second quarter and first half year report 2012

Second Quarter and First Half Year Report 2012

August 9, 2012

Second quarter and first half report 2012

Contents Contents ............................................................................................................................................................................ 2

Highlights and events ......................................................................................................................................................... 3

Operational update ............................................................................................................................................................ 4

Financial information ......................................................................................................................................................... 6

Risks & uncertainties ....................................................................................................................................................... 10

Outlook ........................................................................................................................................................................... 12

Condensed consolidated financial statements .................................................................................................................. 13

Notes to the condensed consolidated financial statements .............................................................................................. 17

Responsibility statement ................................................................................................................................................. 23

Other information ............................................................................................................................................................ 24


Highlights and events Panoro Energy ASA ("PEN" ticker code OSE) and its subsidiaries (“Panoro Energy” or “the Company”) report EBITDA of USD 6.5 million for the second quarter 2012. Production from Manati remained high as gas demand from thermoelectric power plants was strong during the quarter. Drilling commenced at the first of three wells in the exploration campaign in the southern Santos basin. The KUN-204, KUN-205 and KUN-206 wells in the Mengo-Kundji-Bindi project onshore Congo-Brazzaville were drilled during Q2, with results broadly in line with the previous KUN-201, KUN-202 and KUN-203 wells.

Second Quarter Highlights and Subsequent Events

Group net gas sales averaged 3,952 BOE/day in the second quarter versus 3,192 BOE/day in the previous quarter

Group EBITDA was USD 6.5 million, up from USD 5.3 million in the previous quarter

Drilling commenced in Block BM-S-72 (the Sabiá well) in the Santos basin offshore Brazil

The KUN-204, KUN-205 and KUN-206 wells were drilled in the Mengo-Kundji-Bindi project in Congo-Brazzaville

The Company has retained FirstEnergy Capital to evaluate potential strategic alternatives for its West African business unit, as part of a broader review of the assets


Operational update Panoro Energy currently has assets in two of the world’s most prolific petroleum regions; Brazil and West-Africa. In Brazil, the Company has interests in three main projects of which one is a producing field. In West-Africa, the Company is engaged in projects in Congo-Brazzaville, Gabon and Nigeria.

BRAZIL

Manati Field: Petrobras (Operator, 35%), Panoro Energy (10%)

Average gas production from Manati was 6.6 million m3 per day in the second quarter (4,123 BOE/day net to Panoro), resulting in sales of 3,952 BOE/day. The production figures represent an increase of approximately 26% compared to the first quarter 2012 and an increase of approximately 88% compared to the second quarter 2011. The year-on-year increase is a result of all the six wells being back at full production capacity, after repair and maintenance work that reduced production capacity last year. Average production in Q3 2012 has been 6.6 million m3 /day to date (4,143 BOE/day net to Panoro) with the field continuing to produce from all six wells.

The Manati gas price decreased to 8.22 USD/MMBtu (before royalties and taxes) in the second quarter 2012 from 9.12 USD/MMBtu in the first quarter, reflecting weakening of the BRL versus USD. The price for the Manati gas is fixed in Brazilian Reais and annually adjusted for Brazilian inflation (IGPM index).

The operator has scheduled a shut-down of the field for 2-3 weeks, which has now been postponed to early 2013, for maintenance of the onshore gas processing plant and replacement of certain topside equipment on the platform. Annual production is expected to average between 5.5 and 6.0 MMm3/day, with actual production depending on demand for natural gas.

BM-S-63, BM-S-71 and BM-S-72 - Santos Round 9 Exploration Assets: Vanco (Operator, 70%), Panoro Energy (15%)

The Sabiá well in the BM-S-72 block in the southern Santos basin offshore Brazil was spudded just after the end of the quarter. The well is being drilled with Transocean's semi-submersible drilling rig GSF Arctic I.

The Sabiá well is located approximately 230 km south of the city of Santos at water depth of approximately 200 metres. The well will be vertically drilled with a total depth (TD) of 4,486 metres. The primary reservoir target for this well is post-salt sandstones of the Itajai-Acú formation, expected to be encountered at around 3,700 metres below mean sea level. The prospect is also targeting secondary sandstones in the Lower Jureia at 3,300 metres in the Itajai-Acú formation, and the Ilha Bela member of the Jureia formation at 4,000 metres.

The drilling operation for this well is expected to take 2-3 months. After finishing the Sabiá well the rig will drill the Canario prospect (BM-S-63) followed by the Jandaia prospect (BM-S-71).

The Columbian petroleum company Ecopetrol announced in July that they have reached an agreement to farm in 30% of the operator’s interest in the three Round 9 blocks. The transaction is subject to ANP approval and supports Panoro’s strong belief in these high impact exploration wells.

BS-3 Project: Petrobras (Operator, 35%) Panoro Energy: Cavalo Marinho (50%), Estrela do Mar (65%) and Coral (35%)

The development of the BS-3 fields is planned to be integrated with other fields in the area, and various options to share infrastructure are under consideration.

The development plan for Cavalo Marinho (and Caravela - 100% Petrobras) was resubmitted in June. The new plan reflects gas export without the nearby Tiro/Sidon discoveries (now renamed Bauna and Piracaba) as these will re-inject produced gas.

Gas export options for the BS-3 fields are being re-evaluated, with respect to alternative pipe-line routes and gas processing options, and considering potential volumes from several nearby high-profile exploration wells for which results are expected within the next year. In parallel, studies continue to firm up the integration between the five BS3 fields (stand-alone solutions vs sub-sea tie-backs). Revised development plans will be filed with the ANP upon conclusion on the gas export solution and a strategy to evaluate the area B1 zone potential.


CONGO-BRAZZAVILLE

Mengo-Kundji-Bindi (MKB): SNPC (Operator, 60%), Panoro Energy (20%)

The KUN-204, KUN-205 and KUN-206 wells were drilled and logged during the quarter. The KUN-204 well, drilled 640 metres northeast of platform 200, encountered a 158 metre oil column with 49 metres of net pay. The KUN-205 well, drilled 950 metres north by north west of platform 200, encountered a 133 metre oil column with 46 metres of net pay, and the KUN-206 well, drilled 1400 metres southeast of platform 200, encountered a 101 metre oil column with 19 metres of net pay. These wells will now be completed and tested during the coming months, before commencing commingled production.

KUN-201, KUN-202 and KUN-203 commenced commingled production during May. Gross production from KUN-4bis, KUN-5, KUN-201, KUN-202 and KUN-203 amounted to approximately 39,000 barrels in the second quarter 2012, compared with production of approximately 30,000 barrels in the first quarter 2012. The produced oil was exported by road tanker to the CORAF refinery near Pointe Noire.

GABON

Dussafu Marine: Harvest (Operator, 66.67%), Panoro Energy (33.33%)

Planning is ongoing for the drilling of the Tortue prospect on the Dussafu Marin Permit, 15 km southeast of the Ruche discovery made in 2011. The joint venture has secured the use of a semi-submersible drilling unit, to drill the Tortue prospect. The drilling unit, the Scarabeo 3, is owned and operated by Saipem S.p.A and the well is expected to spud in fourth quarter 2012. The well targets pre-salt Gamba and mid-Dentale reservoirs and a secondary post-salt Madiela reservoir. When combining these reservoirs the Tortue prospect has according to the operator consolidated mean prospective resources of 28 MMbbls with 56% geological chance of success.

In combination with the existing discovery on Ruche, the minimum commercial threshold for Tortue is estimated to be around 10 MMbbl, resulting in a commercial chance of success of 46%.

NIGERIA

OML113 Aje Field: YFP (Operator), Chevron (Technical Advisor), Panoro Energy (6.5% participating interest)

The OML 113 partners are continuing to evaluate options for development of the Aje field. Ongoing technical work, including reviews of the seismic mapping, the four previously drilled wells and oil development concepts will be reviewed at a series of meetings over coming months and this work could lead to a well in 2013 with the primary objective being the appraisal of the Cenomanian oil reservoir.


Financial information

Income statement review

Second quarter 2012 versus first quarter 2012

Panoro Energy reported an EBITDA of USD 6.5 million for the second quarter 2012, compared to USD 5.3 million in the first quarter.

The increase in EBITDA was primarily driven by higher revenue from Manati gas sales, combined with reduced general and administrative costs.

Revenue in the second quarter 2012 was USD 12.1 million, up from USD 10.9 million in the first quarter 2012. The volume sold increased by 760 BOE/day or 24% from the first quarter, whereas the realised sale price decreased by 10% from USD 9.12 to USD 8.22 per MMBtu. The lower gas price reflects weakening of BRL against USD during the quarter.

Production costs were USD 1.5 million, compared to USD 1.2 million in the previous quarter; with the increase explained by higher production during the current quarter.

Exploration costs amounted to USD 0.3 million, down from USD 0.4 million in the first quarter.

General and administration costs amounted to USD 3.8 million in the second quarter, compared to USD 4.1 million in the first quarter.

Depreciation increased to USD 2.0 million from USD 1.8 million in the first quarter. The increase is in line with the production activity for the respective quarters.

The share based payments charge of USD 364,000 in the second quarter, virtually unchanged from USD 369,000 in the previous quarter.

This generated an EBIT of USD 4.1 million in the second quarter, compared to USD 3.1 million in the first quarter.

Net financial items amounted to a negative USD 9.7 million in the second quarter 2012, including net interest costs of USD 3.5 million, net other financial costs of USD 0.9 million, negative movement in fair value of financial instrument of USD 0.2 million, and a net foreign exchange loss of USD 5.1 million.

This compared to net financial items of a negative USD 0.2 million in the first quarter 2012, which included net interest costs of USD 2.5 million, net other financial costs of USD 0.4 million, positive movement in fair value of financial instrument of USD 0.2 million and net foreign exchange gain of USD 2.5 million.

The increase in net interest costs reflects lower return on Group’s cash placements, as interest costs were stable compared to the previous quarter. The increase in other financial costs reflects intercompany financing costs, mostly arising on settlement of historical loans. Loss in fair value of financial instruments represents gain reversed on maturity of currency swaps during the current quarter. The large negative movement in foreign exchange primarily reflects an 11% weakening of BRL against USD compared to the first quarter 2012.

Loss before tax was thus USD 5.6 million in the second quarter 2012, compared to an income before tax of USD 3.0 million in the previous quarter.

The Group recognized an income tax charge of USD 3.1 million in the second quarter 2012, compared to USD 2.6 million in the first quarter. This mainly reflects reversal of deferred tax assets and higher current tax in the current period, owing to higher income from operations in Brazil.

The net loss for the quarter was thus USD 8.7 million, a decline from a net profit of USD 0.4 million in the first quarter. Other comprehensive income of a negative USD 19.3 million was a result of translating Brazilian subsidiaries for reporting purposes, reflecting the BRL weakening against USD during the quarter. Other comprehensive income was a positive USD 3.2 million in the first quarter.


Year to date 2012 versus Year to date 2011

Panoro Energy reported an EBITDA of USD 11.8 million for the half year ended June 30, 2012 compared to USD 6.3 million in half year ended June 30, 2011.

The increase in EBITDA was primarily driven by higher gas sales revenue from the Manati field where unscheduled maintenance of risers resulted in lower production in the first half 2011.

Year to date revenue was USD 23.1 million, up from USD 16.4 million in the same period last year. The volume sold increased by 1,270 BOE/day or 56%. Realised price declined from USD 9.46 to USD 8.62 per MMBtu which reflects an average weakening of BRL against USD. Gas sale prices are fixed in BRL and therefore subject to currency movements on translation to USD for reporting purposes.

Production costs were USD 2.7 million in the first half 2012 compared to USD 2.4 million in the same period last year with the increase explained by higher production during the first half 2012.

Exploration related costs amounted to USD 0.6 million, up from USD 0.2 million in first half 2011. The increase is mainly due to higher geological and geophysical data costs in the current period.

General and administration costs increased to USD 7.9 million in the first half 2012, compared to USD 7.5 million in the first half 2011.

Depreciation increased to USD 3.8 million from USD 2.8 million in the first half last year, with the increase in line with the increase in production activity.

No impairment charges were recognized in the first half 2012, whereas the Income Statement for the first half 2011 was negatively affected by impairment of USD 0.2 million. Share based payment charges were stable at USD 0.7 million in both periods.

This generated an EBIT of USD 7.3 million in the first half 2012, compared to USD 2.6 million in the first half of 2011.

Net financial items amounted to a negative USD 9.9 million in the first half 2012; including net interest costs of USD 6.0 million, net other financial costs of USD 1.3 million and a net foreign exchange loss of USD 2.6 million.

This compared to net financial items of a negative USD 8.0 million in the first half 2011; including net interest costs of USD 8.0 million, net other financial costs of USD 2.4 million, net foreign exchange gain of USD 1.2 million and positive movement in fair value of warrants of USD 1.2 million.

Loss before tax was thus USD 2.6 million in the first half 2012, compared to USD 5.4 million in the first half 2011.

The Group recognized an income tax charge of USD 5.6 million in the first half 2012, compared to USD 8.3 million in the comparative period in 2011. This mainly reflects reversal of deferred tax assets and higher current tax in the first half of 2012, owing to higher income from operations in Brazil.

The net loss was thus USD 8.3 million in the first half 2012 an improvement from a net loss of USD 13.7 million in the first half 2011. Other comprehensive income of a negative USD 16.2 million reflects translation of Brazilian subsidiaries for reporting purposes. The movement was a result of an 8% BRL weakening against USD during the first half of 2012. In the first half 2011, other comprehensive income was a negative USD 3.1 million.

Statement of financial position review Movements to June 30, 2012 from March 31, 2012

The movements in Group statement of financial position during second quarter 2012 were a combination of the following:

Non-current assets

Non-current assets amounted to USD 302.8 million at June 30, 2012, a decrease of USD 16.3 million from the end of the first quarter.

Licences and exploration assets amounted to USD 210.3 million, a decline of USD 2.4 million in the quarter. The main reason for the decrease was a negative impact of currency translation of Brazilian assets which in turn reflected weakened BRL against USD this quarter. The currency movements were partly offset by capitalisation exploration costs in West Africa.

Production assets and equipment amounted to USD 83.7 million, a decrease of USD 11.1 million in the quarter as a result of depreciation and negative effects of currency movements.

Property, furniture, fixtures and equipment remained unchanged at USD 1 million.

Deferred tax assets were USD 6.0 million per June 30, 2012, compared to USD 9.0 million per March 31, 2012. The change reflects reversals due to currency movements, and reassessment of taxable temporary differences at period end.


Other non-current assets amounted to USD 1.9 million, mainly consisting of a long term deposit related to the Manati abandonment fund. The increase of USD 0.3 million was a result of payments to the fund in the second quarter.

Current assets

Current assets amounted to USD 114.8 million per June 30, 2012, compared to USD 125.5 million per March 31, 2012.

Trade and other receivables stood at USD 18.4 million, a slight decrease from USD 18.6 million at the end of March 2012.

Other financial asset amounted to USD 0.8 million at June 30, 2012 compared to USD 0.2 million at March 31, 2012. The change represents movement in fair value of currency swaps.

Cash and bank balances stood at USD 95.6 million per June 30, 2012, a decline from USD 106.6 million per March 31, 2012. The decline mainly reflects payment of interest on bond loan, investments in assets in West-Africa, and effects of currency movements.

Equity

Equity amounted to USD 233.5 million per June 30, 2012, compared to USD 261.1 million at the end of March 2012. The change reflects the loss for the period as well as negative movement in currency translation reserve. The equity ratio was 56% at the end of June 2012, compared to 59% at the end of March 2012.

Non-current liabilities

Total non-current liabilities amounted to USD 149.3 million per June 30, 2012, a slight decrease from USD 150.4 million at the end of March 2012.

Interest bearing debt (net of issue costs) totalled USD 138.5 million at the end of June 2012, of which the non-current portion was USD 122.7 million. The decrease in the non-current portion from USD 123.8 million per March 31, 2012 can mainly be attributed to currency movements on the NOK tranche and amortisation of debt issue costs.

Deferred tax liabilities stood at USD 7.8 million at the end of both periods, representing the remainder of a liability that arose on acquisition of Pan-Petroleum in 2010. These are primarily tax on the excess of the fair value of the acquired assets over the tax base of those assets.

Other long-term liabilities amounted to USD 18.8 million at the end of both June and March 2012, comprising provision for decommissioning of USD 12.6 million, and USD 6.2 million of license and acquisition related liabilities in Brazil and West Africa.

Current liabilities

Current liabilities amounted to USD 34.8 million at June 30, 2012, compared to USD 33.1 million at the end of March 2012.

Current interest bearing debt (net of issue costs) was USD 15.8 million, a decline from USD 20.3 million per the end of March 2012. This mainly represents accrued interest on the callable bond, and the principal instalment due within one year of the period end. The amount decreased due to interest payment of USD 8.7 million in the second quarter.

Accounts payable, accruals and other liabilities amounted to USD 19.0 million, an increase from USD 12.8 million at the end of March 2012. The increase is a result of higher liabilities towards joint ventures in West Africa at the end of second quarter.

Movements to June 30, 2012 from December 31, 2011

The movements in Group Statement of Financial position in the first half were a combination of the following:

Non-current assets

Non-current assets amounted to USD 302.8 million at June 30, 2012, a decrease of USD 11.5 million from the end of 2011.

Licences and exploration assets amounted to USD 210.3 million, an increase of USD 3.1 million in the first half 2012. Investments during the period were USD 10.6 million, mainly in West Africa (MKB and Dussafu). This was partly offset by USD 7.5 million of negative currency movements on Brazilian assets at period end.

Production assets and equipment amounted to USD 83.7 million, a decline of USD 9.7 million in the first half of the year due to depreciation and negative effects of currency movements.

Property, furniture, fixtures and equipment remained unchanged at USD 1 million.

Deferred tax assets were USD 6.0 million per June 30, 2012, compared to USD 10.3 million per December 31, 2011. The change reflects reversals due to currency movements, and reassessment of taxable temporary differences at period end.

Other non-current assets amounted to USD 1.9 million, mainly consisting of a long term deposit in relation to the Manati abandonment fund. Other non-current assets of USD 2.4 million at December 31, 2011 included a receivable balance of USD 1.1 million, which was classified as a current asset in the first quarter 2012.


Current assets

Current assets amounted to USD 114.8 million per June 30, 2012, compared to USD 131.3 million per December 31, 2011.

Trade and other receivables stood at USD 18.4 million, down from USD 19.5 million at the end of 2011. The change during the period mainly reflects collection of receivable against reimbursable costs from the operator of Round-9 blocks.

Other financial assets were unchanged at USD 0.8 million.

Cash and bank balances stood at USD 95.6 million per June 30, 2012, a decline from USD 110.9 million per December 31, 2011. The decline mainly reflects investments in assets in West-Africa and Brazil, together with payment of interest on bond loans.

Equity

Equity amounted to USD 233.5 million per June 30, 2012, compared to USD 257.2 million at the end of December 2011. The change reflects loss for the period and negative movement in currency translation reserve. The equity ratio was 56% at the end of June 2012, compared to 58% at the end of December 2011.


Total non-current liabilities amounted to USD 149.3 million per June 30, 2012, an increase from USD 148.6 million at the end of 2011.

Interest bearing debt (net of issue costs) totalled USD 138.5 million at the end of June 2012, of which the non-current portion was USD 122.7 million. The increase in the long-term portion from USD 122.0 million per December 31, 2011 can mainly be attributed to currency movements on the NOK tranche and amortisation of debt issue costs.

Deferred tax liabilities stood at USD 7.8 million at the end of both periods, representing the remainder of a liability that arose on acquisition of Pan-Petroleum in 2010. This is primarily tax on the excess of the fair value of the acquired assets over the tax base of those assets.

Other long-term liabilities amounted to USD 18.8 million at the end of June 2012, unchanged during the first half of the year. This comprises provision for decommissioning of USD 12.6 million and USD 6.2 million of license-related and acquisition related liabilities in Brazil and West Africa.

Current liabilities

Current liabilities amounted to USD 34.8 million at June 30, 2012, compared to USD 39.8 million at the end of 2011.

Current interest bearing debt (net of issue costs) was USD 15.8 million, a slight increase from USD 15.7 million at December 31, 2011. This mainly represents accrued interest on the callable bond, and the principal instalment due within one year of the period end.

Accounts payable, accruals and other liabilities amounted to USD 19.0 million, a decrease from USD 24.1 million at the end of 2011. The decline is a result of lower liabilities towards joint ventures, and settlement of outstanding joint interest billings for MKB in the first quarter 2012.

Bonds, debt and other financial information The Company was in compliance with its loan covenants at the end of the second quarter 2012. The equity ratio was 56%, down from 59% at the end of the previous quarter. The stock price closed the quarter at NOK 3.84 per share.

Funding Cash and bank balances amounted to USD 95.6 million at June 30, 2012, including restricted cash of USD 10.5 million. Gross interest bearing debt was USD 138.5 million per June 30, 2012. Interest instalment of approximately USD 8.7 million was paid for the senior secured callable bond during the second quarter.


Risks & uncertainties

Financial risks & uncertainties The Company may be unable to raise sufficient funds through public or private financing, strategic relationships and/or other arrangements to meet its future capital and operating expenditure needs. Similarly, the Company may be unable to obtain such funding in order for it to implement its growth strategy or take advantage of opportunities for acquisitions, joint ventures or other business opportunities. Negative market development or any unforeseen liabilities may lead to a strained liquidity position and the potential need for additional funding through equity financing, debt financing or other means. There can be no assurance that any funding will be available on sufficiently attractive terms. Furthermore, any debt financing, if available, may involve restrictive covenants. If the financing available to the Company is insufficient to meet its financing needs, it may be forced to reduce or delay capital expenditures, sell assets or businesses at unanticipated times and/or at unfavorable prices or other terms, seek additional equity capital or restructure or refinance its debt. There can be no assurance that such measures would be successful, would be adequate to meet the Company’s financing needs or would not result in the Company being placed in a less competitive position. The Company is exposed to credit risk that arises from cash and cash equivalents, derivative financial instruments and deposits in money-market and fixed income funds with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Any credit losses incurred by the Company may have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow. The Company operates internationally and is exposed to risk arising from various currency exposures, primarily with respect to the Norwegian Kroner (NOK), the US dollar (USD) and the Brazilian Real (BRL). Because the Company reports its consolidated results in USD, any change in exchange rates between its operating subsidiaries’ functional currencies and the USD affects its consolidated income statement and balance sheet when the results of those operating subsidiaries are translated into USD for reporting purposes. Decreases in the value of its operating subsidiaries’ functional currencies against the USD tend to reduce those operating subsidiaries’ contributions in USD terms to the Company’s business, financial condition, results of operations and cash flow. In addition to currency translation risk, the Company is exposed to fluctuations in the currencies in which its costs and expenses are incurred. Decreases in the value of its operating subsidiaries’ functional currencies against other currencies in which costs and expenses are incurred will increase operating subsidiaries’ costs and expenses and negatively impact their operating margins. The nature of the Company’s industry is subject to considerable price volatility, over which the Company holds little control, and a material decline in commodity prices could result in a decrease in our production revenue. To manage this risk, the Company strives to keep a balance between fixed and floating price contracts; however there can be no assurance that such measures are sufficient to mitigate this risk. A decline in commodity prices may as a consequence materially and adversely affect the Company’s business, financial condition, results of operations and cash flow. The Company will in certain situations need to obtain consents and approvals from governmental authorities and other third parties in connection with change of ownership and corporate restructurings. A number of the Company’s contracts have change of control or pre-emption clauses. There can be no assurance that such consents will be granted, or that they will be granted free of conditions, in each case.

Operational risks & uncertainties The development of oil and gas fields in which the Company is involved is associated with technical risk, reservoir performance, alignment in the consortiums with regards to development plans and on obtaining the necessary licenses and approvals from the authorities. Such operations might occasionally lead to cost overruns and production disruptions, as well as delays compared to the plans laid out by the operator of these fields. Furthermore, the Company has limited influence on operational risk related to exploration success and development of industry cost. Our ability to maximise the value of the Manati asset depends on entering an agreement to sell the remaining reserves on the field, beyond the 23 million cubic meters currently under the contract. Whilst discussions are ongoing with Petrobras and we believe the risk of not agreeing to sell the remaining volumes is low, the consequences of not being able to sell this gas would be large.


In the Aje field the focus of the new Joint Venture is now on Cenomanian oil field appraisal and possible development and there is uncertainty remaining on the commerciality of the Turonian gas reservoir.

On MKB in Congo-Brazzaville, the main risk is related to operational progress and business development, including drilling, well performance and reservoir quality. This may lead to increased cost and lower resource potential than anticipated. On BS-3 in Brazil, the main risks are related to the operator’s prioritisation of this project. This could lead to a delay of final investment decision and consequently delayed production start-up. For the Dussafu license, additional discoveries may not prove sufficient volumes to declare a commercial field development plan within the license.


Outlook The Company expects continued high production from Manati with an average between 5.5-6.0 MMm3/day during the year.

The Company expects results from the first of the three exploration wells in the southern Santos basin during the second half of 2012. The three well exploration campaign is expected to be completed by the first quarter 2013.

In the BS-3 licenses in the Santos Basin, studies continue to firm up the degree of integration between the five different fields before concept selection is made.

In the MKB license in Congo-Brazzaville, the project is completing and testing the wells in the pilot project.

The Company continues to analyse and evaluate prospects which may include a sale, merger, financing or other alternatives.

The Board of Directors

Panoro Energy ASA

Oslo, August 9, 2012

Dr. Phil Vingoe Jørgen C. Arentz Rostrup Jan Kielland Chairman Board member Board member

Marilda Rosado de Sá Ribeiro Silje Augustson Isabel Silva Ramos Kemmelmeier Board member Board member Board member


Condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED JUNE 30, 2012

Q2 Q1 Q2 YTD YTD

2011 2012 2012 Amounts in USD 000 Note 2012 2011 (Unaudited) (Unaudited)

7,820 10,949 12,135 Revenue 23,084 16,4317,820 10,949 12,135 Total revenues 23,084 16,431

(1,393) (1,222) (1,504) Production costs (2,726) (2,434)

91 (351) (286) Exploration related costs 8 (637) (240)

(3,428) (4,102) (3,818) General and administrative costs (7,920) (7,482)

3,090 5,274 6,527 EBITDA 11,801 6,275

(1,307) (1,783) (2,035) Depreciation (3,818) (2,762)

(174) - - Impairment - (174)

(373) (369) (364) Share based payments (733) (692)

1,236 3,122 4,128 EBIT - Operating income/(loss) 7,250 2,647

(4,144) (2,512) (3,462) Net interest income/(costs) (5,974) (8,042)

(1,413) (386) (905) Net other financial income / (costs) (1,291) (2,383)

- 222 (222) Movement in fair value of financial instrument - -

1,473 2,518 (5,132) Net foreign exchange gain/(loss) (2,614) 1,153

100 - - Warrants effect - gain/(loss) - 1,250

(2,748) 2,964 (5,593) Income/(loss) before tax (2,629) (5,375)

(7,433) (2,553) (3,091) Income tax benefit/(expense) 4 (5,644) (8,310)

(10,181) 411 (8,684) Net income/(loss) for the period (8,273) (13,685)

(7,702) 3,190 (19,341) Exchange differences arising from translation of foreign operations

(16,151) (3,104)

(7,702) 3,190 (19,341) Other comprehensive income/(loss) for the period (net of tax)

(16,151) (3,104)

(17,883) 3,601 (28,025) Total comprehensive income/(loss) for the period

(24,424) (16,789)

Net income /(loss) for the period attributable to: (10,181) 411 (8,684) Equity holders of the parent (8,273) (13,685)

Total comprehensive income/(loss) for the period attributable to:

(17,883) 3,601 (28,025) Equity holders of the parent (24,424) (16,789)

Earnings per share (Note 5) (4.34) 0.18 (3.70) (USD cents) – Basic and diluted

for income/(loss) for the period attributable to equity holders of the parent

(3.53) (6.70)

The accompanying notes form an integral part of these condensed consolidated financial statements.


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2012

June 30, March 31, December 31,

Amounts in USD 000 Note 2012 2012 2011

(Unaudited) (Unaudited) (Audited)

Non-current assets

Licenses and exploration assets 6 210,299 212,681 207,249

Production assets and equipment 6 83,656 94,732 93,396

Property, furniture, fixtures and office equipment 961 1,064 959

Deferred tax assets 5,985 8,979 10,265

Other non-current assets 1,862 1,619 2,427

Total Non-current assets 302,763 319,075 314,296

Current assets

Trade and other receivables 18,410 18,648 19,539Other financial asset 785 222 844

Cash and cash equivalents 7 85,053 95,819 107,939

Restricted cash 7 10,547 10,822 2,980

Total current assets 114,795 125,511 131,302

Total Assets 417,558 444,586 445,598

Equity

Share capital 9 56,333 56,333 56,333

Other equity 177,141 204,802 200,832

Total Equity attributable to equity holders of the parent 233,474 261,135 257,165


Non-current interest bearing debt 10 122,678 123,776 122,017

Deferred tax liabilities 7,813 7,813 7,813

Other non-current liabilities 18,795 18,794 18,795

Total Non-current liabilities 149,286 150,383 148,625

Current liabilities

Current interest bearing debt 10 15,818 20,305 15,676Accounts payable, accruals and other liabilities 18,980 12,763 24,132

Total current liabilities 34,798 33,068 39,808

Total Liabilities 184,084 183,451 188,433

Total Equity and Liabilities 417,558 444,586 445,598



CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE PERIOD ENDED JUNE 30, 2012

Q2 Q1 Q2 YTD Q2 YTD Q2 2011 2012 2012 USD 000 - (Unaudited) 2012 2011

Restated Cash flows from operating activities

(2,748) 2,964 (5,593) Net (loss)/ income for the period before tax (2,629) (5,375)

Adjusted for: 1,307 1,783 2,035 Depreciation 3,818 2,762 (100) - - Fair value movements on warrants - (1,250)

- (222) 222 Fair value movements in financial instruments - - 5,557 2,898 4,367 Net finance costs 7,265 10,425

373 369 364 Share based payments 733 692 (1,473) (2,518) 5,132 Foreign exchange gains/losses 2,614 (1,153)

3,107 (2,309) (58) Increase/(decrease) in trade and other payables (2,367) (2,821)(5,188) 1,519 (292) (Increase)/decrease in trade and other receivables 1,227 (7,027)(1,608) (1) 1 Movement in other liabilities - (1,838)

- (822) (872) Taxes paid (1,694) - (773) 3,661 5,306 Net cash flows from operating activities 8,967 (5,585)

Cash flows from investing activities

(4,193) (10,153) (1,715) Investment in exploration, production and other assets (11,868) (9,788)(4,193) (10,153) (1,715) Net cash flows from investing activities (11,868) (9,788)

Cash flows from financing activities

- - - Net proceeds from issuance of shares - 93,067 (9,974) 329 (9,090) Net financial charges paid (8,761) (10,325)

- (7,842) 275 Movement in restricted cash balance (7,567) (170)(9,974) (7,513) (8,815) Net cash flows from financing activities (16,328) 82,572

212 1,885 (5,542) Effect of foreign currency translation (3,657) (290)

(14,728) (12,120) (10,766) Change in cash and cash equivalents during the period (22,886) 66,909

141,906 107,939 95,819 Cash and cash equivalents at the beginning of the period 107,939 60,269

127,178 95,819 85,053 Cash and cash equivalents at the end of the period 85,053 127,178

The cash and cash equivalents above do not include restricted cash balance of USD 10.5 million (March 31, 2012: USD 10.8 million and June 30, 2011: USD 1.6 million).



CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Attributable to equity holders of the parent

For the six months ended June 30, 2012 Amounts in USD 000

Issued capital

Share premium

Additional paid-in capital

Retained earnings

Other reserves

Currency translation

reserve Total

At December 31, 2011 - (Audited) 56,333 288,858 64,636 (108,223) (37,647) (6,792) 257,165

Net income/(loss) for the period - - - 411 - - 411

Other comprehensive income/(loss) - - - - - 3,190 3,190

Total comprehensive income/(loss) - - - 411 - 3,190 3,601

Employee share options - - 369 - - -

369

At March 31, 2012 - (Unaudited) 56,333 288,858 65,005 (107,812) (37,647) (3,602) 261,135

Net income/(loss) for the period - - - (8,684) - - (8,684)

Other comprehensive income/(loss) - - - - - (19,341) (19,341)

Total comprehensive income/(loss) - - - (8,684) - (19,341) (28,025)

Employee share options - - 364 - - - 364

At June 30, 2012 - (Unaudited) 56,333 288,858 65,369 (116,496) (37,647) (22,943) 233,474

Attributable to equity holders of the parent

For the six months ended June 30, 2011 Amounts in USD 000

Issued capital

Share premium

Additional paid-in capital

Retained earnings

Other reserves

Currency translation

reserve Total

At December 31, 2010 - restated (Audited) 38,141 213,983 63,645 (77,978) (37,647) 28,011 228,155

Net income/(loss) for the period - - - (3,504) - - (3,504)

Other comprehensive income/(loss) - - - - - 4,598 4,598

Total comprehensive income/(loss) - - -

(3,504) - 4,598 1,094

Share issue for cash 18,192 78,966 - - - - 97,158

Transaction costs on share issue - (4,091) - - - - (4,091)


At March 31, 2011 - restated - (Unaudited) 56,333 288,858 63,964 (81,482) (37,647) 32,609 322,635

Net loss for the period - - - (10,181) - - (10,181)

Other comprehensive income/(loss) - - - - - (7,702) (7,702)

Total comprehensive income/(loss) - - - (10,181) - (7,702) (17,883)


At June 30, 2011 - restated - (Unaudited) 56,333 288,858 64,337 (91,663) (37,647) 24,907 305,125



Notes to the condensed consolidated financial statements

1. Corporate information The holding Company, Panoro Energy ASA (“the Company” - formerly known as New Brazil Holding ASA), was incorporated on April 28, 2009 as a public limited company under the Norwegian Public Limited Companies Act of June 19, 1997 No. 45. The registered organisation number of the Company is 994 051 067 and its registered office is Dronning Maudsgt. 1-3, 0124 Oslo, Norway.

The Company and its subsidiaries are engaged in exploration and production of oil and gas resources in Brazil and West Africa. The condensed consolidated financial statements of the Group for the period ended June 30, 2012 were authorised for issue by the Board of Directors on August 9, 2012.

The Company’s shares are traded on the Oslo Stock Exchange under the ticker symbol PEN.

2. Basis of preparation The unaudited condensed consolidated financial statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”, as adopted by the EU. The condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the financial information in the Company’s 2011 Annual report. Copy of the 2011 Annual report is available on the Company’s website at http://www.panoroenergy.com.

The condensed consolidated financial statements are presented in US Dollars and all values are rounded to the nearest thousand dollars (USD 000), except when otherwise stated.

2.1 Significant accounting policies The accounting policies adopted in preparation of these condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s 2011 Annual report.

3. Segment information The Group operated predominantly in one business segment being the exploration and production of oil and gas, which is split by geographic areas for management purposes and the two regions being West Africa and Brazil.

The Group’s reportable segments, for both management and financial reporting purposes, are as follows:

The West African segment holds the following assets:

– The Dussafu licence representing the Group’s 33.3% working interest in the Dussafu Marin exploration licence in Gabon.

– The OML113 – Aje represents the Group’s 6.5% participating interest (12.19% profit interest) in the OML113-Aje exploration licence in Nigeria.

– The MKB Congo permit holds the Group’s 20% working interest in MKB exploration licence in Republic of Congo.

The Brazilian segment holds the following assets:

– The BCAM-40 license holds the Group’s 10% interest in Manati which is a producing field in Brazil. This also includes 10% interest in Camarao Norte field which is at a development stage.

– The BS-3 Project holds the Group’s interest in a portfolio of offshore licences in Santos basin, Brazil comprising 50% interest in Cavalo Marinho, 65% interest in Estrela do Mar and 35% in Coral field which is being considered for redevelopment.

– Round 9 blocks represents the Group’s 15% interest in blocks BM-S-63, BM-S-71 and BM-S-72. These blocks are in close proximity to the Coral field.

The ‘Corporate’ category consists of head office and service company operations that are not directly attributable to the other segments.

Management monitors the operating results of business segments separately for the purpose of making decisions about resources to be allocated and of assessing performance. Segment performance is evaluated based on capital expenditure and production levels. Details of group segments are reported below.


Q2 Q1 Q2 YTD YTD

2011 2012 2012 2012 2011

OPERATING SEGMENTS - GROUP NET SALES

Group net sales BOE/day

2,090 3,192 3,952 Manati - net of our interest 3,555 2,285

NET SALES

Natural gas production (MMBtu)

1,084,868 1,632,006 2,044,623 Manati - net of our interest 3,676,629 2,356,488

Price per unit

Estimated gas price (USD/MMBtu before royalties and taxes)

9.68 9.12 8.22 Manati 8.62 9.46


Q2 Q1 Q2 YTD YTD

2011 2012 2012 2012 2011

OPERATING SEGMENTS - BRAZIL

in USD 000

Manati & Brazil Licences

7,820 10,949 12,135 Sales - Gas 23,084 16,431

6,226 7,630 8,730 EBITDA 16,360 12,430

1,243 1,721 2,004 Depreciation and amortisation 3,725 2,638

174 - - Impairment of E&E assets - 174

- 251,311 - Segment assets 231,272 290,165

OPERATING SEGMENTS - WEST AFRICA

in USD 000

West Africa Assets

(40) (205) (99) EBITDA (304) 7

- 106,932 - Segment assets 114,601 73,103

CORPORATE

in USD 000

- - - Other revenue - -

(3,096) (2,151) (2,104) EBITDA (4,255) (6,162)

64 62 31 Depreciation and amortisation 93 124

- 86,343 - Segment assets 71,685 132,385

CONSOLIDATED

in USD 000

7,820 10,949 12,135 Sales - Gas - Total 23,084 16,431

3,090 5,274 6,527 EBITDA 11,801 6,275

1,307 1,783 2,035 Depreciation and amortisation 3,818 2,762

174 - - Impairment of E&E assets - 174

- 444,586 - Segment assets 417,558 495,653

The segment assets represent position as of quarter ends and the statement of comprehensive income items represent results for the respective quarters presented.

There are no differences in the nature of measurement methods used on segment level compared with the interim condensed consolidated financial statements. There are no inter-segment adjustments and eliminations for the periods presented.


4. Income tax The major components of income tax in the interim consolidated statement of comprehensive income are:

Q2 2011 Q1 2012 Q2 2012 YTD 2012

YTD2011

USD 000 – (Unaudited) USD 000 – (Unaudited)

Income Taxes

(764) (919) (919) Current income tax (1,838) (1,421)

(6,669) (1,634) (2,172) Deferred income tax (3,806) (6,889)

(7,433) (2,553) (3,091) Total tax benefit / (charge) for the period (5,644) (8,310)

5. Earnings per share

Q2 Q1 Q2 YTD YTD

2011 2012 2012 2012 2011

(Unaudited) Amounts in USD 000, unless otherwise stated (Unaudited)

(10,181) 411 (8,684) Net profit / (loss) attributable to equity holders of the parent (8,273) (13,685)

234,546 234,546 234,546 Weighted avg. no. of shares outstanding - in thousands 234,546 204,116

(4.34) 0.18 (3.70) Basic and diluted earnings per share (USD cents) (3.53) (6.70)

Diluted earnings per share

The Group had 9,593,333 outstanding share options as of June 30, 2012 (March 31, 2012: 9,778,333 options) that are potentially dilutive ordinary shares. As of June 30, 2011, 6,290,000 share options were outstanding.

When calculating the diluted earnings per share, the weighted average number of shares outstanding is normally adjusted for all dilutive effects relating to the Group’s warrants. The 7.5 million warrants issued on June 15, 2010 were outstanding as of June 30, 2011. There were no warrants in issue as of June 30, 2012 and March 31, 2012.

For the comparative periods presented, the warrants are not considered to have a dilutive effect as they were out-of-the money. Further, since the Group incurred a net loss in the prior periods presented, the warrants had an anti-dilutive effect and therefore, not considered when calculating diluted earnings per share.

The share options in issue also have an anti-dilutive effect on the earnings per share for the periods presented. In the current period the Company was in loss position and as such the effects of options were anti-dilutive on earnings.


6. License interests, exploration and evaluation assets and production assets

Licence interest,

exploration and

evaluation assets

Production assets

USD 000 USD 000

Net book value

At January 1, 2012 (Audited) 207,249 93,396

Additions 10,607 397

Depreciation - (3,725)

Foreign currency translation adjustments (7,557) (6,412)

At June 30, 2012 (Unaudited) 210,299 83,656

7. Cash and bank balances June 30,

2012 December

31, 2011(Unaudited) (Audited)

USD 000 USD 000

Cash and cash equivalents 85,053 107,939

Restricted cash 10,547 2,980

Cash and bank balances at the end of the period 95,600 110,919

Cash and cash equivalents at period end include USD 10 million of placements in high yield bond fund. The Group is also holding BRL non-deliverable forward contracts with a combined notional value of USD 15 million maturing within three months. These contracts are in place to hedge Group’s exposure to BRL fluctuation on its cash balances. A margin of USD 750 thousand is held by the counterparty against these contracts and has been included in the restricted cash balance.

8. Exploration related costs

Q2 2011 Q1 2012 Q2 2012 YTD 2012

YTD2011

USD 000 – (Unaudited) USD 000 – (Unaudited)

Exploration related costs expensed

91 (351) (286) Other exploration costs (expensed) / reversed (637) (240)

91 (351) (286) Total exploration costs charged to statement of comprehensive income (637) (240)

Other exploration costs primarily represent geological and geophysical costs, operator general and administration expenditure that do not meet the capitalisation criteria.


9. Share capital The total number of ordinary shares in issue throughout the year period ended June 30, 2012 was 234,545,786 with a nominal value of NOK 342,547,498.77.

10. Interest bearing debt June 30, 2012 December 31, 2011

(Unaudited) (Unaudited) (Audited) (Audited)USD 000 USD 000 USD 000 USD 000

Norway Current Non-current Current Non-current

NOK denominated loan 3,937 30,355 3,899 29,909USD denominated loan 11,881 92,323 11,777 92,108

Total 15,818 122,678 15,676 122,017

The amount above includes accrued interest to June 30, 2012 of USD 2,506,000 (December 31, 2011: USD 2,437,000) and is net of unamortized bond issue costs of USD 3,530,000 (December 31, 2011: USD 3,851,000).

During the second quarter 2012, interest payment was made in relation to the callable bond amounting to USD 8.7 million, comprising USD 6.3 million and NOK 13.8 million. The next interest payment and the first principal repayment are due in November 2012.

11. Events after the reporting period

In July 2012, the Company announced that it had retained FirstEnergy Capital LLP (“FirstEnergy") to initiate a process to explore and evaluate potential strategic alternatives for its West African business unit with a view to enhancing shareholder value. FirstEnergy, as financial advisor to the Board, is assisting in the process of analysing and evaluating prospects and options to the Company which may include a sale, merger, listing, financing or other alternatives. The Company has not set a timetable for the completion of the review process.

In August 2012, the operator Harvest Dussafu B.V. secured the use of a semi-submersible drilling unit, to drill the Tortue prospect on the Dussafu Marin Permit, offshore Gabon. The drilling unit, the Scarabeo 3, is owned and operated by Saipem S.p.A and the well is expected to spud in fourth quarter 2012.


Responsibility statement We confirm to the best of our knowledge that the condensed set of interim consolidated financial statements as of June 30, 2012 has been prepared in accordance with IAS 34 Interim Financial Reporting and gives a true and fair view of the Company’s assets, liabilities, financial position and result for the period viewed in their entirety, and that the interim management report in accordance with the Norwegian Securities Trading Act section 5-6 fourth paragraph includes a fair review of any significant events that arose during the six-month period and their effect on the half-yearly financial report, and any significant related parties transactions, and a description of the principal risks and uncertainties for the remaining six months of the year.

___________________ ___________________ ___________________ Dr. Phil Vingoe Jørgen C. Arentz Rostrup Jan Kielland Chairman Board member Board member

___________________ ___________________ ___________________

Marilda Rosado de Sá Ribeiro Silje Augustson Isabel Silva Ramos Kemmelmeier Board member Board member Board member

___________________ Kjetil Solbrække Chief Executive Officer


Other information

Financial calendar November 9, 2012 Third Quarter 2012 Results

Glossary and definitions Bbl One barrel of oil, equal to 42 US gallons or 159 liters

Bcf Billion cubic feet

Bm3 Billion cubic meter

BOE Barrel of oil equivalent

Btu British Thermal Units, the energy content needed to heat one pint of water by one degree Fahrenheit

IP Initial production

Mcf Thousand cubic feet

MMcf Million cubic feet

MMBOE Million barrels of oil equivalents

MMBtu Million British thermal units

MMm3 Million cubic meters

Tcf Trillion cubic feet

Disclaimer This presentation does not constitute an offer to buy or sell shares or other financial instruments of Panoro Energy ASA (“Company”). This presentation contains certain statements that are, or may be deemed to be, “forward-looking statements”, which include all statements other than statements of historical fact. Forward-looking statements involve making certain assumptions based on the Company’s experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. Although we believe that the expectations reflected in these forward-looking statements are reasonable, actual events or results may differ materially from those projected or implied in such forward-looking statements due to known or unknown risks, uncertainties and other factors. These risks and uncertainties include, among others, uncertainties in the exploration for and development and production of oil and gas, uncertainties inherent in estimating oil and gas reserves and projecting future rates of production, uncertainties as to the amount and timing of future capital expenditures, unpredictable changes in general economic conditions, volatility of oil and gas prices, competitive risks, regulatory changes and other risks and uncertainties discussed in the Company’s periodic reports. Forward-looking statements are often identified by the words “believe”, “budget”, “potential”, “expect”, “anticipate”, “intend”, “plan” and other similar terms and phrases. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and we undertake no obligation to update or revise any of this information

Contact information For further information, please contact:

Anders Kapstad, CFO Carl Peter Berg, VP Commercial & Investor Relations Panoro Energy ASA Panoro Energy ASA [email protected] [email protected] Mobile: +47 918 17 442 Mobile: +55 21 85411907

Panoro Energy ASA Panoro Energy Limited Panoro Energy do Brasil Ltda

P.O. Box 1885 Vika, 0124 Oslo 43-45 Portman Square Praia de Botafogo, 228, Sala 801

Visiting address: Dr. Maudsgt. 1-3 London W1H 6LY Botafogo – Rio de Janeiro

0250 Oslo, Norway United Kingdom Brazil 22250-040

Phone: +47 23 01 10 00

www.panoroenergy.com

2121087 • www.boltcommunication.no

Phone: +47 23 01 10 00 Phone: +44 (0) 20 3405 1060 Phone: +5521 3078-7475

Fax: +47 23 01 10 19 Fax: +44 (0) 20 3004 1130 Fax: +5521 3078-7451

second quarter and first half year report 2012

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