Panoro Energy ASA

Share Issue/Capital Change • Feb 10, 2021

Panoro Energy - US$ 70 Million Oversubscribed Private Placement Successfully Completed - Mandatory notification of trades

Panoro Energy - US$ 70 Million Oversubscribed Private Placement Successfully Completed - Mandatory notification of trades

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 10 February 2021

Reference is made to the stock exchange release by Panoro Energy ASA (the

"Company" or "Panoro", with OSE Ticker: "PEN") on 9 February 2021 regarding a

contemplated private placement (the "Private Placement") of new shares in the

Company with gross proceeds of US$ 70 million. Panoro is pleased to announce

that it has successfully raised US$ 70 million (equivalent to approximately NOK

593 million) in gross proceeds through the Private Placement of 38,276,451 new

shares in the Company (the "Offer Shares"). The Private Placement was multiple

times oversubscribed at a price per Offer Share of NOK 15.50 (the "Offer

Price"), representing a 2% discount to the last closing price and equivalent to

the 30-day VWAP. The Private Placement received strong interest from both

existing and new investors, including high quality institutional investors in

the Nordics and internationally.

The net proceeds from the Private Placement will be used to partially finance

the acquisitions in Equatorial Guinea and Gabon announced on 9 February 2021,

and related fees and expenses as well as for general corporate purposes. In the

event that one or both acquisitions do not close, the net proceeds will (in

whole or in part) be used for general corporate purposes.

Julien Balkany, Chairman of Panoro, commented: "On behalf of Panoro Energy, I

would like to thank our existing shareholders and new investors for their

outstanding robust support and endorsement of the announced transformational

acquisitions. We are delighted to have generated such strong demand in this

significantly oversubscribed equity raise. We are committed to establish Panoro

as one of the world's leading independent E&P companies focussed on Africa and

to maximise value for all our shareholders"

Tranche-1 of the Offer Shares will comprise of 6,880,000 shares that are

expected to be issued and tradeable on 11 February 2021. The remaining shares

for completion of the Private Placement and delivery of the Offer Shares,

comprising in aggregate Tranche 2 and 3 of 31,396,451 shares, is expected to

occur on or about 8 March 2021 and is inter alia conditional upon the approval

by an Extraordinary General Meeting in Panoro, expected to be held on or about 3

March 2021 (the "EGM"). The due date for payment for allocated Offer Shares is

expected to be on or about 12 February 2021 for Tranche 1 and on or about 8

March 2021 for Tranches 2 & 3. Delivery-versus-payment of Offer Shares is

facilitated by a pre-funding agreement between the Company and the Managers.

The Board of Directors (the "Board") has decided to utilise its authorization

granted by the 2020 annual general meeting to issue the Tranche 1 Offer Shares.

By passing the resolution, the preferential right of existing shareholders has

been set aside to be able to swiftly complete the Private Placement. The Board

believes that this is in the best interest of the Company considering that a

rights issue compared to a private placement normally takes longer time to

complete, comes at much higher costs and usually also at a significantly lower

subscription price. The Board also refers to the proposed subsequent offering as

described below. For the same reasons, the Board will propose that the EGM waive

existing shareholders' preferential rights of existing shareholders for Tranche

2 and Tranche 3. Following issuance of the Tranche 1 Offer Shares the issued and

outstanding share capital of the Company will be NOK 3,795,113, divided into

75,902,259 shares each having a par value of NOK 0.05. Following issuance of the

Tranche 2 and Tranche 3 Offer Shares the issued and outstanding share capital of

the Company will be NOK 5,364,936, divided into 107,298,710 shares each having a

par value of NOK 0.05.

The Company will consider to carry out a subsequent offering without tradeable

subscription rights of up to 5,500,000 new shares in the Company (the

"Subsequent Offering") towards existing shareholders in Panoro as of close of

the Oslo Stock Exchange on 9 February 2021 (as registered in the Norwegian

Central Securities Depositary ("VPS") on 11 February 2021) who (i) were not

allocated Offer Shares in the Private Placement; (ii) were not invited to

subscribe for shares in the pre-sounding of the Private Placement; and (iii) 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. The shares of Panoro will therefore be traded

exclusive of the right to participate in the proposed repair issue as from

today, 10 February 2021. Whether a Subsequent Offering will be carried out will

inter alia depend on the development of the Company's share price following

completion of the Private Placement.

The Company will prepare and publish a combined listing and offering prospectus

for the listing of the Offer Shares issued in the Private Placement as well as

for the Subsequent Offering. The prospectus will be filed with the Financial

Supervisory Authority for approval prior to publication.

Mandatory Notification of Trades

The following primary insiders of the Company have been allocated Offer Shares

in the Private Placement, each such share allocated at the Subscription Price:

· Julien Balkany, Non-executive Chairman and member of the Board: 322,580

Offer Shares. After the transaction, Mr. Balkany through his affiliates,

directly and indirectly controls 3,488,824 shares.

· Torstein Sanness, member of the Board: 32,258 Offer Shares. After the

transaction, Mr. Sanness owns 185,289 shares.

· Hilde Ådland, member of the Board: 3,225 Offer Shares. After the

transaction, Ms. Ådland owns 22,322 shares.

· John Hamilton, CEO: 19,354 Offer Shares. After the transaction, Mr. Hamilton

owns 393,183 shares and has 521,313 Restricted Share Units, which entitles him

to 521,313 shares in the Company.

· Qazi Qadeer, CFO: 12,903 Offer Shares. After the transaction, Mr. Qadeer

owns 174,763 shares and has 167,426 Restricted Share Units, which entitles him

to 167,426 shares in the Company.

· Richard Morton, Technical Director: 19,354 Offer Shares. After the

transaction, Mr. Morton owns 214,743 shares and has 167,426 Restricted Share

Units, which entitles him to 167,426 shares in the Company.

· Nigel McKim, Projects Director: 11,290 Offer Shares. After the transaction,

Mr. McKim owns 22,146 shares and has 145,182 Restricted Share Units, which

entitles him to 145,182 shares in the Company.

As a reminder, a webinar presentation for investors will be held at 8:30 CET on

10 February 2021. Participants are invited to register attendance using the

details below. The online event will be equipped with features to ask live

questions. Joining instructions for participating online or through using local

dial-in numbers will be available upon completion of registration.

Date and 10 February 2021, 08:30 .a.m. CET

Time:

Registration: https://register.gotowebinar.com/register/5255107441268667664

After registering, participants will receive a confirmation

email containing information about joining the webinar.

Participants can use their telephone or computer microphone and

speakers (VoIP).

Pareto Securities AS acted as sole lead manager and joint bookrunner and

Carnegie AS acted as joint bookrunner in the Private Placement (the "Managers").

Auctus Advisors LLP acted as UK placing advisor.

Advokatfirmaet Schjødt AS acted as legal advisor for Panoro and Arntzen de

Besche Advokatfirma AS acted as legal advisor for the Managers in connection

with the Private Placement.

Enquiries

John Hamilton, Chief Executive Officer

Qazi Qadeer, Chief Financial Officer

Tel:     +44 203 405 1060

Email: investors@panoroenergy.com

About Panoro Energy

Panoro Energy ASA is an independent exploration and production company based in

London and listed on the main board of the Oslo Stock Exchange with the ticker

PEN. Panoro holds production, exploration and development assets in Africa,

namely the Dussafu License offshore southern Gabon, OML 113 offshore western

Nigeria (held-for-sale, subject to completion), and the TPS operated assets,

Sfax Offshore Exploration Permit and Ras El Besh Concession, offshore Tunisia.

Subject to completion of certain conditions, Panoro has also farmed-into an

exploration Block 2B, offshore South Africa.

For more information visit the Company's website at www.panoroenergy.com.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of Panoro Energy ASA. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions.  Copies of this announcement are not being made and

may not be distributed or sent into any jurisdiction in which such distribution

would be unlawful or would require registration or other measures. Persons into

whose possession this announcement or such other information should come are

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

The securities referred to in this announcement have not been and will not be

registered under the U.S.  Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

This communication 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 for

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 "believe", "expect", "anticipate",

"strategy", "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 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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified  personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and  changes  in  laws and regulation and the potential

impact of legal proceedings and actions. 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 Company does not provide any guarantees that the

assumptions underlying the forward-looking statements in this announcement are

free from errors nor does it accept any responsibility for the future accuracy

of the opinions expressed in this announcement or any obligation to update or

revise the statements in this announcement to reflect subsequent events. You

should not place undue reliance on the forward-looking statements in this

document.

The information, opinions and forward-looking statements contained in this

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

notice. Neither the Company nor the Managers undertake any obligation to review,

update, confirm, or to release publicly any revisions to any forward-looking

statements to reflect events that occur or circumstances that arise in relation

to the content of this announcement.

Neither the Company or the Managers, nor any of their respective affiliates

makes any representation as to the accuracy or completeness of this announcement

and none of them accepts any responsibility for the contents of this

announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities in the Company. Neither the Company

nor the Managers, nor any of their respective affiliates accepts any liability

arising from the use of this announcement.

This information is subject to the disclosure requirements pursuant to Section 5

-12 the Norwegian Securities Trading Act.