Contemplated private placement

Panoro Energy ASA ("PEN", OSE ticker code), the independent oil and gas
company with assets in West Africa and Brazil, is contemplating raising
between NOK 400 and 600 million in new equity and has retained Pareto
Securities AS and Carnegie ASA as joint lead managers (together the
"Managers") to advise on and effect a private placement of new shares
directed towards Norwegian investors and International institutional
investors. The price will be determined through an accelerated
book-building process.

The book-building period opens today (February 3, 2011) at 17:30 CET and
closes on February 4, 2011 at 08:30 CET. The Board of PEN may, however,
at any time resolve to close or extend the book building period at its
own discretion. The minimum order and allocation in the private
placement has been set to the number of shares that equals an aggregate
purchase price of at least the NOK equivalent of EUR 50,000.

Use of proceeds will be to strengthen the Company's balance sheet in
order to progress development projects in Brazil and Congo and further
develop the underlying values in the portfolio.

Settlement of 16.4 mill shares will take place on or around February 4,
2011, by delivery of existing and unencumbered shares in the Company
that are already listed on Oslo Stock Exchange, pursuant to a share
lending agreement entered into between Pareto Securities, Panoro and
certain existing shareholders. Allocation of the shares exceeding the
existing authorization granted to the Board of 16.4 mill shares, will be
conditional upon approval at the EGM in the Company, expected to take
place on or around March 1, 2011 and will not be tradable until the
share capital increase has been registered in the Norwegian Register of
Business Enterprises, and a listing prospectus has been approved by
Finanstilsynet (FSA) and published.

Subject to a successful completion of the Private Placement, the Board
of Directors will, based on various factors including the final Offer
price, consider proposing to the EGM a subsequent offering directed
towards PEN shareholders as of February 3, 2011 (as recorded in VPS on
February 8, 2011) who were not allocated shares in the private placement
(a "Subsequent Offering"). There can, however, be no guarantee that the
board of PEN will propose a Subsequent Offering or that such Subsequent
Offering will be resolved or authorized by the EGM.

IMPORTANT NOTICE:

This notice is not for distribution to United States new services or for
dissemination in the United States, Canada, Japan or Australia or
elsewhere where such dissemination is not appropriate. The contents of
this announcement have been prepared by and are the sole responsibility
of Panoro Energy ASA ("PEN"). Pareto Securities AS and Carnegie ASA are
acting exclusively for PEN and no one else and will not be responsible
to anyone other than PEN for providing the protections afforded to their
respective clients, or for advice in relation to the contemplated
Private Placement 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 Private Placement 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.

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 Private Placement 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.

For further information, please contact:

Anders Kapstad, CFO
Tel: +47 23 01 10 01
Cell: +47 918 17 442
Email: anders.kapstad@panoroenergy.com

Jonas Gamre, Finance & Investor Relations Manager
Tel: +47 23 01 10 02
Cell: +47 971 18 292
Email: jonas.gamre@panoroenergy.com