Resolutions to complete merger with Pan Petroleum and remaining part of private placement in Panoro Energy ASA

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Resolutions to complete merger with Pan Petroleum and remaining part of private placement in Panoro Energy ASA

Panoro Energy ASA (“PEN”, OSE ticker code) – Reference is made to the Extraordinary General Meeting in Panoro Energy ASA (formerly New Brazil Holding ASA) on April 26, 2010 approving a merger between Panoro Energy ASA  and Pan-Petroleum Holding AS (“Pan-Petroleum”). The creditor notice period for the merger with Pan-Petroleum expired on June 28, 2010.  

Panoro Energy ASA is pleased to announce that the Boards of Directors of Panoro Energy ASA and Pan-Petroleum have resolved to complete the merger, which is scheduled to be completed upon registration in the Register of Business Enterprises (“Foretaksregisteret”) later today on June 29, 2010 being the effective date of the merger. 

Upon completion of the merger Panoro Energy will also complete the remaining NOK 187.75 million (gross proceeds) of the NOK 380.25 million (equivalent to USD 65 million) private placement of new shares that was approved in the Extraordinary General Meeting on April 26, 2010 and closed on June 7, 2010 for NOK 192.5 million (gross proceeds). 

Following these closings there will be 163,947,081 shares outstanding in Panoro Energy ASA, each with a nominal value NOK 1,460471768. 

95,638,921 of the new shares will be non-listed shares issued under a different ISIN until a prospectus has been approved and filed, such filing is expected to take place in September 2010 where after these shares will be automatically converted into ordinary listed shares. Holders of non-listed shares have all agreed to receive such shares, which carry equal rights to the ordinary shares. 

The merger creates a strong South Atlantic oil & gas independent with a reserve and resource base in the order of 200 MMBOE, and establishes a solid foundation for further growth. 

Please find attached a corporate presentation for the combined company. 

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

Please visit www.panoroenergy.com for more information.