Oslo, 24 February 2026 - Panoro Energy ASA ("Panoro" or the "Company") announced
separately today that it has entered into an agreement with Kosmos Energy
("Kosmos") to acquire the Kosmos subsidiary that holds, through a wholly-owned
entity, a 40.375 per cent non-operated participating interest Block G offshore
Equatorial Guinea (the "Acquisition"). Block G contains the producing Ceiba
field and Okume Complex where Panoro already owns a 14.25 per cent participating
interest which as a result will increase to 54.625 per cent upon closing.

The Company is also pleased to report financial and operational performance for
Q4 and full-year 2025.

Group working interest production in 2025 averaged 10,263 bopd, while crude oil
liftings were in line with previously communicated expectations at 3.1 million
barrels. Full-year 2025 revenue was USD 216.8 million, EBITDA USD 97.6 million
and net cash flow from operations USD 73.3 million.

In calendar year 2025 the Company distributed a total of NOK 411 million to
shareholders through quarterly cash distributions and share buybacks. This
brings the cumulative cash returned to shareholders through distributions and
buybacks since March 2022 to NOK 795 million.

The Company has today declared a quarterly cash distribution of NOK 50 million
for payment in March as a return of paid in capital.

Julien Balkany, Executive Chairman of Panoro, commented:

"The accretive Acquisition of an additional 40.375 per cent interest in Block G
represents a rare and highly strategic opportunity to significantly transform
the scale of and strengthen our portfolio, creating a materially larger, more
resilient business in order to deliver enhanced shareholder returns. The
transaction economics and metrics are very attractive for Panoro, underlining
our continued commitment to disciplined and prudent capital allocation.

Meanwhile, our underlying business performed well in 2025 with full-year average
group production of 10,263 bopd, a new record high. With development drilling
commencing mid-2026 at our flagship Dussafu block in Gabon, work is underway to
normalise production at the Ceiba field in Equatorial Guinea, as we maintain
steady performance in Tunisia. We expect group working interest production this
year on a pro-forma basis including the Acquisition to average between 15,000
and 17,000 bopd, with the objective to achieve above 20,000 bopd in 2027 when
the planned work programmes are completed. Alongside this, we are maturing the
Bourdon discovery in Gabon towards FID and evaluating the new state-of-the-art
seismic data we have recently acquired covering the Niosi, Guduma and Dussafu
blocks which will allow us to confirm future high-impact drilling targets. In
Equatorial Guinea, we have also high-graded the exciting Estrella discovery on
Block EG-23 as a potential fast-track appraisal and development project that
could be tied back to existing infrastructure.

Looking ahead, the Board is confident that Panoro is well positioned for its
next chapter of growth over the long run and has today declared a Q4 cash
distribution of NOK 50 million. We look forward to unlocking value and
generating sustainable returns for all our stakeholders."

Acquisition Highlights

  · Panoro on path to achieve group net production of 20,000 bopd in 2027
  · Acquisition of an additional 40.375 per cent interest in Block G offshore
Equatorial Guinea for an initial cash consideration of USD 180 million
(effective date 1 January 2025)
  · Aggregate deferred contingent consideration of up to USD 39.5 million
dependent on certain production and oil price thresholds
  · Purchased at USD 3.91 per 2P barrel (based on initial consideration), USD
2.40 per 2P+2C barrel
    · Attractive metrics relative to Panoro's pre-announcement trading
multiples, broker valuations and other comparables, emphasising the strong value
creation for shareholders

  · Significantly increases Company scale by 110 per cent based on 2P reserves
and over 80 per cent based on 2025 working interest production:
    · Adds net working interest 2P reserves of 46 MMbbls* with robust operating
margins and contingent resources of 29 MMbbls*
    · Full year 2025 working interest production was 8,271 bopd net to the
interest being acquired

  · Will increase both frequency and size of Panoro's crude oil liftings which
underpin long-term free cash flow
  · Enhanced joint-venture role and scope with the means to pro-actively
influence future production growth, work program and efficiency
  · No impact on Panoro's corporate cost base, and materially accretive on all
standard metrics applied by industry
  · To be financed through a Private Placement consisting of an initial fully
underwritten tranche of 11,694,400 shares which, owing to very strong demand,
was upsized by a second tranche of 8,305,599 shares, which is covered by pre
-commitments, taking the aggregate size of the Private Placement to 19,999,999
shares and contemplated USD 150 million tap issuance within the Company's
existing bond framework (please refer to separate announcements)

* Based on 2P reserves and 2C resources for Block G stated at 31/12/2024 as per
Panoro's last published Annual Statement of Reserves

Fourth Quarter 2025 Trading and Financial Update

Working Interest Production

  · Group working interest production in Q4 and full-year 2025 was:

Average W.I. production - bopd  Q4 2025  FY 2025
Equatorial Guinea               2,374    2,919
Gabon                           5,343    5,813
Tunisia                         1,511    1,531
Total                           9,228    10,263

Crude oil liftings

  · Crude oil volumes lifted and sold in Q4 and full-year 2025 were in line with
previously communicated expectations:

                              Q4 2025            FY 2025
Volumes lifted                1,050,138 barrels  3,060,330 barrels
Average realised price after  USD 60.66 / bbl    USD 65.14 / bbl
adjustments and customary
fees
Proceeds                      USD 63.7 million   USD 199.4 million

Note: Proceeds from oil sales differs to total reported revenue which includes a
gross up for state profit oil in Gabon with a corresponding amount included as
deemed income tax for reporting purposes

Financial Performance

  · Q4 2025 reported revenue was USD 67.3 million (Q3 2025: USD 63.5 million)
and EBITDA USD 27.6 million (Q3 2025: USD 19.3 million) reflecting higher
liftings in the quarter (34 per cent of Panoro's 2025 liftings occurred in Q4)
  · Q4 2025 loss before tax was USD 8.1 million after impairments of USD 16.1
million primarily in relation to exploration costs at Block S (Q3 2025 profit
before tax: USD 1.5 million) and net loss of USD 9.5 million (Q3 2025 net loss:
USD 3.1 million)
  · Full year 2025 reported revenue was USD 216.8 million (2024: USD 285.1
million) and EBITDA USD 97.5 million (2024: USD 152.2 million)
  · Full year 2025 profit before tax was USD 4 million (2024: USD 78.2 million)
and net loss USD 14.6 million (2024 net profit: USD 60.7 million)
  · Net cash flow from operations for full-year 2025 was USD 73.3 million (2024:
USD 112.4 million) against capital expenditure for the year of USD 39.5 million
(2024: USD 103.3 million)
  · Cash at bank at 31 December 2025 was USD 77 million which includes advances
taken against future oil liftings of USD 25 million
  · Gross debt outstanding at 31 December 2025 comprised solely of USD 150
million senior secured notes
  · Net leverage ratio 1.0x at 31 December 2025

2026 Guidance

  · The Acquisition will result in a step change to Panoro's group production
outlook. Incorporating the additional Block G interest on a full-year pro forma
basis, group working interest production in 2026 is expected to average between
15,000 bopd to 17,000 bopd
  · The production range is based on current operator forecasts, including
assumptions on planned facility maintenance, process uptime and allowance for a
level of unplanned outages
  · Drilling of four new production wells at Dussafu, normalisation of
production at the Ceiba field in Equatorial Guinea and incremental projects in
Tunisia are expected to progressively increase group production to approximately
20,000 bopd upon completion of the work programmes
  · Capital expenditure in 2026 (excluding acquisition costs) based on current
ownership of Block G is expected to be approximately USD 55 million, the
majority of which is in relation to the MaBoMo Phase 2 drilling campaign and 3D
seismic acquisition (completed across the Niosi, Guduma and Dussafu blocks
during January) in Gabon. Incorporating the additional Block G interest on a
full-year pro forma basis would increase capital expenditure by approximately 17
million to USD 72 million for the year
  · Cash operating costs in 2026 (excluding royalties) are expected to be
approximately USD 23 per barrel. Non-recurring project costs in 2026 are
expected to be approximately USD 3-5 per barrel
  · Q1 2026 liftings are expected to be approximately 425,000 barrels
  · Full-year 2026 aggregate liftings based on current Block G ownership are
expected to be in the range of 3.1 to 3.5 million barrels (based on current
estimates) with around 80 per cent of crude sales for the year occurring in H2.
Incorporating the additional Block G interest on a full-year pro forma basis,
aggregate expected liftings would be in the range of 5.1 to 5.5 million barrels
  · Hedging programme underway with 500,000 barrels currently hedged at a
minimum of USD 66/bbl for near term oil sales. The programme will continue to be
implemented over the course of the year, subject to market conditions, to
include price mitigation for at least 50 per cent of barrels to be sold during
2026

2025 Shareholder Returns

  · In accordance with the Company's previously communicated 2025 shareholder
returns policy, during calendar year 2025 the Company distributed a total of NOK
411 million to shareholders, comprising:
    · Cash distributions of NOK 320 million (paid quarterly as a return of paid
in capital)