PetroNor E&P announces that the Company's net indirect interest in PNGF Sud, PetroNor'score asset, will increase from 10.5% to 16.83% following i) a USD 18 million contingent acquisition of all of Symero Limited's shares in Hemla Africa Holding AS ("HAH"), and ii) a court ruling in Congo related to parts of MGI International S.A.'s indirect share in PNGF Sud (the "MGI Ruling"). Symero's shares in HAH represent 29.293% of all issued and outstanding shares in HAH, and following completion of the Symero Transaction, the Company will own 100% of all issued and outstanding shares in HAH.

Furthermore, PetroNor announces that it is considering raising USD 50 to 60 million of new equity, whereof USD 32 to 42 million in cash and USD 18 million as in-kind consideration for the Symero Transaction. The Company has mandated Arctic Securities AS, Pareto Securities AS and SpareBank Markets AS as Joint Managers and Bookrunners to arrange a series of equity investor meetings and calls commencing on 19February 2021. Petromal Sole Proprietorship LLC and related group companies, the Company's mainshareholder owning 38.28% of all issued and outstanding shares in the Company, has committed to subscribe for its pro-rata share ofthe Contemplated Equity Financing, representing a subscription of approximately USD 19 to 23 million.

Highlights

• PetroNor's net indirect interest in its core asset PNGF Sud to increase from 10.5% to 16.83% following the contemplated Symero Transaction and the MGI Ruling.
• ~60% increase in PetroNor's PNGF Sud production and reserves with no impact on overheadcosts;
• Net production from PNGF Sud to increase from 2,385 barrels of oil per day ("bopd") to 3,850 bopd, based on 2020 average production;
• Net 2P reserves as of Year-end 2020 increasing from 9.9 million to 15.9 million barrels of oil ("mmbbl");
• Reserves and resources are currently beingaudited, with update expected in March 2021. Based on production performance and expanded infill drilling program, the Company expects an increase in both reserves and resources.
• Plans to raise USD 50 to 60 million of new equity, whereof approximately USD 37 to 41 million committed through pre-subscription from Petromal and in-kind consideration to Symero. Post the Contemplated Equity Financing, PetroNor will be in a robust financial position and fully funded for all sanctioned activities with significant flexibility to adjust its capital expenditurein a low oil price environment.

Commenting on the update, Eyas Alhomouz, Chairman of PetroNor E&P Limited, said:
"These are value accretive transactions that materially increase PetroNor's production, reserves and cash flow. The opportunity to obtain a greater interest in PNGF Sud is wholly in-line with our stated growth strategy in terms of getting exposure to more economically robust cash flow and low-riskupside.

PNGF Sud is already the stable foundation of our Company and its therefore an asset we knowintimately well. The asset is operated by Perenco, a leading operator of mid- and late life assets in emerging markets with a proven track record of continuous increase in reserves and production andcost reductions to deliver higher margin barrels.

The transactions represent an exciting development for PetroNor complementing the other activities within the portfolio that are gathering momentum; notably the delayed completion of the Aje transaction, and our approval for the Guinea Bissau transaction. Post completion of these various items, we will have successfully assembled a diverse portfolio of assets in various stages of development, giving PetroNor and its shareholders exposure to multiple catalysts through a fullyfunded and active work programme that will begin ramping up later this year.

Our major shareholders have demonstrated firm confidence in the Company, its strategy and outlook through its commitment to the equity financing, and we look forward to broadening our shareholderbase and wider market appeal through that process."

Symero Transaction

Subject to certain condition precedents, PetroNor willacquire Symero's shares inHAH representing 29.293% of the share capital of HAH, equivalent to a 4.93% indirect interest in PNGF Sud, for a consideration of USD 18 million to be paid in-kind through issuance of new shares in PetroNor at a price equivalent to the price in the Contemplated Equity Financing. Following the Symero Transaction,PetroNor will own 100% of HAH.

Impact on PetroNor

The transactions increase the indirect working interest in PNGF Sud from 10.5% to 16.8% and in PNGF Bis from 14.7% to 23.6%. Following the completion of both transactions, the Company'sproduction and reserves will increase 50-60%. The combined consideration of approximately USD 22 million corresponds to USD 3.7/bbl for the 2P reserves, which compares to an estimated NPV12 of USD 8.2/bblat USD 60/bbl.

PNGF Sud

Initially discovered in 1979, PNGF Sud commenced production in 1987 and is currently producing approximately 22,000 bopd gross from four oil fields, Tchibouela, Tchendo, Tchibeli and Litanzi. Following the entry of the new licence group in 2017 operated by Perenco, significant operational improvements have been made, increasing gross production, and reducing operating costs. There is a potential to increase production to 30,000 bopd, mainly through work-over and infill drilling.

KeyFacts Energy: PetroNor Republic of the Congo country profile