Panoro Energy ASA

Share Issue/Capital Change • Feb 9, 2016

Panoro Energy ASA - Contemplated Private Placement

Panoro Energy ASA - Contemplated Private Placement

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

Panoro Energy ASA ("Panoro" or the "Company") has engaged Arctic Securities AS

(the "Manager") to assist the Company in a contemplated private placement (the

"Private Placement") through issuance of new shares for a total consideration in

the range of NOK 60-70 million (approximately US$ 7-8 million) (the "New

Shares"). The Private Placement comprises an offering towards (a) the 100

largest shareholders of the Company as registered with the VPS on 8 February

2016, (b) the Company's management and the members of the Board of Directors,

and (c) selected external investors, who may lawfully participate in the Private

Placement, where the minimum application and allocation amount is set to the NOK

equivalent of EUR 100,000. The Company and the Manager reserve the right to

allocate below the NOK equivalent of EUR 100,000 pursuant to and in compliance

with applicable exemptions from the obligation to publish an offering prospectus

pursuant to the Norwegian Securities Trading Act. For any minimum application

and allocation amount below EUR 100,000 the total number of investors is limited

to 149 and the minimum application and allocation amount is set to NOK 25,000.

The Private Placement will be subject to shareholder approval at an

Extraordinary General Meeting (EGM) in Panoro, expected to be held on or about 2

March 2016.

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 subscription price in the Private Placement will be set through an

accelerated book-building process conducted by the Manager. The application

period is contemplated to commence today on 9 February 2016 at 16:30 (CET) and

to close on 10 February 2016 at 08:00 (CET). The Company, together with the

Manager, reserves the right to close or extend the application period at any

time at their sole discretion, at short notice.

Allocation of the New Shares will be determined at the end of the book-building

process. The final allocation will be made at the Board's sole discretion,

provided, however, that the Private Placement and issuance of the New Shares

will remain subject to approval at the EGM. The New Shares will be registered

with the Norwegian Register of Business Enterprises (Foretaksregisteret) and VPS

as soon as reasonably practicable following the EGM. Shareholders will by

applying for shares in the Private Placement undertake to vote in favour of the

Private Placement at the EGM for all shares held as registered with the VPS on 8

February 2016.

The New Shares issued in the Private Placement may be placed on a separate ISIN

pending publication of a listing prospectus to be approved by the Financial

Supervisory Authority of Norway (Finanstilsynet), and will not be listed or

tradable on Oslo Stock Exchange until such listing prospectus has been published

by the Company, expected by the 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. The Company will announce the result of the Private

Placement, the number of shares allocated and the final subscription price in

the Private Placement through a stock exchange notice expected to be published

before opening of the trading on Oslo Stock Exchange tomorrow, 10 February 2016.

The following primary insiders have subscribed in the Private Placement at

market price:

Last name/Company First Name Position Subscription

Balkany Investments LLC Chairman of Panoro 4,780,000 shares

Nanes Balkany Partners LLC Chairman of Panoro 770,000 shares

Dighe Nishant Advisor NOK 300,000

Hamilton John CEO NOK 100,000

Qadeer Qazi CFO NOK 75,000

Morton Richard Technical Director NOK 50,000

Herger Alexandra Board member NOK 25,000

In addition, the Private Placement has obtained significant support from the

existing shareholder base.

Subject to completion of the Private Placement and the prevailing market price

of the Panoro shares, Panoro intends to carry out a subsequent offering of new

shares directed towards shareholders in the Company as of 9 February 2016, as

registered with 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 Company will issue a

separate stock exchange notice regarding the ex date, record date and other

information for the participation in a possible subsequent issue.

Michelet & Co Advokatfirma AS has been retained as Panoro's legal counsel in

connection with the Private Placement.

For further information, please contact:

John Hamilton, Chief Executive Officer

Qazi Qadeer, Chief Financial Officer

Tel: +44 203 405 1080

Email: info@panoroenergy.com

Arctic Securities AS

Arctic Sales Desk:

Tel: +47 21 01 31 85

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 disclosure requirements pursuant to section 5-12

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.