Panoro Energy ASA

Earnings Release • Feb 20, 2014

Fourth quarter 2013 financials February 20, 2014

Disclaimer

This presentation does not constitute an offer to buy or sell shares or other financial instruments of Panoro Energy ASA ("Company"). This presentation contains certain statements that are, or may be deemed to be, "forward-looking statements", which include all statements other than statements of historical fact. Forward-looking statements involve making certain assumptions based on the Company's experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. Although we believe that the expectations reflected in these forward-looking statements are reasonable, actual events or results may differ materially from those projected or implied in such forward-looking statements due to known or unknown risks, uncertainties and other factors. These risks and uncertainties include, among others, uncertainties in the exploration for and development and production of oil and gas, uncertainties inherent in estimating oil and gas reserves and projecting future rates of production, uncertainties as to the amount and timing of future capital expenditures, unpredictable changes in general economic conditions, volatility of oil and gas prices, competitive risks, regulatory changes and other risks and uncertainties discussed in the Company's periodic reports. Forward-looking statements are often identified by the words "believe", "budget", "potential", "expect", "anticipate", "intend", "plan" and other similar terms and phrases. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and we undertake no obligation to update or revise any of this information

Highlights

Fourth quarter 2013 and subsequent events

• EBITDA of USD 14.4 million, up from USD 3.8 million in the previous quarter mainly due to the USD 7 million from Lekoil for terminating the Aje SPA
• Divestment processes:
• Manati: Awaiting regulatory approval
• Dussafu, Gabon: Completed 3D seismic acquisition
• Moving towards filing of a field development plan for Aje
• BS-3, Brazil: Full impairment of USD 46.2 million
• Corporate sales process initiated

Manati field

Asset held for sale

Manati (Brazil)	BCAM-40
Operator	Petrobras (35%)
Working Interest	10%
Other Partners	Queiroz Galvão (45%) Brasoil (10%)
1st Prod	2007
Current stage	Production

Project Status

• Gas price of 7.67 USD/MMBtu, up from 7.62 USD/MMBtu in Q3-13 due to strengthening of BRL vs USD
• Average production of 6.1 MMm3/day (3,847 BOE/day), down 2% from Q3-2013

Remaining Brazilian assets: BS-3 area

Santos Basin developments - Cavalo Marinho (50%), Estrela do Mar (65%)

BM-S-12 Maruja BS-3 area (Brazil) Operator W.I. range Petrobras (35-100%) Working Interest range 50-65% Other Partners Brasoil (0-15%) 1st Prod To be decided Current stage Field Development Planning

Status

• ANP requested relinquishment
• Joint farm-out process (including transfer of operatorship) completed without success. Likely reasons:
• High CAPEX requirements
• Lack of offtake export solution for the associated gas
• ADR wells (Advanced Data Recovery) imposed by ANP to test B-1 zone reservoir
• Full impairment of CvM and EdM taken in Q4 2013 – a total USD 46.2 million
• Steps initiated to relinquish blocks as requested by ANP

Dussafu

Large exploration license with multiple discoveries and prospects

Project Status

• 2,775km2 license in Southern Gabon pre-salt fairway
• Total of five pre-salt discoveries (4 oil, 1 gas) with upside/appraisal potential, 2C resources 49MMboe (gross)
• Panoro's oil discoveries in Ruche (2011) and Tortue (2013) have demonstrated the success in identifying oil-bearing structures
• Operator's gross mean estimate for contingent resources add up to 49 MMbbl for Tortue, Ruche, Walt Whitman and Moubenga
• Tortue total mean contingent estimate is 28 MMbbl with a range of 8-55 MMbbl
• Considered sufficient resources to support a development project

Dussafu – Progress of Field Development Activities

• Declaration of commerciality
• Discussions on-going within partnership and with the Gabonese authorities
• Development studies being finalized to support the Declaration of Commerciality decision
• Gaffney Cline Competent Person Report – expected in March 2014

Material Dussafu Exploration potential

• 1,130km2 outboard 3-D acquired in Q4 2013
• Key to de-risking substantial outboard leads
• Preliminary seismic products expected in Q2, final products expected in H2
• Gabonese License round has attracted interest from the majors, demonstrating the attractiveness of this pre-salt play

Dussafu Outboard Leads Based on 2D seismic

Aje

Near term development with exploration upsides

Project Status

• Change in partnership structure and new focus on near-term oil production
• License is substantially more attractive than it was when asset sale was originally announced
• Focus on moving forward with early 2 well oil project, agreed by all license partners
• FDP submittal to DPR this month DPR approval expected in Q2
• Cenomanian first oil expected in Q4 2015
• Gas condensate project will follow in the future
• Based on exploration success on OPL310, OML113 partners are considering possibility of extending Afren's seismic survey on OPL310 to cover OML113

Panoro : 16.255% paying interest, 6.502% working interest. Panoro is entitled to 12.2% of the revenue stream from Aje field Operator: Yinka Folawiyo Petroleum Other partners: NewAge, FHN (Afren),EER, Jacka Resources

Aje Cenomanian Oilfield Development Concept

Aje Field Appraisal and Development Scheme

Aje-4 will be completed as a cenomanian oil producer Aje-5 most likely to be a new well designed to target the Cenomanian reservoir close to existing Aje-2 location

Development Project Status

• Strong project team has been put in place for project delivery
• Fast Track development will deliver first oil in Q4 2015
• Significant Turonian Gas and Condensate upside is not being addressed in this phase
• JV will start to consider the higher value Turonian gas and condensate monetisation strategy to follow Cenomanian development.
• OML113 Exploration potential will be revisited in 2014

Ogo-1 Discovery and Syn Rift Potential

Exciting exploration potential from the new syn-rift play

Summary of Panoro West African Asset Base

• Dussafu and Aje base development projects provide a excellent pathway to production and cash flows
• In addition, both assets have significant upside potential, and lie in highly attractive petroleum regions
• Dussafu
  • Central and Inboard 3D prospect inventory to be delivered by Operator
  • Outboard 3D currently being processed will better define prospectivity of large leads identified on 2D
• OML113
  • Follow on potential from more Cenomanian development wells, Turonian gas condensate development
  • Exploration upside to be quantified following discovery in OPL310
• We believe that both Dussafu and OML113 assets are both potential 'company makers'

Corporate Sales Process

• Completed 2013 strategic review process resulted in decision to run process to sell PEN
• Evercore Partners International LLP engaged as advisor for the sales process
• Sales process initiated in early 2014, with multiple companies contacted and data room activity ongoing
• The Company is marketed as a pure West African play
• Process timetable will be communicated to potential buyers once Manati transaction complete
• Extended corporate presentation to the stock market will take place at this time

Financial review Anders Kapstad, CFO

Financial and accounting highlights

Q4-2013 and subsequent events

• Manati treated as assets held for sale in the balance sheet and as continued operations in P&L (EBITDA)
• EBITDA of USD 14.4 million in Q4-13, up from USD 3.8 million in Q3-13
• Other income of USD 7 million from Aje transaction and USD 3.5 million from BS-3 reversal of contingent liabilities
• OPEX, influenced by abandonment cost for BAS-128 in BCAM-40 block
• G&A reduced according to plan
• Cash position of USD 56.7 million at end of Q4-13 (including restricted cash)
• Tax issues on the Rio das Contas (Manati) transaction :
  • Timing of ANP approval of the Manati transaction (closing)
  • Tax credit utilization depending on timing of relinquishment of BS-3
  • Exchange rate BRL/USD

ANP approval process

• Divestment of Rio das Contas (Manati) for USD 140 million plus up to USD 20 million contingent earn-out
• Approval was expected on December 26, based on strong signals from ANP:
• Time consuming process
• Various departments in ANP need to get involved and approve
• Partners agreed to extension of long stop date to March 14 with unilateral option to further extend with 60 days minimum
• Latest update is that we expect closing shortly upon ANP approval of assignment
• Two sub-approvals required within ANP:
  • Qualification of GeoPark
  • Approval of replacement of Panoro Energy's parental guarantee with GeoPark's parantal guarantee, ongoing

Profit & Loss statement (USD '000)

Condensed consolidated statement of comprehensive income	Q3-2013	Q4-2013
Oil and gas revenue	10,795	10,642
Other income	0
Total revenues	10,795	21,142
Production costs	(3,981)	(2,876)
Exploration related costs	(107)	(482)
Strategic review costs	(573)	(867)
General and administrative costs	(2,373)	(2,560)
EBITDA	3,761	14,357

Profit & Loss items Q4-2013

Group balance sheet

Per Dec 31, 2013

Balance sheet (USD '000)	Sept 30, 2013	Dec 31, 2013
Licenses and production assets	101,661	94,755
Other non-current assets	14,201	12,088
Total non-current assets	115,862	106,843
Trade and other receivables	1,915	969
Cash and bank balances	73,718	56,756
Total current assets	75,633	57,725
Assets classified as held for sale	137,879	96,856
Total assets	329,374	261,424
Equity	161,912	118,448
Non-current interest-bearing debt	0	0
Other non current liabilities/Deferred tax liabilities	3,500	4,376
Total non-current liabilities	3,500	4,376
Current interest-bearing debt	137,210	118,912
Accounts payable, accruals, other liabilities	2,562	5,268
Total current liabilities	139,772	124,180
Liabilities classified as held for sale	24,190	14,420
Total liabilities	167,462	142,976
Total equity and liabilities	329,374	261,424

Outlook

• Awaiting approval from ANP for the assignment of Rio das Contas to GeoPark and subsequent exit from Brazil
• Proceeds will be used to repay bond
• Further reduction of G&A costs
• Aje field development plan to be submitted shortly
• Dussafu 3D preliminary results in Q2
• Dussafu field development planning ongoing
• Sales process progressing
• Strong cash position
• Two exciting assets in West Africa with hydrocarbon discoveries and high impact exploration potential
• Extended corporate presentation to the stock market will follow completion of Manati transaction

Overview of Evercore

• Since Evercore was founded in 1996, Evercore has grown rapidly to become the premier global, independent corporate finance advisory firm with over 460 advisory professionals
• Business model is based on the most experienced practitioners providing the highest quality conflict-free independent advice across M&A, debt, equity and restructuring situations
• Evercore covers a full range of sectors including but not limited to aerospace and defence, energy, consumer, financial services, media, metals and mining, real estate and, transportation / infrastructure, utilities and technology
• Evercore's Energy advisory practice has offices in Houston, New York, Toronto, London and Aberdeen - over 50 employees in total
• Number 1 US energy M&A advisor in 2013, advising on over \$42bn of transactions(2)
• Evercore advises across all Energy sub-sectors, bringing our breadth of skills, unique knowledge and the depth of experience to clients
• Evercore has specialist Oil & Gas expertise and knowledge globally
• In Africa Evercore recently advised Ophir Energy on the sale of a 20% stake in their Tanzanian Blocks 1, 3 & 4 to Pavilion Energy, and on the farm-out of 10-30% stakes in all four of Ophir's deepwater exploration blocks in Gabon to OMV(3)

1) Includes transactions advised by Evercore executives in their previous employment

2) Bloomberg as of 31st December 2013

3) Both transactions pending completion

Overview Recent Evercore Energy Transactions(1)

Fourth quarter 2013 financials Q&A

Please visit www.panoroenergy.com for more information