock Option Plan

Centric has adopted the Option Plan, as described under at ―Executive Compensation – Description of the Stock

Option Plan‖ that provides, subject to Exchange approval, for the granting of incentive options to directors, officers,

employees and consultants of up to 10% of the issued and outstanding Centric Shares as at the date of grant. The

purpose of the stock option plan is to attract, retain and motivate those persons and to closely align their personal

interest with that of Centric and its shareholders. There are 500,000 Centric Options currently issued and

outstanding as at the Record Date.

Prior Sales

During the twelve month period preceding this Circular, Centric issued the following securities:

Date

Type of Transaction

Number and Type of Securities

Price

Proceeds

December 9, 2010 Exercise of options 500,000 common shares $0.15 $75,000

November 29, 2010 –

December 9, 2010

Exercise of options 3,505,000 common shares $0.10 $350,500

November 29, 2010 –

December 9, 2010

Exercise of options 1,195,000 common shares $0.06 $71,700

60

Date

Type of Transaction

Number and Type of Securities

Price

Proceeds

November 29, 2010 Settlement of dispute 300,000 common shares $0.12 $36,000

August 23, 2010 -

September 4, 2010

Exercise of warrants 18,450,000 common shares $0.12 $2,214,000

March 22, 2010 Private placement 18,750,000 units, each comprised

of one common share and one

warrant

$0.08 per unit $1,500,000

Stock Exchange Price

The Centric Shares are currently listed and posted for trading on the Exchange under the symbol ―CTE‖. The

following table shows the high and low prices and average trading volume of the Centric Shares on the Exchange on

a monthly basis for each of the twelve months preceding this Circular.

Month

High Low Monthly Volume

January 2011(1) 0.62 0.57 484,836

December 2010 0.62 0.51 13,354,107

November 2010 0.66 0.30 14,265,741

October 2010 0.47 0.20 24,744,867

September 2010 0.265 0.165 17,882,930

August 2010 0.35 0.095 34,327,214

July 2010 0.125 0.07 1,240,000

June 2010 0.115 0.08 702,500

May 2010 0.13 0.105 1,066,816

April 2010 0.155 0.115 1,743,250

March 2010 0.125 0.075 3,408,273

February 2010 0.125 0.075 729,296

January 2010 0.125 0.075 669,500

(1) Up to the date of this Circular.

The closing price of the Centric Shares on the Exchange on November 26, 2010, being the last trading day before

the announcement of the Arrangement, was $0.39.

Escrowed Securities

Centric has no securities held in escrow.

61

Principal Shareholders

To the knowledge of the directors and executive officers of Centric, no person beneficially owns, controls or directs,

directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of Centric, except the

following:

Name

No. of Centric Shares Beneficially

Owned, Controlled or Directed,

Directly or Indirectly

Percentage of Outstanding Centric

Shares

James Passin 17,496,012 (1)

17.9%

(1) Of these common shares, 3,428,413 common shares are held indirectly in the name of Firebird Global Master Fund II, Ltd. and

14,067,599 common shares are held indirectly in the name of Firebird Global Master Fund, Ltd. both of these companies are

controlled by Mr. Passin.

Directors and Officers

The following table sets out the names of directors and officers, the positions and offices which they presently hold

with Centric, their respective principal occupations within the five preceding years and the number of shares of

Centric which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the

Record Date:

Name, Jurisdiction of

Residence

Position with

Centric

Principal Occupation during the past

five years

Period as

Director and/or

Officer

Common Shares

Beneficially

Owned,

Controlled or

Directed,

Directly or

Indirectly(2)

Alec Robinson

London, United Kingdom Director,

President & Chief

Executive Officer

President and CEO of the Company

from Oct 2006 to present; Special

Projects Manager Geoservices S.A. from 1999 to Oct 2006

Director, President

& CEO from

October 13, 2006 to Present

1,950,000

Darren Devine

Vancouver, BC, Canada Director &

Chairman

President of Chelmer Consulting Corp.

from May 2005 to present; Associate of

DuMoulin Black LLP, Barristers and

Solicitors, from 2003 to May 2005

Director from

November 29, 2006 to Present

Chairman from

September 25, 2009 to Present

1,206,545 (4)

Simon Anderson (3)

West Vancouver, BC,

Canada

Director President of S2 Management Inc. from

August 2008 to present; Vice President

of MCSI Consulting Services Inc. from Sept 1996 to August 2008

Director from


925,000

Anthony Dutton (3)

Vancouver, BC, Canada Director President of IBC Advanced Alloys

Corp. April 2007 to present; Principal of

Primary Capital Group August 2005 to

July 2010; Principal of Delu Capital Corp. July 2010 to present.

Director from

September 25,

2009 to Present

650,000

Nicholas Davidoff (3)

New York, NY, USA Director Senior Analyst of Firebird Management

LLC from January 2007 to present;

Trader for Ronin Capital LLC from July 2005 to December 2006

Director from


500,000

62

Andy Bell

London, United Kingdom

Chief Financial

Officer

Director of Campana Consulting

Limited from 2005 to present providing

consultancy services to oil exploration

companies including Serica Energy Plc,

Rosehill Energy Plc (Finance Director),

Forum Energy Plc and Indago

Petroleum Plc.

CFO from June 1,

2007 to Present

1,750,000

Paul Visosky

West Vancouver, BC,

Canada

Corporate

Secretary

Partner of DuMoulin Black LLP,

Barristers and Solicitors, from 2004 to

Present

Corporate

Secretary from

September 25,

2009 to Present

521,500

(1) The information as to principal occupation, business or employment and Centric Shares beneficially owned or controlled is not within

the knowledge of the management of Centric and has been furnished by the respective nominees. Each nominee has held the same or similar principal occupation with the organization indicated or a predecessor thereof for the last five years.

(2) The approximate number of Centric Shares carrying the right to vote in all circumstances beneficially owned directly or indirectly, or

over which control or direction is exercised by each proposed nominee as at the date hereof is based on information furnished by the transfer agent of Centric and by the nominees themselves.

(3) Member of Audit Committee.

(4) These shares are held indirectly in the name of Chelmer Consulting Corp. which is controlled by Mr. Devine.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of Centric, other than as disclosed below, no proposed director is, as at the date of this Circular, or

has been, within 10 years before the date of this Circular, a Director, Chief Executive Officer (―CEO‖) or Chief

Financial Officer (―CFO‖) of any company (including Centric) that:

(a) was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such

company, of a cease trade or similar order or an order that denied the relevant company access to any

exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any

exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that

was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an

event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such

company.

Simon Anderson is a director of Wex Pharmaceuticals Inc. ("Wex"), which failed to file its interim financial

statements and management‘s discussion and analysis for the interim financial period ended June 30, 2007. Wex

filed a notice of default dated August 17, 2007 and applied to the British Columbia Securities Commission

("BCSC") for an order precluding management and other insiders from trading in its securities pending the filing of

the foregoing documents. The BCSC issued a cease trade order on August 17, 2007. On September 17, 2007, the

cease trade order was revoked following the filing of Wex‘s financial statements and management‘s discussion and

analysis.

Personal Bankruptcies

To the knowledge of management of Centric, there has been no director or officer, or any shareholder holding a

sufficient number of securities of Centric to affect materially the control of Centric, or a personal holding company

of any such person that has, within the 10 years before the Record Date, become bankrupt, made a proposal under

any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or

compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Director

or officer.

63

Penalties or Sanctions

To the knowledge of management of Centric, no director or officer, or any shareholder holding a sufficient number

of securities of Centric to affect materially the control of Centric, has been subject to any penalties or sanctions

imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has

entered into a settlement agreement with a Canadian securities regulatory authority; or been subject to any other

penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a

reasonable investor in making an investment decision.

Conflicts of Interest

There are potential conflicts of interest to which the directors and officers of Centric will be subject in connection

with the operations of Centric. In particular, certain of the directors and officers of Centric are involved in

managerial or director positions with other oil and gas exploration and investment companies whose operations may,

from time to time, be in direct competition with those of Centric or with entities which may, from time to time,

provide financing to, or make equity investments in, competitors of Centric. Conflicts, if any, will be subject to the

procedures and remedies available under the BCBCA. The BCBCA provides that if a director has a material interest

in a contract or proposed contract or agreement that is material to Centric, the director shall disclose his interest in

such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement,

subject to and in accordance with, the BCBCA.

Indebtedness of Directors, Executive Officers and Senior Officers

No person who is or at any time since the commencement of Centric‘s last completed financial year was a director,

executive officer or senior officer of Centric, and no associate of any of the foregoing persons has been indebted to

Centric at any time since the commencement of Centric‘s last completed financial year. No guarantee, support

agreement, letter of credit or other similar arrangement or understanding has been provided by Centric at any time

since the beginning of the most recently completed financial year with respect to any indebtedness of any such

person.

Interest of Management and Others in Material Transaction

Other than as disclosed herein or in Centric‘s MD&A for the years ended December 31, 2009 and 2008 and the

nine-month period ended September 30, 2010 incorporated by reference herein, the directors, executive officers and

principal shareholders of Centric or any associate or affiliate of the foregoing have had no material interest, direct or

indirect, in any transactions in which Centric has participated within the three year period prior to the Record Date,

which has materially affected or will materially affect Centric.

Executive Compensation

Compensation Discussion and Analysis

Centric‘s compensation philosophy for executive officers follows three underlying principles:

(a) to provide compensation packages that encourage and motivate performance;

(b) to be competitive with other companies of similar size and scope of operations so as to attract and retain

talented executives; and

(c) to align the interests of its executive officers with the long-term interests of Centric and its shareholders

through stock related programs.

When determining compensation policies and individual compensation levels for Centric‘s executive officers, the

Compensation Committee takes into consideration a variety of factors. These factors include the overall financial

and operating performance of Centric, and the Compensation Committee‘s and the Board‘s overall assessment of:

64

(a) each executive officer‘s individual performance and contribution towards meeting corporate objectives;

(b) each executive officer‘s level of responsibility,

(c) each executive officer‘s length of service; and

(d) industry comparables.

Compensation Mix

In keeping with Centric‘s philosophy to link senior executive compensation to corporate performance and to

motivate senior executives to achieve exceptional levels of performance, Centric has adopted a model that includes

both base salary and ―at-risk‖ compensation, comprised of participation in Centric‘s Long Term Incentive Plan

(stock option), as described below.

Base Salary

Base salary levels reflect the fixed component of pay that compensates executives for fulfilling their roles and

responsibilities and assists in the attraction and retention of highly qualified executives. Base salaries are reviewed

annually to ensure they reflect each respective executive‘s performance and experience in fulfilling his or her role

and to ensure executive retention.

Long Term Incentive Plan (Stock Options)

Long term incentives are performance-based grants of stock options. The awards are intended to align executive

interests with those of shareholders by tying compensation to share performance and to assist in retention through

vesting provisions. Grants of stock options are based on:

(a) the executive‘s performance;

(b) the executive‘s level of responsibility within Centric;

(c) the number and exercise price of options previously issued to the executive; and

(d) the overall aggregate total compensation package provided to the executive. A Black-Scholes valuation is

used to determine the value of any long term options granted.

The Compensation Committee makes recommendations to the Board concerning Centric‘s Long Term Incentive

Plan based on the above criteria. Options are typically granted on an annual basis in connection with the review of

executives‘ compensation packages. Options may also be granted to executives upon hire or promotion and as

special recognition for extraordinary performance.

For additional details, see ―Description of the Long Term Incentive Plan‖ below.

Chief Executive Officer Compensation

The components of Chief Executive Officer compensation are the same as those which apply to the other senior

executive officers of Centric, namely base salary and long-term equity incentives. The Compensation Committee

presents its recommendations to the Board with respect to the Chief Executive Officer‘s compensation. In setting the

recommended salary of the Chief Executive Officer, the Compensation Committee takes into consideration the

salaries paid to other chief executive officers in the oil and gas industry, as described above under the heading

―Compensation Discussion and Analysis‖. In setting the salary, performance bonus and long-term incentives for the

Chief Executive Officer, the Compensation Committee evaluates the performance of the Chief Executive Officer in

light of his impact on the achievement of Centric‘s goals and objectives.

65

Composition of the Compensation Committee

The Compensation Committee has the responsibility to administer the compensation policies related to the executive

management of Centric, including option-based awards.

Since September 25, 2009, the Compensation Committee has been composed of Anthony Dutton, Darren Devine

and Nicholas Davidoff, of whom Anthony Dutton and Nicholas Davidoff were each an ―independent director‖ as

defined under applicable Canadian securities laws at the relevant times. See ―Statement of Corporate Governance

Practices – Board of Directors‘ Independence‖.

Option-based awards

Centric‘s stock option plan has been and will be used to provide share purchase options which are granted in

consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-

term operating performance of Centric. In determining the number of options to be granted to the executive officers,

the Board takes into account the number of options, if any, previously granted to each executive officer, and the

exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the

Exchange, and closely align the interests of the executive officers with the interests of shareholders.

The Compensation Committee has the responsibility to administer the compensation policies related to the executive

management of Centric, including option-based awards.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6 ("Statement of Executive

Compensation" which came into force on December 31, 2008 (the "Form 51-102F6")) sets forth all annual and

long term compensation for services in all capacities to Centric for the financial years ended December 31, 2008 and

December 31, 2009 (to the extent required by Form 51-102F6) in respect of each of the individuals comprised of the

Chief Executive Officer and the Chief Financial Officer as at December 31, 2009 and each of the three most highly

compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, (other

than the Chief Executive Officer and the Chief Financial Officer), as at December 31, 2009 whose total

compensation was, individually, more than $150,000 for the financial year and any individual who would have

satisfied these criteria but for the fact that individual was neither an executive officer of Centric, nor acting in a

similar capacity, as at December 31, 2009 (collectively the "Named Executive Officers" or "NEOs").

NEO Name

and

Principal

Position Year

Salary

($)

Share-

Based

Awards

($)

Option-

Based

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Pension

Value

($)

All Other

Compensation

($)

Total

Compensation

($)

Annual

Incentive

Plans

Long-

term

Incentive

Plans

Alec

Robinson,

President,

Chief

Executive

Officer &

Director(1)(3)

2009

2008

214,400

224,275

Nil

Nil

86,955

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

301,355

224,275

66

NEO Name

and

Principal

Position Year

Salary

($)

Share-

Based

Awards

($)

Option-

Based

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Pension

Value

($)

All Other

Compensation

($)

Total

Compensation

($)

Annual

Incentive

Plans

Long-

term

Incentive

Plans

Andrew

Bell, Chief

Financial

Officer(2)

2009

2008

80,000(4)

126,802(4)

Nil

Nil

32,845

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

112,845

126,802

(1) Alec Robinson became a director, President and Chief Executive Officer of Centric on October 13, 2006.

(2) Andrew Bell became the Chief Financial Officer of Centric on December 21, 2006.

(3) Alec Robinson also serves as a director of Centric and receives no additional compensation for services as a director..

(4) Payment for Andrew Bell’s services is made to a company of which Mr. Bell is a director.

Incentive Plan Awards

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of Centric

pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a

specified period, at the end the financial year ended December 31, 2009, including awards granted before that

financial year, to each of the Named Executive Officers:

Option-Based Awards Share-Based Awards

Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Option

Exercise

Price

($)

Option Expiration

Date

Value of

Unexercised

In-The-

Money

Options

($)

Number of

Shares Or Units

Of Shares That

Have Not

Vested

(#)

Market or

Payout Value

Of Share-

Based Awards

That Have Not

Vested

($)

Alec Robinson 745,000

555,000

$0.10

$0.06

December 30, 2014

June 2, 2014

Nil

11,100

Nil

Nil

Andrew Bell 255,000

245,000

$0.10

$0.06

December 30, 2014

June 2, 2014

Nil

4,900

Nil

Nil

Incentive Plan Awards - Value Vested Or Earned During The Year

The value vested or earned during the financial year ended December 31, 2009 of incentive plan awards granted to

Named Executive Officers are as follows:

67

NEO Name

Option-Based Awards -

Value Vested

During The Year

($)

Share-Based Awards -

Value Vested

During The Year

($)

Non-Equity Incentive Plan

Compensation -

Value Earned

During The Year

($)

Alec Robinson Nil Nil Nil

Andrew Bell Nil Nil Nil

Narrative Discussion

Awards are made under the Option Plan at the discretion of the Compensation Committee. Awards made to-date

were made at prevailing market prices, vest upon award and carry a five-year term. There are no additional

performance goals or conditions attached.

Centric does not have any incentive plans in place other than the award of options disclosed above.

Pension Plan Benefits

Centric does not have a pension plan that provides for payments or benefits to the Named Executive Officers at,

following, or in connection with retirement.

Termination and Change of Control Benefits

Centric and its subsidiaries have no employment contracts with any Named Executive Officer except as follows:

Centric entered into an Employment Services Agreement with Alec Robinson dated October 13, 2006 as amended

on July 1, 2007, pursuant to which Centric agreed to employ Mr. Robinson as its President and Chief Executive

Officer in consideration for compensation consisting of: (a) an annual salary of $200,000 which was increased to

$240,000 effective July 1, 2007, (b) up to an initial 1,000,000 incentive stock options, to be granted in tranches and

at exercise prices to be agreed upon based upon regulatory policies, (c) performance bonuses based on an agreed

plan, and (d) a total of four weeks' annual paid vacation. The Agreement contains terms providing Mr. Robinson

with 90 days' salary in the event of a change of control, plus end-of-service benefits of one months' salary for each

year of service. The Agreement also permits unused vacation to be carried forward and paid in cash in the event of

termination. During the years ended December 31, 2008 and December 31, 2009, Mr. Robinson did not take his full

salary due to market conditions and therefore Centric‘s financial condition.

Other than the foregoing, neither Centric, nor its subsidiaries, has a contract, agreement, plan or arrangement that

provides for payments to a Named Executive Officer following or in connection with any termination (whether

voluntary, involuntary or constructive), resignation, retirement, a change of control of Centric or its subsidiaries, or a

change in responsibilities of the NEO following a change in control.

Director Compensation

Director Compensation Table

The following table sets forth all amounts of compensation provided to the directors, who are each not also a Named

Executive Officer, for Centric‘s financial year ended December 31, 2009:

68

Director

Name (1)

Fees

Earned

($)

Share-

Based

Awards

($)

Option-

Based

Awards

($)

Non-Equity

Incentive

Plan

Compensa-

tion

($)

Pension

Value

($)

All Other

Compensa-

tion

($)

Total

($)

Simon Anderson 6,000 Nil 37,500 Nil Nil Nil 43,500

Darren Devine 24,000 Nil 71,245 Nil Nil 36,000 131,245

Anthony Dutton 6,000 Nil 37,500 Nil Nil Nil 43,500

Nicholas Davidoff 6,000 Nil 37,500 Nil Nil Nil 43,500

(1) Relevant disclosure has been provided in the Summary Compensation Table for financial year(s) ending on or after December 31,

2009 above, for directors who receive compensation for their services as a director who are also Named Executive Officers.


Other than amounts already included in the above table, Centric has no arrangements, standard or otherwise,

pursuant to which directors are compensated by Centric or its subsidiaries for their services in their capacity as

directors, or for committee participation, involvement in special assignments or for services as consultant or expert

during the financial year ended December 31, 2009 or subsequently, up to and including the date of this Circular.

Centric has a stock option plan for the granting of incentive stock options to the officers, employees and directors.

The purpose of granting such options is to assist Centric in compensating, attracting, retaining and motivating the

directors of Centric and to closely align the personal interests of such persons to that of the shareholders.

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of Centric

pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a

specified period, at the end of the financial year ended December 31, 2009, including awards granted before that

financial year, to each of the directors who are not Named Executive Officers:

Option-Based Awards Share-Based Awards

Director Name

Number of

Securities

Underlying

Unexercised

Options (1)

(#)

Option

Exercise

Price

($) Option Expiration Date

Value of

Unexercised

In-The-

Money

Options (2)

($)

Number of

Shares Or Units

Of Shares That

Have Not Vested

(#)

Market or

Payout Value Of

Share-Based

Awards That

Have Not Vested

($)

Simon Anderson 500,000 $0.10 December 30, 2014 Nil Nil Nil

Darren Devine 655,000

395,000

65,000

$0.10

$0.06

$0.20

December 30, 2014

June 2, 2014

October 4, 2010

Nil

7,900

Nil

Nil Nil

Anthony Dutton 500,000 $0.10 December 30, 2014 Nil Nil Nil

Nicholas Davidoff 500,000 $0.10 December 30, 2014 Nil Nil Nil

(1) Subsequent to December 31, 2009, the following options have been exercised: Simon Anderson – 500,000; Darren Devine –

1,050,000; Anthony Dutton – 500,000; Nicholas Davidoff – 500,000.

(2) This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, which was $0.08, and the exercise or base price of the option.

69

Incentive Plan Awards - Value Vested Or Earned During The Year

The value vested or earned during the financial year ended December 31, 2009 of incentive plan awards granted to

directors who are not Named Executive Officers are as follows:

Director Name

Option-Based Awards -

Value Vested

During The Year

($)

Share-Based Awards -

Value Vested

During The Year

($)

Non-Equity Incentive

Plan Compensation -

Value Earned

During The Year

($)

Simon Anderson Nil Nil Nil

Darren Devine Nil Nil Nil

Anthony Dutton Nil Nil Nil

Nicholas Davidoff Nil Nil Nil

Audit Committee

NI 52-110 of the Canadian securities administrators requires Centric‘s audit committee to meet certain requirements.

It also requires Centric to disclose in this Circular certain information regarding the audit committee. That

information is disclosed in Centric's information circular dated August 19, 2010, which is incorporated by reference.

Corporate Governance

National Policy 58-101 Disclosure of Corporate Governance Practices of the Canadian securities administrators

requires Centric to annually disclose certain information regarding its corporate governance practices. That

information is disclosed in Centric's information circular dated August 19, 2010, which is incorporated by reference.

Management Contracts

No management functions of Centric are performed to any substantial degree by a person or persons other than the

directors or executive officers of Centric.

Securities Authorized for Issuance Under Equity Compensation Plans

The only equity compensation plan that Centric has in place is the Option Plan. The Option Plan has been

established to attract and retain employees, consultants, officers or directors to Centric and to motivate them to

advance the interests of Centric by affording them with the opportunity to acquire an equity interest in Centric. The

Option Plan is administered by the directors of Centric. The Option Plan provides that the number of Centric Shares

issuable under the Option Plan, together with all of Centric‘s other previously established or proposed share

compensation arrangements may not exceed 10% of the total number of issued and outstanding Centric Shares.

The following table sets forth Centric‘s compensation plans under which equity securities are authorized for

issuance as at December 31, 2009.

70

Equity Compensation Plan Information

Plan Category

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights(1)

Weighted-average

exercise price of

outstanding

options, warrants

and rights

($)

Number of shares remaining

available for issuance under

equity compensation plans

Equity compensation plans

approved by shareholders

5,305,000 0.09 2,170,310

Equity compensation plans

not approved by

shareholders

Nil Nil Nil

Total 5,305,000 0.09 2,170,310

Promoters

Other than its directors and officers, there is no person who is or who has been within the two years immediately

preceding the Record Date, a ‗promoter‘ of Centric as defined under applicable Canadian securities laws.

Legal Proceedings

Other than as disclosed below, Centric is not a party to any legal proceedings currently material to it or of which any

of Centric‘s properties is the subject matter, and no such proceedings are known by Centric to be contemplated.

A judicial review application was filed against the Kenyan Ministry of Energy relating to six exploration permits

granted by the Ministry, including Centric's PSC covering Block 10BA. A hearing of the application was held at the

High Court in Kitale, Kenya, on October 27, 2010. During the hearing the plaintiff, Interstate Petroleum Ltd. (a

private Kenyan company) requested additional time to respond to the replying affidavits that had been filed

previously by the interested parties, including Centric. The Ministry of Energy has advised the Centric that it can

carry on with its work program and that its PSC remains in good standing. On December 16, 2010, Kenyan High

Court issued a ruling that dismissed as ―without merit‖ the application filed by Interstate Petroleum Ltd. Interstate

Petroleum Ltd. has the right of appeal and if it wishes to do so must file notice of appeal by January 25, 2011. On

December 27, 2010, a notice of appeal was filed with the court. Centric and its Kenyan counsel are currently

reviewing Centric's position with respect to such filing.

Auditor, Transfer Agent and Registrar

The auditor of Centric is PricewaterhouseCoopers LLP, 250 Howe Street, Suite 700, Vancouver, British Columbia

V6C 3S7. The registrar and transfer agent of the Centric Shares is Computershare Investor Services Inc., 3rd Floor,

510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

Material Contracts

Except for contracts entered into in the ordinary course of business, the only contracts entered into by Centric in the

two years immediately prior to the date hereof that can reasonably be regarded as presently material to Centric are as

follows:

(a) The Farm-Out Agreement between Centric and Tullow dated as of September 27, 2010;

(b) the Mali PSAs;

(c) the Kenya PSC; and

71

(d) the Arrangement Agreement.

All of the contracts specified above may be inspected at the main offices of Centric at 906-595 Howe Street,

Vancouver, British Columbia, V6C 2T6 during normal business hours up to the date of the Meeting.

INFORMATION CONCERNING AOC

The following information reflects the current business, financial and share capital position of AOC. See

“Information Concerning AOC – Post Arrangement” for pro forma business, financial and share capital

information following the conclusion of the Arrangement. The following information should be read in

conjunction with the information concerning AOC appearing elsewhere in this Circular and incorporated by

reference in this Circular.

General Development and Description of the Business

Corporate Matters

AOC was incorporated under the Company Act (British Columbia) on March 29, 1983 under the name ―Canmex

Minerals Corporation‖ with an authorized capital of 100,000,000 common shares. On August 20, 2007 AOC

changed its name to Africa Oil Corp. and on June 19, 2009 the shareholders of AOC, passed a special resolution

increasing AOC‘s authorized share capital to an unlimited number of common shares.

AOC‘s registered and records office is located at Suite 2610 Oceanic Plaza, 1066 West Hastings Street, Vancouver,

British Columbia, V6E 3X1. AOC‘s corporate office is located at 2101 – 885 West Georgia Street, Vancouver,

British Columbia V6C 3E8. AOC also has an office located at 2320, 700 – 2 Street SW, Calgary, AB, Canada T2P

2W2. AOC is a reporting issuer under the Securities Act (British Columbia) and the Securities Act (Alberta).

Inter-corporate Relationships

The material subsidiaries owned by AOC as at the date of this Information Circular are as set out in the following

organizational chart:

72

Africa Oil Corp.

(British Columbia, Canada)

0845379 B.C. Ltd.

(British Columbia,

Canada)

100% 100% 0895939 B.C. Ltd.

(British Columbia,

Canada)

99.99% 100%

0.01% Africa Oil Holdings

Cooperatief U.A.

(Netherlands)

Canmex Holdings

(Bermuda) I Ltd.

(Bermuda)

100% 100% 100% 100% 100%

Africa Oil

Turkana B.V. (Netherlands)

Africa Oil Kenya

B.V. (Netherlands)

Africa Oil

Ethiopia B.V. (Netherlands)

Canmex Holdings

(Bermuda) II Ltd.

(Bermuda)

Africa Oil

Holdings

(Bermuda) I

Ltd. (Bermuda)

99.99%

0.01% Africa Oil

Turkana Ltd.

(Kenya)

Description of the Business

AOC is an independent international upstream oil and gas exploration company, whose head office is in Canada,

with oil and gas interests in Puntland (Somalia), Ethiopia and Kenya. AOC has a gross land package in excess of

225,000 km2 of exploration property in east Africa.

Since December 31, 2009, AOC has continued to develop its business in the East African Rift Basin through several

property acquisitions and corporate transactions (see ―Information Concerning AOC - Corporate Transaction and

Property Acquisitions‖).

The AOC Shares are listed for trading on the Exchange and on the NASDAQ OMX, First North, an alternative

market operated in Sweden by NASDAQ OMX Stockholm AB under the symbol ―AOI‖.

Corporate Transactions and Property Acquisitions

The following is a description of the material corporate transactions, property acquisitions and farmout and related

agreements that AOC has completed since December 31, 2009, being the effective date of AOC‘s Annual

Information Form, which is incorporated herein by reference.

73

Farmout Agreement and Subsequent Amending Agreement with Lion Energy Corp.

Farmout Agreement

In August 2009, AOC entered into a farmout agreement (the ―Lion Farmout Agreement‖) with Lion (formerly

Raytec Metals Corp.). Pursuant to the Lion Farmout Agreement AOC agreed to transfer to Lion an interest in the

production sharing agreements (the ―Nugaal and Dharoor Valley PSAs‖) for the Dharoor Valley Exploration Area

and the Nugaal Valley Exploration Area, each located in Puntland (Somalia), and in the production sharing contracts

for Block 9, Block 10A and Block 10BB (respectively, the ―Block 9 PSC‖, the ―Block 10A PSC‖ and the ―Block

10BB PSC‖), all located in Kenya.

Under the terms of the Lion Farmout Agreement, Lion agreed to pay a disproportionate share of costs associated

with the planned work programs to be carried out in the subject areas and to deposit in escrow, as security for its

payment obligations, $4 million, and AOC agreed to transfer the following interests to Lion upon satisfaction of

certain closing conditions, including the receipt of Exchange approval and ministerial approval in both Somalia and

Kenya:

a 15% license interest in the Nugaal and Dharoor Valley PSAs;

a 10% license interest in the Block 9 PSC;

a 25% license interest in the Block 10A PSC; and,

a 20% license interest in the Block 10BB PSC.

Ministerial approval of the Lion Farmout Agreement was obtained from the Puntland Government on December 8,

2010 and from the Kenyan Government on December 9, 2010. Lion secured Exchange approval in respect of the

Lion Farmout Agreement on March 15, 2010.

On July 29, 2010, Lion and AOC entered into an amending agreement (the ―Lion Farmout Amendment‖) to the

Lion Farmout Agreement. Under the Lion Farmout Amendment, Lion and AOC agreed to certain amendments to

the Lion Farmout Agreement that effectively resulted in Lion:

(a) relinquishing all of its interest in the Block 10A PSC; and

(b) relinquishing a ten percent (10%) Participating Interest in regard to the Block 10BB PSC.

In consideration for Lion relinquishing all of its interest in the Block 10A PSC and a part of its interest in the Block

10BB PSC, AOC agreed to:

(a) release to Lion the US$4,000,000 that had been deposited into escrow under the terms of the Lion Farmout

Agreement;

(b) issue to Lion 2,500,000 common shares of AOC which shares will be subject to a voluntary six month hold

period from the date of closing of the Lion Farmout Amendment;

(c) pay Lion US$2.5 million in cash; and

(d) release Lion from its obligation to pay a disproportionate share of costs associated with the planned work

programs to be carried out in the subject areas.

The Exchange approved the Lion Amending Agreement on September 20, 2010 and ministerial approval of the Lion

Amending Agreement was obtained from the Kenyan Government on October 6, 2010. Closing of the transaction

contemplated under the Lion Amending Agreement is subject to completion of the transaction contemplated under

the farmout agreement (the ―Tullow Farmout Agreement‖) made September 1, 2010 between, among others, AOC

and Tullow.

74

Purchase Agreement with Platform Resources Inc.

On January 11, 2010, AOC entered into an agreement (the ―12A/13T Agreement‖) with Platform, a wholly-owned

subsidiary of Alberta Oilsands Inc. Under the 12A/13T Agreement, AOC agreed to purchase from Platform all of

Platform‘s right, title and interest in and to, and all of its obligations under (collectively, the ―Platform Assigned

Interest‖), two production sharing contracts (the ―Blocks 12A and 13T PSCs‖), each made September 17, 2008

between Platform and the Kenyan Government.

The purchase price for the Platform Assigned Interest was comprised of 2,500,000 AOC Shares and 1,500,000 share

purchase warrants, each warrant entitling the holder to purchase an additional AOC Share for a period of two years

from the closing of the purchase and sale at a price of $1.50 per AOC Share.

The terms of the 12A/13T Agreement provided that it would automatically terminate if the closing date for the

purchase and sale of the Platform Assigned Interest had not occurred by June 1, 2010. The closing date was

extended and closing of the transaction occurred on September 9, 2010.

Blocks 12A and 13T PSCs

Each of the Blocks 12A and 13T PSCs contemplate an initial three year exploration period and, at the option of

AOC, two additional exploration periods of two years each. In each case, the first exploration period ends in

December 2011. During the first exploration period, AOC is required to complete, for each of the blocks, geological

and geophysical activities, including the acquisition of 500km of 2D seismic or 100 square kilometres of 3D

seismic, reprocess existing seismic, acquire an air borne gravity survey and complete block wide surface geology

mapping and sampling. The minimum required expenditure of geological and geophysical activities is US$3.6

million in the case of Block 12A and US$3.65 million in the case of Block 13T. At the end of the first exploration

period AOC must relinquish 25% of the original contract area in each block.

During the first additional exploration period, AOC is required to acquire, for each of the blocks, an additional 200

square kilometres of 3D seismic at a minimum expenditure of US$6 million. In additional, AOC is required to drill

one exploratory well in each block to a vertical depth of at least 3,000 metres. The minimum required expenditure

for each well is US$15 million. At the end of the first additional exploration period AOC must relinquish an

additional 25% of the remaining contract area in each block.

During the second additional exploration period, AOC is required to acquire, for each of the blocks, an additional

200 square kilometres of 3D seismic at a minimum expenditure of US$6 million. In additional, AOC is required to

drill one exploratory well in each block to a vertical depth of at least 3,000 metres. The minimum required

expenditure for each well is US$15 million.

The Kenyan Government may elect to participate in any petroleum operations in any development area in either of

the blocks and acquire an interest of up to 22.5% of the total interest in that development area, comprised of 15%

that is to be held by the Kenyan Government and 7.5% that is to be held by the National Oil Corporation of Kenya.

The Kenyan Government and the National Oil Corporation of Kenya may exercise its participation rights within 6

months from the date a development plan is adopted. Upon electing to participate in a development area, each of the

Government and the National Oil Corporation of Kenya would assume responsibility for its share of costs incurred

with respect to the development area.

A 25-year development and production period commences once AOC has made a commercial discovery and a

development plan is adopted.

Under the terms of the Blocks 12A and 13T PSCs, of the total oil produced, a certain amount of operations oil is

available to AOC for operational needs for the work to be performed. Of the remaining oil, a fixed percentage is

available for cost recovery with the remainder designated as profit oil. Costs subject to cost recovery include all

costs and expenditures incurred by AOC for exploration, development, production and decommissioning operations,

as well as any other applicable costs and expenditures incurred directly or indirectly with these activities. The

75

portion of the profit oil that is available to AOC is based on a sliding scale and declines as the volume of such profit

oil increases.

A second tier profit oil payment is due to the Kenyan Government when oil prices exceed a stated threshold price.

The amount payable per barrel is calculated by multiplying AOC‘s share of the profit oil by a stated percentage and

by the prevailing oil price in excess of the contractually agreed threshold price.

12A/13T Amending Agreement – Amendment to Purchase Agreement with Platform Resources Inc.

On May 27, 2010, AOC entered into an amending agreement (the ―12A/13T Amending Agreement‖) with

Platform. Under the 12A/13T Amending Agreement, Platform and AOC agreed to certain amendments to the

12A/13T Agreement including the extension of the date by which the purchase and sale of the Platform Assigned

Interest was required to be completed, from June 1, 2010 to September 30, 2010. AOC also agreed to provide bank

and parent company guarantees to the Kenyan Government in accordance with the terms of the Blocks 12A and 13T

PSCs.

The Kenyan Government consented to the assignment of Blocks 12A and 13T to AOC on August 17, 2010 by

signing deeds of assignment in respect of each Block.

The 12A/13T Agreement, as amended by the 12A/13T Amending Agreement, was approved by the Exchange on

August 18, 2010 and the transactions contemplated by the 12A/13T Agreement, as amended by the 12A/13T

Agreement completed on September 9, 2010.

Farmout Agreement with Red Emperor

On June 15, 2010, AOC entered into a farmout agreement (the ―Red Emperor Farmout Agreement‖) with Red

Emperor Resources. Under the Red Emperor Farmout Agreement, Puntland Oil Pty Ltd. (―Puntland Oil‖), a

wholly-owned subsidiary of Red Emperor, agreed to acquire a 10% participating interest in respect of the Nugaal

and Dharoor Valley PSAs, with an option to increase its participating interest in both of the Nugaal and Dharoor

Valley PSAs to 20%. The option was exercised by Puntland Oil on October 21, 2010. In consideration for the 20%

participating interest, Puntland Oil agreed to pay 30% of all drilling costs associated with the drilling of two wells

under the Nugaal and Dharoor Valley PSAs, being one exploration well under each of the production sharing

agreements, or, if AOC chooses, two wells in the Dharoor Valley Exploration Area, in each case for the initial

US$25 million of gross costs. Thereafter Puntland Oil shall be responsible for its proportionate share of such costs.

As a result of the Red Emperor Farmout Agreement, the applicable participating interest in the Nugaal and Dharoor

Valley PSAs will be as follows subject to back-in rights, if any, in favour of the Puntland Government, described in

the Nugaal and Dharoor Valley PSAs.

Nugaal Valley Exploration Area AOC 45% Range 20% Lion 15% Red Emperor

20%

Dharoor Valley Exploration Area AOC 45% Range 20% Lion 15% Red Emperor

20%

The Nugaal Valley net working interest is subject to AOC fulfilling its sale funding obligation during the

exploration period.

Also pursuant to the Red Emperor Farmout Agreement, Red Emperor entered into an escrow agreement under which

it has deposited US$2 million into an escrow account, to be offset against the last US$2 million cash call made by

AOC in respect of the work programs for the exploration areas, based on approved budgets.

Completion of the Red Emperor Farmout Agreement is subject to the approval of the Government of Puntland.

AOC is seeking approval from the Government of Puntland for the proposed farmout. AOC is obligated to issue up

76

to a total of 103,306 AOC Shares a deemed price of $1.21/share pursuant to a finder's fee arrangement related to this

farm-out.

Farmout Agreement with Agriterra

On June 14, 2010, AOC entered into a farmout agreement (the ―South Omo Farmout Agreement‖) with Agriterra

Limited (―Agriterra‖, formerly White Nile Ltd.). Under the South Omo Farmout Agreement AOC agreed to

acquire an 80% participating interest in respect of the petroleum production sharing agreement (the ―South Omo

Block PPSA‖) made January 2008 between Agriterra and the Government of the Ethiopian Government relating to

the South Omo Block.

In consideration for the 80% participating interest, AOC agreed to pay to Agriterra 80% of past costs, to a maximum

of US$2,517,000, incurred by Agriterra in connection with the South Omo Block PPSA and 100% of the costs

associated with certain seismic and geological and geochemical work. The US$2,517,000 of past costs owing to

Agriterra under the South Omo Farmout Agreement will be offset against cash calls made by AOC in its capacity as

operator, in respect of White Nile‘s participation share of all costs under the South Omo Block joint operating

agreement.

AOC received ministerial consent of Ethiopia Government to the South Omo Farmout Agreement on August 19,

2010.

South Omo Block PPSA

The South Omo Block PPSA contemplates an initial four year exploration period and, at the option of AOC, two

additional exploration periods of two years each. The first exploration period ends in January 2012. During the first

exploration period, AOC is required to complete geological and geophysical activities and studies, including the

acquisition of 400km of 2D seismic. The minimum required expenditure of geological and geophysical activities is

US$6 million. In addition, AOC is required to drill one exploratory well, to a vertical depth of at least 3,000 metres.

The minimum required expenditure for the well is US$8 million and drilling is required to commence not later than

January 2012. At the end of the first exploration period AOC must relinquish 25% of the original contract area.

During the first additional exploration period, AOC is required to acquire an additional 200km of 2D seismic at a

minimum expenditure of US$2 million. In additional, AOC is required to drill one exploratory well to a vertical

depth of at least 3,000 metres. The minimum required expenditure for the well is US$8 million. At the end of the

first additional exploration period AOC must relinquish an additional 45% of the original contract area in each

block.

During the second additional exploration period, AOC is required to acquire an additional 200km of seismic at a

minimum expenditure of US$2 million. In additional, AOC is required to drill one exploratory well in the block to a

vertical depth of at least 3,000 metres. The minimum required expenditure for each well is US$8 million.

The Ethiopian Government may elect to participate in any petroleum operations in any development area in either of

the blocks and acquire an interest of up to 15% of the total interest in that development area. The Ethiopian

Government may exercise its participation rights within 120 days from the date a development plan is adopted.

Upon electing to participate in a development area, the Ethiopian Government would assume responsibility for its

share of costs incurred with respect to the development area.

A 25-year development and production period commences once AOC has made a commercial discovery and a

development plan is adopted.

Under the terms of the South Omo Block PPSA, of the total oil produced, a certain amount of operations oil is

available to AOC for operational needs for the work to be performed. The remaining oil is subject to a royalty,

payable to the Ethiopian Minister of Mines and Energy, based on an increasing sliding scale as the rate of oil and/or

gas increases.

77

Of the remaining oil, a fixed percentage is available for cost recovery with the remainder designated as profit oil.

Costs subject to cost recovery include all costs and expenditures incurred by AOC for exploration, development,

production and decommissioning operations, as well as any other applicable costs and expenditures incurred directly

or indirectly with these activities. The portion of the profit oil that is available to AOC is based on a sliding scale

and declines as the volume of such profit oil increases.

Farmout Agreement with Tullow Oil

On September 1, 2010, AOC and Tullow entered into the Tullow Farmout Agreement. Under the Tullow Farmout

Agreement, AOC agreed to assign to Tullow a 50% interest in, and operatorship of, each of the Block 10A PSC, the

Block 10BB PSC and the South Omo Block PPSA. Tullow was also granted an option to acquire a 50% interest in

the Blocks 12A and 13T PSCs.

In consideration of the assignment of the interests Tullow agreed to pay AOC approximately US$10 million,

representing 50% of AOC‘s past costs in the blocks, subject to a post-closing audit. In addition, Tullow will cover

AOC‘s initial US$23.75 million share of future joint venture expenditures on the blocks, after which AOC will be

responsible for its working interest share of joint venture expenditures.

As a result of the Tullow Farmout Agreement and the Lion Amending Agreement, the participating interests in each

of the Block 10A PSC, the Block 10BB PSC and the South Omo Block PPSA will be as follows:

Block 10BB (Kenya) Tullow 50% AOC 40% Lion 10%

Block 10A (Kenya) Tullow 50% AOC 30% EAX (Black Marlin) 20%

South Omo (Ethiopia) Tullow 50% AOC 30% Agriterra (formerly White Nile) 20%

Tullow exercised its option in respect of the Blocks 12A and 13T PSCs on September 1, 2010 and entered into a

farmout agreement (the ―12A/13T Farmout Agreement‖) with AOC in respect of those blocks, on December 9,

2010. Under the 12A/13T Farmout Agreement, Tullow will acquire a 50% interest in, and operatorship of, each of

Blocks 12A and 13T in consideration of US$1.55 million, being 50% of AOC‘s past costs in respect of the blocks

plus 50% of gross petroleum costs incurred by AOC from September 9, 2010, to a maximum of US$500,000.

Description of Capital Structure

Common Shares

AOC currently has an authorized share capital of an unlimited number of common shares. As at the date of this

Circular, 135,806,100 AOC Shares were issued and outstanding as fully paid and non-assessable. Upon completion

of the proposed Arrangement, it is estimated that a total of 165,961,654 AOC Shares will be issued and outstanding

assuming no further AOC Shares are issued other than pursuant to the Plan of Arrangement.

AOC Shares entitle the holders thereof to receive notice of and to attend all meetings of AOC Shareholders, with

each AOC Share entitling the holder to one vote on any resolution to be passed at such shareholders‘ meeting. The

holders of AOC Shares are also entitled to dividends if, as and when declared by the board of directors of AOC.

Upon liquidation, dissolution or winding up of AOC, the holders of AOC Shares are entitled to receive the

remaining assets of AOC available for distribution to the shareholders.

Warrants

As of December 31, 2010, there are 8,021,601 AOC Warrants outstanding. The AOC Warrants are exercisable at

$1.50 per AOC Share and expire on May 8, 2012, as to 6,521,601 AOC Warrants, and on May 22, 2011 as to

1,500,000 AOC Warrants, after giving effect to the accelerated exercise provisions contained in such warrants,

which have been triggered. For further information see ―Prior Sales‖ below. The terms of the AOC Warrants will

not be adjusted or affected due to the completion of this Arrangement. Through the continuing IFRS transition

78

process, there are not expected to be significant differences between IFRS and Canadian GAAP except for

accounting for the AOC Warrants and convertible loan (described below). The AOC Warrants will be classified as a

fair value liability derivative under IFRS as they are denominated in Canadian dollars, under IFRS, while the

functional currency of the Company is U.S. dollars.

Options

At AOC‘s 2008 Annual General Meeting, AOC‘s shareholders approved an amended stock option plan (the ―Stock

Option Plan‖). The Stock Option Plan was subsequently confirmed by AOC‘s shareholders at the 2009 and 2010

annual meetings of shareholders. The Stock Option Plan provides that the aggregate number of AOC Shares which

may be reserved for issuance as incentive stock options shall not exceed 10% of the AOC Shares outstanding.

Option exercise prices, when granted, reflect current trading values of the AOC Shares and all options are subject to

a four month hold period from the date of grant. The term of any option granted under the Stock Option Plan will be

fixed by AOC‘s board of directors and may not exceed five years from the date of grant. No optionee is entitled to a

grant of more than 5% of AOC‘s outstanding issued shares. As of the date of this Circular, there are 3,946,667

options outstanding with a volume weighted average exercise price of $1.67 per option. On November 9, 2010, the

AOC Board approved the allotment of an additional 2,395,000 options which are to be granted (and priced) on the

completion of the Tullow Farmout Agreement.

Convertible Loan

In April 2009 AOC completed the acquisition, from Lundin Petroleum B.V., of all of the issued and outstanding

shares of Lundin East Africa B.V. and Lundin Kenya B.V. and the portfolio of exploration oil projects in Ethiopia

and Kenya held by those two entities. Consideration for that acquisition was approximately US$23.8 million, which

amount was funded through a convertible loan from Lundin Services B.V., a wholly-owned subsidiary of Lundin

Petroleum AB. The convertible loan bears interest at the rate of US$ LIBOR, plus 3%, calculated semi-annually and

is convertible on or before December 31, 2011, at the option of either AOC or Lundin Services B.V., into AOC

Shares, issuable at a deemed price of $0.90 per AOC Share.

Through the continuing IFRS transition process, there are not expected to be significant differences between IFRS

and Canadian GAAP except for accounting for the AOC Warrants (described above) and the convertible loan. The

convertible loan will be classified as a financial liability as the loan is denominated in U.S. dollars and the deemed

price of AOC Shares for the conversion calculation is based on a Canadian dollar price per share.

Prior Sales

Prior Sales

Other than stock option grants, during the twelve-month period before the date of this Circular, AOC has issued the

following common shares or securities convertible into common shares:

Number and class of securities Date of

Issuance

Price per

Security ($)

Reason for Issuance

405,240 common shares April 23/2010 $1.04

(deemed)

Finder‘s Fee(1)

20,000 common shares May 27/2010 $1.05 Exercise of Stock Option

21,394,990 common shares July 19/2010 $1.00 Tranche I, Private Placement

3,605,010 common shares

416,666 common shares

July 26/2010

July 26/2010

$1.00

$1.14

(deemed)

Tranche II, Private Placement

Finder‘s Fee(2)

2,500,000 common shares/1,500,000 Sept 9/2010 $1.34 Property Acquisition(3)

79

Number and class of securities Date of

Issuance

Price per

Security ($)

Reason for Issuance

share purchase warrants (deemed)


5,000 common shares

Oct 1-30/2010

Oct 28/2010

$1.50

$1.13

Exercise of Warrants

Exercise of Stock Option

9,332,704 common shares Nov 1-30/2010 $1.50 Exercise of Warrants




Dec 1-23/2010

Dec 2/2010

Dec 22/2010

$1.50

$1.13

$1.18

Exercise of Warrants

Exercise of Stock Options

Exercise of Stock Options (1) Finder‘s fee paid in connection with farm-out arrangements concluded in respect of AOC‘s concession interests in Puntland (Somalia) and

Kenya. (2) Finder‘s fee payable on a portion of the private placement. (3) Consideration for the assignment of a 100% interest in Blocks 12A and 13T, Kenya. The share purchase warrants forming part of the

consideration payable are exercisable at a price of $1.50 at any time up to May 22, 2011, after giving effect to the accelerated exercise

provisions contained in the warrant, which have been triggered.

Trading Price and Volume

AOC Shares are quoted for trading on the Exchange and the NASDAQ OMX, First North, in Sweden under the

symbol ―AOI‖. The following table sets out the high and low trading price and volume of trading, on a monthly

basis, of the AOC Shares on the Exchange during the twelve-month period before the date of this Circular.

Period High Low Volume

January 2010 $1.43 $1.01 5,609,154

February 2010 $1.10 $0.92 3,552,005

March 2010 $1.15 $0.92 2,671,022

April 2010 $1.25 $1.00 5,314,302

May 2010 $1.38 $0.86 7,810,189

June 2010 $1.47 $1.15 6,630,726

July 2010 $1.24 $1.04 2,888,899

August 2010 $1.17 $1.03 3,511,392

September 2010 $1.77 $1.08 14,780,386

October 2010 $2.28 $1.56 13,866,043

November 2010 $2.18 $1.86 13,223,486

December 2010 $2.12 $1.91 11,170,361

January 2011(1)

$2.05 $1.95 2,319,264

(1) Up to the date of this Circular.

On November 26, 2010, the last trading day before the date of the announcement of the Arrangement Agreement,

the closing price of the AOC Shares on the Exchange was $1.97 per AOC Share. On January 4, 2011, the last

trading day before the date of this Circular, the closing price of the AOC Shares on the Exchange was $1.95 per

AOC Share.

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Directors and Officers and Executive Compensation

Statement of Executive Compensation

During the financial year ended December 31, 2009, AOC had five Named Executive Officers of AOC, being:

Richard Schmitt, the former President and Chief Executive Officer of AOC, Darren Moulds, the former Chief

Financial Officer of AOC, Mr. Ian Gibbs, the current Chief Financial Officer, Mr. Keith Hill the current President and

Chief Executive Officer and Mr. James R. Phillips the current Vice President of Exploration of AOC.

―Named Executive Officer‖ (―NEO‖) means: (a) each Chief Executive Officer, (b) each Chief Financial Officer, (c)

each of the three most highly compensated executive officers, or the three most highly compensated individuals

acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the

most recently completed financial year whose total compensation was, individually, more than $150,000; and (d)

each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an

executive officer of AOC, nor acting in a similar capacity, at the end of that financial year.

Compensation Discussion & Analysis

As of the fiscal year ended December 31, 2009 the Compensation Committee was comprised of three directors;

namely, Messrs. J. Cameron Bailey (Chair), Keith C. Hill and John H. Craig, a majority of whom are independent.

The Compensation Committee evaluates the Chief Executive Officer‘s performance and establishes executive and

senior officer compensation, determines the general compensation structure, policies and programs of AOC,

including the extent and level of participation in incentive programs in conjunction with the AOC Board, and also

reviews the adequacy and form of the compensation of directors and to ensure that such compensation realistically

reflects the responsibilities and risk involved in being an effective director. The Compensation Committee meets at

least annually.

AOC‘s compensation structure is designed to reward performance and to be competitive with the compensation

arrangements of other Canadian resource companies of similar size and scope of operations. The AOC Board

considers a variety of factors when determining both compensation policies and programs and individual

compensation levels. These factors include the long-term interests of AOC and its shareholders, overall financial and

operating performance of AOC, individual performance and contribution towards meeting corporate objectives,

responsibilities, length of service and levels of compensation provided by industry competitors.

Compensation for executive officers is composed primarily of two components; namely, base salary and

participation in the AOC Stock Option Plan. An NEO‘s base salary is intended to remunerate the NEO for

discharging job responsibilities and reflects the executive‘s performance over time. Individual salary adjustments

take into account performance contributions in connection with their specific duties. The base salary of each

executive officer is determined by the AOC Board based on an assessment of his sustained performance and

consideration of competitive compensation levels for the markets in which AOC operates. In making its

recommendations to the AOC Board, the Compensation Committee also considers the particular skills and

experience of the individual. The stock option component of an NEO‘s compensation, which includes a vesting

element to ensure retention, serves to both motivate the executive toward increasing share value and to enable the

executive to share in the future success of AOC. In determining the number of stock options to be granted under the

Plan, consideration is given to, among other things, the individual‘s current and potential contribution to the success

of AOC as well as the relative position of the individual within AOC.

The accountability for decisions on executive remuneration is clearly within the mandate of the Compensation

Committee, but management has a key role in helping support the committee in fulfilling its obligations. For

example, the CEO and other senior executives make recommendations to the Compensation Committee regarding

executive officer base salary adjustments and stock option grants. The Compensation Committee reviews the basis

for these recommendations and can exercise its discretion in modifying any of the recommendations prior to making

its recommendations to the AOC Board. The CEO does not make a recommendation to the Compensation

Committee with respect to his own remuneration package.

81

As AOC has not generated significant revenues from operations during the recently-completed fiscal year,

traditional corporate and NEO performance standards such as share price and earnings per share are not considered

relevant by the Compensation Committee in NEO performance evaluation. The Compensation Committee is

satisfied that AOC‘s compensation structure appropriately takes into account the factors relevant to the industry,

AOC‘s performance within that industry, and the individual contributions to AOC‘s performance made by its NEOs.

Summary Compensation Table

Set out below is a summary of compensation paid during AOC‘s financial years ended December 31, 2008 and

December 31, 2009 to AOC‘s NEOs:

Name and principal position

Year

Salary (1)

Option-based

awards (2)

All other

compensation

Total

compensation

Keith Hill (3)

President & CEO

2009

2008

210,639

Nil

190,870

269,230

Nil

Nil

401,509

269,230

Ian Gibbs (4)

Chief Financial Officer

2009

2008

65,535

Nil

196,488

269,230

Nil

Nil

262,023

269,230

James Phillips (5)

Vice President of Exploration

2009

2008

188,000

Nil

119,293

Nil

28,057

Nil

335,350

Nil

Richard Schmitt (6)

Former President & Chief

Executive Officer

2009

2008

218,956

236,000

217,790

409,250

Nil

Nil

431,714

645,250

Darren Moulds (7)

Former Chief Financial Officer

2009

2008

183,925

165,200

136,231

374,125

Nil

Nil

315,295

539,325

Notes: (1) Salaries for the NEOs are paid in Canadian dollars and converted to United States dollars for reporting purposes in the Summary

Compensation Table for the financial year ended 2009 at the exchange rate of USD$1.00 = $1.14198, being the Bank of Canada average

annual exchange rate, except for Mr. Phillips who is paid in United States dollars. Salaries were paid in Canadian dollars and converted for reporting purposes for the financial year ended 2008 at the exchange rate of $1.00 = US$0.944, being the Bank of Canada average

annual exchange rate. (2) These amounts represent the value of stock options granted to the respective NEO. The methodology used to calculate these amounts

was the Black-Scholes model. This is consistent with the accounting values used in AOC‘s financial statements. The dollar amount in

this column represents the total value ascribed to the stock options; however, all of these stock options are subject to vesting as to one-

third on the date of grant, one-third one year from the date of grant and the remaining one-third two years from the date of grant. (3) Mr. Hill became Chief Executive Officer on March 30, 2009 and President on October 20, 2009. Amounts reflected for the fiscal year

ended December 31, 2008 represent compensation paid to Mr. Hill in his capacity as a director of AOC. (4) Mr. Gibbs resigned as Chief Financial Officer of AOC on March 31, 2008 but was re-appointed on September 15, 2009. Amounts

reflected for the fiscal year ended December 31, 2008 represent compensation paid to Mr. Gibbs in his capacity as a director of AOC.

Mr. Gibbs was a director of AOC during the period June 23, 2008 to September 15, 2009. (5) Mr. Phillips was appointed as Vice President of Exploration of AOC on September 15, 2009 but has been employed by Africa Oil

Ethiopia B.V. (―AOE‖) since April 1, 2008. On April 29, 2009, AOC completed the acquisition of AOE at which time AOE became a

subsidiary of AOC. Amounts reflected in the table represent amounts paid during the period April 29, 2009 to December 31, 2009.

Amounts under the column ―All Other Compensation‖ represent housing costs. (6) Mr. Schmitt resigned as Chief Executive Officer on March 30, 2009 and as President on October 20, 2009. Mr. Schmitt voluntarily

elected to terminate his employment agreement upon his resignation as President of AOC on October 20, 2009, and was not entitled to

any severance payment other than compensation earned by Mr. Schmitt up to the date of his resignation. (7) Mr. Moulds was appointed as Chief Financial Officer of AOC on March 31, 2008. Mr. Moulds left the position on September 15, 2009.

Pursuant to the terms of his employment agreement, Mr. Moulds received severance equivalent to three months salary in addition to

monetary payout of vacation time. (8) Other than as set out above, perquisites have not been included as they do not reach the prescribed threshold of the lesser of $50,000 and

10% of total salary for the financial year.

82


AOC has entered into employment agreements with its NEOs. The agreements specify the terms and conditions of

employment, the duties and responsibilities of the executive during this term, the compensation and benefits to be

provided by AOC in exchange for the executive‘s services, the compensation and benefits to be provided by AOC in

the event of a termination of employment.

Following are the significant terms of the employment agreements of each of AOC‘s NEOs:

Keith C. Hill, President and Chief Financial Officer

Pursuant to the terms of an executive employment agreement dated January 15, 2009, Mr. Hill was employed by

AOC as Chief Executive Officer for a fixed period of one year commencing January 15, 2009 at a base annual salary

of $250,000, plus benefits This agreement was superceded and replaced by an executive employment agreement

made effective January 15, 2010 pursuant to which AOC has engaged Mr. Hill as Chief Executive Officer of AOC

at an annual base salary of $250,000, plus benefits, for no fixed term. Pursuant to the terms of his employment

agreement, Mr. Hill was granted incentive stock options to purchase up to 400,000 common shares of AOC over a

period of three (3) years at an exercise price of $1.18, subject to vesting. Reference is made to the heading

―Termination and Change of Control Benefits‖ for information regarding the termination provisions of Mr. Hill‘s

employment agreement.

Ian Gibbs, Chief Financial Officer

Pursuant to the terms of an executive employment agreement made effective September 14, 2009, AOC engaged

Mr. Gibbs as Chief Financial Officer of AOC for no fixed term. In accordance with the terms of Mr. Gibbs‘

employment agreement, he is entitled to a base annual salary of $250,000 per annum, plus benefits. In addition, Mr.

Gibbs was granted incentive stock options to purchase up to 400,000 common shares of AOC over a period of three

(3) years at an exercise price of $0.89, subject to vesting. Reference is made to the heading ―Termination and

Change of Control Benefits‖ for information regarding the termination provisions of Mr. Gibbs‘ employment

agreement.

James R. Phillips – Vice President of Exploration

On April 29, 2009, following the acquisition of AOC‘s subsidiary Africa Oil Ethiopia B.V. (―AOE‖), AOC assumed

the contractual obligations of AOE in relation to Mr. Phillips‘ employment agreement as Vice President of

Exploration of AOE. Under this contract of employment, Mr. Phillips received a base annual salary of US$282,000,

plus benefits. This agreement was superseded and replaced by an executive employment agreement made effective

April 1, 2010 which provided for the same annual base salary plus benefits for no fixed term. Reference is made to

the heading ―Termination and Change of Control Benefits‖ for information regarding the termination provisions of

Mr. Phillips‘ employment agreement.


Outstanding Option-Based Awards

The following tables set forth the outstanding option-based awards held by the NEOs as at December 31, 2009:

83

Option-based Awards

Name

Number of

securities

underlying

unexercised options

(#)

Option exercise

price

Option

expiration date

Value of

unexercised in-

the-money

options (1)(2)

Keith C. Hill

President and Chief Executive Officer

50,000

400,000

$6.25

$1.18

June 23, 2011

March 30, 2012

Nil

7,612

Ian Gibbs

Chief Financial Officer

100,000

100,000

400,000

$6.25

$1.18

$0.89

June 23, 2011

March 30, 2012

September 14,

2012

Nil

1,902

117,982

James R. Phillips

Vice President of Exploration 250,000 $1.18 March 30, 2012 4,757

Richard Schmitt

Former President and Chief Executive

Officer

Nil - - -

Darren Moulds

Former Chief Financial Officer Nil - - -

Notes: (1) Calculated using the closing price of the common shares on the Exchange on December 31, 2009 of $1.20 and subtracting the exercise

price of in-the-money stock options. These stock options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the common shares on the date of exercise.

(2) Converted to United States at the exchange rate of USD$1.00 = $1.14198 Bank of Canada average annual exchange rate.

Option Based-Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the financial

year ended December 31, 2009 by each NEO:

Name

Option-based awards

Value vested during the year (1) (2)

Keith C. Hill

President & Chief Executive Officer Nil

Ian Gibbs

Chief Financial Officer Nil

James R. Phillips

Vice President of Exploration Nil

Richard Schmitt

Former President and Chief Executive Officer Nil

Darren Moulds

Former Chief Financial Officer Nil

Notes: (1) Calculated using the closing price of the common shares on the Exchange on the dates on which stock options vested during

the financial year ended December 31, 2009, and subtracting the exercise price of in-the-money stock options. (2) Converted to United States at the exchange rate of USD$1.00 = $1.14198, Bank of Canada average annual exchange rate.

84


Option-Based Awards

The AOC Stock Option Plan is in the form of a rolling stock option plan which was initially adopted by the

shareholders at the 2008 annual general and special meeting held on June 23, 2008 and most recently confirmed by

shareholders on May 27, 2010. The AOC Stock Option Plan complies with the rules set forth for such plans by the

Exchange.

The material terms of the AOC Stock Option Plan as it currently exists can be summarized as follows:

Purpose

Management of AOC believes that incentive stock options serve as an important function in furnishing directors,

officers, employees and consultants of AOC with an opportunity to invest in AOC in a simple and effective manner

and in aligning the interests of such persons with those of AOC and its shareholders. The purpose of the AOC Stock

Option Plan is to ensure that AOC is able to continue to provide an incentive-based benefits program to its directors,

officers, employees and consultants that provides flexibility in the structuring of incentive benefits so as to allow

AOC to remain competitive in the recruitment and retention of key personnel.

Administration

The Plan is administered by the secretary of AOC, or such director or senior officer or employee of AOC as may be

designated as the administrator of the AOC Stock Option Plan from time to time, on the instructions of the AOC

Board.

Number of Shares

The aggregate number of shares issuable upon the exercise of all stock options granted under the AOC Stock Option

Plan is not to exceed 10% of the issued and outstanding share capital of AOC on a non-diluted basis at any time, and

such aggregate number of shares shall automatically increase or decrease as the number of issued and outstanding

shares changes. If any option granted under the AOC Stock Option Plan expires or terminates for any reason in

accordance with the terms of the AOC Stock Option Plan without being exercised, the un-purchased shares will

again be available for the purpose of the AOC Stock Option Plan.

Eligible Participants

Pursuant to the AOC Stock Option Plan, stock options may be granted to an employee, director, officer or

management company, employee of AOC, or other persons who perform management or consulting services or

investor relations services for AOC or any of its subsidiaries on an ongoing basis.

Expiry of Option

In the event that an option holder should die while he or she is still a director or employee of AOC, the expiry date

of the option is one year from the date of death of the option holder.

In the event that an option holder who has received stock options in his or her capacity as a director of AOC ceases

to be a director of AOC other than by reason of death, the expiry date of the options will be the 30th day following

the date the option holder ceases to be a director of AOC unless the option holder continues to be engaged by AOC

as an employee, in which case the expiry date will remain unchanged, subject to the terms and conditions of the

AOC Stock Option Plan.

In the event that an option holder who has received stock options in his or capacity as a employee of AOC ceases to

be an employee of AOC other than by reason of death, or if the employee is a party providing investor relations

85

services or management or consulting services to AOC and ceases to continue providing such services to AOC, the

expiry date of the option will be the 30th day following the date the option holder ceases to be an employee of AOC

or ceases to continue providing such investor relations, management and consulting services to AOC, subject to the

terms and conditions of the AOC Stock Option Plan.

Exercise Price

The exercise price per share is determined by the AOC Board at the time the options are granted provided that the

exercise price cannot be lower than the lowest exercise price permitted by the Exchange.

Term

The term of any option granted is fixed by the AOC Board and may not exceed five years from the date of grant.

Vesting

Options granted pursuant to the AOC Stock Option Plan will vest and become exercisable by an option holder at

such time or times as may be determined by the AOC Board at the date of the option grant and as indicated in the

option grant and related option agreement. Subject to any vesting restrictions imposed by the Exchange, the AOC

Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or

that no vesting restrictions shall exist. Notwithstanding the foregoing, options granted to consultants providing

investor relations services will vest in stages over a 12 month period with a maximum of one-quarter of such options

vesting in any three month period.

Transferability

Options may not be assigned or transferred other than by will or by the applicable laws of descent and may only be

exercised by the option holder.

Change of Control

In the event that a Change of Control, as defined in the AOC Stock Option Plan, occurs, each option will become

fully vested and may be exercised by the option holder. Completion of the Arrangement will not constitute a

Change of Control, as defined in the AOC Stock Option Plan.

Substantive Amendments to Plan

Any substantive amendments to the AOC Stock Option Plan will be subject to AOC first obtaining the approval of

AOC‘s shareholders at a general meeting (which may, require disinterested shareholder approval) and, if required,

any stock exchange on which AOC‘s shares may be listed for trading. Without limiting the generality of the

foregoing, any proposed amendment to the AOC Stock Option Plan which involves an option held by an Insider of

AOC (as that term is defined by the policies of the Exchange and relevant securities laws) shall first require approval

from the disinterested shareholders of AOC at a general meeting provided that such approval is required by the

Exchange.

Termination

The AOC Board may terminate the AOC Stock Option Plan at any time provided that such termination will not alter

the terms or conditions of any option or impair any right of any option holder pursuant to any option awarded prior

to the date of such termination and notwithstanding such termination AOC, such options, option holders, directors

and employees and shares shall continue to be governed by the provisions of the AOC Stock Option Plan.

86

Termination and Change of Control Benefits

AOC and its subsidiaries have not entered into any compensatory plan or arrangement in respect of compensation

received or that may be received by any of the NEOs during AOC‘s most recently completed or current financial

year to compensate such executive officers in the event of the termination of employment (resignation, retirement,

change of control) or in the event of a change in responsibilities following a change in control, where in respect of

the NEOs the value of such compensation exceeds $100,000, other than as set follows.

Executive Employment Agreement – Keith Hill, President and Chief Executive Officer

On January 15, 2010 AOC entered into an executive employment agreement with Mr. Keith Hill, the current

President and Chief Executive Officer of AOC at an annual salary of $250,000. For further information regarding

Mr. Hill‘s agreement, refer to the disclosure under the heading ―Summary Compensation Table – Narrative

Discussion.”

Pursuant to the terms of Mr. Hill‘s employment agreement, AOC may terminate Mr. Hill‘s employment without

notice or payment in lieu of notice for cause. Additionally, the agreement may be terminated by AOC by notice to

Mr. Hill if Mr. Hill becomes permanently disabled. Upon the termination of Mr. Hill‘s employment for cause or if

Mr. Hill voluntarily elects to terminate his agreement, Mr. Hill shall not be entitled to any severance payment other

than compensation earned by Mr. Hill before the date of termination.

Mr. Hill may be terminated by AOC for any reason other than specified above, upon 60 days written notice.

In the event of a change of control, Mr. Hill is entitled to receive an amount equal to two years base salary plus

continued benefits for two years should he be terminated without cause or resign within a stipulated period of time.

Executive Employment Agreement – Ian Gibbs, Chief Financial Officer

On September 14, 2009 AOC entered into an executive employment agreement with Mr. Ian Gibbs, the current

Chief Financial Officer of AOC at an annual salary of $250,000. For further information regarding Mr. Gibbs‘

agreement, refer to the disclosure under the heading ―Summary Compensation Table – Narrative Discussion.‖

Under the terms of the agreement, AOC may terminate Mr. Gibbs‘ employment without notice or payment in lieu of

notice for cause. Additionally, the agreement may be terminated by AOC by notice to Mr. Gibbs if Mr. Gibbs

becomes permanently disabled. Upon the termination of Mr. Gibbs‘ employment for cause or if Mr. Gibbs

voluntarily elects to terminate his agreement, Mr. Gibbs shall not be entitled to any severance payment other than

compensation earned by Mr. Gibbs before the date of termination.

Mr. Gibbs may be terminated by AOC for any reason other than as specified above upon 60 days written notice.

In the event of a change of control, Mr. Gibbs is entitled to receive an amount equal to two years base salary plus


Executive Employment Agreement – James Phillips, Vice President of Exploration

Upon the acquisition of the subsidiary Africa Oil Ethiopia B.V. (formerly Lundin East Africa B.V.) on April 29,

2009, AOC assumed the contractual obligations of the subsidiary in relation to Mr. Phillips‘ executive employment

agreement as Vice President of Exploration of the subsidiary. Under the contract of employment with Africa Oil

Ethiopia B.V., Mr. Phillips is entitled to a base annual salary of US$282,000, plus benefits. On September 15, 2009,

Mr. Phillips became the Vice President of Exploration of AOC and continued his employment under the same terms

and conditions of his employment agreement with Africa Oil Ethiopia B.V.

87

Under the terms of his current employment agreement, made effective April 1, 2010, the subsidiary may terminate

the agreement upon 60 days written notice. Additionally, the agreement may be terminated by the subsidiary without

notice, on grounds, and without severance.

In the event of change of control, Mr. Phillips is entitled to receive an amount equal to two years base salary plus


Director Compensation

Other than compensation paid to the NEOs, and except as noted below, no compensation was paid to executive

directors in their capacity as directors of AOC or its subsidiaries, or in their capacity as members of a committee of

the AOC Board or of a committee of the board of directors of its subsidiaries, or as consultants or experts, during

AOC‘s most recently completed financial year.

The following table sets forth the details of compensation provided to the non-executive directors, who were not

NEOs during the financial year ended December 31, 2009:

Directors‘ Compensation Table

Name

Fees

Earned

(US$)(1)

Option-based

Awards

(US$)(2)

Non-Equity

Incentive Plan

Compensation

(US$)

All Other

Compensation

(US$)

Total

(US$)

J. Cameron Bailey 13,573 47,718 Nil Nil 61,291

Gary S. Guidry 12,697 47,718 Nil Nil 60,415

Bryan Benitz 5,911 41,830 Nil Nil 47,741

John H. Craig 10,508 43,882 Nil Nil 54,390

Notes: (1) Fees earned by directors are paid in Canadian dollars and converted to United States dollars for reporting purposes at the exchange

rate of US$1.00 = $1.14198, being the Bank of Canada average annual exchange. The non-executive directors earned fees that were

calculated pro-rata from July 1, 2009 to December 1, 2009. Fees paid to the non-executive directors for their service to board of directors were approved at $20,000 per annum, audit committee members were approved at $5,000 per annum with the chair of the

audit committee paid an additional $2,000 per annum, all other non-executive committee members belonging to the Compensation

Committee, the Corporate Governance and Nominating Committee and the Reserves Committee are paid fees of $2,000 per annum. The reported fees were earned in 2009 but paid in 2010.

(2) These amounts represent the value of stock options granted to the respective director. The methodology used to calculate these amounts was the Black-Scholes model. This is consistent with the accounting values used in AOC‘s financial statements. The

dollar amount in this column represents the total value ascribed to the stock options; however, all of these stock options are subject

to vesting as to one-third on the date of grant, one-third one year from the date of grant and the remaining one-third two years from the date of grant.


Directors‘ fees have been paid by AOC for the period from July 1, 2009 to December 31, 2009 as compensation for

their time and expertise in guiding AOC through its business development pursuits. To encourage directors to align

their interests with shareholders, directors are granted incentive stock options pursuant to the AOC Stock Option

Plan.

88


Outstanding Option-Based Awards

The following table sets forth the outstanding option-based awards held by the directors of AOC as at December 31,

2009:

Option-based Awards

Name Number of securities

underlying unexercised

options

(#)

Option exercise

price

($)

Option expiration

date

Value of

unexercised in-the-

money options

(US$)(1)(2)

J. Cameron Bailey 50,000

100,000

$6.25

$1.18

June 23, 2011

March 31, 2012

Nil

1,903

Gary S. Guidry 100,000

100,000

$6.25

$1.18

June 23, 2011

March 31, 2012

Nil

1,903

Bryan Benitz 100,000 $1.00 September 29, 2012 19,030

John H. Craig 100,000 $1.05 August 19, 2012 14,272

Notes: (1) Calculated using the closing price of the common shares on the Exchange on December 31, 2009 of $1.20 and subtracting the

exercise price of in-the-money stock options. These stock options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the common shares on the date of exercise.

(2) Converted to United States dollars at the exchange rate of US$1.00 = $1.14198.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the fiscal

year ended December 31, 2009 by each director:

Name

Option-based awards

Value vested during the year(1)(2)

($)

J. Cameron Bailey Nil

Gary S. Guidry Nil

Bryan Benitz Nil

John Craig Nil

Notes: (1) Calculated using the closing price of the common shares on the Exchange on the dates on which stock options vested

during the financial year ended December 31, 2009, and subtracting the exercise price of in-the-money stock options. (2) Converted to United States at the exchange rate of USD$1.00 = $1.14198.

Indebtedness of Directors and Executive Officers

None of the directors or executive officers of AOC, proposed nominees for directors, or associates or affiliates of

said persons, have been indebted to AOC at any time since the beginning of the last completed financial year of

AOC.

89

Equity Compensation Plan Information

The following table sets out those securities of AOC as at December 31, 2009 which have been authorized for

issuance under equity compensation plans:

Plan Category

Number of

securities to be

issued upon

exercise of

outstanding

options

Weighted-average

exercise price of

outstanding

options

($)

Number of securities

remaining available for

future issuance under

the Plan (excluding

securities reflected in

column (a))

Equity Compensation Plans

approved by securityholders 2,527,500 1.99 7,020,549

Equity Compensation Plans not

approved by securityholders N/A N/A N/A

Total 2,527,500 7,020,549

Disclosure of Reserves Data and Other Oil and Gas Information

For further information please refer to AOC‘s Form 51-101F1 Statement of Reserves Data and Other Oil and Gas

Information for the year ended December 31, 2009 which was filed on SEDAR on April 22, 2010 and which is

incorporated herein by reference.

Legal Proceedings and Regulatory Actions

Legal Proceedings

Since January 1, 2010, except as noted below, AOC has not been a party to, nor has any of its property been subject

to, any legal proceedings and no such proceedings are known by AOC to be contemplated.

IPL Proceedings

In September 2010, AOC was informed that it, and certain of its subsidiaries, had been named as Interested Parties

in an application for judicial review. The judicial review had been requested in respect of the administrative process

that had been followed by the Permanent Secretary, Ministry for Energy, Republic of Kenya, pursuant to which

production sharing contracts were issued for, amongst others, Blocks 10BB, 12A and 13T.

A hearing in respect of the matter was held in the High Court of Kenya at Kitale on November 16, 2010. On

December 16, 2010, the High Court ruled the application to be without merit and dismissed the proceedings, with

costs. Interstate Petroleum Ltd. has the right of appeal and if it wishes to do so must file notice of appeal by January

25, 2011. On December 27, 2010, a notice of appeal was filed with the court. AOC and its Kenyan counsel are

currently reviewing AOC's position with respect to such filing.

Regulatory Actions

AOC has not been subject to any penalties or sanctions imposed by a court or regulatory body and has not been

party to any settlement agreement entered into before a court or regulatory body, relating to provincial or territorial

securities legislation.

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Interest of Management and Others in Material Transactions

Except as disclosed in AOC‘s public disclosure, none of the directors or executive officers of AOC, any person who

beneficially owns, directly or indirectly, AOC Shares carrying more than 10% of the voting rights attached to all

outstanding AOC Shares, nor any associate or affiliate of the foregoing persons, has any material interest, direct or

indirect, in any transaction of AOC in the last three years before the date hereof which has or is reasonably expected

to materially affect AOC, except that directors and officers of AOC and their associates and affiliates have

participated in private placements of AOC on the same terms as arm‘s length parties participating in such private

placements and approved by independent directors.


To the knowledge of the directors and executive officers of AOC, no person beneficially owns, controls or directs,

directly or indirectly, AOC Shares carrying 10% or more of the voting rights attached to all shares of AOC, except

the following:

Name

No. of AOC Shares Beneficially

Owned, Controlled or Directed,

Directly or Indirectly

Percentage of Outstanding

AOC Shares(1)

Lorito Holdings S.a.r.l.(2)

7,000,000

5.2%

Zebra Holdings and Investment S.a.r.l.(2)

7,465,000 5.5%

(1) As of December 31, 2010.

(2) Lorito and Zebra, who report their security holdings as joint actors, are private corporations owned by a trust whose settler is the Estate of the late Adolf H. Lundin. Together, Lorito and Zebra hold a total of 14,465,000 AOC Shares, which represents 10.7% of

the issued and outstanding AOC Shares as at December 31, 2010.

Additional Information

Additional information relating to AOC is available on SEDAR at www.sedar.com under AOC‘s profile and at

AOC‘s website www.africaoilcorp.com. Financial information is provided in AOC‘s financial statements and

management‘s discussion and analysis incorporated by reference in this Circular (see ―Documents Concerning AOC

Incorporated by Reference‖ above).

INFORMATION CONCERNING AOC POST ARRANGEMENT

The Arrangement will result in Centric becoming a wholly owned subsidiary of AOC. It is anticipated that, for

accounting purposes, AOC will continue using U.S. dollars as the functional currency. The following

information is presented on a post-Transaction basis and is reflective of the projected business and share

capital position of AOC after giving effect to the Transaction. This section does not include information

respecting Centric and AOC after the Transaction that is not materially different from information provided in

previous sections of this Circular. See the various headings under "Information Concerning Centric" and

"Information Concerning AOC" for additional information regarding Centric and AOC respectively.

Corporate Structure

Upon completion of the Arrangement, Centric will be a wholly owned subsidiary of AOC. AOC's head office will

remain located at Suite 2101 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8. The

registered and records office of AOC and Centric will be located at Suite 2610, 1066 West Hastings Street,

Vancouver, British Columbia, Canada V6E 3X1. AOC will make application for Centric to cease to be a reporting

issuer in all jurisdictions in which it is currently reporting. The following diagram sets forth the anticipated

corporate structure of AOC following the Arrangement:

91

92

Narrative Description of the Business of AOC

AOC will continue to be an oil and gas exploration company and will continue to develop AOC‘s and Centric's

business plans and properties as described in ―Information Concerning AOC - General Development of the

Business‖ and ―Information Concerning Centric – General Development of the Business‖ above. AOC will

continue to focus on the combined property portfolio of AOC and Centric and continue to seek additional properties

for acquisition. The combined funds of AOC and Centric will be utilized for additional exploration of the existing

properties, further acquisitions and for working capital.

Description of the Securities

AOC's authorized capital will consist of an unlimited number of AOC Shares without par value. The holders of

AOC Shares are entitled to receive notice of and to one vote per share at all meetings of shareholders of AOC. The

AOC Shares are entitled to dividends in such amounts as the board of directors may from time to time declare and in

the event of liquidation, dissolution or winding-up, the holders of AOC Shares are entitled to share pro rata in the

assets of AOC.

AOC will also have outstanding, as of the Effective Date, assuming the completion of the Arrangement as described

herein and assuming no prior exercise of incentive stock options, 3,946,667 incentive stock options having exercise

prices ranging from $0.89 to $6.25 and having expiry dates ranging from January 2011 to April 2013. AOC will also

have outstanding, as of the Effective Date, assuming the completion of the Arrangement as described herein and

assuming no prior exercise of warrants, 8,021,601 warrants to purchase AOC Shares having an exercise price of

$1.50, 6,521,601 expiring on May 8, 2012 and 1,500,000 expiring on May 22, 2011. In addition AOC will have a

convertible loan in the amount of US$23,789,251 (plus accrued interest) outstanding to Lundin Services B.V. that is

due and payable on December 31, 2011 and is convertible into AOC Shares at a price of $0.90 per AOC Share.

Pro Forma Consolidated Capitalization

The following sets out an estimate of the fully diluted share capital of AOC after giving effect to the Transaction:

Description Number of Securities(1)

Percentage of Total

AOC Shares presently issued and outstanding 135,806,100 66.4%

AOC Shares presently reserved for issuance pursuant

to outstanding AOC stock options

3,946,667 (4)

1.9%


to outstanding share purchase warrants

8,021,601 3.9%


to the convertible loan held by Lundin Petroleum

AB(2)

26,432,501 12.9%

AOC Shares issued to Centric Shareholders pursuant

to the Arrangement(3)

30,155,554 14.7%


to a finder's fee agreement dated June 10, 2010

between AOC and Komodo Capital Pty Ltd.

103,306 0.05%

TOTAL 204,465,729 100%

(1) All numbers as of December 31, 2010.Based on the outstanding principal of US$23,789,521 and assuming an exchange rate of US$1.00 =

Cdn$1.00. This calculation does not include any accrued interest on the principal amount of the loan. See "Information Concerning AOC –

Description of the Business" for further details of this convertible loan.

(2) Assumes exercise of all Centric Options prior to the Effective Date.

(3) An additional 2,395,000 AOC stock options have been allotted but as yet not granted.

93

Stock Option Plan

AOC has adopted the a rolling stock option plan which permits the reservation of a maximum of 10% of the issued

and outstanding share capital of AOC. The principal terms of the AOC Stock Option Plan are discussed at

―Information Concerning AOC – Stock Option Plan‖.

Escrowed Securities

No securities of AOC or Centric are currently held in escrow or are expected to be held in escrow following

completion of the Arrangement.


After giving effect to the Arrangement, it is not expected that any persons will beneficially own, directly or indirectly,

or exercise control or direction over, common shares carrying more than 10% of the voting rights attached to the

securities of AOC.

Management

Information concerning AOC's directors and officers is contained in AOC's management information circular for its

most recent annual general meeting, which is incorporated by reference in this Circular (see "Documents

Concerning AOC Incorporated by Reference"). Additional information concerning AOC's directors and officers is

available on AOC's website at www.africaoilcorp.com.

As at the date of this Circular, the directors and officers of AOC, as a group, beneficially owned, directly or

indirectly, or exercised control or direction over 966,146 AOC Shares representing approximately 0.07% of the

AOC Shares issued and outstanding on the date hereof.

Auditor, Transfer Agent and Registrar

The auditor of AOC following the completion of the Arrangement will continue to be PricewaterhouseCoopers LLP,

250 Howe Street, Suite 700, Vancouver, British Columbia V6C 3S7. The registrar and transfer agent of the

common shares of AOC following the completion of the Arrangement will continue to be Computershare Investor

Services Inc., 3rd

Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

GENERAL INFORMATION

Experts

The following persons or companies whose profession or business gives authority to a report, valuation, statement or

opinion made by the person or company are named in this Circular or a document incorporate by reference herein as

having prepared or certified that report, valuation, statement or opinion described in this Circular or a document

incorporated by reference herein:

(a) Gustavson Associates, LLC authored the report entitled "Resource Evaluation Report, Centric Energy

Corporation, Kenya Block 10BA" dated January 1, 2010, referred to in "Information Concerning Centric –

General Development and Description of the Business – Project Summary".

(b) Paul Laroche authored the report entitled "Evaluation of the Oil and Gas Potential of the Gao Graben Sub-

Basin, Exploration Permit Block 11, Republic of Mali, West Africa" dated November 2005, referred to in

"Information Concerning Centric – General Development and Description of the Business – Project

Summary‖.

94

(c) Gaffney, Cline & Associates authored an independent assessment of AOC‘s contingent and prospective

resources, the results of which were disclosed in the AOC‘s January 7, 2010 news release and January 8,

2010 material change report incorporated herein by reference.

(d) CIBC was retained by Centric to provide the Fairness Opinion. The Fairness Opinion is attached as

Schedule ―F‖ to this Circular.

(e) Borden Ladner Gervais LLP was retained by AOC to provide the disclosure contained under ―Canadian

Federal Income Tax Considerations”.

(f) Dorsey & Whitney LLP was retained by AOC to provide the disclosure contained under ―Certain United

States Federal Income Tax Considerations”.

PricewaterhouseCoopers LLP are the auditors for Centric and AOC and prepared the auditor‘s report for the audited

annual financial statements of AOC and Centric for the years ended December 31, 2009 and 2008. The auditors are

independent of both companies in accordance with the Rules of Professional Conduct of the Institute of Chartered

Accountants of British Columbia.

Except as described above, to the knowledge or Centric and AOC, none of the above-described experts holds

securities of Centric or AOC or will hold securities of AOC following the Arrangement, representing more than 1%

of the issued and outstanding common shares of such entity on a partially diluted basis, and none of the above-

described experts or their respective associates or affiliates has received or will receive any direct or indirect

interests in the property of Centric or AOC or is expected to be elected, appointed or employed as a director, officer

or employee of AOC post-Arrangement.

Other Material Facts

To management of Centric‘s knowledge, there are no other material facts relating to the Arrangement that are not

otherwise disclosed in this Circular or are necessary for the Circular to contain full, true and plain disclosure of all

material facts relating to the Arrangement.

Additional Information – Centric

Additional information relating to Centric is on SEDAR at www.sedar.com. Centric Shareholders may contact

Centric at its head office at 900-595 Howe Street, Vancouver, British Columbia, V6C 2T5 to request copies of

Centric‘s financial statements and MD&A or a copy of this Circular, or any of the Centric documents incorporated

herein by reference.

Other Business

As of the date of this Circular, the Board does not know of any other matters to be brought to the Meeting, other

than those set forth in the Notice of Meeting. If other matters are properly brought before the Meeting, the persons

named in the enclosed proxy will vote the proxy on such matters in accordance with their best judgment.

Board Approval

The contents and sending of this Circular have been approved by the Board.

AOC has provided the information contained in this Circular concerning AOC and its business, including its

financial information and financial statements. Centric assumes no responsibility for the accuracy of such

information.

PRiCE WATERHOUSF(JWPERS

PricewaterhouseCoopers LLPChartered AccountantsPncewaterhouseCoopers Place250 Howe Street Suite 700Vancouver, Bntish ColumbiaCanada V6C 3S7Telephone +1 604 606 7000Facsimile +1 604 506 7506vww pwc corn/ca

AUDJTORS CONSENT

We have read the Notice of Special General Meeting and Information Circular of Centric Energy Corp.dated January 5, 2011 (the "Circular) relating to the Plan of Arrangement with Africa Oil Corp. Wehave complied with Canadian generally accepted standards for an auditors involvement with offeringdocuments.

We consent to the incorporation by reference in the above-mentioned Circular of our report to theshareholders of Centric Energy Corp. on the consolidated balance sheets of Centric Energy Corp. asat December 31, 2009 and 2008 and the consolidated statements of operations, comprehensive lossand deficit, and cash flows for each of the years in the two year period ended December 31 2009. Ourreport is dated April 30, 2010,

Chartered Accountants

Vancouver, BCJanuary 14, 2011

"PilcewaterhouseCoopers" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, or as the context requires, thePricewaterhouseCoopers global network or other member firms of the network, each of which is a separate legal entity

/)RJCEWATERHOUsECWPERS

Pricewaterhousecoopers LLPChartered Accountants111 5AvenueSW, Suite 3100Calgary, AlbertaCanada T2P 5L3Telephone +1 403 509 7500Facwmile+1 403781 1825www pwc corn/ca

AUDITOR'S CONSENT

We have read the Notice of Special General Meeting and Information Circular ofCentric Energy Corp. dated January 5, 2011 (the "Circular") relating to the Plan ofArrangement with Africa Oil Corp. We have complied with Canadian generallyaccepted standards for an auditor's involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned Circular of ourreport to the shareholders of Africa Oil Corp. on the balance sheets of the Africa OilCorp. as at December 31, 2009 and December 31, 2008 and the statements ofoperations, comprehensive loss, and deficit, statements of shareholders' equity andcash flows for each of the years in the two-year period ended December 31, 2009.Our report is dated April 20, 2010.

Chartered AccountantsCalgary, AlbertaJanuary 14, 2011

PrtcewaterhouseCoopers" refers to PricewaterhouseCoopers LLP, an Ontano limtted liabiltty partnershtp, or, as the context requires, thePncewaterhouseCoopers global network or other member firms of the network, each of which is a separate legal enttty.

A-1

SCHEDULE “A” ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The Arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “Arrangement”) substantially as set forth in the Plan of Arrangement attached as Schedule A to the Second Amendment to the Arrangement Agreement between Africa Oil Corp. (“AOC”) and Centric Energy Corp. (“Centric”) dated as of January 4, 2011 (the “Second Amendment”) and as described in the Information Circular of Centric dated January 5, 2011 is hereby approved and authorized and the board of directors of Centric (“Board”) be and is hereby authorized to amend or revise the Arrangement in its discretion to the extent permitted by the Arrangement Agreement between AOC and Centric dated as of November 29, 2010 (collectively with the Amendment to the Arrangement Agreement between AOC and Centric dated as of December 23, 2010 and the Second Amendment, the “Arrangement Agreement”) without further approval of the shareholders of Centric;

2. The Arrangement Agreement is hereby confirmed, ratified and approved and the Board be and is hereby authorized to amend or revise the Arrangement Agreement in its discretion to the extent permitted therein without further approval of the shareholders of Centric;

3. Notwithstanding that the Arrangement has received the approval of the Supreme Court of British Columbia and the shareholders of Centric, the Board may, subject to the terms of the Arrangement, amend or decide not to proceed with the Arrangement or revoke this resolution at any time prior to the filing of documents giving effect to the Arrangement without further notice to or approval of shareholders of Centric; and

4. Any one director or officer of Centric is hereby authorized to do all such acts and things and execute and file all other documents and instruments necessary or desirable to carry out this resolution including the filing of all documents with regulatory authorities, the Supreme Court of British Columbia and the TSX Venture Exchange.

B-1

SCHEDULE “B” PLAN OF ARRANGEMENT


PLAN OF ARRANGEMENT UNDER THE PROVISIONS OF DIVISION 5 OF PART 9 OF THE

BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 INTERPRETATION

1.1 Definitions. In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a) “Affiliate” has the meaning set out in Section 2 of the Business Corporations Act;

(b) “Amalco” means the entity that results from the amalgamation of Centric and Subco;

(c) “AOC” means Africa Oil Corp., a company existing under the laws of the Province of British Columbia;

(d) “AOC Share” means a common share in the authorized share structure of AOC and

any other securities into which such share may be changed;

(e) “Arrangement” means the arrangement under Division 5 of Part 9 of the Business Corporations Act on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 6.1 of the Arrangement Agreement or Article 5 hereof or made at the direction of the Court in the Final Order;

(f) “Arrangement Agreement” means the agreement made as of November 29, 2010

between AOC and Centric, as amended, supplemented and/or restated in accordance therewith prior to the Effective Date, providing for, among other things, the Arrangement;

(g) “Business Corporations Act” means the Business Corporations Act (British

Columbia);

(h) “Business Day” means any day on which commercial banks are open for business in Vancouver, British Columbia, other than a Saturday, a Sunday or a day observed as a holiday in Vancouver, British Columbia under the laws of the Province of British Columbia or the federal laws of Canada;

(i) “Centric” means Centric Energy Corp., a company existing under the laws of the

Province of British Columbia;

(j) “Centric Option” means an option to purchase Centric Shares outstanding and unexercised immediately prior to the Effective Time;

(k) “Centric Securities” means the Centric Shares and the Centric Options, collectively;

(l) “Centric Share” means a common share without par value in the authorized share structure of Centric outstanding immediately prior to the Effective Time;

(m) Circular” means the notice of the Meeting and accompanying information circular to

be sent to holders of Centric Securities in connection with the Meeting;

(n) “Court” means the Supreme Court of British Columbia;

(o) “Depositary” means Computershare Investor Services Inc., at such offices as will be set out in the Letter of Transmittal;

(p) “Dissent Procedures” has the meaning set out in Section 3.1;

(q) “Dissenting Shareholder” means a holder of Centric Shares who dissents in respect

of the Arrangement in strict compliance with the Dissent Procedures;

(r) “Effective Date” means the date that is seven (7) days following the date of the Final Order, or such earlier date as the parties may agree;

(s) “Effective Time” means 12:01 a.m. on the Effective Date;

(t) “Eligible Holder” means a holder of Centric Shares other than a Tax Exempt Centric

Shareholder or a Non-Resident Centric Shareholder;

(u) “Exchange” means the TSX Venture Exchange;

(v) “Exchange Ratio” means 0.3077 AOC Shares and $0.0001 in cash for each Centric Share, which holders of Centric Shares will be entitled to receive upon completion of the Arrangement in accordance with this Plan of Arrangement;

(w) “Final Order” means the final order of the Court approving the Arrangement,

granted pursuant to Section 291(4) of the Business Corporations Act, as such order may be amended at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed;

(x) “Former Centric Shareholders” means the holders of Centric Shares immediately

prior to the Effective Time;

(y) “holder” means, (i) when used with reference to any Centric Securities, the holder of such Centric Securities (in the case of Centric Shares, as shown from time to time on the register of shareholders maintained by or on behalf of Centric in respect of the Centric Shares), and (ii) when used with reference to any AOC Shares, means the holder of such AOC Shares shown from time to time on the register of shareholders maintained by or on behalf of AOC in respect of such AOC Shares;

(z) “Interim Order” means the interim order of the Court made in connection with the

process for obtaining securityholder approval of the Arrangement and related matters;

(aa) “ITA” means the Income Tax Act (Canada);

B-3

(bb) “Letter of Transmittal” means the Letter of Transmittal for use by holders of

Centric Shares;

(cc) “Meeting” means the special meeting of the holders of Centric Securities (including any adjournment thereof) that is to be convened as provided by the Interim Order to consider and, if deemed advisable, approve the Arrangement;

(dd) “Meeting Date” means the date of the Meeting;

(ee) “Non-Resident Centric Shareholder” means a Centric Shareholder who is not, and

is not deemed to be, a resident of Canada for the purposes of the ITA, and (i) whose Centric Shares are not “taxable Canadian property” as defined in the ITA; or (ii) whose Centric Shares are “taxable Canadian property” as defined in the ITA and who is exempt from Canadian tax in respect of any gain realized on the disposition of Centric Shares by reason of an exemption contained in an applicable income tax treaty or convention;

(ff) “Person” includes any individual, firm, partnership, joint venture, venture capital

fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, company, unincorporated association or organization, government body, syndicate or other entity, whether or not having legal status;

(gg) “Registrar” means the Registrar of Companies appointed under the Business

Corporations Act;

(hh) “Subco” means 0895939 B.C. Ltd., a wholly-owned subsidiary of AOC; and

(ii) “Tax Exempt Centric Shareholder” means a holder of Centric Shares that is exempt from tax under Part I of the ITA.

1.2 Sections and Headings. The division of this Plan of Arrangement into Sections and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to a Section or an exhibit refers to the specified Section of or exhibit to this Plan of Arrangement. 1.3 Number, Gender and Persons. In this Plan of Arrangement, unless the context otherwise requires, words importing the singular number include the plural and vice versa and words importing any gender include all genders. 1.4 Date for any Action. If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

B-4

ARTICLE 2 ARRANGEMENT

2.1 Arrangement Agreement. This Plan of Arrangement is made pursuant to, is subject to the provisions of and forms a part of the Arrangement Agreement. 2.2 Binding Effect. This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) Centric, (ii) AOC, and (iii) all holders of Centric Securities. 2.3 Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

(a) each Centric Share, other than a Centric Share held by a holder who has exercised its Dissent Rights and is ultimately entitled to be paid the fair value of its Centric Shares, will be exchanged by the holder thereof, without any further act or formality and free and clear of all liens, claims and encumbrances, for the cash consideration and the number of fully paid and non-assessable AOC Shares that is described in the Exchange Ratio, and the name of each such holder will be removed from the register of holders of Centric Shares and added to the register of holders of AOC Shares;

(b) each Centric Share held by a holder who has exercised its Dissent Rights and is

ultimately entitled to be paid the fair market value of its Centric Shares in accordance with the Dissent Procedures will be deemed to have been transferred by such holder to AOC without any further act or formality and free and clear of all liens, claims and encumbrances, in consideration for the right to receive payment from AOC of the fair value thereof, in cash;

(c) AOC shall transfer all of the Centric Shares held by AOC to Subco in exchange for 100 Common shares of Subco;

(d) the capital account maintained by Centric for the Centric Shares shall be reduced to $1.00 without any repayment of capital in respect thereof;

(e) Subco and Centric (each an “Amalgamating Corporation”) shall be amalgamated to form Amalco and continue as one corporation under the BCBCA on the terms prescribed in the Plan of Arrangement (the “Amalgamation”) and:

(i) the property of each Amalgamating Corporation shall continue to be the property of Amalco and Amalco shall continue to be liable for the obligations of each Amalgamating Corporation, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options, warrants and debts of each of the Amalgamating Corporations;


(iii) a civil, criminal or administrative action or proceeding pending by or against an Amalgamating Corporation may continue to be prosecuted by or against Amalco;

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(iv) a conviction against, or ruling, order or judgment in favour of or against, an Amalgamating Corporation may be enforced by or against Amalco;

(v) all issued and outstanding Centric Shares shall be cancelled without any repayment of capital in respect thereof; and

(vi) all issued and outstanding common shares of Subco shall be cancelled and AOC shall receive on the Amalgamation one Common share of Amalco for each common share of Subco previously held; and

(f) each Centric Option that has not been duly exercised or surrendered for termination

prior to the Effective Time shall be terminated without any further act or formality.

2.4 Adjustments to Exchange Ratio. The component of the Exchange Ratio that is comprised of AOC Shares shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into AOC Shares or Centric Shares), reorganization, recapitalization or other like change with respect to AOC Shares or Centric Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time. 2.5 Entitlement of Cash Consideration. In any case where the aggregate cash consideration payable to a particular holder of Centric Shares under this Arrangement would, but for this provision, include a fraction of a cent, the cash consideration payable shall be rounded up to the nearest whole cent. 2.6 Post Effective Time Procedures.

(a) After the Effective Date, certificates formerly representing Centric Shares which are held by a Former Centric Shareholder will, except for Centric Shares held by Dissenting Shareholders, represent only the right to receive certificates representing AOC Shares, all in accordance with the terms of this Plan of Arrangement.

(b) On or promptly after the Effective Date, AOC shall deliver or arrange to be delivered to the Depositary certificates representing the AOC Shares required to be issued to Former Centric Shareholders in accordance with the provisions of Section 2.3 hereof, which certificates shall be held by the Depositary as agent and nominee for such Former Centric Shareholders for distribution to such Former Centric Shareholders in accordance with the provisions of Article 2 hereof.

(c) A Former Centric Shareholder who is an Eligible Holder and who has transferred a Centric Share to AOC pursuant to the Arrangement shall be entitled to make an income tax election, pursuant to section 85 of the ITA (and any analogous provisions of provincial income tax law) with respect to such transfer by providing two signed copies of the necessary election forms to an appointed representative, as directed by Centric or AOC, within 90 days following the Effective Date, duly completed with the details of the number of shares transferred and the applicable agreed amounts for the purposes of such election. Thereafter, subject to such election forms complying with requirements under the ITA (or applicable provincial income tax law), such forms shall be signed and returned to such Former Centric Shareholder within 90 days after the receipt thereof by AOC or any successor corporation for filing with the

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Canada Revenue Agency (or the applicable provincial tax authority). AOC or any successor corporation shall not be responsible for the proper completion of any election form and, except for the obligation to sign and return duly completed election forms which are received within 90 days of the Effective Date, AOC or any successor will not be responsible for any taxes, interest or penalties resulting from the failure of a Former Centric Shareholder to properly complete or file such election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation). In its sole discretion, AOC or any successor corporation may choose to sign and return an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so.

ARTICLE 3

RIGHTS OF DISSENT 3.1 Rights of Dissent. Holders of Centric Shares may exercise rights of dissent with respect to such shares pursuant to and in the manner set forth in Section 237 to 247 of the Business Corporations Act and this Section 3.1 (the “Dissent Procedures”) in connection with the Arrangement; provided that, notwithstanding Subsection 242(a) of the Business Corporations Act, the written objection to the Arrangement Resolution referred to in Subsection 242(a) of the Business Corporations Act must be received by Centric not later than 5:00 p.m. (Vancouver time) on the last Business Day preceding the Meeting Date. Holders of Centric Shares who duly exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their Centric Shares shall be deemed to have transferred such Centric Shares to AOC as of the Effective Time without any further act or formality and free and clear of all liens, claims and encumbrances, in consideration for the payment by AOC of the fair value thereof, in cash; or

(b) are ultimately not entitled, for any reason, to be paid fair value for their Centric

Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Centric Shares and shall receive AOC Shares on the basis determined in accordance with Section 2.3(a),

but in no case shall AOC, Centric or any other Person be required to recognize such holders as holders of Centric Shares after the Effective Time, and the names of such holders of Centric Shares shall be deleted from the registers of holders of Centric Shares at the Effective Time.

ARTICLE 4

CERTIFICATES AND FRACTIONAL SHARES 4.1 Exchange of Certificates for AOC Shares. AOC shall, as soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of certificates that, immediately before the Effective Time, represented a holder’s Centric Shares, together with a duly completed Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates under the Business Corporations Act and the articles of Centric and such additional documents and instruments as the Depositary may reasonably require, cause the Depositary to deliver to such holder a certificate representing that number of AOC Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to Section 4.2), together with the cash component of the Exchange Ratio, and the certificate so surrendered shall forthwith be

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cancelled. In the event of a transfer of ownership of Centric Shares which is not registered in the transfer records of Centric, a certificate representing the proper number of AOC Shares may be issued to the transferee, together with the cash component of the Exchange Ratio, if the certificate representing such Centric Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer to the transferee. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented one or more outstanding Centric Shares shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificate representing AOC Shares as contemplated by this Section 4.1, (ii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to AOC Shares as contemplated by Section 4.2; and (iii) the cash component of the Exchange Ratio. 4.2 Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to AOC Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Centric Shares that were exchanged pursuant to Section 2.3(b)(i), unless and until the holder of record of such certificate shall surrender such certificate in accordance with Section 4.1. Subject to applicable law, at the time of such surrender of any such certificate (or in the case of clause (ii) below, at the appropriate payment date), there shall be paid to the holder of record of the certificates formerly representing whole Centric Shares, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole AOC Share and (ii) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole AOC Share. 4.3 No Fractional Shares. No certificates or scrip representing fractional AOC Shares shall be issued upon the surrender for exchange of certificates pursuant to Section 4.1 and no dividend, stock split or other change in the capital structure of AOC shall relate to any such fractional security and such fractional interests shall not entitle the owner thereof to exercise any rights as a security holder of AOC. The aggregate number of AOC Shares for which no certificates are issued as a result of the foregoing provisions of this Section 4.3 shall be deemed to have been surrendered by the owners thereof, to AOC for no additional consideration at the Effective Time. 4.4 Lost Certificates. In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Centric Shares that were exchanged pursuant to Section 2.3(b)(i) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, one or more certificates representing one or more AOC Shares (and any dividends or distributions with respect thereto) deliverable in accordance with such holder’s Letter of Transmittal, together with the cash component of the Exchange Ratio. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom certificates representing AOC Shares are to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to AOC and its transfer agent in such sum as AOC may direct or otherwise indemnify AOC in a manner satisfactory to AOC against any claim that may be made against AOC with respect to the certificate alleged to have been lost, stolen or destroyed. 4.5 Extinction of Rights. Any certificate which immediately prior to the Effective Time represented outstanding Centric Shares that were exchanged pursuant to Section 2.3(b)(i) and not deposited, with all other instruments required by Section 4.1 on or prior to the third anniversary of

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the Effective Date shall cease to represent a claim or interest of any kind or nature as a shareholder of AOC. On such date, the AOC Shares to which the former registered holder of the certificate referred to in the preceding sentence was ultimately entitled, together with the cash component of the Exchange Ratio, shall be deemed to have been surrendered to AOC together with all entitlements to dividends, distributions and interest thereon held for such former registered holder. None of AOC, Centric or the Depositary shall be liable to any person in respect of any AOC Shares, or any of the cash component of the Exchange Ratio, (or dividends, distributions and interest in respect thereof) that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. 4.6 Withholding and Sale Rights. Each of AOC and the Depositary shall be entitled to deduct and withhold from (i) any AOC Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Centric Shares, or (ii) any dividend or consideration otherwise payable to any holder of Centric Shares or AOC Shares such amounts as AOC or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the AOC Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of AOC and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the AOC Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to AOC or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the AOC Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or AOC Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither of AOC or the Depositary shall be obligated to seek or obtain a minimum price for any of the AOC Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

ARTICLE 5

AMENDMENTS 5.1 Centric reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification and/ or supplement must be (i) set out in writing, (ii) approved by AOC, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to holders of Centric Securities if and as required by the Court. 5.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Centric at any time prior to the Meeting (provided that AOC shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

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5.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Meeting shall be effective only if (i) it is consented to by each of Centric and AOC, and (ii) if required by the Court, it is consented to by holders of the Centric Securities voting in the manner directed by the Court. 5.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by AOC, provided that it concerns a matter which, in the reasonable opinion of AOC, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of Centric Securities.

ARTICLE 6 FURTHER ASSURANCES

6.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done or executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

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SCHEDULE “C” SECTIONS 237- 247 OF THE BCBCA

Division 2 — Dissent Proceedings

Definitions and application

237 (1) In this Division:

“dissenter” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“notice shares” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“payout value” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement, or

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238(1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

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(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;

(h) in respect of any court order that permits dissent.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(iii) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and

(iv) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

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(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,

(b) a statement advising of the right to send a notice of dissent, and

(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and

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(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

(iii) the names of the registered owners of those other shares,

(iv) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

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(v) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(vi) the name and address of the beneficial owner, and

(vii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(viii) the date on which the company forms the intention to proceed, and

(ix) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,

(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,

(b) the certificates, if any, representing the notice shares, and

(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

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(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and

(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or

(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and

(c) make consequential orders and give directions it considers appropriate.

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(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or

(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass;

(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

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(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

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SCHEDULE “D” INTERIM ORDER


E-1

SCHEDULE “E” PRO FORMA FINANCIAL STATEMENTS


AFRICA OIL CORP. Pro Forma Consolidated Balance Sheet As at September 30, 2010(United states dollars, stated in thousands)(unaudited)

Africa Oil CentricCorp. Energy Corp. Adjustments Notes Pro forma

2(f)ASSETS

Current assetsCash 24,303$ 2,754$ (464)$ 2(a)(b)(d) 26,593$ Accounts receivable 1,847 46 - 1,893 Prepaid expenses 320 15 - 335

26,470 2,815 (464) 28,821 Long-term assets

Restricted cash 2,887 444 - 3,331 Other property and equipment 52 23 - 75 Oil and gas interest 92,820 4,129 55,887 2(a) 152,836

95,759 4,596 55,887 156,242

Total assets 122,229$ 7,411$ 55,423$ 185,063$

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilitiesAccounts payable and accrued liabilities 6,370$ 122$ 1,670$ 2(e) 8,162$ Payables due to related parties - 38 - 38 Current portion of convertible debenture 999 - - 999 Loans payable - - - -

7,369 160 1,670 9,199

Long-term liabilitiesConvertible debenture 526 - - 526

526 - - 526

Total liabilities 7,895 160 1,670 9,725

Shareholders' equityShare capital 89,585 17,267 45,407 2(b)(c),3(a) 152,259 Warrants 12,667 - - 12,667 Equity portion of convertible debenture 21,579 - - 21,579 Contributed surplus 4,094 6,628 (6,628) 2(c) 4,094 Deficit (13,408) (16,644) 14,974 2(c)(e) (15,078) Accumulated comprehensive income (183) - - (183)

Total shareholders' equity 114,334 7,251 53,753 175,338

Total liabilities and shareholders' equity 122,229$ 7,411$ 55,423$ 185,063$

AFRICA OIL CORP. Pro Forma Consolidated Statement of Operations, Comprehensive Loss and Deficit For the nine months ended September 30, 2010(United states dollars, stated in thousands except share and per share amounts)(unaudited)


ExpensesSalaries and benefits 770$ 87$ -$ 857$ Stock-based compensation 790 95 - 885 Interest and bank charges 76 - - 76 Travel 518 169 - 687 Management fees 173 118 - 291 Office and general 965 279 - 1,244 Depreciation 63 3 - 66 Professional fees 363 251 - 614 Stock exchange and filing fees 71 17 - 88

3,789 1,018 - 4,807 Other (income) expenses

Interest and other income (33) - - (33) Foreign exchange (gain)/loss (399) 43 - (356)

Loss and comprehensive loss for the period (3,357) (1,061) - (4,418)

Basic and diluted loss per share (0.04)$ (0.04)$

Weighted average number of shares outstanding for the purpose of calculating loss per shareBasic 77,440,607 30,155,555 3(b) 107,596,162Diluted 77,440,607 30,155,555 3(b) 107,596,162

AFRICA OIL CORP. Pro Forma Consolidated Statement of Operations, Comprehensive Loss and Deficit For the year ended December 31, 2009(United states dollars, stated in thousands except share and per share amounts)(unaudited)


2(f)Expenses

Salaries and benefits 807$ 198$ -$ 1,005$ Stock-based compensation 1,150 340 - 1,490 Interest and bank charges 176 - - 176 Travel 303 240 - 543 Management fees 204 58 - 262 Office and general 861 358 - 1,219 Depreciation 50 5 - 55 Professional fees 1,120 187 - 1,307 Stock exchange and filing fees 53 16 - 69 Acquisition related expenditures - - 1,670 2(e) 1,670

4,724 1,401 1,670 7,795 Other (income) expenses

Interest and other income (40) (2) - (42) Foreign exchange gain (3,326) - - (3,326)

Loss and comprehensive loss for the period (1,358) (1,399) (1,670) (4,427)

Basic and diluted loss per share (0.03)$ (0.05)$

Weighted average number of shares outstanding for the purpose of calculating loss per shareBasic 51,326,595 30,155,555 3(b) 81,482,150Diluted 51,326,595 30,155,555 3(b) 81,482,150

AFRICA OIL CORP. Notes to Pro Forma Consolidated Financial Statements As at and for the nine months ended September 30, 2010 and for the year ended December 31, 2009 (United states dollars; stated in thousands except share and per share amounts) (Unaudited)

1. Incorporation and Nature of Business: Africa Oil Corp. (collectively with its subsidiaries, “AOC” or “Company”) was incorporated on March 29, 1993 under the laws of British Columbia and is an international oil and gas exploration company based in Canada with oil interests in Kenya, Ethiopia, Puntland (Somalia), and Mali referred to as, East Africa. The accompanying unaudited pro forma consolidated financial statements as at and for the nine months ended September 30, 2010 and the year ended December 31, 2009 (collectively, the “pro forma financial statements”) have been prepared to reflect the definitive agreement whereby AOC acquires all of the issued and outstanding common shares of Centric Energy Corp. ("Centric"), a publicly traded oil and gas company listed on the TSX Venture Exchange. Pursuant to the agreement, AOC will acquire, by way of a plan of arrangement, all of the issued and outstanding common shares of Centric in consideration for 0.3077 AOC shares and $0.0001 for each common share of Centric. The pro forma financial statements have been prepared from information derived from and should be read in conjunction with:

The audited financial statements of AOC, together with the accompanying notes thereto, as at and for the years ended December 31, 2009 and December 31, 2008 and the unaudited interim financial statements as at and for the nine months ended September 30, 2010;

The audited financial statements of Centric, together with the accompanying notes thereto, as at and for the years ended December 31, 2009 and December 31, 2008 and the unaudited interim financial statements as at and for the nine months ended September 30, 2010;

The pro forma financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles. The unaudited pro forma consolidated balance sheet as at September 30, 2010 give effect to the transactions above and the assumptions in note 2 as if they occurred on September 30, 2010. The statement of operations for the nine months ended September 30, 2010 and statement of operations for the twelve months ended December 31, 2009 give effect to the transactions above and the assumptions in note 2 as if they occurred on January 1, 2009. In the opinion of Management, the pro forma financial statements include all the necessary adjustments for fair presentation. However, the pro forma financial statements may not be indicative of the results that actually would have occurred if the events reflected therein had been in effect on the dates indicated or of the results which may be obtained in the future. In preparing these pro forma financial statements, no adjustments have been made to reflect the operating synergies and administrative cost savings that may result from combining the operations of AOC and Centric. Accounting policies used in preparation of the pro forma consolidated statements are in accordance with those disclosed in AOC’s financial statements for the nine months ended September 30, 2010.

2. Pro Forma Adjustments and Assumptions: The unaudited pro forma consolidated balance sheet as at September 30, 2010 gives effect to the following assumptions and adjustments as if they occurred on September 30, 2010:

a. The pro forma financial statements reflect the Transaction accounted for as a business combination using the purchase method. The following summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition using CICA 1582:

Net assets acquired, at estimated fair value Oil and gas interests 59,562$ Property and equipment 23 Working capital 2,655 Restricted cash 444

62,684$ Consideration Shares issued 62,674$ Cash 10

62,684$

The above purchase price allocations have been determined from information available at this time and incorporates and reflects management’s preliminary assessment of the fair value of the net assets acquired. The allocation of the purchase price to the assets and liabilities of Centric will be finalized once the final fair values of the assets and liabilities have been determined, and accordingly, the purchase price equations are subject to change.

b. The pro forma financial statements assume that options outstanding which have an exercise price lower than the acquisition price per share determined given the exchange ratio in the definitive agreement have been exercised. The company estimates an additional 5,700,000 shares will be issued for gross proceeds of $546, or approximately $0.10 per share.

c. Shareholders’ equity has been adjusted to eliminate Centric’s share capital, contributed surplus and deficit.

d. The pro forma financial statements reflect a $1,000 payment required as a condition precedent in the definitive agreement in which Centric acquires the remaining 5% interest in Centric Energy (Kenya) Ltd. from an unrelated party.

The unaudited pro forma consolidated statement of operations, comprehensive loss and deficit for the nine months ended September 30, 2010 and the year ended December 31, 2009 gives effect to the following assumptions and adjustments as if they occurred on January 1, 2009:

e. The pro forma financial statements reflect an estimate of $1,670 in costs associate with executing the transaction including severance, legal and other professional fees.

f. As Centric’s consolidated financial statements are denominated in Canadian dollars, the pro forma consolidated financial statements have assumed average exchange rates, as per the Bank of Canada, to translate Centric’s consolidated statements of operations, comprehensive loss and deficit for the nine months ended September 30, 2010 and the year ended December 31, 2009. Centric’s consolidated balance sheet as at September 30, 2010 has been translated at period end exchange rates, as per the Bank of Canada.

3. Share Capital:

a. A continuity of pro forma consolidated share capital is provided below:

Shares Amount Shares AmountBalance, beginning of period 100,361,051 125,387 17,975,543 31,587 Shares issued to Centric share holders - - 30,155,555 62,674 Private placements, net of issue costs 25,416,666 23,176 37,421,018 17,231 Conversion of shareholder loans - - 6,521,601 3,765 Turkana acquisition - - 8,287,334 10,130 Assignment of blocks 12A and 13T 2,500,000 3,243 - - Farmout agreement f inder's fees 405,240 423 - - Exercise of options 20,000 30 - - Balance, end of period 128,702,957 152,259 100,361,051 125,387

September 30, 2010 December 31, 2009

b. Loss per share: Basic and diluted loss per share includes the effect of the acquisition of Centric as though it had occurred on January 1, 2009.

(basic and diluted)Nine Months Ended September 30, 2009

Year ended December 31, 2009

AOC's w eighted average number of shares outstanding 77,440,607 51,326,595

Shares issued on Centric acquisition 30,155,555 30,155,555

Pro forma w eighted average number of shares outstanding 107,596,162 81,482,150

F-1

SCHEDULE “F” FAIRNESS OPINION


CIBC World Markets Inc. Brookfield Place 161 Bay Street – 6th Floor Toronto, ON M5J 2S8 Tel: (416) 594-7000

November 26, 2010

The Board of Directors of Centric Energy Corp. 595 Howe Street – Suite 900 Vancouver, BC V6C 2T5

To the Board of Directors:

CIBC World Markets Inc. (“CIBC”, “we” or “us”) understands that Centric Energy Corp. (“Centric” or the “Company”) is proposing to enter into an arrangement agreement (the “Arrangement Agreement”) with Africa Oil Corp. (“Africa Oil” or the “Purchaser”) providing for, among other things, the acquisition by the Purchaser of all of the outstanding common shares (the “Shares”) of the Company (the “Proposed Transaction”).

We understand that pursuant to the Arrangement Agreement:

a) the Purchaser will acquire each of the issued and outstanding Shares in consideration for (i) 0.3077 common shares of Africa Oil and (ii) $0.0001 in cash (the “Consideration”);

b) the Proposed Transaction will be effected by way of a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia);

c) the completion of the Proposed Transaction will be conditional upon, among other things, approval by at least two-thirds of the votes cast by the shareholders of the Company (the “Shareholders”) who are present in person or represented by proxy at a special meeting (the “Special Meeting”) of such Shareholders and the approval of the Supreme Court of British Columbia; and

d) the terms and conditions of the Proposed Transaction will be described in a management information circular of the Company and related documents (the “Circular”) that will be mailed to the Shareholders in connection with the Special Meeting.

Engagement of CIBC

By letter agreement dated November 10, 2010 and effective as of November 2, 2010 (the “Engagement Agreement”), the Company retained CIBC to act as financial advisor to the Company and its Board of Directors (the “Board”) in connection with the Proposed Transaction and any alternative transaction that may arise. Pursuant to the Engagement Agreement, the Company has requested that we prepare and deliver to the Board our written opinion (the “Opinion”) as to the fairness, from a financial point of view, of the Consideration to be received by Shareholders pursuant to the Arrangement Agreement.

CIBC will be paid a fee for rendering the Opinion and will be paid an additional fee that is payable upon the completion of the Proposed Transaction or any alternative transaction. The Company has also agreed to reimburse CIBC for its reasonable out-of-pocket expenses and to indemnify CIBC in respect of certain liabilities that might arise out of our engagement.

2

Credentials of CIBC

CIBC is one of Canada’s largest investment banking firms with operations in all facets of corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. The Opinion expressed herein is the opinion of CIBC and the form and content herein have been approved for release by a committee of its managing directors and internal counsel, each of whom is experienced in merger, acquisition, divestiture and valuation matters.

Scope of Review

In connection with rendering our Opinion, we have reviewed and relied upon, among other things, the following:

i. a draft dated November 24, 2010 of the Arrangement Agreement;

ii. a draft of the form of Lock-up Agreement to be entered into by Centric management and the members of the Board;

iii. executed Lock-Up Agreements dated October 29, 2010 and entered into by certain shareholders of Centric;

iv. the audited annual financial statements and management’s discussion and analysis of Centric for the fiscal years ended December 31, 2007, 2008, and 2009;

v. the interim comparative unaudited financial statements and management’s discussion and analysis of Centric for the three months ended March 31, 2010 and June 30, 2010;

vi. a draft of the interim comparative unaudited financial statements and management’s discussion and analysis of Centric for the three months ended September 30, 2010;

vii. Centric’s management information circular dated August 19, 2010 relating to the annual meeting of shareholders held on September 23, 2010;

viii. Gustavson Associates Kenya Block 10BA Resource Evaluation Report dated January 1, 2010;

ix. Centric’s corporate presentation dated November 2010;

x. the audited annual financial statements and management’s discussion and analysis of Africa Oil for the fiscal years ended December 31, 2007, 2008, and 2009;

xi. the interim comparative unaudited financial statements and management’s discussion and analysis of Africa Oil for the three months ended March 31, 2010, June 30, 2010 and September 30, 2010;

xii. the annual information form of Africa Oil for the year ended December 31, 2009;

xiii. the management information circular of Africa Oil dated April 20, 2010 relating to the annual meeting of shareholders held on May 27, 2010;

xiv. Gaffney, Cline & Associates Contingent and Prospective Resources Report dated January 4, 2010;

xv. a due diligence report dated November 2010 prepared by Bond Pearce LLC with respect to certain commercial agreements relating to or entered into by Africa Oil;

xvi. Africa Oil’s corporate presentation dated October 2010;

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xvii. certain internal financial, operational, sub-surface, corporate and other information prepared or provided by the management of Centric and Africa Oil, including internal operating and financial budgets and projections;

xviii. selected public market trading statistics and relevant financial information of the Company, Africa Oil and other public entities;

xix. selected financial statistics and relevant financial information with respect to relevant precedent transactions;

xx. selected relevant reports published by equity research analysts and industry sources regarding the Company, the Purchaser and other comparable public entities;

xxi. a certificate addressed to us, dated as of the date hereof, from two senior officers of the Company, as to the completeness and accuracy of the Information (as defined below); and

xxii. such other information, analyses, investigations, and discussions as we considered necessary or appropriate in the circumstances.

In addition, we have participated in discussions with the Board and members of the senior management of the Company and Africa Oil regarding the past and current business operations, financial condition and future prospects of the Company and the Purchaser, as applicable. We have also participated in discussions with DuMoulin Black LLP, external legal counsel to the Company, concerning the Proposed Transaction, the Arrangement Agreement and related matters.

Assumptions and Limitations

Our Opinion is subject to the assumptions, qualifications and limitations set forth below.

We have not been asked to prepare and have not prepared a formal valuation or appraisal of any of the assets or securities of the Company, the Purchaser or any of their respective affiliates and our Opinion should not be construed as such, nor have we been requested to identify, solicit, consider or develop any potential alternatives to the Proposed Transaction.

With your permission, we have relied upon, and have assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Company or its affiliates or advisors or otherwise obtained by us pursuant to our engagement, and our Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to or attempted to verify independently the accuracy, completeness or fairness of presentation of any such information, data, advice, opinions and representations. We have not met separately with the independent auditors of the Company or Africa Oil in connection with preparing this Opinion and with your permission, we have assumed the accuracy and fair presentation of, and relied upon the audited financial statements of the Company and Africa Oil and the reports of the auditors thereon and the interim unaudited financial statements of the Company and Africa Oil.

With respect to the historical financial data, operating and financial forecasts and budgets provided to us concerning the Company and Africa Oil and relied upon in our financial analyses, we have assumed that they have been reasonably prepared on bases reflecting the most reasonable assumptions, estimates and judgements of management of the Company and Africa Oil, having regard to the business, plans, financial condition and prospects of the Company and Africa Oil.

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We have also assumed that all of the representations and warranties contained in the Arrangement Agreement are correct as of the date hereof and that the Proposed Transaction will be completed substantially in accordance with its terms and all applicable laws and that the Circular will disclose all material facts relating to the Proposed Transaction and will satisfy all applicable legal requirements.

The Company has represented to us, in a certificate of two senior officers of the Company dated the date hereof, among other things, that the information, data and other material (financial or otherwise) provided to us by or on behalf of the Company, including the written information and discussions concerning the Company referred to above under the heading “Scope of Review” (collectively, the “Information”), are complete and correct at the date the Information was provided to us and that, since the date of the Information, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its affiliates and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the Opinion.

We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning the Proposed Transaction or the sufficiency of this letter for your purposes.

Our Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company as they are reflected in the Information, and Africa Oil, as they are reflected in the information provided to us by or on behalf of Africa Oil, including the written information and discussions concerning Africa Oil referred to above under the heading “Scope of Review”, and as they were represented to us in our discussions with management of the Company, Africa Oil and their respective affiliates and advisors. In our analyses and in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business, markets and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction.

The Opinion is being provided to the Board for its exclusive use only in considering the Proposed Transaction and may not be published, disclosed to any other person, relied upon by any other person, or used for any other purpose, without the prior written consent of CIBC. Our Opinion is not intended to be and does not constitute a recommendation to the Board as to whether they should approve the Arrangement Agreement nor as a recommendation to any Shareholder as to how to vote or act at the Special Meeting or as an opinion concerning the trading price or value of any securities of the Company or Africa Oil following the announcement or completion of the Proposed Transaction.

CIBC believes that its financial analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to carry out such could lead to undue emphasis on any particular factor or analysis.

The Opinion is given as of the date hereof and, although we reserve the right to change or withdraw the Opinion if we learn that any of the information that we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, we disclaim any obligation to change or withdraw the Opinion, to advise any person of any change that may come to our attention or to update the Opinion after the date of this Opinion.

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Opinion

Based upon and subject to the foregoing and such other matters as we considered relevant, it is our opinion, as of the date hereof, that the Consideration to be received by Shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to Shareholders.

Yours very truly,

DIRECTORS' APPROVAL

The contents and the sending of the Notice of Meeting and this Circular have been approved by the Board of Centric.

DATED: January 5, 2011

ON BEHALF OF THE BOARD OF DIRECTORS OF


"Alec Robinson"

President and Chief Executive Officer

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