NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 27 February 2025
Reference is made to the stock exchange announcement by Energeia AS (the "Company") on 13 February 2025 where it was announced that the Board of Directors had proposed a private placement of 400,000,000 new shares in the Company directed towards Eidsiva Vekst AS ("Eidsiva") and Obligo Nordic Climate Impact Fund ("Obligo") (the "Private Placement") and a contemplated subsequent offering of up to 556,166,380 new shares in the Company (the "Subsequent Offering") at the same subscription price as in the Private Placement of NOK 0.05 per new share in order to secure continued operations in a very challenging liquidity situation for the Company. The Company simultaneously sent notice to an extraordinary general meeting in the Company to be held on 27 February 2025 (the "EGM") in order to approve the Private Placement and the Subsequent Offering.
The EGM has today, in accordance with the proposals set out in the notice, resolved to increase the Company's share capital by NOK 8,000,000 by the issuance of 400,000,000 new shares in the Private Placement raising gross proceeds of NOK 20 million, and to carry out the Subsequent Offering and to increase the share capital by a minimum of NOK 2,000,000 and a maximum of NOK 11,123,327.60, through the issuance of a minimum of 100,000,000 new shares and a maximum of 556,166,380 new shares, each with a nominal value of NOK 0.02 and with a subscription price of NOK 0.05, raising gross proceeds of minimum NOK 5 million and maximum NOK 27.8 million.
Following registration of the share capital increase pertaining to the Private Placement, expected to take place on 28 February 2025, the issued share capital of the Company will be NOK 10,384,306.24 comprising 519,215,312 shares, each with a nominal value of NOK 0.02.
Furthermore, the EGM has elected Christian Dovland as chairman of the Board of Directors pursuant to the nomination committee's proposal. The Board of Directors of the Company accordingly consists of the following:
- Christian Dovland (chairman)
- Petter Myrvold (director)
- Merete Lie Holen (director)
- Knut Bringedal (director)
The minutes from the EGM are attached hereto and are also available on the Company’s website www.energeia.no.
The Subsequent Offering
The Subsequent Offering raising gross proceeds of up to NOK 27.8 million is, as previously announced, partly guaranteed by Eidsiva and Obligo who together have guaranteed for a minimum subscription amount of NOK 5 million. The Private Placement and the Subsequent Offering as a whole will be non-dilutive for Eligible Shareholders (as defined below) if they participate with their pro-rata share in the Subsequent Offering, securing equal treatment of the Company’s shareholders.
Shareholders of the Company as of 13 February, as registered in the VPS on 17 February 2025 (the "Record Date"), who (i) were not given the possibility to participate in the Private Placement, and (ii) 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") will be granted 8,0205 non-transferable subscription rights ("Subscription Rights") for every existing shares registered as held by such Eligible Shareholder in the VPS as at 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 Subsequent Offering at the subscription price of NOK 0.05. Over-subscription and subscription without subscription rights will not be permitted.
The subscription period in the Subsequent Offering will commence on 10 March 2025 at 09:00 hours (CET) and expire on 17 March 2025 at 16:30 hours (CET), subject to the timely registration and publication of a national prospectus pertaining to the Subsequent Offering (the "Prospectus").
Allocation of the new shares in the Subsequent Offering is expected to take place on or about 18 March 2025, and the new shares are expected to be delivered on or about 26 March 2025.
Further information regarding the Subsequent Offering, including subscription procedures, will be set out in the Prospectus. The Company will also make adequate announcements relating to both its liquidity situation and the Subsequent Offering prior to commencement of the Subscription Period.
Norne Securities AS is acting as manager in the Subsequent Offering (the "Manager"). Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company.
For further information, please contact:
Jarl Egil Markussen, CEO, e-mail: jarl@energeia.no and tel: +47 480 23 214
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.