2010-05-18-2010-03-15

To merge assets, creating South Atlantic-focused company.

Privately held, Cyprus-based Pan-Petroleum (Holding) Cyprus Ltd. and Norse Energy do Brasil, a subsidiary of Norse Energy Corp. ASA, Oslo, (OTCBB: NSEEF) plan to merge to form a yet-unnamed South Atlantic-focused oil and gas company.

The companies will combine their South Atlantic assets on a 50/50 basis, resulting in a reserve and resource base of more than 200 million barrels of oil equivalent. Norse Energy do Brasil owns the Manati gas field in the Camamu Almada Basin, as well as three fields planned for development in the Santos Basin of southern Brazil. Pan-Petroleum has assets in Nigeria, Congo and offshore Gabon.

Funding of US$65 million has been secured for the new company, based on a pre-money equity valuation of US$288 million. The new company will be valued at approximately US$418 million.

Norse Energy says the company's name will be forthcoming. The company is expected to be listed on the Oslo Stock Exchange.

Pareto Securities AS and Arctic Securities ASA are financial advisors to both companies.

Sector Omega ASA owns a 30% interest in Norse Energy do Brasil, as well as 94.5% of Pan-Petroleum through funds it manages. Sector will control approximately 66% of the combined company but suggests it may divest some of its shares to enhance the new company's liquidity.