Avance Gas Holding Ltd (the "Company") advises that a Special General Meeting of
the Shareholders of the Company ("SGM") was held on 16 May 2025 at at 09:30 hrs,
at Par-la-Ville Place, 4(th) Floor, 14 Par-la-Ville Road, Hamilton, HM08,
Bermuda, in relation to the proposed liquidation of the Company, appointing Mike
Penrose of EY Bermuda Ltd. and Igal Wizman of EY Bahamas Ltd. as joint
liquidators, and the delisting of the Company's common shares from the Oslo
Stock Exchange.
Accordingly, the following resolutions were passed at the SGM:
1. The Company be wound up voluntarily.
1. Partners of EY Bermuda Ltd. and EY Bahamas Ltd are proposed to be appointed
as the Joint Liquidators (the "Proposed JLs") of the Company, subject to
satisfactory completion of their onboarding requirements.
1. The shareholders, being entitled to receipt of the surplus assets of the
Company in accordance with Item 72 of the Bye Laws, hereby waive their
rights to the surplus assets of the Company, in the amount of USD 500,000 or
less, after all proving creditors have been paid and the Proposed JLs have
drawn their fees and paid any expenses relating to the Liquidation. Any such
surplus assets are directed by the shareholders to be distributed to a
charity or multiple charities as nominated by the Company.
1. Assets of the Company may be distributed in specie.
1. Any one of the Proposed JLs be and are hereby authorized to do any act or
thing considered by the Proposed JLs to be necessary or desirable in
connection with the winding up of the Company.
1. The Proposed JLs do have the power to act jointly and severally.
1. The remuneration of the Proposed JLs be fixed at USD 45,000 plus
disbursements. In the event that the fee assumptions set out in an
engagement letter between the Company and EY Bermuda Ltd., to be entered
into upon the satisfactory completion of the Proposed JLs onboarding
requirements, are not applicable, the Proposed JLs may draw additional fees
on a time cost basis at an hourly rate to be agreed in the engagement
letter.
1. The Proposed JLs change the registered office of the Company to c/o EY
Bermuda Ltd., 3 Bermudiana Road, Hamilton HM 08, Bermuda and take control of
the statutory books and records of the Company following their appointment.
1. All actions taken and things done on behalf of the Company by the Directors
and/or Officers of the Company to date be and the same are hereby approved,
ratified and confirmed.
1. The delisting of the Company's common shares from the Oslo Stock Exchange
and to authorize the Proposed JLs to take steps to implement the delisting
including filing an application to the Oslo Stock Exchange on behalf of the
Company.
16 May 2025
The Board of Directors
Avance Gas Holding Ltd
Hamilton, Bermuda
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act