Capsol Technologies ASA: Private placement successfully completed

Oslo, Norway – 16 February 2024


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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, Norway, 16 February 2024: Reference is made to the stock exchange
announcement published by Capsol Technologies ASA (the "Company") on 14 February
2024 regarding a contemplated private placement (the "Private Placement") of new
ordinary shares in the Company (the "Offer Shares").

The Company is pleased to announce that the Private Placement has been
successfully completed, raising gross proceeds of approx. NOK 88.27 million
through the issuance of 7,005,274 Offer Shares in the Company, each at a
subscription price of NOK 12.60 per Offer Share (the "Offer Price"). The Private
Placement was pre-sounded with an offer size range of NOK 34 - 50 million.
However, due to strong demand from existing shareholders, primary insiders and
new high-quality investors (including institutions), the offer size range was
upsized to NOK 75 - 100 million at broad launch of the Private Placement. The
Offer Price represents a 3.5% premium to the volume weighted average price per
share over the previous 10 trading days up until launch of the Private Placement
(ending on 13 February 2024), and a 0.8% premium to the closing market price at
the end of the application period (16 February 2024). The Private Placement has
been managed by Pareto Securities AS and SpareBank 1 Markets AS as joint lead
managers and joint bookrunners (the "Managers").

The share issue provides the Company a strong financial basis to execute on its
business plan. The net proceeds to the Company from the Private Placement will
go towards financing strategic initiatives within new markets, new solutions and
new revenue streams, specifically; (i) establishing and running an operation in
the United States, (ii) technical and commercial development of the CapsolGT®
solution for carbon capture from gas turbines and (iii) expanding the CapsolGo®
mobile demonstration program.

Munters, a global leader in energy efficient air treatment and climate control
solutions, had pre-committed to subscribe for, and was allocated, Offers Shares
for the NOK equivalent of EUR 2 million. Further, certain primary insiders in
the Company had collectively pre-committed to subscribe for Offer Shares in the
aggregate amount of approx. NOK 3 million as further detailed below.

The Company’s board of directors (the "Board") has today resolved to allocate
and issue the Offer Shares pursuant to an authorization to increase the share
capital in the Company granted by the Company’s ordinary general meeting 24 May
2023. Notification of allocation and settlement instructions are expected to be
sent by the Managers 19 February 2024.

The payment and delivery date for the Private Placement is expected to be on or
about 21 February 2024. Delivery of the Offer Shares is expected to be made on a
delivery-versus-payment ("DVP") basis facilitated through the delivery of
existing and unencumbered shares in the Company, already admitted to trading on
Euronext Growth Oslo, pursuant to a share lending agreement between the Company,
SpareBank 1 Markets AS and Rederiaktieselskapet Skrim (the "Share Lending
Agreement"). The Offer Shares will thus be tradable on Euronext Growth Oslo
immediately after the notification of allocation on 19 February 2024. The
Managers will settle the share loan to Rederiaktiselskapet Skrim with the
issuance of the Offer Shares.

Completion of the Private Placement is subject to the Share Lending Agreement
remaining in full force and effect (the "Condition").

Following registration of the new share capital pertaining to the issuance of
the Offer Shares in the Private Placement, the Company will have a share capital
of NOK 30,269,334.50 divided into 60,538,669 shares, each with a par value of
NOK 0.5.

Notification of trade for primary insiders:
The following primary insiders have been allocated Offer Shares in the Private
Placement at the Offer Price:

- Wendy Lam, the Company’s CEO has subscribed for and has been allocated 15,873
Offer Shares. Following the Private Placement, Wendy Lam will own 15,873 shares
in the Company, corresponding to approx. 0.03% of the share capital.
- Octopada AS, the Company’s CFO, Ingar Bergh, has subscribed for and has been
allocated 15,873 Offer Shares Following the Private Placement, Ingar Bergh will
own 30,673 shares in the Company, corresponding to approx. 0.05% of the share
capital.
- Tone Bekkestad AS, the Company’s CMO, Tone Bekkestad, has subscribed for and
has been allocated 55,555 Offer Shares. Following the Private Placement, Tone
Bekkestad will own 772,673 shares in the Company, corresponding to approx. 1.28%
of the share capital.
- Johan Jungholm, the Company’s CCO has subscribed for and has been allocated
63,492 Offer Shares Following the Private Placement, Johan Jungholm will own
63,492 shares in the Company, corresponding to approx. 0.10% of the share
capital.
- Oppkuven AS, the Company’s chairman of the Board, Endre Ording Sund, has
subscribed for and has been allocated 7,936 Offer Shares. Following the Private
Placement, Endre Ording Sund will own 1,844,136 shares in the Company,
corresponding to approx. 3.05% of the share capital.
- Rederiaktieselskapet Skrim, the member of the Company’s Board, Einar Chr.
Lange, has subscribed for and has been allocated 23,809 Offer Shares. Following
the Private Placement, Einar Chr. Lange will own 10,831,455 shares in the
Company, corresponding to approx. 17.89% of the share capital.
- John Arne Ulvan, a member of the Company’s Board, has subscribed for and has
been allocated 19,841 Offer Shares. Following the Private Placement, John Arne
Ulvan will own 19,841 shares in the Company, corresponding to approx. 0.03% of
the share capital.
- Wayne Thomson, a member of the Company’s Board, has subscribed for and has
been allocated 11,904 Offer Shares. Following the Private Placement, Wayne
Thomson will own 11,904 shares in the Company, corresponding to approx. 0.02% of
the share capital.
- Miz Venture AS, the member of the Company’s Board, Monika Inde Zsak, has
subscribed for and has been allocated 5,952 Offer Shares. Following the Private
Placement, Monika Inde Zsak will own 5,952 shares in the Company, corresponding
to approx. 0.01% of the share capital.

Lock-ups
Members of the Company's Board and management have undertaken a six-month
lock-up on customary terms and conditions. Additionally, the Company's largest
shareholder Rederiaktieselskapet Skrim (with approx. 17.8% of the shares
currently outstanding) has undertaken a six-month lock-up on customary terms and
conditions.

Equal treatment considerations
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. The board has
carefully considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the rules on equal
treatment under Euronext Growth Rule Book Part II and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment, and the Board is of the opinion that
the transaction structure is in compliance with these requirements. The Board is
of the view that it will be in the common interest of the Company and its
shareholders to deviate from the shareholders' pre-emptive right as proposed
through the Private Placement, particularly in light of the current market
conditions. In reaching this conclusion, the Board, among other, emphasised
that:

- The share issuance is carried out as a private placement for the Company to
complete the equity raise in a manner that is efficient and with a significantly
lower risk and without the significant discount to the trading price compared to
a rights issue. It has also been taken into consideration that the Private
Placement is based on a publicly announced process and application period.

- The Offer Price is approximately equal to the volume weighted average price
per share over the previous 30 trading days ending on 9 February 2024, and has
been determined by the Board in discussions with the Managers following a
pre-sounding of the Private Placement. The Offer Price represents a 3.5% premium
to the volume weighted average price per share over the previous 10 trading days
up until launch of the Private Placement, ending on 13 February 2024. Also, the
Offer Price represents a 0.8% premium to the closing price on 16 February 2024.

- The shares in the Company are liquid, so shares are expected to be available
in the market for shareholders whose ownership percentage is diluted by the
Private Placement and who do not wish to be diluted.

- The application period in the Private Placement running from 14 February 2024
at 09:00 CET to its close 16 February 2024 at 16:30 CET has provided ample time
for shareholders to participate.
Based on the above the Board has resolved to not conduct a subsequent offering
directed towards shareholders not participating in the Private Placement.


Legal advisors
CMS Kluge Advokatfirma AS has acted as legal counsel to the Company, and Wikborg
Rein Advokatfirma AS as legal counsel to the Managers.


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


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 section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Ingar Bergh, CFO, on the time
and date provided.


About Capsol Technologies ASA
Capsol Technologies is a carbon capture technology provider with a goal to
accelerate the transition to a carbon-negative future. The company’s
energy-efficient, cost-competitive and environmentally friendly solutions are
licensed out either directly to customers or through industrial partners
globally. Key segments include cement, biomass, energy-from-waste, power
generation and large industrial. Capsol is targeting significant long-term value
creation with a scalable model with an ambition of 5-10% technology licensing
market share in 2030, EUR 7-12 in licensing revenue per tonnes installed
capacity and 40-60% pre-tax profit margin. Capsol Technologies is listed on
Euronext Growth Oslo, Norway (ticker: CAPSL). For more information visit
capsoltechnologies.com.

IMPORTANT INFORMATION
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 for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
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 announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, 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 announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, New Zealand, Canada, Japan, Hong Kong, South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. In any EEA Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the EU Prospectus Regulation, i.e. only to investors who
can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Private Placement. They will not regard
any other person as their respective clients in relation to the Private
Placement and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the Private
Placement or otherwise. Accordingly, references in any subscription materials to
the shares being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, such Managers and any of their respective
affiliates acting as investors for their own accounts. The Managers do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

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", "aim", "expect",
"anticipate", "intend", "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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

 

More information:
Access the news on Oslo Bors NewsWeb site