Pan-Ocean to Restructuring into two Public Companies

Pan-Ocean Energy reports that the Board of Directors has approved, in principal, a restructuring of PanOcean's oil and gas assets. The transaction is contemplated to be made using a Plan of Arrangement which will require approval of shareholders, regulators, The Toronto Stock Exchange, as well as other third parties.

If the Plan of Arrangement is approved, PanOcean intends to distribute the Tanzanian business assets and any associated liabilities, to PanOcean shareholders as equity in a new public company. The end result of this transaction would be two separately managed public companies.

PanOcean has been working to enhance shareholder value and the Directors believe this transaction will allow shareholders to realize additional value from their holdings in the Company. The rationale for the restructuring is to allow the two companies to focus on their respective core businesses, and to enhance access to capital for the new company that will hold the Tanzanian assets.

It is anticipated that the new company will mirror the share structure of the existing company. There can be no assurance that any agreement or transaction relating to a restructuring will be completed or that the necessary approvals will be obtained. If all approvals are obtained on a timely basis, the restructuring could be completed prior to the end of the second quarter of 2004.