Panoro Energy ASA

M&A Activity • Feb 22, 2017

Panoro Energy Announces Definitive Sale and Purchase Agreement on Dussafu

Panoro Energy Announces Definitive Sale and Purchase Agreement on Dussafu

Oslo, 22 February 2017 - Panoro Energy ASA ("Panoro" or the "Company") (OSE

ticker: PEN) is pleased to announce that on 21 February 2017 its fully-owned

subsidiary, Pan-Petroleum Gabon B.V. ("PPGBV"), has entered into a definitive

Sale and Purchase Agreement (the "SPA") with BW Energy Gabon Pte. Ltd. ("BWEG"),

a subsidiary of BW Offshore Limited (OSE ticker: BWO), the leading global

provider of floating production services to the oil and gas industry.

Under the terms of the SPA, Panoro will sell a 25% working interest in the

Dussafu Production Sharing Contract ("Dussafu PSC") in Gabon to BWEG for a total

cash consideration of US$12 million. At closing of the transaction, Panoro will

receive US$11 million in cash. The remaining US$1 million in cash will be paid

no later than 30 December 2017.

Panoro will also receive a non-recourse loan from BWEG of up to US$12.5 million

at 7.5% annual interest rate in order to fund all expenditures through to first

oil production at Dussafu. Post-completion, Panoro will retain an 8.33% working

interest in the Dussafu PSC. The total gross capital expenditure to reach first

oil in 2018 is estimated to be a maximum of US$150 million.

The closing of the transaction is subject to customary conditions precedent,

including but not limited to the approval of the Gabonese Government and the

completion of the separate sale of Harvest Dussafu B.V. to BWEG. It is expected

that the transaction will close in the first quarter of 2017.

Julien Balkany, Chairman of Panoro, said, "Panoro is very enthusiastic about

this landmark transaction and our new innovative partnership with BW Offshore to

create shareholder value."

John Hamilton, Chief Executive Officer of Panoro, said, "Since entering the

Dussafu concession in 2008, Panoro has drilled two discovery wells and acquired

extensive seismic data. We are thrilled to see the development finally moving

forward together with our new operating partner, BW Energy. This transaction

strengthens our balance sheet with additional cash, and the non-recourse loan

for the Dussafu development limits our financial exposure through to first

oil."

The Dussafu PSC has not been subject to separate financial reporting by Panoro

and therefore no key figures from Panoro's balance sheet and profit and loss

account applicable to the Dussafu PSC are provided. In accordance with Panoro's

continued disclosure obligations, Panoro confirms that, in connection with this

transaction, no agreements have been entered into for the benefit of the

Panoro's senior employees or members of the board of directors.

Enquiries:

Panoro Energy ASA                                            +44 203 405 1060

John Hamilton, Chief Executive Officer               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

production, exploration and development assets in West Africa, namely the

Dussafu License offshore southern Gabon and OML 113 offshore western Nigeria. In

addition to discovered hydrocarbon resources and reserves, both assets also hold

significant exploration potential. For more information, please visit the

Company's website at www.panoroenergy.com.

About BW Offshore

BW Offshore is a leading global provider of floating production services to the

oil and gas industry. BW Offshore has a fleet of 14 owned FPSOs and one FSO

represented in all major oil & gas regions world-wide. BW Offshore has a long

track record on project execution and operations. In more than 30 years of

production, BW Offshore has executed 38 FPSO and FSO projects. The company is

listed on the Oslo Stock Exchange.

This announcement is a detailed stock exchange announcement pursuant to section

3.4 of the Oslo Stock Exchange's Continuing Obligations. The information is

further subject to the disclosure requirements of section 5-12 of the Norwegian

Securities Trading Act.