PetroNor E&P ASA

Investor Presentation • Nov 25, 2019

Corporate Presentation

November 2019

Disclaimer

This Presentation has been prepared by PetroNor E&P Limited (Company).

Summary information

This Presentation contains summary information about the Company and its subsidiaries (Company Group) and their activities. The information in this Presentation does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with the Company's other periodic and continuous disclosure announcements lodged with Oslo Axess, which are available at www.oslobors.no

Not financial product advice

This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Australian law or the law of any other jurisdiction. This Presentation is not financial advice, a recommendation to acquire Company shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of Company shares.

Future performance

This Presentation contains certain forward looking statements. The words anticipated, expected, projections, forecast, estimates, could, may, target, consider and will and other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. This difference may be due to various factors, including, among others: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; the outcome of negotiations, conclusions of economic evaluations and studies; changes in project parameters and returns as plans continue to be refined; future price of oil and gas; drilling risks; political instability; insurrection or war; arbitrary changes in law; delays in obtaining governmental approvals or financing or in the completion of development activities. The forward looking statements in this Presentation speak only as of the date of this Presentation. To the full extent permitted by law, the Company and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions. Nothing in this Presentation will under any circumstances create an implication that there has been no change in the affairs of Company Group since the date of this Presentation.

Investment risk

An investment in the Company shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company Group. The Company does not guarantee the performance of the Company or any particular rate of return on the performance on the Company Group, nor does it guarantee the repayment of capital from the Company or any particular tax treatment.

Not an offer

This Presentation is not and should not be considered an offer or an invitation to acquire Company shares or any other financial products and does not and will not form any part of any contract for the acquisition of the Company shares. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Company shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Competent person statements

The information in this Presentation relating to hydrocarbon resource estimates for Gambia and Senegal includes information compiled by Dr Adam Law, Geoscience Director of ERC Equipoise Ltd. Dr Law, is a post-graduate in Geology, a Fellow of the Geological Society and a member of the Society of Petroleum Evaluation Engineers. He has 18 years relevant experience in the evaluation of oil and gas fields and exploration acreage, preparation of development plans and assessment of reserves and resources. Dr Law has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears. The information in this Presentation relating to hydrocarbon resource estimates for Congo-Brazzaville includes information compiled by AGR Petroleum Services AS ("AGR"). AGR has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears.

Disclaimer

The Company's advisers have not authorised, permitted or caused the issue, lodgement, submission, despatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by the advisers. To the maximum extent permitted by law, the Company, its representatives, advisers and their respective officers, directors, employees, agents or controlling persons (collectively, the Representatives) expressly disclaim all liabilities in respect of, and make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Presentation or in any other documents furnished by the foregoing persons.

Statements made in this Presentation are made only at the date of this Presentation. The information in this Presentation remains subject to change without notice.

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Company Overview

Company Overview

> Full cycle Sub-Saharan Africa focused independent

• Diversified portfolio: 4 countries, 6 licences

• Listed on Oslo Axess since May 2014

• Supportive strategic shareholder: Petromal, part of the Abu Dhabi based National Holding Group

• Active retail shareholder base to promote liquidity

Snapshot
Listing	OAX (PNOR)
Shares on Issue	971,665,288
Market Cap6	NOK 1.05B USD 115M
Share Price6	NOK 1.08
Stock Options4	3,283,137
Debt5	USD 4.7M
Cash5	USD 15.7M
No. of employees	24

Portfolio Footprint

1) Congo-B: Independent competent person's report prepared by AGR, volumes as of 1 Jan 2019 adjusted to 1 Jan 2020 by subtracting estimated 2019 production (actuals including October plus Nov-Dec budget), Nigeria: company numbers, subject to completion of contract; 2) ERC Equipoise, assets in dispute; 3) Includes 520 bbl/d from OML 113 interest which is subject to contract completion; 4) Excludes 319,446,740 unvested warrants due to expire on 31 Dec 2019; 5) Unaudited consolidated group figures as at 31 Oct 2019, cash figure excludes restricted cash, debt refers to bank debt; 6) Closing price 22 Nov 2019 4

PetroNor History

Experienced Board and Management Team

Jens Pace: CEO & Executive Director

• 30 years at BP, and heritage company Amoco, gaining E&P leadership experience in Africa, Europe and Russia

• Managed an active exploration portfolio for BP in North Africa

• Additional experience in the areas of field development and as commercial manager

Stephen West: CFO & Executive Director

• 25+ years of financial and corporate experience from public practice, oil & gas, mining and investment banking

• Chartered Accountant with Bachelor of Commerce (Accounting and Business Law)

• Proven track record working with listed growth companies, particularly in the resource sector

Knut Søvold: COO & Executive Director

• 30 years' E&P experience (executive and technical)

• Worldwide field & license experience. Previously part of mgt team of Snorre Field producing 200kboepd, West Africa focus since 2000

• MSc in Petroleum from The Institute of Technology in Trondheim

Gerhard Ludvigsen: Business Development Manager

• Founder of several companies in Norway and internationally within oil & gas and other ventures

• Instrumental in establishing Pangea LNG

• Strong network in the international E&P industry with extensive experience in deal sourcing

Michael Barrett: Exploration Director

• 20+ years global exploration experience incl. Chevron and Addax

• Specialised in Play and Prospect risk assessment, volumetric analysis, commercial evaluation and portfolio management

• Background in quantitative geophysics, stratigraphic interpretation workflows and 3D visualisation

Claus Frimann-Dahl: Chief Technical Officer

• 30 years' E&P experience (technical & management)

• Operator experience incl. Phillips Petroleum, Norsk Hydro & Hess

• Co-founder of Ener Petroleum, subsequently acquired by Dana/KNOC

• BSc in Petroleum Engineering from Texas A&M University and an MSc from The Institute of Technology in Trondheim

• 20+ years international E&P experience (full-cycle), including several years with Schlumberger

• Currently the CEO of Petromal part of National Holding Group

• Master in Energy and Mineral Economics from Colorado School of Mines and a BSc in Chemical Engineering

Other Non-Executive Board Members: David King & Timothy Turner

Joseph Iskander: Non-Executive Director

• 20 years of experience in the financial services industry, covering asset management, private equity, portfolio management, financial restructuring, research, banking, and audit

• Currently Director of Private Equity at EIIC part of the National Holding Group

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Full cycle, Sub-Saharan focused E&P company focused on growing production and reserves by leveraging existing assets to capitalise on new venture opportunities combined with targeted high impact exploration. With strategic and long term shareholders from Abu Dhabi and Norway, PetroNor will look to capitalise on the industry experience and government relations in these jurisdictions. "

PetroNor will aim to steadily build and increase its reserve base while using free cash flow to pursue defined exploration targets in selected and highly prospective basins with a view to delivering significant value to its shareholders from high impact wells. "

PetroNor Value Creation Case Example

Demonstrated Ability to Create Shareholder Value

• ~29x Return On Investment in less than three years on PNGF Sud

• Determined to continue value accretive growth from both organic and inorganic growth opportunities

• Increase net production from 2,820 bbl/d to 30,000 boe/d within 3 years

Significant Organic Growth Potential

• Further increase production and prolong production plateau through infill drilling programme in PNGF Sud

• Re-development of Aje Field (OML 113) to realise full field potential

• Expand asset base through finalisation of PNGF Bis licence

• Resolve disputed exploration blocks in The Gambia and Senegal

Grow PetroNor Into a Leading E&P Independent Through M&A

Utilise extensive Sub-Saharan network and government relations, strategic shareholder, existing listing and strong cash flow to access opportunities leading to transformational growth in reserves and production

1) 84% of current PNOR market capitalization

New Ventures: Targeting Transformational Growth

• Focused on production enhancement and targeted exploration opportunities in Sub-Saharan Africa

• Leveraging expertise in improved recovery and gas monetisation to identify undeveloped potential in currently producing assets

• Capitalise on management and major shareholder's relationships in various jurisdictions

• Manageable entry costs with robust economics to support project financing

• Access to operatorship roles to control scope and pace of investment

Strong ESG Commitment

Environmental Social Governance

• We strive to minimize any adverse impact on the environment

• We always undertake Environmental Social Impact Assessments (ESIA) prior to all major activities & communicate results to stakeholders

• In Nigeria, our plans for the Aje project have a positive impact through the elimination of existing gas flaring (equivalent to removing the CO2 produced by 55,000 cars)

• Gas development will also lead to displacement of gasoline used for power generation in Lagos

• Our commitment to operating responsibly is evidenced by a history of social projects undertaken by the leadership

• The Power to Educate initiative is focused on improving conditions for families in areas with no access to electricity

• Other projects include human capacity development and access to quality health care

• In Congo-B, 5% of net profits are invested in local community education initiatives

• We adhere to best practice corporate governance standards

• Our business development model includes increased access to opportunities through the formation of subsidiary companies with local partners

• This indirect ownership is supported by careful selection of local leadership and strong representation on subsidiary boards to ensure high quality governance

• Use contemplated re-domiciliation to improve Board of Directors diversity

Asset Overview

Diversified Portfolio in Sub-Saharan Africa

Portfolio Overview

High Margin Production From Congo-Brazzaville Assets

• Net production of ~2,300bbl/d (OPEX ~USD 12/bbl)

• 2018 free cash flow from operations of USD 11.5M

• Operated by Perenco since Jan 2017, production increased by 50% and OPEX decreased by 40%

• 2020 infill drilling program targeting to increase production to 2,700bbl/d

Producing Asset With Significant Upside in Nigeria

• 17.415% economic interest in OML 113 (Aje Field)1

• Forming new SPV with Operator (YFP) to provide technical assistance, align partners and progress development of gas resources

• Initial net production of 520bbls/d with significant upside potential through phased development of 2C resource

Material Exploration Potential From Disputed Assets

• The Gambia/Senegal licences in dispute & subject to ICSID arbitration regarding title status

• Expect to resolve disputes either through arbitration or settlement

Resource and Production Overview

Net Resources (mmboe)	Net Production
2P	2C	Prospective	bbl/d
PNGF Sud & PNGF Bis2 Congo Brazzaville –
10.8	7.3	-	2,300
Nigeria - OML 113 (Aje Field) 1
0.4	17.4	-	520
A1 & A4 3 The Gambia –
-	-	3,079	-
ROP & SOSP 3 Senegal –
-	-	1,779	-
11.2	24.7	4,858	2,820

Production Profile

Congo-Brazzaville: PNGF Sud (10.5% net interest)

• New license group from 1 January 2017 with Perenco as new operator - production increased 50% combined with significant cost improvements

• Shallow waters (80-100m) seven steel jackets as drilling or processing centers

• Further potential to increase production through workover and infill drilling

• 2018 actual gross production 20,241 bbl/d

• Operator gross production budget for 2019 of 21,239 bbl/d (YTD average 22,093 bbl/d)

• Oil exported through the Djeno terminal

• Off-take agreement with ENI in place effective from January 2019

40% 20%1 15% 10% Continent Congo S.A. 10% 5% Operator

Field	Start year	2P	Reserves & resources 2C	Current Production3	Producing wells	STOOIP	Recovery Factor4
		mmbbl	mmbbl	bbl/d	#	mmbbl	%
Tchibouela	1987	56.6	8.8	13,960	34	902	38
Tchendo	1991	19.0	10.7	4,115	18	790	9 (2 - 35)
Tchibeli	2000	14.1	9.7	2,750	3	144	16
Litanzi	2006	12.8	-	1,100	1	74	13
Total		102.5	29.2	21,925	56	1,910

• Litanzi currently developed by one producing well and one water injector drilled from the Tchendo platform

• Current production 1,100 bbl/d gross (115 bbl/d net) with ~9 mmbls recovered from a STOIIP of 54-74 mmbls

• Infill drilling commencing 2020 with estimated increase in production to 4,000 bbl/d gross (420 bbl/d net)

• Drilling two infill producing wells and two infill injector wells to target proven undeveloped reserves in unswept fault terraces

• Estimated improved recovery of 8-12 mmbbls over 'do nothing' case of continued one well production

• Forecast increased recovery factor from current 13% up to 27%

• Efficient development plan includes repurposing of jack-up rig as a low cost well head platform

• Total expected capex of USD 100M gross (USD 10.5M net)

• Economics attractive for reserve additions with between \$8.33 and \$12.50/bbl capex

Jack-up Ben Rinnes (Dagda), built in 1973 to be converted for Litanzi production platform

Congo-Brazzaville: PNGF Bis (14.7% net interest)

• Adjacent to PNGF Sud, containing the Louissima and Louissima SW discoveries

• Louissima SW 2C Resource estimate of 29 mmbbls of 41o API oil in 2019 CPR

• PetroNor has right to enter the licence with operator (Perenco) subject to agreement on final terms with the government

• Perenco is leading the negotiations, expected to conclude during 2020

• Proven reserves in Louissima SW to be appraised and developed in a phased approach to manage uncertainty

• Early production scheme planned prior to decision to proceed with full development

• Development plan is to use low cost jack-up with minimum topside upgrading and 11 km catenary pipeline to Tchibouela

• Significant potential upside from Louissma discovery of 46o API oil to be appraised

Resources ESTIMATED

mmbbl mmbbl USDm

Operator

Project 2C STOIIP CAPEX

57%

28%1

15%

Nigeria: OML 113 (Aje Field) – Transaction Summary

Partners Transaction Rationale

• Low cost entry ticket via acquisition of Panoro's Nigerian entities to access significant proven resource potential

• USD 10M payable in PetroNor shares ¹ for

  • 34% participating interest in OML 113
  • PetroNor economic interest starting at 17.415%2 and expected to reach 24% within 3 years based on project payout phases
  • Future consideration of up to USD 25M based on gas production royalty in a success case

• New SPV being formed with Operator (YFP) to provide technical assistance, align partners and progress development of liquid and gas resources

• Delivers initial net production rate of 520 bbl/d to PetroNor

Nigeria: OML 113 (Aje Field) – Forward Plan

Current Status and Challenges

• Underperforming field with material potential

• History of disputes between shareholders

Value Creation Opportunities

• Updated field development plan

• Align and establish common interest amongst shareholders

• Apply technical solutions for FPSO and gas production / reinjection

• Net 2C resource of 17.4 mmboe, expected to be converted to 2P reserves upon approval of development plan

• Successful development of condensate and associated gas could increase net production up to 3,000 boepd

• Favourable tax regimes with indigenous partner in PSA (YFP)

Production Profile

Rubicon Offshore's "Front Puffin" FPSO on the Aje field

The Gambia and Senegal – Disputed High Impact Assets

History

• Early entry into The Gambia / Senegal margin as a high risk frontier exploration opportunity

• 90% working interest in Senegal, 100% The Gambia ¹

• USD 100M invested historically on seismic, technical work and licence fees

• Multiple prospects identified and promoted to potential partners and subsequently de-risked by discoveries in neighbouring licences

• Industry wide oil crisis in 2015/16 impacted funding for delivery of work program leading to breakdown in government relations

• Disputed licence status escalated to ICSID arbitration as per specified resolution mechanism in respective agreements

• PetroNor is reserving rights to all blocks including those re-awarded to Total (Senegal) in 2017 and BP (The Gambia) in 2019

• Progression of legal process to conclusion by 2023 with respective ICSID tribunal rulings

• Preference for early negotiated settlement that is acceptable to all parties

Summary

• Sub-Saharan Africa focused E&P independent with proven track record

• Full-cycle platform with significant upside

• Near term reserves and production growth from existing assets

• Strong operational experience and partnerships

• Extensive network in Africa ensuring strong deal pipeline

• Targeting transformational growth through focused M&A

• Well positioned to deliver near-term growth and shareholder value

Appendix

Introduction

• Petromal is the energy arm of The National Holding group (NH) which is a multi billion USD entity and one of Abu Dhabi's leading privately owned investment groups

• Business interests in financial services, manufacturing, industry, property development, general trading and oil & gas

• Strategically positioned synergies with the Abu Dhabi Government economic vision for 2030 provides unrivaled corporate strength and niche industry positioning within the UAE

• NH invests mainly in key growth sectors in the UAE and the MENA region, but also have a growing international portfolio of investments

Worldwide Operations

investment or through strategic public and private partnerships.

• EIIC is an international financial investment corporation which enhances its standing and competitive position in local, international & global markets through identifying and responding to strategic investment opportunities.

• An integrated oil & gas company focused on the Upstream and Downstream while developing services to the industry through direct

• A property company, focused on designing, developing and managing thriving master-planned communities, residential and office towers, and world-class education facilities in major cities across the region and beyond.

• An active player within the industrial and manufacturing sector with presence across multiple clusters including synthetic materials, plastics, Agri-business, infrastructure, and building materials.

• Rise General Trading manages a portfolio of companies covering travel industry, mechanical electrical & plumbing, automotive services, architecture & engineering consulting, and to continues seek profitable investments in sectors such as franchising, logistics and services.

• Food security is a major component of the economic security as well as the national security; and as part of our strategic commitment for the UAE, we have invested in the agriculture industry.

Congo-Brazzaville: Strong Production and Upside Potential

1) Independent competent person's report prepared by AGR as of 1 Jan 2019, volumes above adjusted to 1 Jan 2020 by subtracting estimated 2019 production (actuals including October plus Nov-Dec budget) 2) Independent competent person's report prepared by AGR, 1 Jan 2019 3) PetroNor, Perenco and SNPC have the right to negotiate with the Republic of Congo, in good faith, license terms to enter into PNGF Bis 3) Management estimates based on current information available from operator

Contact Details

PETRONOR E&P LIMITED

UK Office:

48 Dover Street London W1S 4FF

T: +44 (0) 203 655 7810 F: +44 (0) 207 106 7762

info@petronorep.com www.petronorep.com

Norway Office:

Frøyas gate 13 0273 Oslo

T: +47 22 55 46 07 F: +47 64 00 27 65

UAE Office:

M Floor, Al Heel Tower Al Khalidiya Abu Dhabi

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