Panoro Energy ASA

Share Issue/Capital Change • Nov 6, 2018

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 DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER

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, 06 November 2018.

Panoro Energy (the "Company" or "Panoro" with OSE ticker: "PEN") announces, in

conjunction with the acquisition of OMV Tunisia Upstream GmbH from OMV

Exploration & Production GmbH (the "Acquisition"), a contemplated equity private

placement of USD 30 million corresponding to approx. NOK 250 million (the

"Private Placement"). For further details related to the Acquisition, please see

separate press release issued today by Panoro.

Panoro has retained Pareto Securities AS and SpareBank 1 Markets AS

(collectively referred to as the "Managers") to assist the Company in the

Private Placement.

The net proceeds from the Private Placement will be used to fund Panoro's equity

share of the Acquisition, for development capital principally for Gabon and

Tunisia as well as for general corporate purposes.

A number of Directors and Executives of Panoro including its Chairman Julien

Balkany and its CEO John Hamilton are participating in the Private Placement

(see below for details).

The shares to be placed in the Private Placement (the "Offer Shares") will be

offered at a price determined through an accelerated book building process and

will be determined before the application period closes. The book-building

period will commence today 06 November 2018 at 16:30 hours (CET) and close

tomorrow 07 November 2018 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 Offer Shares will be determined at the end of the

application period.  The final allocation of the Offer Shares will be made by

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

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

of directors  resolving to conduct the Private Placement and allocate Offer

Shares; (ii) approval of the Private Placement by the extraordinary general

meeting expected to be held on 29 November 2018; (iii) 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 ("VPS"); and (iv) no termination of the share purchase

agreement related to the Acquisition.

The Company will announce the final number of shares placed and sold in the

Private Placement in a stock exchange announcement expected to be published at

the latest before opening of trading on the Oslo Stock Exchange tomorrow, 07

November 2018.

Subject to successful completion of the Private Placement, the Board will

consider to carry out a subsequent offering of new shares in the Company

directed towards shareholders in the Company as of 06 November 2018 (as

registered with VPS on 08 November 2018) who (i) were not allocated shares in

the Private Placement; (ii) were not provided with insider information in the

pre-sounding of the Private Placement, or (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. Such shareholders will be granted non-transferable subscription rights

which give the right to subscribe for, and be allocated, new shares in the

contemplated subsequent offering. Over-subscription and subscription without

subscription rights will be permitted. The subscription price will be the same

as in the Private Placement.

The following primary insiders have applied for and will be allocated shares in

the Private placement at the subscription price:

· Julien Balkany (Chairman) or investment funds controlled by him, NOK

7,000,000;

· Torstein Sanness (Director), NOK 1,000,000;

· Hilde Adland (Director), NOK 50,000;

· John Hamilton (CEO), NOK 100,000;

· Qazi Qadeer (CFO), NOK 100,000; and

· Richard Morton (Technical Director), NOK 100,000

Pareto Securities AS and SpareBank 1 Markets AS are acting as bookrunners and

joint lead managers in the Private Placement.

Michelet & Co Advokatfirma AS is acting as legal advisor for Panoro in

connection with the Transaction and Private Placement.

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

and section 3.4 of Oslo Børs' Continuing Obligations.

Enquiries:

Pareto Securities AS

Equity Sales desk

Tel: +47 22 87 87 50

SpareBank 1 Markets AS

Equity Sales desk

Tel: +47 24 14 74 70

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 Sfax

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

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