Panoro Energy ASA

M&A Activity • Dec 31, 2020

Panoro Energy Announces Extension of Long Stop Date for Sale of Aje

Panoro Energy Announces Extension of Long Stop Date for Sale of Aje

Oslo, 31 December 2020 - Panoro Energy ASA (the "Company" or "Panoro" with OSE

Ticker: "PEN") is pleased to announce that PetroNor E&P Limited ("PetroNor") and

Panoro have reached an agreement to extend the completion long stop date for the

previously announced sale of its fully-owned subsidiaries that hold 100% of the

shares in Pan Petroleum Aje Limited ("Pan Aje") ("the Transaction"). The

original long stop date was December 31, 2020, being the date by which

authorisation of the Nigerian Department of Petroleum Resources and the consent

of the Nigerian Minister of Petroleum Resources were required to have been

received. The amended long stop date to complete the Transaction is now June 30,

The regulatory approval process in Nigeria is well underway but has been delayed

by the COVID 19 pandemic. The process is in an advanced stage and is expected to

resume following the holiday period and to complete afterward.

As previously announced, following completion of the Transaction, Panoro's

intention is to declare a special dividend and distribute to its shareholders

USD 10 million equivalent in Petronor shares in order for Panoro shareholders to

retain a direct listed exposure to Aje/OML 113.

PetroNor had also in 2019 entered into separate agreements with the OML 113

operator Yinka Folawiyo Petroleum ("YFP") to create a holding company to exploit

the substantial gas and liquids reserves at Aje. The regulatory process for this

agreement is aligned with the Transaction and is expected to be approved

concurrently.

Panoro and PetroNor have also taken the opportunity to review the deferred

contingent element of the Transaction, reflecting the changed macro-economic

background since the original announcement in 2019. Under the original

agreement, once PetroNor had recovered all its costs related to their future

investments to bring Aje gas into production, PetroNor was to pay to Panoro

additional consideration of USD 0.15 per 1,000 cubic feet of the natural gas

sales, such additional consideration being capped at USD 25 million. The amended

terms are for the consideration to be USD 0.10 per 1,000 cubic feet with the

additional consideration being capped at USD 16.67 million.

All other terms and conditions of the Transaction remain unchanged.

This announcement is subject to disclosure pursuant to section 5-12 of the

Norwegian Securities Trading Act.

Enquiries

Panoro Energy ASA                                       +44 203 405 1060

John Hamilton, Chief Executive Officer         investors@panoroenergy.com

About Panoro Energy

Panoro Energy ASA is an independent E&P company based in London and listed on

the Oslo Stock Exchange with ticker PEN. The Company holds high quality

production, exploration and development assets in Africa, namely the Dussafu

License offshore southern Gabon, OML 113 offshore western Nigeria and Sfax

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

more information, please visit the Company's website at www.panoroenergy.com.