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Planned Equity Offering

The Board of Directors of Rocksource ASA (`Rocksource`) is proposing to raise up to NOK 325 million in new equity in order to finance further farm-ins in E&P licences, to further exploit existing onshore activities and to apply for new exploration licenses in frontier areas. In addition, the Company will use the proceeds for strengthening the ongoing R & D activities and the organisational build up.

Rocksource has retained Pareto Securities as Manager for the Private Placement and the Subsequent Offering. Completion of the Private Placement and the Subsequent Share Issue will be subject to an approval by the Extraordinary General Meeting (`EGM`) of the capital increase required for the Private Placement and the Subsequent Share Issue as described below.

Private Placement
Rocksource will conduct a Private Placement of up to 100 million shares directed to external institutional investors and selected existing shareholders to a price of NOK 2.60 per New Share.

Existing shareholders participating in the Private Placement will have a right to be allocated shares in the Private Placement securing that they maintain their relative ownership in the Company after the offerings. Other shares in the Private Placement will be allocated based on investor quality, price, timeliness of order and quality of order, which will be made at the discretion of Rocksource Board of Directors.

Subsequent Share Issue
Rocksource shareholders as per 6 September 2005 that are not invited to participate in the Private Placement will be given a right to participate in a Subsequent Share Issue planned to be executed ultimo September 2005. The eligible shareholders will be entitled to subscribe for such number of shares as will enable them to maintain their relative ownership in the Company following the offerings. The subscription price in the Subsequent Share Issue will be NOK 2.60, equal to the price set in the Private Placement. The Subsequent Share Issue is only reserved for eligible shareholders in Rocksource who were not invited to subscribe for shares in the Private Placement.

The Subsequent Share Issue is estimated to include up to 25 million shares. Based on the shareholders as per 6 September 2005 and the subscription by the invited selected shareholders in the Private Placement, the exact maximum size of the Subsequent Issue will be calculated and announced prior to the EGM scheduled to be held on 21 September 2005. The subscription period for the Subsequent Offering is expected to commence ultimo September 2005.

As of 7 September 2005 the shares in Rocksource will be traded without the right to participate in the Equity Offerings.

Oslo, 6 September 2005
Rocksource ASA

Martin Bekkeheien
Managing Director
Tel. +47 95 72 42 31

This stock exchange notice is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities. The distribution of this press release and the offer and sale of the securities in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.

This stock exchange notice is not an offer of securities for sale in the United States. The offer and sale of the securities has not been, and will not be, registered under the United States Securities Act of 1933, as amended. The securities may not be offered or sold in the United States absent such registration or an applicable exemption from registration. There will be no public offering of the securities in the United States.

The Manager is acting solely for the Company in relation to the transaction.
 

Published: 06.09.2005
 

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Contact Information

Address:
Thormøhlensgate 53 D
Postboks 994 Sentrum
N-5808 Bergen
Norway

Phone: +47 05369
From abroad: +47 21 49 32 69
Fax: +47 55 36 87 98

 

Per Anders Muri
VP Corporate Communications
Phone: +47 91 11 61 21
per.anders.muri@rocksource.com

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