Panoro Energy ASA

Share Issue/Capital Change • Feb 10, 2016

Panoro Energy ASA - Private Placement Fully Subscribed and Mandatory Notification of Trades

Panoro Energy ASA - Private Placement Fully Subscribed and Mandatory Notification of Trades

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 9 February 2016 at 16:30 CET regarding the

contemplated private placement (the "Private Placement").

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

Panoro has successfully completed the Private Placement with the support of new

and existing investors, reaching the top end of the range raising NOK 70 million

in gross proceeds through the subscription and allocation of 166,666,666 new

shares (the "New Shares") at a subscription price of NOK 0.42 per share (the

"Subscription Price").

Issuance and delivery of the New Shares is subject to approval by an

Extraordinary General Meeting of the Company expected to be held on or about 2

March 2016 (the "EGM"). Subject to approval by the EGM of the issuance of the

New Shares, the due date for payment for allocated New Shares is expected to be

3 March 2016. 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. Following issuance of the New Shares the issued and outstanding share

capital of the Company will be 401,212,452 shares each having a par value of NOK

0.005.

The New Shares issued in the Private Placement will be registered on a separate

ISIN pending approval of a listing prospectus by the Financial Supervisory

Authority of Norway (the "NFSA"), and will not be listed or tradable on Oslo

Stock Exchange until such listing prospectus has been approved by the NFSA and

published by the Company, expected to take place by end of March 2016. The

Company shall endeavour to list the New Shares on the Norwegian OTC market prior

to approval of the listing prospectus.

In order to be able to complete the Private Placement, the Board will propose to

the EGM that existing shareholders' pre-emptive rights to subscribe the New

Shares are set aside. The Board believes that this is in the best interest of

the Company and the shareholders as reducing transaction risk and the time

period from the transaction until the Company receives funds is imperative inter

alia (a) in order to secure working capital as the Aje field comes into first

oil production, and (b) in order to raise funding for general purposes against

the backdrop of difficult macro economic circumstances in the oil and gas

industry. The Board is of the opinion that the Private Placement will allow the

Company to raise capital more quickly and, at a lower discount compared to a

rights issue. Also, the Board is of the view that, in the current market

situation and based on feedback from possible investors, the Private Placement

has a greater chance of success than is the case for a rights issue. Further,

the Board will propose to carry out a subsequent offering to existing

shareholders who were not allocated shares in the Private Placement, as set out

below.

The Subscription Price has been set through a bookbuilding process. Directors

and Officers of Panoro have participated in the Private Placement. Subject to

successful completion of the Private Placement, the Board of Directors will

carry out a subsequent offering of NOK 10 million in the Company directed

towards shareholders in the Company as of 9 February 2016, as registered in the

VPS on 11 February 2016, who were not allocated New Shares in the Private

Placement and who 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 preferential rights to subscribe for, and, upon

subscription, be allocated new shares. The subscription price in such subsequent

offering will be NOK 0.42 per share, being the same as the Subscription Price in

the Private Placement.

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

purposes, most importantly managing working capital fluctuations in the

prevailing low oil price environment, and to position the Company for growth.

The allocation and issue of New Shares is subject to (i) all necessary corporate

resolutions being made, including approval at the EGM (expected held on or about

2 March 2016), and (ii) payment being received for the New Shares.

The Board of Directors will separately distribute notice of an EGM for the

approval of the Private Placement, including the issuance of the New Shares and

the subsequent offering.

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, through Nanes

Balkany Partners LLC and Balkany Investments LLC, affiliates directly and

indirectly controlled by him: 5,550,000 New Shares. After the transaction,

Julien Balkany through his affiliates, directly and indirectly controls

11,001,051 shares and has no share options in the Company.

Alexandra Herger, member of the board of directors:  59,500 New Shares. After

the transaction, Ms. Herger owns 59,500 shares and has no share options in the

Company.

John Hamilton, Chief Executive Officer:  238,000 New Shares. After the

transaction, John Hamilton owns 488,000 shares and has no share options in the

Company.

Qazi Qadeer, CFO:  178,500 New Shares. After the transaction, Qazi Qadeer owns

203,500 shares and has 33,334 share options in the Company.

Richard Morton, Technical Director:  119,000 New Shares. After the transaction,

Richard Morton owns 154,132 shares and has 58,334 share options in the Company.

Nishant Dighe, Advisor:  714,200 New Shares. After the transaction, Nishant

Dighe owns 2,289,200 shares and has no share options in the Company.

The outstanding share options were issued under the employee share options plan

in the year 2011 and the number of options and/or the strike price of NOK 7.56

may be subject to adjustments under the plan rules.

Arctic Securities AS acted as sole manager in the Private Placement.

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

"We are very pleased with the continued support of our existing shareholders and

also welcome new solid institutional investors. Despite the current low oil

price environment, we consider this successful private placement as a strong

endorsement of our core projects in Nigeria and Gabon. This transaction

strengthens our financial position during a period of challenging market

conditions, and when combined with the near term production at Aje offshore

Nigeria, helps us to secure the long term sustainability of the Company."

For further information, please contact:

John Hamilton, Chief Executive Officer

Qazi Qadeer, Chief Financial Officer

Tel: +44 203 405 1080

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.

Disclaimer

This information contained herein does not constitute an offer to sell or a

solicitation of an offer to buy any New Shares in any jurisdiction in which such

offer or solicitation is unlawful or where this would require registration,

publication of a prospectus or similar action.

There will be no public offer of the New Shares in the United States. The New

Shares have not been and will not be registered under the United States

Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the

securities law of any state or other jurisdiction of the United States and may

not be reoffered, resold, pledged or otherwise transferred, directly or

indirectly, except pursuant to an applicable exemption from the registration

requirements of the U.S. Securities Act and in compliance with the securities

laws of any state or other jurisdiction of the United States. A person in the

United States or who is a "U.S. Person" (within the meaning of Regulation S

under the U.S. Securities Act), may not apply for New Shares or otherwise take

steps in order to subscribe or purchase New Shares unless (A) the subscriber is

a registered client with the Manager as (i) a "qualified institutional buyer"

("QIB") as defined in Rule 144A under the U.S. Securities Act, or (ii) a "major

U.S. institutional investor" as defined in SEC Rule 15a-6 to the United States

Exchange Act of 1934, or (B) the subscriber (i) confirms that it is a QIB

acquiring the New Shares for its own account or for one or more accounts, each

of which is a QIB, in a transaction exempt from the registration requirements

under the U.S. Securities Act and (ii) executes and delivers a separate U.S.

investor representation letter to the Manager. The New Shares are "restricted

securities" within the meaning of Rule 144 under the U.S. Securities Act and may

not be deposited into any unrestricted depositary receipt facility in the United

States, unless at the time of deposit the New Shares are no longer "restricted

securities". The New Shares may not be reoffered, resold, pledged or otherwise

transferred, except (a) outside the United States in accordance with Rule 903 or

Rule 904 of Regulation S, as applicable or (b) pursuant to an applicable

exemption from the registration requirements of the U.S. Securities Act and

subject to the provisions of the U.S. investor representation letter.

The offer of the New Shares in Canada is being made only on a private-placement

basis, thus exempting it from the requirement that the Company prepare and file

a prospectus with the applicable securities regulatory authorities. The New

Shares are being offered in those jurisdictions and to those persons where and

to whom they may lawfully be offered for sale, and therein only by persons

permitted to sell such securities. Each Canadian purchaser who purchases New

Shares must be entitled under applicable securities laws to purchase such

securities without the benefit of a prospectus qualified under such securities

laws; must be an "accredited investor" within the meaning of National Instrument

45-106 - Prospectus and Registration Exemptions and purchasing the New Shares as

principal or deemed principal for its own account; and must be a "permitted

client" within the meaning of National Instrument 31-103 - Registration

Requirements and Exemptions. There is currently no public market for the New

Shares in Canada and any resale of the New Shares in Canada must be made in

accordance with applicable securities laws.

New Shares will only be offered in the United Kingdom (a) to persons who have

professional experience, knowledge and expertise in matters relating to

investments and are "investment professionals" for the purposes of article 19(5)

of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

(all such persons being referred to as "relevant persons") and (b) only in

circumstances where, in accordance with section 86(1)(c) and (d) of the

Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an

approved prospectus in accordance with the requirement under section 85 FSMA

does not apply as the minimum denomination of and subscription for the New

Shares exceeds EUR 100,000 or an equivalent amount. Any application or

subscription for the New Shares is available only to relevant persons and will

be engaged in only with relevant persons and each UK applicant warrants that it

is a relevant person.

The New Shares will not be registered under the applicable securities laws of

Australia or Japan and may not be offered, sold, resold or delivered, directly

or indirectly, in or into Australia or Japan except pursuant to an applicable

exemption from applicable securities laws.

This press release contains forward-looking statements. Forward-looking

statements are statements that are not historical facts and may be identified by

words such as "believe," "expect," "anticipate," "intends," "estimate," "will,"

"may," "continue," "should" and similar expressions. The forward-looking

statements in this release are based upon various assumptions, many of which are

based, in turn, upon further assumptions. Although Panoro believes that these

assumptions were reasonable when made, these assumptions are inherently subject

to significant known and unknown risks, uncertainties, contingencies and other

important factors which are difficult or impossible to predict and are beyond

its control. Such risks, uncertainties, contingencies and other important

factors could cause actual events to differ materially from the expectations

expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this

release speak only as at its date, and are subject to change without notice.

Panoro Energy ASA disclaims any obligation to update and revise any forward

-looking statements, whether as a result of new information, future events or

otherwise.