Panoro Energy ASA

Share Issue/Capital Change • Mar 8, 2021

Panoro Energy ASA - Approval of Prospectus and Commencement of Subsequent Offering

Panoro Energy ASA - Approval of Prospectus and Commencement of Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR SUBSCRIBE OF

ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 8 March 2021 - Panoro Energy ASA (the "Company" or "Panoro" with OSE

Ticker PEN) is pleased to announce that the Norwegian Financial Supervisory

Authority on Friday 5 March approved a listing and offering prospectus for

Panoro Energy ASA (the "Prospectus").

Reference is made to the stock exchange announcement of 10 February 2021 by

Panoro regarding the potential subsequent offering of up to 5,500,000 new shares

(the "Subsequent Offering") to be carried out by the Company following the

completion of a private placement with gross proceeds of US$ 70 million

(equivalent to approximately NOK 593 million) (the "Private Placement"). The

Subsequent Offering will commence at 12:00 hours (CET) today and end at 16.30

hours (CET) on Monday 15 March 2021 (the "Subscription Period"). The

subscription price in the Subsequent Offering is NOK 15.50 per Offer Share (the

"Subscription Price"), which is equal to the subscription price in the Private

Placement.

In the Subsequent Offering, Eligible Shareholders, being shareholders of the

Company as of close of the Oslo Stock Exchange on 9 February 2021 (and being

registered as such with the Norwegian Central Securities Depository ("VPS") on

11 February 2021, pursuant to the two days' settlement procedure in the VPS (the

"Record Date") who (i) were not allocated shares in the Private Placement; (ii)

were not invited to subscribe for shares in the pre-sounding of the Private

Placement; and (iii) are not resident in a jurisdiction where such offering

would be unlawful or, for jurisdictions other than Norway, would require any

prospectus, filing, registration or similar action, will be granted non

-transferable subscription rights (the "Subscription Rights") that, subject to

applicable law, provide preferential rights to subscribe for and be allocated

Offer Shares at the Subscription Price (as defined below).

Eligible Shareholders will be granted 0.171142 Subscription Rights for each

share registered as held by such Eligible Shareholder on the Record Date,

rounded down to the nearest whole Subscription Right. Each whole Subscription

Right provides a preferential right to subscribe for, and be allocated, one

Offer Share at the Subscription Price, subject to applicable securities laws.

Over-subscription is permitted, but there can be no assurance of the number of

shares that will be available for allocation pursuant to over-subscription.

Further instructions regarding the subscription procedure is available in the

Prospectus.

The Prospectus will be available electronically at:

www.panoroenergy.com/investors/prospectus and

www.paretosec.com/updates/transactions or by contacting Pareto Securities AS.

This information is subject to the disclosure requirements pursuant to Section 5

-12 the Norwegian Securities Trading Act.

Enquiries

Qazi Qadeer, Chief Financial Officer

Tel: +44 203 405 1060

Email: investors@panoroenergy.com

About Panoro Energy

Panoro Energy ASA is an independent exploration and production company based in

London and listed on the main board of the Oslo Stock Exchange with the ticker

PEN. Panoro holds production, exploration and development assets in Africa,

namely the Dussafu License offshore southern Gabon, OML 113 offshore western

Nigeria (held-for-sale, subject to completion), and the TPS operated assets,

Sfax Offshore Exploration Permit and Ras El Besh Concession, offshore Tunisia.

Subject to completion of certain conditions, Panoro has also farmed-into an

exploration Block 2B, offshore South Africa and acquired a producing interest in

Block G, offshore Equatorial Guinea.

Visit us at www.panoroenergy.com.

Follow us on Linkedin (https://www.linkedin.com/company/panoro-energy)