NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Eam Solar AS (the "Company") hereby announces a rights issue with tradeable preferential subscription rights (the "Subscription Rights") for the Company's existing shareholders as at the close of trading on the day of the EGM (as defined below) to raise gross proceeds of up to NOK 20 million (the "Rights Issue").
The issue is being carried out to secure the company additional working capital in order to follow up on the legal processes the company is involved in and to maximize the scope for various business opportunities for the company going forward.
The proposed Rights Issue is subject to, inter alia, approval by the Company's shareholders at an extraordinary general meeting in the Company (the "EGM"), expected to be held on 1 October 2025. The notice of the extraordinary general meeting is expected to be sent to shareholders on 17 September 2025 and will be published in a separate stock exchange announcement.
The subscription price for the new shares to be issued in the Rights Issue shall be minimum NOK 1.0 per share (the "Subscription Price"). To facilitate this, the Company will ask the EGM to approve a share capital reduction to NOK 1.0 per share (the “Share Capital Reduction”).
Norne Securities AS has been engaged as manager and bookrunner (the "Manager") for the Rights Issue. The Rights Issue is subject to the following conditions (together, the "Conditions"): (i) the EGM approving the Rights Issue and the Share Capital Reduction, and (ii) the Company having published a national prospectus (the "Prospectus") as registered in the Norwegian Register of Business Enterprises ("NRBE").
The record date for the Rights Issue will be the second trading date after the EGM, expected to be on 3 October 2025 (the "Record Date"). Each shareholder will be granted Subscription Rights in proportion to the number of existing shares registered in the Company's shareholder register as at the Record Date, cf. section 10-4 of the Norwegian Private Limited Liability Companies Act. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Company (the "Offer Shares"). Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 1 October 2025 will give the right to receive subscription rights, whereas shares purchased from and including 2 October 2025, will not give the right to receive subscription rights.
The subscription rights will be tradable and sought listed on the Euronext Growth Oslo ("EGO") from and including the first day of the subscription period and until 16:30 (Oslo time) four trading days prior to the expiry of the subscription period. Oversubscription and subscription without subscription rights will be allowed.
It is contemplated that the Rights Issue will be conducted with a two-weeks subscription period, commencing on the first or second trading date after the Record Date, subject to satisfaction of the Conditions for the Rights Issue. All dates and other figures with respect to the Rights Issue included herein remain tentative and subject to change. Any changes will be announced at the EGM or through stock exchange announcements.
Allocation
The allocation principles for the Offer Shares in the Rights Issue will be set out in the EGM resolution and in the Prospectus, but are expected to be as set out below:
a) Firstly, allocation of Offer Shares to subscribers will be made in accordance with granted and acquired Subscription Rights which have been validly exercised during the Subscription Period. Each Subscription Right will give the right to subscribe and be allocated one Offer Share in the Rights Issue.
b) Secondly, if not all Subscription Rights are validly exercised during the Subscription Period and there are remaining unallocated Offer Shares following the allocation pursuant to paragraph a) above, subscribers who have exercised their Subscription Rights and over-subscribed, will be allocated additional Offer Shares on a pro rata basis based on the number of Subscription Rights exercised by each subscriber.
d) Finally, Offer Shares not allocated pursuant to paragraph a) - b) above, will be allocated by the Board.
Indicative timeline
According to the current tentative timetable, and subject to all of the Conditions being met, it is expected that the Rights Issue will take place according to the following tentative timeline:
On or around 1 October 2025: EGM
On or around 1 October 2025: Last day including subscription rights
On or around 2 October 2025: First day of trading in the shares excluding subscription rights
On or around 3 October 2025: Record date for determination of the right to receive subscription rights
On or around 3 October 2025: Publication of the Prospectus
On or around 6 October 2025: Commencement of the subscription period and first day of trading in the subscription rights
On or around 16 October 2025: Last day of trading in the subscription rights
On or around 20 October 2025: Last day of the subscription period
On or around 21 October 2025: Allocation of the Offer Shares
On or around 24 October 2025: Payment of the Offer Shares
On or around 28 October 2025: Registration of the share capital increase with the Norwegian Register of Business
All dates and other figures with respect to the Rights Issue included herein remain tentative and subject to change. Any changes will be announced at the EGM or through stock exchange announcements.
Ro Sommernes Advokatfirma DA is acting as legal advisor to the Company.