Panoro Energy ASA — Proxy Solicitation & Information Statement 2010

Apr 26, 2010

corp
horse energy

Extraordinary General Meeting

Proposed merger between
New Brazil Holding and Pan Petroleum

26 April 2010

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Disclaimer

This presentation does not constitute an offer to buy or sell shares or other financial instruments of Norse Energy Corp. 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

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Agenda

1. Opening of the general meeting by the chairman of the board
2. Presentation of list of attending shareholders and proxies
3. Election of chairperson and person to co-sign the minutes
4. Approval of notice and agenda
5. Approval of merger plan for merger between New Brazil Holding ASA and Pan Petroleum Holding ASA

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Merger between Norse Energy do Brasil and Pan-Petroleum

Strong industrial and financial logic

A business combination that generates immediate and long-term shareholder value

• Size and materiality for listing
• Transaction to significantly increase equity value
• Attractive exchange ratio (50/50)
• Deleverage balance sheet (Pan has zero debt)
• Geological similarities – South Atlantic region
• Access to subsurface expertise

→ Growth opportunities and increased deal flow

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Norse Energy do Brasil and Pan-Petroleum combining forces Creation of a strong E&P independent with South Atlantic focus

• Combination of Norse Energy do Brasil and Pan-Petroleum on a 50-50 equity valuation basis
• Balanced portfolio of high quality assets in the South Atlantic region
• Creating a larger and more diversified company with significant short term news flow
• Significant resource base of approx. 200 MMboe, with current production of 3,700 boe/day
• Strong platform for growth
• Complementary organization and management

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South Atlantic focus

Norse Energy do Brasil and Pan-Petroleum – key asset areas

Manati

BS-3 (Santos)

Ajapa

Aje

Santos Exploration

• Offices: London, Rio, Oslo
• Norse license area
• Pan license area

Dussafu

Congo MKB

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More prod + reserves/resources

Estimated production (boe/day)

Resource base¹ (MMboe) as of 31.12.2009

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¹) Volumes certified by Gaffney, Cline and Associates and by Tracs (AGR Petroleum) as of 31.12.2009

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Executives

and proposed Chairman of the Board

Dr Phil Vingoe
Proposed Chairman of the Board

Kjetil Solbraekke
Chief Executive Officer

KatoilHydro

Executive management

• 38 years of oil and gas experience managing assets in Nigeria, Gabon, Congo, Equatorial Guinea, Mozambique, Egypt, Qatar, Pakistan, Oman, Thailand, Laos, Indonesia, Australia, U.S.A., U.K., Norway
• 20 years global career with BP leading to worldwide Chief Geophysicist and then Exploration Manager. Co-led IPO of Novus Petroleum on ASX from start-up to thriving company (1995 - 2000), Managing Director of Sasol Petroleum International (2000-2005), Non-Executive Director of Pan-Ocean, sold to Addax Petroleum for C$1.6 Bn (2005-2006), Director Energy Equity Resources (2005 – 2007) then led the creation of Pan-Petroleum in November 2007

• MSc and PhD from Birmingham University. Studied at Harvard Business School

• 20 years of oil and gas experience from the Ministry of Petroleum and Energy in Norway, Hydro and StatoilHydro

• CFO for Hydro Oil&Energy, SVP for International Business Development in Hydro, General Manager in Brazil for Hydro, SVP South Atlantic Region, with responsibility for Latin America and Africa in StatoilHydro prior to joining Norse Energy
• Degree in Economics from the University of Oslo

Anders Kapstad
Chief Financial Officer

Nishant Dighe
Chief Operating Officer

Thor A. Tangen
EVP Field Development

Alistair Stobie
EVP New Ventures

Barring Vostok
Capital Partners

burren
energy plc

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Sector ownership

With and without Pan merger

Demerged New Brazil Holding (stand-alone):
- Sector ownership after rollup of 30% in Norse Energy do Brasil implies ~46% ownership

Demerged New Brazil Holding + Pan and 65 USDm equity issue
- Sector ownership ~66%
→ Sector to reduce ownership

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Indicative timeline

• EGM vote on transaction 26. April 2010
• Creditor period (60 days) End of June
• Brazilian bank’s consent to merger outstanding for OSE listing approval TBA
• Listing of NBH upon approval of merger June (at earliest)
• 65 USDm equity issue in New Brazil Holding requires closing before June 30, 2010

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