PetroNor E&P ASA

Investor Presentation • Sep 12, 2019

Company Presentation

Pareto Securities – Oil & Offshore Conference, Oslo 12 September 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.

Introducing PetroNor E&P

African Focused World Class Acreage Position

• Large acreage position in Sub-Sahara Africa: 3 countries, 5 licences

• 8.5MMbbl net 2P reserves & 7.6MMbbl net 2C resources1

• 4.9bn barrels net unrisked prospective oil resources2

High Margin Production From Congo-Brazzaville Assets

• High margin and well diversified production of ~2,300bbl/d net (OPEX ~USD 11/bbl) generating strong cash flow

• Assets operated by Perenco since January 2017 who have increased production by 40%

Significant Upside Potential From Disputed Assets

• High impact exploration acreage in The Gambia & Senegal

• Licenses in dispute and subject to ICSID arbitration regarding title status

• Expect to resolve disputes either through arbitration or settlement

Infill Drilling Campaign H2 2019 / 2020

• Infill drilling program to commence shortly in Congo-Brazzaville

• Expect to increase net production by up to 420bbls/day

Targeting High Impact New Ventures

Strategy is to increase production and reserves organically and through high impact new ventures

Sub Sahara Africa E&P company

Capital Structure and Oslo Listing

Oslo Axess Listing

• Listed on Oslo Axess since May 2014

• Formerly African Petroleum Corporation Ltd

• Merged with PetroNor E&P in August 2019

• Strong retail shareholder base

Capital Structure

Shares on issue	971,655,288
shareholder warrants1 APCL (expire 31-Dec-19)	155,466,446
PN vendor warrants2 (expire 31-Dec-19)	155,466,446
Management warrants1 (expire 31-Dec-19)	8,513,848
Other share options3	3,283,137
Fully Diluted Capital	1,294,385,165

Major Shareholders

• NOR Energy AS (Norway) 45.7%

• Petromal (Abu Dhabi) 38.3%

Market Statistics (11-Sep-2019)

Listing	OAX (PNOR)
Shares on Issue	971,665,288
Market Cap	NOK 1.22B
Share Price	NOK 1.26

Geographic Analysis of Investors

1) The warrants vest upon (i) the reinstatement of the A1 and A4 licenses in The Gambia or reinstatement of the SOSP license in Senegal, whichever comes first, and (ii) a farm-in agreement to these licenses being signed and legally binding, where the Company will be fully carried for the current phase work program under the licenses, on commercially acceptable terms approved by the Company Board; 2) vest upon (i) signed acquisition/farm-in agreement for a gas asset in Nigeria, and (ii) a signed and legally binding gas offtake agreement relating to the gas from such asset, both agreements on commercially acceptable terms approved by the Company Board; 3) various former employees and company brokers

Experienced Board and Management Team

Jens Pace: CEO & Executive Director

Knut Søvold: COO & Executive Director > 30 years' E&P experience (executive and technical)

10 years' experience with FLNG, est. Pangea LNG

• 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

• 20+ 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

Gerhard Ludvigsen: Business Development Manager

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

• Previously oil & gas deal advisor for a leading investment bank in Norway (Russia, Nigeria, Indonesia, Argentina and the North Sea)

• Instrumental in establishing Pangea LNG

• Strong network in the international E&P industry

Michael Barrett: Exploration Director

20+ years global exploration experience incl. Chevron and Addax

MSc in Petroleum from The Institute of Technology in Trondheim

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

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

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, Norsk Hydro & Hess

• Co-founder of Ener Petroleum

• BSc in Petroleum Engineering from Texas A&M University and a "Sivilingeniør" title from The Institute of Technology in Trondheim

Eyas Alhomouz: Non-Executive Chairman

• 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

• Bjarne Moe

• Timothy Turner

• Joseph Iskander

Share Price Performance and Liquidity (12 months)

6

Production and Reserves

• Increase existing baseline production from 2,300bbls/day (net) to ~2,700bbls/day (net) through infill drilling campaign

• Expand asset base in Congo-Brazzaville through PNGF BIS licence

• Recycle production revenues to secure new venture opportunities to significantly increase production and reserves

• Targeted high impact exploration in existing assets

Resolve Asset Disputes To Unlock Value

• Resolve disputes in The Gambia and Senegal either though ICSID arbitration process or early negotiated settlement

• Unlock significant value in these world class acreage positions

Diversify Shareholder Base

Attract institutional investors to diversify the existing shareholder base

Company Mission

Full cycle, Sub Sahara 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 E&P will look to capitalise on the industry experience and government relations in these jurisdictions.

Petronor E&P 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.

World Class Acreage Position: Sub-Saharan Africa

Congo-Brazzaville: PNGF Sud and PNGF BIS

PNGF Sud (10.5% net interest) PNGF BIS (14.7% net interest2))

Field description

• Shallow waters (80-100m)
• New license group from 1 January 2017, Perenco assumed operatorship

  • Production up 40% and significant cost improvements

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

• Further potential to increase production through workover and infill drilling
• Facilities: Seven steel jackets as drilling or processing centers
• Oil exported through the Djeno terminal and the NKOSSA FPSO
• 2018 actual production ~20,200 bbl/d on gross basis
• Operator budget for 2019 of ~21,200 bbl/d (max. recorded YTD ~24,200 bbl/d)

Key details (gross)3)

Field	Start year	Reserves & resources 2P	2C	Current Production4)	Producing wells	STOOIP
		mmbbl	mmbbl	bbl/d	#	mmbbl
Tchibouela	1987	47.91	12.00	12,500	33	783
Tchendo	1991	19.29	10.80	4,700	17	1,028
Tchibeli	2000	10.92	6.74	3,000	3	134
Litanzi	2006	3.25	2.64	1,400	1	70
Total		81.37	32.18	21,600	54	2,015

Field description

• Adjacent to PNGF Sud: Louissima and Louissima SW discoveries
• Subject to final agreement on license terms, PetroNor, Perenco and SNPC have the right to enter into the license

  • Currently in final stages of negotiations

• Low-risk phased development

  • Test production planned 2020 subsequent FID

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

Key details (gross)3)

Project	Resources 2C	STOIIP	ESTIMATED CAPEX
Test well	mmbbl 1.9	mmbbl	USDm ~37
Full field dev.	27		~235
Total	28.9	90	~272

1) PNGF Sud indirect interest of 10.5% to PetroNor and PNGF BIS 14.7% through ownership in Hemla E&P Congo 2) 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) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production 4) December 2018 production outlook from the operator

Congo-Brazzaville: Strong Production and Upside Potential

Reserves & resources 1.1.2019	PNGF SUD • 2P reserves: 8.5 mmbbl1) • 2C resources: 3.4 mmbbl2) PNGF BIS • 2C resources: 4.3 mmbbl2)
Net OPEX	• ~USD 11/bbl • Similar level expected for PNGF BIS
Net CAPEX	• USD 1.7/bbl (2C case PNGF Sud) • ~USD 5m initial well BIS in 2020 • Total BIS development ~USD 35m
Net ABEX	• USD 3.4/bbl with a total cap of ~USD 16m • Planned set aside during 2019 and 20203)
Tax & carry	• No carry of government / SNPC share of costs • Netback ~30% of realized oil price
Break even	• ~USD 20/bbl through remaining field life • Production profile: 2P case
Cash flow estimates	• 2019e ~USD 15m (2P scenario @ USD 60/bbl)

Key Considerations Production Outlook (net to PetroNor)

1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018e production 2) Independent competent person's report prepared by AGR, 1.1.2018. 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

The Gambia and Senegal

History

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

• 90% working interest in Senegal, 100% Gambia1

• Significant investor with ~US\$100m sunk costs on seismic, technical work and associated 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

• Reserving rights to all blocks including those re-awarded to Total (Senegal) and BP (The Gambia)

Way Forward

• Progression of legal process to conclusion in late 2020 / early 2023 with respective ICSID tribunal ruling

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

New Ventures: Increase Production & Reserves

Focused Approach

• 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

Near Term Objectives

• Build on government and local relationships in screening multiple opportunities over past 18 months

• Focusing on opportunities with oil producing assets and material untapped gas reserves

• Aim to materially increase production and reserves in the near term

Conclusion

• A newly created, full-cycle E&P company with a diverse portfolio in sub-Sahara Africa

• Well defined strategy to grow reserves and production

• Material upside associated with satisfactory arbitration outcomes

• Strong new venture pipeline being screened as Company seeks to establish scale

• Strategic and long term major shareholders from Abu Dhabi and Norway

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

Q & A

PETRONOR E&P LIMITED

UK Office:

48 Dover Street London W1S 4FF

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

Norway Office:

Frøyas gate 13 0273 Oslo

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

info@petronorep.com www.petronorep.com

BROKERS

Mirabaud Securities Limited (UK) Pareto Securities (Norway) Arctic Securities (Norway)

AUDITORS

BDO

COMPETENT PERSON

ERC Equipoise Limited AGR Petroleum Services AS