PROSPECTUS Panoro Energy ASA (Incorporated in Norway as a public limited liability company) (Registration number: 994 051 067) Listing of 24,472,000 Third Tranche New Shares issued in a Private Placement on Oslo Børs Listing of 307,578 Trafigura Shares to be issued on Oslo Børs Subsequent Offering of up to 5,500,000 Offer Shares at a Subscription Price of NOK 15.50 per Offer Share Subscription Period: From 8 March 2021 at noon (CET) to 15 March at 16:30 hours (CET) ---- The information in this prospectus (the “Prospectus”) relates to (i) the listing on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the “Oslo Børs” or “Oslo Stock Exchange”) by Panoro Energy ASA (“Panoro Energy”, “Panoro” or the “Company”, and together with its consolidated subsidiaries, the “Group”) of 24,472,000 new shares in the Company with a nominal value of NOK 0.05 (the “Third Tranche New Shares”) issued at a subscription price of NOK 15.50 per New Share (the “Subscription Price”) which together with the issuance of 6,800,000 new shares in the Company (the “First Tranche New Shares”) and 6,924,451 new shares in the Company (the "Second Tranche New Shares, all issued at the Subscription Price, raised gross proceeds of NOK 593,284,990.50 million in a private placement directed towards certain Norwegian and international institutional investors (the “Private Placement”), (ii) listing of 307,578 new shares in the Company issued at the Subscription Price and subscribed by Trafigura Ventures V B.V. (the "Trafigura Shares", and together with the First Tranche New Shares, the Second Tranche New Shares and the Third Tranche New Shares; the "New Shares") and (iii) a subsequent offering (the “Subsequent Offering”) of up to 5,500,000 new ordinary shares to be issued by the Company (the “Offer Shares”) directed towards shareholders in the Company, as of 9 February 2021, as registered with the Norwegian Central Securities Depository (“VPS”) on 11 February 2021 (the “Record Date”), who (i) were not invited to subscribe for shares in the pre-sounding of the Private Placement, (ii) were not allocated New Shares in the Private Placement, and (iii) 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 (“Eligible Shareholders”). The First Tranche New Shares have been issued and delivered and are trading on Oslo Børs. The Second Tranche New Shares will be listed following issuance and registration with the VPS and the Trafigura Shares and the Third Tranche New Shares will be listed following issuance and registration with the VPS and the publication of this Prospectus. Eligible Shareholders will receive non-transferable subscription rights (“Subscription Rights”) based on their shareholding as of the Record Date. The Subscription Rights will give Eligible Shareholders a preferential right to subscribe for and be allocated shares in the Subsequent Offering. Over- subscription is allowed. Subscription without Subscription Rights is permitted. Eligible Shareholders will be granted 0.171143 Subscription Rights for each Share held on the Record Date. Each Subscription Right will give the right to subscribe for one (1) Offer Share in the Subsequent Offering. The subscription period commences on 8 March 2021 at noon (Central European Time, "CET") and expires on 15 March 2021 at 16:30 hours CET (the “Subscription Period”). Subscription Rights that are not used to subscribe for Offer Shares before expiry of the Subscription Period will have no value and will lapse without compensation. The due date for the payment of the Offer Shares in the Subsequent Offering is expected to be on or about 22 March 2021 (“Payment Date”). Delivery of the Offer Shares in the Subsequent Offering is expected to take place on or about 24 March 2021 through the facilities of the VPS. If the conditions for closing of the Subsequent Offering are not fulfilled, the Subsequent Offering may be withdrawn, resulting in all applications for Offer Shares being disregarded, any allocations made cancelled and any payments made being returned without any interest or other compensation. The First Tranche New Shares are, and the Second Tranche New Shares, Third Tranche New Shares and the Offer Shares will be, registered with the VPS in book-entry form. All Shares rank in parity with one another and carry one vote. Except where the context otherwise requires, references in this Prospectus to the “Shares” will be deemed to include the New Shares and the Offer Shares. The distribution of this Prospectus in certain jurisdictions may be restricted by law. The Company and the Manager require persons in possession of this Prospectus to inform themselves about, and to observe, any such restrictions. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or subscription or purchase would be unlawful. The Company is not taking any action to permit a public offering of the Offer Shares in any jurisdiction outside Norway. The Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (“U.S. Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States, and are being offered and sold: (i) in the United States only to persons who are qualified institutional buyers (“QIBs”) in reliance on Rule 144A or another available exemption from registration requirements of the U.S. Securities Act; and (ii) outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act (“Regulation S”). Prospective investors are notified that any seller of the Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. The distribution of this Prospectus and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. Accordingly, neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of this Prospectus are required by the Company and the Managers to inform themselves about and to observe any such restrictions. Failure to comply with these regulations may constitute a violation of the securities laws of any such jurisdictions. See Section 16 “Selling and Transfer Restrictions”. Investing in the Offer Shares involves a high degree of risk. Prospective investors should read the entire Prospectus and, in particular, consider Section 2 “Risk Factors” when considering an investment in the Company. Managers Sole lead manager and joint bookrunner Joint bookrunner The date of this prospectus is 5 March 2021 Panoro Energy ASA – Prospectus IMPORTANT INFORMATION This Prospectus has been prepared in order to provide information about Panoro Energy and its business in connection with the listing (the “Listing”) on Oslo Børs of the Trafigura Shares and the Third Tranche New Shares and the Offer Shares to be issued in the Subsequent Offering. This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75, as amended (the “Norwegian Securities Trading Act”) and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act (the “EU Prospectus Regulation”). This Prospectus has been prepared solely in the English language. This Prospectus has been approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (the “Norwegian FSA”), as competent authority under the EU Prospectus Regulation. The Norwegian FSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. The Prospectus has been drawn up as a simplified prospectus in accordance with Article 14 of the EU Prospectus Regulation. For the definitions of terms used throughout this Prospectus, see Section 18 “Definitions and glossary”. Pareto Securities AS (“Manager1”) and Carnegie AS (“Manager2”) are acting as managers (the “Managers”) in the Subsequent Offering. The information contained herein is current as at the date hereof and is subject to change, completion and amendment without notice. In accordance with Article 23 of the EU Prospectus Regulation, significant new factors, material mistakes or material inaccuracies relating to the information included in this Prospectus, which may affect the assessment of the Offer Shares and which arises or is noted between the time when the Prospectus is approved by the Norwegian FSA and the listing of the Shares on Oslo Børs, will be mentioned in a supplement to this Prospectus without undue delay. Neither the publication nor distribution of this Prospectus, nor the sale of any Offer Share, shall under any circumstances imply that there has been no change in the Group's affairs or that the information herein is correct as at any date subsequent to the date of this Prospectus. No person is authorised to give information or to make any representation concerning the Group or in connection with the Subsequent Offering or the sale of the Offer Shares other than as contained in this Prospectus.