DNO ASA — Share Issue/Capital Change 2015

Mar 9, 2015

DNO ASA: Contemplated Private Placement of Treasury and New Shares

DNO ASA: Contemplated Private Placement of Treasury and New Shares

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

Norwegian oil and gas operator, is contemplating the placement of NOK 975

million in an equity offering which based on today's closing share price of NOK

14.72 represents approximately six to seven percent of the issued shares in the

Company prior to the offering (the "Offering"). The shares placed in the

Offering will include the 13,050,000 shares currently held in treasury by the

Company together with new shares to be issued by the Company. The Company has

retained Pareto Securities AS and DNB Markets, a part of DNB Bank ASA, to act as

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

advise on and assist in connection with the Offering. The Offering will be

directed toward existing shareholders, in addition to new Norwegian and

international institutional investors, subject to applicable exemptions from

relevant registration, filing and prospectus requirements. As a result, no

prospectus will be prepared in connection with the Offering.

The Offering will be carried out through an accelerated book-building process

which will start 9 March 2015 at 16:30 CET and is expected to close before

opening of the Oslo Stock Exchange on 10 March 2015. However, the Company and

the Bookrunners reserve the right to close or extend the application period at

any time. The Bookrunners, the Company and the Company's largest shareholder,

RAK Petroleum Holdings B.V., have entered into a share lending agreement in

order to facilitate delivery of the new shares issued by the Company on a

delivery versus payment basis. As a result, the Offering will be settled with

existing and unencumbered shares in the Company that are already listed on the

Oslo Stock Exchange and will be tradable immediately following allocation.

Net proceeds will serve to strengthen the Company's liquidity, financial

flexibility and long-term financing. The new shares to be issued in connection

with the Offering will be issued pursuant to the authorization granted to the

Board of Directors by the Annual General Meeting held on 5 June 2014. The

minimum application and allocation of shares per investor in the Offering is a

NOK amount equal to EUR 100,000.

The Offering is subject to final approval by the Company's Board of Directors.

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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#1900538]