Norse Energy Corp ASA: Extended Stock Exchange Notice Regarding the Acquisition of Barnett Shale Assets

Regulatory News:

Norse Energy Corp ASA ("NEC”)(OSE:NEC)(OTCBB:NSEEF)

This stock exchange notice is being published pursuant to Oslo Stock Exchange' continuing obligations, article 3.4.

The transaction and the parties

On 26 of February Norse Energy Corporation ASA ("NEC ASA") announces it had signed a Letter of Intent ("LOI") and exclusivity agreement to acquire substantially all assets of Strategic Petroleum Investment Consultants Enterprise Inc, Paris Oil & Gas Corporation and Eleon Operators LLC (collectively referred to as "Spice/Paris") for the purchase price of USD 70 million ("The Transaction”).

The execution of the Purchase Sale Agreement ("PSA”) is subject to certain conditions precedent, including a confirmatory due diligence and approval at an Extraordinary General Meeting ("EGM”).

Closing of the transaction will take place as soon as all the conditions precedent are fulfilled and the Transaction is approved by the NEC ASA EGM. The EGM is expected to be held in March.

The principal seller and President of Spice/Paris, Dr. Dimitrios Kousparis, will continue in a full time exclusive role with the company for a minimum period of 3 years.

- Spice/Paris, its affiliates and the principals of Spice shall be subject to a non-compete agreement as set forth in the PSA

- Spice/Paris will make comprehensive representations, warranties and indemnities to NEC to be set forth in the PSA

The effective date of the sale/purchase will be 1 March 2010, and the assets shall be debt free at closing. The assets acquired will include all revenues and expenses accruing after that date.

Description of the assets in the Transaction

The assets transferred to NEC ASA in the Transaction are substantially all the assets of Spice/Paris including:

- 4,760 acres in the Midway area of the Barnett shale (Mainly Montague county)

- 13,600 acres in the Bellevue area of the Barnett shale ( Mainly Clay county)

- 4.1% working interest in 32,500 gross acres operated by EOG Resources Inc. and EnCana Corporation in the Barnett (Cooke/Montague/Wise/Denton county)

The Barnett Shale is a geological formation located in the Bend Arch-Fort Worth Basin. It consists of sedimentary rocks of Mississippian age (354–323 million years ago) in Texas. The formation exits throughout an area covering approx. 5,000 square miles (13,000 km2).

Based on a report submitted by W. D. Von Gonten & Co. Petroleum Engineering the Spice/Paris assets include 2P reserves of 3.7 million barrels of oil equivalents ("boe”) and 3P reserves of 4.4 million boe. In addition the Spice/Paris assets, based on internal NEC ASA estimates, contain an additional 48.6 million boe of contingent resources.

Present daily production from producing wells of 600 boe (net of royalties).

Financing of the Transaction

NEC ASA will finance the Transaction with a combination of NEC ASA shares and cash:

- USD 55 million will be paid for by issuing NEC ASA shares to Spice/Paris shareholders upon closing with the reference price NOK 4.70 per NEC ASA share

o The majority (80%) of the shares issued will be subject to a lock-up arrangement

o 20% of the shares to be issued will be subject to 6 months lock-up from closing o 30% of the shares to be issued will be subject to 12 months lock-up from closing

o 30% of the shares to be issued will be subject to 18 months lock-up from closing

- USD 3 million will be paid in cash upon closing of a transaction

- USD 12 million will be a sellers credit for a period of up to 18 months from closing

In addition, a USD 5 million contingent earn-out will be paid subject to certain production standards to be met for the first 6 wells to be drilled in the Bellevue area post closing.

Importance of transaction to NEC ASA

The emerging Barnett combo play represents a great opportunity for Norse Energy as it is an early entrant into the most well known unconventional US onshore combo play.

The acquisition creates a more robust and more diversified platform as a listed entity post the demerger of NEC ASA as presented in the Information memorandum dated 27 January 2010. The Transaction will complement NEC ASA’s asset base and lead to an increased upside potential while reducing risk through diversification of commodity, geology and regulatory regimes.

Dr. Dimitrios Kousparis, the President and main owner of Spice/Paris, will remain a full time employee of NEC USA and will be instrumental in continuing to develop the Barnett shale opportunity. In addition to Mr. Kousparis there will be two more employees transferred to NEC ASA in connection with the Transaction.

Related party agreements

Apart from the agreements described above, no agreements have been entered into with NEC ASA' or Spice/Paris shareholders, Board of Directors or senior management in connection with the Transaction, or are expected to be entered into in connection with the Transaction.

Carnegie ASA acted as the sole financial advisor to Norse Energy Corporation ASA, related to the transaction.

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