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Oslo, 25 August 2025:
In 2025, Energeia AS (the "Company") has continued to make positive progress across its project portfolio, with the concession approval from NVE in June being one of the main milestones. To support the Company’s further development, the Company is happy to announce a fully underwritten rights issue of NOK 31 million.
With the proposed rights issue the Company will secure its operational liquidity need for more than the next 12 months. The proposed rights issue will provide the Company with financial flexibility and enable it to continue the long-term development of its project portfolio. The estimated working capital required for the next 12 months, excluding investments related to project construction, is approximately NOK 25 million.
Rights issue
The board of directors of the Company (“the Board”) hereby announces that it has resolved to propose that the Company carries out a share capital issue, by way of a fully underwritten rights issue of 1 033 333 333 new shares in the Company (the “Offer Shares”), to raise gross proceeds of NOK 31 million (the “Rights Issue”). The net proceeds to the Company from the Rights Issue will be used for short-term working capital needs to support the continued development of the Company’s project portfolio. The Company has appointed Norne Securities AS as manager for the Rights Issue (the "Manager").
The subscription price in the Rights Issue (the "Subscription Price") is proposed by the Board to be NOK 0.03 per share.
The Rights Issue will be directed towards shareholders of the Company as of 8 September 2025, as registered in the VPS on 10 September 2025 (the "Record Date"), who are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). Each Eligible Shareholder will be granted approximately 0.8684 transferable subscription rights ("Subscription Rights") for every existing share registered as held by such Eligible Shareholder in the VPS as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, the right to subscribe for, and be allocated, one (1) new share in the Offering at the Subscription Price. Over-subscription and subscription without subscription rights will be permitted.
The subscription period in the Rights Issue is expected to commence on 10 September 2025 at 09:00 hours (CEST) and expire on 24 September 2025 at 16:30 hours (CEST) (the “Subscription Period”), subject to the timely registration and publication of the Prospectus (as defined below). Allocation of the new shares in the Rights Issue is expected to take place on or about 25 September 2025, and the new shares are expected to be delivered on or about 3 October 2025. Further information regarding the Rights Issue, including subscription procedures, will be set out in the Prospectus which will be made available at the Manager's and the Company's websites ahead of the Subscription Period.
The underwriting
The Rights Issue will be underwritten by a consortium comprising of certain existing shareholders in the Company as well as new investors (the “Underwriters”). The Underwriters are entitled to an underwriting commission of 10% of their respective underwriting obligations, to be paid in shares in the Company (the "Guarantee Shares") to be issued pursuant to a board authorization (the "Board Authorization") at the Subscription Price.
Any shares subscribed and allocated to an Underwriter in the Rights Issue will reduce the respective Underwriter’s underlying underwriting obligation.
The Company will apply for admission to and trading of the subscription rights on Euronext Growth Oslo.
In order to promote free float and increased trading of the subscription rights in the Rights Issue, the Company’s two largest shareholders Eidsiva Vekst AS and Obligo Nordic Climate Impact Fund AB have agreed that they can sell a certain portion of their subscription rights during the subscription period. Eidsiva Vekst AS and Obligo Nordic Climate Impact Fund AB have both agreed to underwrite NOK 3.0 million and NOK 4.4 million, respectively, in the Rights Issue.
Prospectus
The Company will in connection with the Rights Issue prepare and publish a national prospectus (the "Prospectus") to be registered with the Norwegian Register of Business Enterprises. The Prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue.
Notice of EGM
In order to resolve the Rights Issue and the Board Authorization to issue the Guarantee Shares, an extraordinary general meeting will be held in the offices of Energeia AS with registered address at Cort Adelers gate 33, 0254 Oslo, on 8 September 2025 at 09:30 CEST. Please find attached the notice for the meeting including a proxy form.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Jarl Egil Markussen, Chief Executive Officer, at Energeia AS on the date and time provided.