PetroNor E&P: Scheme of arrangement; Modification of the financial calendar

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7 October 2021

PetroNor E&P Limited 
("PetroNor Australia" or the "Company")

Scheme of Arrangement; Financial Calendar Amendment

PetroNor Australia (OSE ticker: "PNOR"), the independent oil and gas exploration
and production company with a focus on Africa, is pleased to announce its
intention to re-domicile from Australia to Norway via a proposed Australian
Scheme of Arrangement ("Scheme"), subject to shareholder, regulatory and court
approvals. 

Under the Scheme all of the shares held by PetroNor Australia shareholders will
be transferred to PetroNor E&P ASA ("PetroNor Norway") (an existing subsidiary
of PetroNor Australia, incorporated in Norway) and PetroNor Australia
shareholders will receive one (1) new PetroNor Norway share for every one (1)
PetroNor Australia share held as at the Scheme record date (excluding
shareholders whose shares are not registered on the VPS as at the record date,
whose shares will be sold via a sale agent and proceeds from the sale returned
to them).

Following the Scheme becoming effective, PetroNor Norway will become the holding
company of the PetroNor Australia Group. In connection with the Scheme, PetroNor
Norway will make a formal listing application to the Oslo Stock Exchange to have
its securities admitted to trading on the Oslo Børs main list, thereby
facilitating the tradability of the new PetroNor Norway shares on the primary
securities exchange of Norway. 

In the event approval to have its securities admitted to the Oslo Børs main list
is not forthcoming, PetroNor Norway will alternatively apply to have its
securities admitted to trading on Euronext Expand, thereby facilitating the
tradability of the New PetroNor Norway Shares on the same securities exchange
that PetroNor Australia is presently listed.

The re-domiciliation is not expected to result in any material changes to the
PetroNor Australia Group's assets, management, operations or strategy and is
expected to be structured in a tax-neutral basis to the Company and its
shareholders.

Details of the Scheme Implementation:
The implementation of the Scheme is subject to several customary conditions,
including approval from the Company's shareholders and a court of competent
jurisdiction under the Australian Corporations Act 2001 (Cth), as well as other
necessary regulatory approvals.

Full details of the terms and conditions of the Scheme are set out in the Scheme
Implementation Agreement ("SIA"), a copy of which is attached to this
announcement.

Indicative Timetable and next steps:

Shareholders need not take any action at this time.

A Scheme Booklet containing, among other things, more detailed information
relating to the Scheme, reasons for the directors' recommendation, information
of the Scheme meeting and the Independent Expert's Report is expected to be
mailed to shareholders in late October 2021.

Shareholders will be given the opportunity to vote on the Scheme at the Scheme
meeting, expected to be held in late November 2021 and, subject to the
conditions of the Scheme being satisfied, the Scheme is expected to be
implemented in late December 2021. 

The above dates are subject to change.

Further, the Company advises that it will no longer release an Interim Financial
Report for the quarter ending 30 September 2021. However the Company will in due
course provide a Trading Update announcement covering the same period.
Consequently the Listing Prospectus for PetroNor Norway's application to the
Oslo Stock Exchange will not need revision part way through the process due to
new published financial information being released by the Company.

Therefore the remaining 2021 financial calendar for the Company is updated as
follows below.

Financial year 2021

28 February 2022 - Quarterly Report - Q4 2021
29 April 2022	    - 2021 Annual Report

The dates may be subject to change.

This information is published pursuant to the disclosure requirements set out in
section 5-12 of the Norwegian Securities Trading Act.

*****

For further information, please contact:
Knut Søvold, Chief Executive Officer
Chris Butler, Group Financial Controller
[email protected]

Media Contacts:
Buchanan
Ben Romney
Tel: +44 207 466 5000

About PetroNor E&P
PetroNor E&P Limited is an African focused independent oil and gas exploration
and production company listed on Oslo Euronext Expand with the ticker PNOR.
PetroNor Australia Group holds exploration and production assets offshore West
Africa, specifically the PNGF Sud licenses in Congo Brazzaville, the A4 license
in The Gambia, the Sinapa (Block 2) and Esperança (Blocks 4A and 5A) licenses in
Guinea-Bissau, the Rufisque Offshore Profond and Senegal Offshore Sud Profond in
Senegal (in arbitration) and OML-113 in Nigeria (subject to completion).

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange


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