Capsol Technologies ASA: Approval and publication of prospectus and terms of the retail offering

Oslo, Norway – May 24, 2024


NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL


Reference is made to the announcements on May 24, 2024, whereby Oslo Børs has
resolved to admit the shares of Capsol Technologies ASA (the “Company”) to
trading on Oslo Børs (the “Uplisting”), subject to satisfaction of certain
admission requirements.

In connection with the Uplisting, the Company has decided to carry out an
offering (the “Retail Offering”) of up to 2,250,000 new shares (the “Offer
Shares”) being offered to the public in Norway and Sweden on the terms and
subject to the conditions set out in the prospectus prepared in connection with
the Retail Offering and the Uplisting (the "Prospectus"). The Retail Offering is
conducted to broaden the Company’s investor base, increase trading liquidity,
and to fulfil the admission requirement on number of shareholders pursuant to
the admission rules, all of which will be reflected in the allocation. Subject
to successful completion of the Retail Offering, the Company’s shares are
expected to start trading on Oslo Børs on or about June 19, 2024, under the
ticker code “CAPSL”.

The price at which the Offer Shares will be sold (The “Offer Price”) will be set
at a 10% discount to the minimum of (i) the volume-weighted average price of the
Shares on Euronext Growth Oslo during the application period (seven trading days
between May 28, 2024, and June 5, 2024 – subject to potential extension), and
(ii) the volume-weighted average price of the Shares on Euronext Growth Oslo on
the last day of the application period (one trading day on June 5, 2024 –
subject to potential extension). The final Offer Price will be rounded down to
the nearest tenth.

The net proceeds to the Company from the Retail Offering will be used for
general corporate purposes.

The Retail Offering is subject to a lower limit per application of NOK 10,500
and an upper limit per application of NOK 2,000,000 for each investor.

The application period for the Retail Offering will commence at 09:00 hours
(CEST) on May 28, 2024. The application period for the Retail Offering ends at
16:30 (CEST) on June 5, 2024. The Company, in consultation with the Managers (as
defined below), reserves the right to extend the application period for the
Retail Offering at any time and without any prior written notice and at its sole
discretion. If the application period is extended, any other dates referred to
herein may be amended accordingly.

The prospectus for the Retail Offering and Uplisting has been approved by the
Financial Supervisory Authority of Norway today on May 24, 2024, and is expected
to be passported into Sweden on May 27, 2024. The Prospectus and the application
form for the Retail Offering (the “Retail Application Form”) will, subject to
regulatory restrictions in certain jurisdictions, be made available at
www.paretosec.com/transactions and www.sb1markets.no/transaksjoner. Hard copies
of the Prospectus may be obtained free of charge at the offices of the Company
or by contacting the Managers.

Applicants in the Retail Offering who are residents of Norway with a Norwegian
personal identification number may apply for Offer Shares through either (i) the
VPS online application system by following the link to such online application
system on the following website: www.paretosec.com/transactions and
www.sb1markets.no/transaksjoner, (ii) by using the Retail Application Form
attached to the Prospectus as Appendix D "Application Form for the Retail
Offering" or (iii) through the webservices of Nordnet.

Applicants in the Retail Offering who are residents of Norway and who does not
have a Norwegian personal identification number must apply using either (i) the
Retail Application Form attached to the Prospectus as Appendix D "Application
Form for the Retail Offering" or (ii) through the webservices of Nordnet.

Applicants located in Sweden are only permitted to apply through the webservices
of Nordnet.

Please note the shorter application period for applicants using the Nordnet
webservice.

Publication of results in the Retail Offering is expected on or about June 5,
2024. Notification of allocation in the Retail Offering is expected on or about
June 6, 2024. The payment for allocated Offer Shares falls due on or about June
10, 2024.

Subject to timely payment of the entire subscription amount in the Offering and
no extension of the subscription period, the Company expects that the share
capital increase pertaining to the Offering will be registered with the
Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret) on or about
June 18, 2024 and that the Offer Shares will be delivered to the VPS accounts of
the subscribers to whom they are allocated on or about June 19, 2024. Further
details regarding delivery of the Offer Shares to the investors applying for
shares through Nordnet in the Retail Offering are set out in the Prospectus. The
first day of trading for the Offer Shares on Oslo Børs is expected on or about
June 19, 2024.

Additional information regarding the Retail Offering and further instructions
regarding the procedures for subscription of the Offer Shares are included in
the Prospectus.

Pareto Securities AS and SpareBank1 Markets AS are acting as Joint Global
Coordinators and Joint Bookrunners in the Retail Offering (the “Managers”).
Nordnet Bank AB is acting as Placing Agent in the Retail Offering. CMS Kluge
Advokatfirma AS is acting as legal advisor to the Company.



For further information, please contact:
Ingar Bergh
Chief Financial Officer
Capsol Technologies ASA
+47 926 20 330
ingar.bergh@capsoltechnologies.com


This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and Euronext Growth Oslo Rule Book
– Part II.
This stock exchange announcement was published by Ingar Bergh, CFO, on the time
and date provided.


About Capsol Technologies
Capsol Technologies ASA is a carbon capture technology provider with a goal of
accelerating the transition to a net zero future. The company offers a carbon
capture and heat recovery system in one for superior efficiency with a proven
and safe solvent, which is licensed either directly to customers or through
industrial partners globally. Key segments include cement, biomass,
energy-from-waste, and gas turbines. Capsol Technologies is listed on Euronext
Growth Oslo (ticker: CAPSL). For more information visit capsoltechnologies.com.



Important information
This announcement is not an offer to sell or a solicitation of any offer to buy
any securities of Capsol Technologies ASA. The contents of this announcement
have been prepared by and are the sole responsibility of the Company. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed by any person
for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness.

Copies of this announcement are not being made and may not be distributed or
sent into any other jurisdiction than Norway and Sweden, including but not
limited to the United States of America, Australia, Canada.

Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is not a prospectus for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (together with any related implementing and delegated regulations,
the “Prospectus Regulation”). Investors should not invest in any securities
referred to in this announcement except on the basis of information contained in
the aforementioned prospectus.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of the
Securities Act and in accordance with applicable U.S. state securities laws. The
Company does not intend to register any offering in the United States or to
conduct a public offering of securities in the United States.

Copies of this announcement are not being, and should not be, distributed in or
sent into the United States (including its territories and possessions, any
State of the United States and the District of Columbia), Australia, Canada or
Japan. The securities described herein have also not been and will not be
registered under the applicable securities laws of the United States, Australia,
Canada or Japan and, subject to certain exemptions, may not be offered or sold
in or into or for the account or benefit of any person having a registered
address in, or located or resident in the United States, Australia, Canada or
Japan. There will be no public offering of the securities described herein in
the United States, Australia, Canada or Japan.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe,” “expect,” “anticipate”,
“intends”, “estimate”, “will”, “may”, “continue”, “should” and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. Neither the Company nor the Managers undertake
any obligation to review, update, confirm or release publicly any revisions to
any forward-looking statements to reflect events that occur or circumstances
that arise in relation to the content of this communication.
The Managers are acting exclusively for the Company and no one else in
connection with the Retail Offering. It will not regard any other person as its
clients in relation to the planned Retail Offering and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.

None of the Managers or any of its directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this release (or whether any information has
been omitted from the release) or any other information relating to the Company,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available, or for any loss howsoever arising from any use of
this release or its contents or otherwise arising in connection therewith.

 

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