CO2 Capsol AS – Meeting with investors and overview of outstanding options outstanding

Oslo, Norway – December 20, 2021

"NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN 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 HERE-IN."


Reference is made to the announcement from CO2 Capsol AS (“CO2 Capsol" or the
"Company") published 17 December 2021 regarding the Company’s admission to
trading on Euronext Growth and publication of an Information Document.

As previously announced in a notice on NOTC on 6 December 2021, the Company has
prior to submitting the application for admission to trading on Euronext Growth
Oslo held several meetings with high quality Norwegian and international
institutional investors which have demonstrated significant interest to invest
in carbon capture. Further to this, the Company consider accelerating the growth
plan and boost the value creation of the Company based on the response from
investor meetings and the contemplated process of raising additional capital.
The Company will ensure to update the market in accordance with applicable
reporting obligations. Skandinaviska Enskilda Banken AB (publ) and SpareBank 1
Markets AS have been retained as Joint Bookrunners to plan, coordinate and
execute a transaction.

The Company is irrespective of the contemplated process of raising additional
capital well-funded today to deliver on its core strategy which is licensing out
its technical solution for low cost and effective carbon capture from industrial
plants.

Furthermore, and in connection with the admission to trading, the Company hereby
wishes to highlight the outstanding options issued by the Company.

As of today, the Company has issued a total of 7,950,619 non-exercised and
outstanding options, corresponding to 7,950,619 shares in the Company. As
further set out below, such subscription rights consist of options to
independent investors in connection with an investment agreement and options
pursuant to a share-based incentive program for
employees and board members.

On 23 December 2020, the Company entered into an investment agreement with
certain new investors and its existing shareholders to fund the increased
activity of the Company. Pursuant to the investment agreement, new investors
were provided with an unconditional right to subscribe for 7,739,938 shares at a
subscription price of NOK 3.23 per share. As of today, a total of 2,950,619
shares have not been subscribed for. These options may be exercised at any time
and consecutively by written notice to the Company, but no later than 30 days
following the Company entering into its first license agreement.

Furthermore, on 30 June 2021, the annual general meeting of the Company approved
a share-based incentive program for employees and board members with a volume of
up to 5,000,000 options (which would equal the same number of shares if the
options were exercised). Of these, 3,570,000 options have been issued at an
average share price of NOK 10,6 and to be vested over 3 years. The remaining
options will be issued at the share price on issue date.

The potential dilutive effect upon exercise of all non-exercised options
currently in issue or to be issued, and assuming that no other capital increases
through the issuance of shares are carried out by the Company, is estimated to
be around 15.7%.

For further information on the share option program and the Company’s
outstanding options, please see the Information Document published on 17
December 2021, in particular sections 6.4 and 9.7.


For further information please contact:
Jan Kielland
CEO
+47 415 69 974
jan.kielland@co2capsol.com

Ingar Bergh
CFO
+47 926 20 330
ingar.bergh@co2capsol.com


About CO2 Capsol AS
CO2 Capsol is a technology provider offering carbon capture technology based on
the
Capsol EoP (End of Pipe) solution. Capsol EoP is a scalable and flexible
technology for
capturing carbon dioxide emissions from sources like waste-to-energy (WtE),
biomass,
cement, steel, LNG, power, and chemical industry plants. The technology utilizes
the safe and environmentally friendly HPC (Hot Potassium Carbonate) solvent and
is based on well documented and proven technology.

https://www.co2capsol.com/


Important Information
The publication, distribution or release of this press release may be restricted
by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein may come 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
press release is for information purposes only and does not constitute or form a
part of an offer to sell, or a solicitation of an offer to purchase, any
security of the company in the United States or in any other jurisdiction where
such offer or solicitation is unlawful. The securities of the company described
in this announcement have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state or foreign securities laws and may not be offered or sold in the United
States absent registration or an exemption from the registration requirements of
the Securities Act. There will be no public offering of securities in the United
States. 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”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release, if any, 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 their
control. By their nature, forward-looking statements are subject to numerous
factors, risks and uncertainties that could cause actual outcomes and results to
be materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the company does not have any intention or obligation to publicly update or
revise any forward-looking statements after they distributes this announcement,
whether to reflect any future events or circumstances or otherwise. This press
release is not to be
relied upon in substitution for the exercise of independent judgement. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities in the company.

 

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