DNO ASA — Capital/Financing Update 2015

Mar 10, 2015

DNO ASA: Private Placement of Treasury Shares and New Shares Successfully Completed

DNO ASA: Private Placement of Treasury Shares and New Shares Successfully Completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 10 March 2015 - DNO ASA (OSE ticker code "DNO", the "Company"), the

Norwegian oil and gas operator, announced today the successful completion of an

equity share offering (the "Offering") in line with its 9 March 2015

announcement regarding the contemplated NOK 975 million offering of new shares

and treasury shares.

Through the Offering, which was more than three times oversubscribed, the

Company raised NOK 975 million in gross proceeds from the allocation of

73,584,906 shares at an offer price of NOK 13.25 per share, comprising

60,534,906 new shares. In addition to new shares, all of the Company's

13,050,000 treasury shares were allocated in the Offering. The treasury shares

were previously acquired by the Company from the market at an average price of

approximately NOK 8.10 per share.

The 60,534,906 new shares will be issued pursuant to an authorization granted to

the Company's Board of Directors by the Annual General Meeting held on 5 June

2014. Following the registration of the share capital increase pertaining to the

new shares, the share capital of the Company will be NOK 270,953,540 comprising

1,083,814,161 shares, each with a par value of NOK 0.25.

Pareto Securities AS and DNB Markets, a part of DNB Bank ASA, acted as Lead

Managers and Bookrunners, and ABG Sundal Collier Norge acted as Lead Manager to

advise on and assist with the Offering.

The Bookrunners, DNO and DNO's largest shareholder, RAK Petroleum Holdings B.V.,

have entered into a share lending agreement in order to facilitate delivery of

the new shares allocated in the Offering on a delivery versus payment basis. As

a result, the shares allocated in the Offering will be settled with existing and

unencumbered company shares already listed on the Oslo Stock Exchange and will

be tradable immediately after allocation. Settlement of the shares will take

place on 12 March 2015. In order to deliver the new shares to investors

allocated shares in the Offering, the Company's Board of Directors resolved to

waive the existing shareholders' pre-emptive right to subscribe for the new

shares.

Subject to completion of the Offering, the Board of Directors intends to carry

out a subsequent repair offering expected to be in the amount of approximately

NOK 55 million. In the repair offering, the Company's shareholders as of 9 March

2015, as registered in the VPS on 11 March 2015, who did not participate in the

Offering, who hold less than 900,000 shares 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, will be granted non-transferrable preferential rights to subscribe for,

and upon subscription, be allocated new shares at the same price as in the

Offering. The Company's Board of Directors assessed the Offering in light of the

equal treatment requirement, balanced the considerations that speak for and

against carrying out the Offering and concluded that the completion of the

Offering in combination with a subsequent repair offering provide a financing

solution which is in the common interest of the Company and its shareholders.

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For further information, please contact:

Media: media@dno.no

Investors: investor.relations@dno.no

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IMPORTANT NOTICE:

This announcement is not and does not form a part of any offer for sale of

securities.

This notice is not for distribution to United States news services or for

dissemination in the United States, Canada, Japan, the Hong Kong Special

Administrative Region of the People's Republic of China, South Africa or

Australia or elsewhere where such dissemination would be unlawful or would

require registration or other measures.

This announcement may not be used for, or in connection with, and does not

constitute, any offer to sell, or an invitation to purchase, any securities. The

Offering will not be made in any jurisdiction or in any circumstances in which

such offer or solicitation would be unlawful. The securities referred to herein

have not been and will not be registered under the US Securities Act of 1933, as

amended, and may not be offered or sold in the United States or to US persons

unless the securities are registered under the Securities Act, or an exemption

from the registration requirements of the Securities Act is available. No public

offering of the securities will be made in the United States.

In any EEA Member State that has implemented the Prospectus Directive, this

communication is only addressed to and is only directed at qualified investors

in that Member State within the meaning of the Prospectus Directive, i.e., only

to investors who can receive the offer without an approved prospectus in such

EEA Member State. The expression "Prospectus Directive" means Directive

2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the

extent implemented in any relevant Member State) and includes any relevant

implementing measure in the relevant Member State.

This announcement is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only to

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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 the Company 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

announcement speak only as at its date, and are subject to change without

notice.

The contents of this announcement have been prepared by and are the sole

responsibility of the Company. Pareto Securities, DNB Markets, a part of DNB

Bank ASA, and ABG Sundal Collier Norge are acting exclusively for the Company

and no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients, or for advice in

relation to the contemplated Offering and the contents of this announcement or

any of the matters referred to herein.

The distribution of this announcement and other information in connection with

the Offering may be restricted by law in certain jurisdictions. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

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DNO ASA is an Oslo-listed, Middle East and North Africa focused oil and gas

company holding stakes in 20 blocks in various stages of exploration,

development and production both onshore and offshore in the Kurdistan Region of

Iraq, the Republic of Yemen, the Sultanate of Oman, the United Arab Emirates,

the Tunisian Republic and Somaliland.

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This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1900710]