Completed private placement – Noreco raises NOK 430 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Stavanger, 23 October 2013: Reference is made to stock exchange announcement from Norwegian Energy Company ASA ("Noreco" or the "Company", ticker "NOR") on 21 October 2013 regarding a comprehensive refinancing of all its bond loans totalling around NOK 3.1 billion, resulting, if completed, in a fully amended bond structure as further described therein (the "Refinancing Proposal") in combination with a private placement of new shares of NOK 400 – 430 million (the “Private Placement”) and up to NOK 100 million in a subsequent offering (the “Subsequent Offering”) (together the “Equity Issue”).

The Company is hereby pleased to announce that the Private Placement has been closed, with a raise of approx. NOK 430 million in gross proceeds through issuance of 4,299,999,987 new shares at a price of NOK 0.10 per share.

“We are pleased to see that investors have agreed to contribute their share to the refinancing of Noreco. Still, I must emphasise that this is only the first of several steps towards a successful refinancing of Noreco. The investors have committed the new equity on several conditions, one of them being that the proposed refinancing of bonds will be sanctioned by bond holders. Bond holder meetings have been called for 5 November”, said Svein Arild Killingland, CEO of Noreco.

“We need the new equity and we need the bond holders to approve revised terms to ensure a balanced and viable financial solution for the Company, its shareholders and its creditors”, Mr Killingland added.

Private placement details

The Private Placement took place as an accelerated bookbuilding process and was managed by Arctic Securities ASA, Pareto Securities AS and Swedbank First Securities as joint lead managers and bookrunners (collectively the "Managers"). The Private Placement, which represents a dilution of approx. 92 per cent of the current outstanding share capital, was fully subscribed at the subscription price and was supported by both existing shareholders and new investors.

Conditional notifications of allotment and payment instructions for the Private Placement will be sent to the applicants on or about 24 October 2013 through a notification to be issued by the Managers.

Next steps

The completion of the Private Placement remains subject to the due approval of the Equity Issue by an extraordinary general meeting of the Company (expected to be held on or about 15 November 2013), due approval of the Refinancing Proposal by the relevant bondholders’ meetings (meetings summoned for 5 November 2013), required registrations and confirmation of final tax refund amount from the Norwegian tax authorities (expected on or about 29 November 2013). The payment date for the Private Placement is expected to be on or about 3 December 2013 with registration and delivery on or about 5 December 2013.

As set out in the announcement of 21 October 2013, the Company's shares currently have a nominal value (NOK 3.10) which exceeds the market value of the shares and the achieved subscription price in the Private Placement. As part of the Equity Issue, the board will therefore propose that the extraordinary general meeting approves a reduction of the shares' nominal value.

To ensure timely receipt by the Company and the investors of, respectively, the proceeds and new shares, the Private Placement will be completed by issuing a new temporary class of shares (A-shares) at a formal subscription price equal to the current nominal value of NOK 3.10 per share, but with increased voting and dividend rights to reflect that the holders of these shares shall have the same capital rights as if they had received ordinary shares at the market price achieved in the bookbuilding process at the new nominal value. In effect - each applicant will for every 31 shares allocated receive the allotted shares in the form of 1 A-share at a nominal value of NOK 3.10, implying that the Company in the Private Placement will issue 138,709,677 A-shares each of a nominal value and subscription price of NOK 3.10. These A-shares will upon completion of the nominal value reduction (i.e. after expiry of a mandatory six weeks' creditor notice period) be split and automatically converted to ordinary shares at the same ratio, so that for every 1 A-share held, 31 ordinary shares listed on the Oslo Stock Exchange will then be received. Such conversion is expected to occur on or about 30 December 2013. As a result of such conversion, the subscribers in the Private Placement will then hold a number of ordinary shares reflecting the implied subscription price in the Private Placement (i.e. in total 4,299,999,987 shares) and which in all respects will be equal to and fungible with the existing shares of the Company. Pending such conversion and the publication of a listing prospectus, the shares issued in the Private Placement will be registered on a separate ISIN and not be tradable on Oslo Børs. The Company will however seek an interim OTC registration for the A-shares issued to participants in the Private Placement.

Subject to completion of the Private Placement and the subsequent completion of the nominal value reduction and conversion of A-shares issued in the Private Placement, the Company will have an issued share capital of NOK 465,609,408.2 divided into 4,656,094,082 ordinary shares.

Subsequent offering

The Board of Directors further proposes to conduct a Subsequent Offering of up to 1,000,000,000 new shares at NOK 0.10 per share (i.e. after the nominal value reduction)  raising gross proceeds of up to NOK 100 million. The Company's shareholders as of 22 October 2013 (as documented by the shareholder register in the VPS as of 25 October 2012 (T+3)), and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive non-transferable subscription rights based on their shareholding as of that date. Over-subscription and subscription without subscription rights will be allowed. Shareholders holding 1,000,000 shares or more as of 22 October 2012 and shareholders allocated shares in the Private Placement will not receive subscription rights (but may participate in the Subsequent Offering). Shareholders holding less than 1,000,000 shares through a nominee account may risk not receiving subscription rights. The Subsequent Offering will be completed after settlement and completion of the Refinancing Proposal.

The shares in the Company will trade excluding the right to receive subscription rights in the Subsequent Offering from today, 23 October 2012.

For further information, please contact:

Svein Arild Killingland, CEO. +47 913 40786

Geir Arne Drangeid, +47 913 10 458

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This press release does not constitute an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan or the United States.

Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although Noreco has attempted to identify important factors that could cause actual events or results to differ from those described in forward-looking statements contained herein, there can be no assurance that the forward-looking statements will prove to be accurate as actual future events could differ materially from those anticipated in such statements. Except as may be required by applicable law or stock exchange regulation, Noreco undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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About Norwegian Energy Company ASA

Noreco is an independent Norwegian oil company. The company's focus is to explore, develop and produce oil and gas in the North Sea region. Since incorporation in 2005, the company has grown through license rounds, successful exploration and acquisitions. Noreco operates in Norway, Denmark and United Kingdom, and employs around 70 oil and gas professionals. Noreco is listed on the Oslo Børs (ticker NOR).

For further information, please visit: www.noreco.com