Panoro Energy ASA

Share Issue/Capital Change • Oct 22, 2019

Panoro Energy ASA - Contemplated Private Placement

Panoro Energy ASA - Contemplated Private Placement

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

INDIRECTLY, IN 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 OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 22 October 2019 - Panoro Energy ASA ("Panoro" or the "Company" with OSE

Ticker "PEN") has engaged Arctic Securities AS (the "Manager") to assist the

Company in a contemplated equity private placement (the "Private Placement")

through the issuance of up to 6,238,760 new shares (the "New Shares" ),

representing a maximum of 10% of the outstanding number of shares of the Company

prior to the issue of New Shares. The net proceeds from the Private Placement

will be mainly used to fund Panoro's share of exploration and Phase 3

expenditure of the future work program on the Dussafu permit ("Dussafu"),

offshore Gabon, as well as for new exploration ventures identified and for

general corporate purposes. Panoro's growth in Tunisia is to be funded from cash

generative production and existing cash balances.

The New Shares will be offered at a price determined through an accelerated book

-building process. The book-building period will commence today 22 October 2019

at 16:30 hours (CET) and is anticipated to close no later than tomorrow 23

October 2019 at 08:00 hours (CET). The Company may, however, at any time resolve

to close or extend the book-building period at its own discretion and for any

reason without any further notice.

The minimum subscription and allocation in the Private Placement has been set to

the number of new shares that equals an aggregate subscription price of at least

the NOK equivalent of EUR 100,000. The Company may however, at its sole

discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the

extent applicable exemptions from the prospectus requirement pursuant the

Norwegian Securities Trading Act and ancillary regulations, or similar

legislation in other jurisdictions, are available.

The allocation of the New Shares will be determined at the end of the book

-building period. The final allocation of the New Shares will be made by the

Company's Board of Directors (the "Board") and at the Board's sole discretion.

The completion of the Private Placement will be conditional upon (i) the

Board resolving to conduct the Private Placement and allocate New Shares; and

(ii) registration of the increased share capital of the Company pertaining to

the Private Placement with the Norwegian Register of Business Enterprises and

the Norwegian Central Securities Depositary.

A number of primary insiders including key management and members of the Board

have pre-committed to subscribe for and will be allocated New Shares at the

final subscription price.

The New Shares will be issued by the Board pursuant to the authorization granted

the ordinary general meeting held on 23 May 2019.

Following the successful exploration campaign at Dussafu, offshore Gabon, with

the recent Hibiscus Updip oil discovery, the Company believes that the

development Phase 3 at Dussafu will be sanctioned by the partners in the very

near future. Phase 3 will focus on the Ruche area plus the newly discovered

Hibiscus oil field. The significant volumes of oil found at Hibiscus and the

excellent reservoir properties suggest that Phase 3 could contribute higher

production volumes than previously indicated. The capacity of the BW Adolo FPSO

is currently approximately 40,000 barrels of oil per day and Phase 3 is now

estimated to deliver production volumes near this level for many years once it

comes on line in late 2021/early 2022. Opex per barrel is also anticipated to

materially decrease.

Additional exploration wells at Dussafu may also be drilled during 2020. The

current drilling contract contains two firm exploration wells with the

successful Hibiscus Updip being the first. Following the drilling of four

production wells at the Tortue field the rig will move to drill the final firm

exploration well at a location to be determined. Under the drilling contract,

the partners also have an option for two additional exploration wells. It is

likely that one or more of these new exploration wells will be elected to be

drilled by the partners.

Furthermore, the Company is focussed and well advanced in adding new material

exploration exposure to its balanced E&P portfolio. Panoro is pleased to report

that it has entered into two heads of terms agreements ("HOT") to participate in

new exploration growth opportunities, in consortium with other reputable

international oil companies. Panoro's anticipated non-operated stake in those

offshore exploration licenses are expected be between 10 and 20%. While there is

no guarantee that the HOTs or other new ventures being pursued will lead to

definitive agreements, it is the Company's belief that one or more transactions

will materialise in the near term.

The Board believes that the Company's financial position should be strengthened

ahead of these positive developments. The Board is further of the opinion that,

taken into account the relative size of the Placement, an offer of shares

directed to certain investors will result in a better subscription price,

involve less time and costs and transaction risk that is the case of for a

rights issue and hence, that the Placement is in the best interest of the

Company. Consequently, the Board has resolved to waive exiting shareholders'

preferential rights to subscribe for the New Shares.

Arctic Securities AS is engaged as sole manager for the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal advisor for Panoro in connection

with the Private Placement.

An updated corporate presentation is available on our website at

www.panoroenergy.com.

This announcement is made pursuant to section 5-12 of the Securities Trading

Act.

Enquiries:

Arctic Securities AS

Equity Sales desk

Tel: +47 21 01 31 85

Panoro Energy ASA

John Hamilton, Chief Executive Officer

Qazi Qadeer, Chief Financial Officer

Tel: +44 203 405 1060

Email: 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 the TPS

operated assets, Sfax Offshore Exploration Permit and Ras El Besh Concession,

offshore Tunisia. For more information, please visit the Company's website

at www.panoroenergy.com.