SEPLAT Petroleum Development Company Plc – s. 38(3)

Headnote

Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its preliminary and final offering documents to the effect that the filer intends to make and/or has made application to (A) the FCA for the New Ordinary Shares to be admitted to the standard listing segment of the Official List maintained by the FCA, (B) the LSE for the Shares to be admitted to trading on its main market for listed securities and (C) the NSEC and to the Council of the Nigerian Stock Exchange for the Ordinary Shares to be admitted to the Official Trading List of the Nigerian Stock Exchange.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3).

March 20, 2014

Attention: Mr. Matthew Lippa

Re: SEPLAT Petroleum Development Company Plc (the Corporation)

Application for Permission under s. 38(3) of the Securities Act (Ontario).

Pursuant to an application dated March 14, 2014 (the Application), SEPLAT Petroleum Development Company Plc applied for permission to include in its preliminary and final Canadian Offering Memorandums (as defined below) a representation that application has been made to list its Ordinary Shares (the Ordinary Shares) offered in Ontario under that document on (A) the standard listing segment of the Official List of the UK Financial Conduct Authority (FCA) (B) trading on the London Stock Exchange's (LSE) main market for listed securities and (C) trading on the Official Trading List of the Nigerian Stock Exchange. The Filer has represented that:

1 The Corporation is incorporated under the laws of the Federal Republic of Nigeria and registered with the Corporate Affairs Commission of Nigeria under number RC824838.

2 The Corporation is currently not a reporting issuer or the equivalent under the securities legislation of any province or territory of Canada.

3 The Corporation is proposing to issue Ordinary Shares by way of an initial public offering (the Capital Raise). The Capital Raise is being made by way of prospectus (the Prospectus) in the United Kingdom and certain other jurisdictions where the extension or availability of the Capital Raise would not breach any applicable law.

4 The Ordinary Shares are a new issuance by the Corporation and are not currently listed on any stock exchange or quotation system.

5 The Corporation will apply for the Ordinary Shares to be admitted to (A) the standard listing segment of the Official List of the FCA (B) trading on the LSE's main market for listed securities and (C) trading on the Official Trading List of the Nigerian Stock Exchange. The Corporation is under the understanding that the FCA and the Nigerian Securities and Exchange Commission (NSEC) will only approve the Prospectus on the day it is dated, and that neither the FCA, the LSE or the NSEC will provide it with written confirmation indicating that it does not object to the Listing Representations (as defined below) or that it consents to the Listing Representations, other than its eventual formal approval of the Prospectus. As a result of the foregoing timing, formal application will not have been made nor will the FCA, the LSE or the NSEC have granted approval (conditional or otherwise) to the listing of the Ordinary Shares at the time of distribution of the Prospectus.

6 It is contemplated that the Capital Raise will be made by way of the Private Placement in the Canadian provinces of Ontario and Quebec.

7 The Canadian placement agent(s) for the Capital Raise will rely on appropriate exemptions from the prospectus requirements, and will either rely on the "international dealer" exemption to the registration requirements, or will be appropriately registered under the Securities Act (Ontario), when distributing securities to residents of Ontario.

8 Prospective investors in Ontario and Quebec will be "Accredited Investors" in accordance with National Instrument 45-106 Prospectus and Registration Exemptions and "Permitted Clients" in accordance with National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

9 In connection with the Private Placement, it is expected that prospective investors in Ontario and Quebec will be provided a preliminary and final offering memorandum (collectively theCanadian Offering Memorandums) that incorporate the preliminary or final Prospectus, as the case may be.

10 The Corporation will indicate in the Prospectus that the Corporation intends to make and/or has made application to (A) the FCA for the New Ordinary Shares to be admitted to the standard listing segment of the Official List maintained by the FCA, (B) the LSE for the Shares to be admitted to trading on its main market for listed securities and (C) the NSEC and to the Council of the Nigerian Stock Exchange for the Ordinary Shares to be admitted to the Official Trading List of the Nigerian Stock Exchange (the Listing Representations).

Based upon the representations above and the representations contained in your letter dated March 14, 2014, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include Listing Representations in the Canadian Offering Memorandums.