Panoro Energy ASA

Share Issue/Capital Change • Jun 28, 2018

Panoro Energy - Significantly Oversubscribed Private Placement

Panoro Energy - Significantly Oversubscribed Private Placement

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT

CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo Børs Announcement

Reference is made to the stock exchange notice published by Panoro Energy ASA

("Panoro", or the "Company") on 28 June 2018 at 16:35 CET regarding Panoro's

acquisition of DNO Tunisia AS and contemplated equity private placement (the

"Private Placement").

The Board of Directors (the "Board") of the Company is pleased to announce that

Panoro has successfully completed bookbuilding for the Private Placement with

the support of new and existing investors, raising gross proceeds of USD 6.7

million through the subscription and allocation of 4,250,219 new shares (the

"New Shares") at a subscription price of NOK 12.82 per share (the "Subscription

Price").

The Private Placement was significantly oversubscribed and generated strong

demand from international investors. The Company therefore decided to increase

the size of the Private Placement and place 1,000,000 shares that were held in

treasury (the "Treasury Shares") at the same Subscription Price raising

additional gross proceeds of USD 1.6 million. As a result Panoro is altogether

raising gross proceeds of approximately USD 8.3 million.

The Subscription Price has been set fixed at NOK 12.82 per share representing

the Company's 30 trading-day volume weighted average share price, a slight

premium to today's closing price.This will result in the issuance of 4,250,219

New Shares. Following the closing of the Private Placement, the number of

outstanding common shares in the Company will be 46,752,415. Closing of the

Private Placement is expected to occur with 20 business days and subject to

completion of the acquisition of DNO Tunisia AS (the "Transaction").

DNO is subscribing for 2,641,465 New Shares at the Subscription Price and

subject to the completion of the Transaction, will hold the equivalent of 5.65%

of the total enlarged outstanding shares of Panoro.

A number of Directors of Panoro including its Chairman Julien Balkany have also

participated in the Private Placement.

The net proceeds from the Private Placement will be used for general corporate

purposes, including but not limited to:

· Dussafu Phase 2 capital spend (reserve-based loan facilities as well as pre

-financing oil solutions provided by oil traders being considered in parallel)

· Working capital for Dussafu oil production

· Development of Tunisian portfolio

· Further business development opportunities

Panoro's Chief Executive Officer, John Hamilton, commented:

"The strong investor demand in this well oversubscribed private placement is a

solid endorsement for Panoro. We are very pleased with the continued support of

our existing shareholders and also welcome new institutional investors alongside

DNO. Upon completion, the equity private placement when combined with the

acquisition of DNO Tunisia AS materially strengthens Panoro's financial

position. With over USD 20 million in available cash at closing, Panoro should

be well positioned for Phase 2 of Dussafu in Gabon and our growth plans in

Tunisia."

Issuance and delivery of the New Shares and the delivery of Treasury Shares is

subject to the completion of the acquisition by Panoro of DNO Tunisia AS from

DNO ASA ("DNO"). The due date for payment for allocated New and Treasury Shares

is expected to be within 20 business days. The New Shares will be registered

with the Norwegian Register of Business Enterprises and in the VPS following

receipt of payment for all the New Shares Treasury Shares. Following issuance of

the New Shares the issued and outstanding share capital of the Company will be

46,752,415 shares each having a par value of NOK 0.05.

At the time the Board resolves to issue New Shares, existing shareholders'

preferential right to subscribe the shares will have been set aside, which the

Board believes is in the best interest of the Company.

The following primary insiders of the Company have been allocated New Shares in

the Private Placement, each such share allocated at the Subscription Price:

Julien Balkany, Non-executive Chairman and member of the Board: 325,000 New

Shares. After the transaction, Julien Balkany through his affiliates, directly

and indirectly controls 2,681,253 shares and has no share options or Restricted

Share Units in the Company.

Torstein Sanness, member of the board of directors: 35,000 New Shares. After the

transaction, Mr. Sanness owns 70,000 shares and has no share options or

Restricted Share Units in the Company.

Hilde Ådland, member of the board of directors: 3,900 New Shares. After the

transaction, Ms. Ådland owns 3,900 shares and has no share options or Restricted

Share Units in the Company.

As a reminder, a conference call for investors will be held 8:30 CET on Friday

29 June 2018. Details of the call will be made available in a separate

announcement.

SpareBank 1 Markets AS (the "Manager") acted as sole manager in the Private

Placement.

Michelet & Co Advokatfirma AS acted as sole legal advisor for Panoro in

connection with the Private Placement.

For further information, please contact:

John Hamilton, Chief Executive Officer

Qazi Qadeer, Chief Financial Officer

Tel: +44 203 405 1060

Email: info@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

exploration and development assets in West Africa, namely the Dussafu License

offshore southern Gabon, and OML 113 offshore western Nigeria. Both assets have

discoveries with approved Field Development Plans. In addition to discovered

hydrocarbon resources and reserves, both assets also hold significant

exploration potential.

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

This information is subject to the disclosure requirements pursuant to section 5

-12, section 4-2 and 4-4 of the Norwegian Securities Trading Act.