Polar Resources - Private placement and retail offering successfully completed

02 Jul 2026 22:46 CEST

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CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Polar Resources - Private placement and retail offering successfully completed
Oslo, 2 July 2026

Reference is made to the stock exchange announcement by Polar Resources AS (the
“Company”) on 25 June 2026 regarding a contemplated private placement (the
“Private Placement”) of new shares and a separate public retail offering of new
shares (facilitated by Nordnet Bank AB ("Nordnet")) (the "Retail Offering", and
together with the Private Placement, the “Offering”) in connection with the
contemplated listing of the Company's ordinary shares on Euronext Growth Oslo
(the "Listing").

The Company is pleased to announce that the Offering has been successfully
placed, raising total gross proceeds of NOK 50 million conditional upon the
allocation of 7,142,857 new shares in the Company (the “Offer Shares”), each at
a subscription price of NOK 7.00 per Offer Share (the “Offer Price”). The
Offering attracted significant interest from Nordic and international investors,
and the Retail Offering was oversubscribed.

Julien Balkany, Chairman of the Company, commented: “On behalf of Polar
Resources, I would like to thank our existing and new shareholders for their
support in this successful private placement in connection with our exciting IPO
on Euronext Growth Oslo. We are delighted to have generated significant interest
in the Nordic market and attracted demand from over 750 investors”.

4,934,386 of the Offer Shares will be issued in the Private Placement at the
Offer Price, raising gross proceeds of approx. NOK 34.54 million. In addition,
2,208,471 Offer Shares will be issued in the Retail Offering at the Offer Price,
raising gross proceeds of approx. NOK 15.46 million.

The net proceeds to the Company from the Offering will be used for (i) mature
existing mineral exploration licenses in Norway, (ii) pursue transformational
transactions and business development activities in the oil and gas upstream
sector and (iii) general corporate purposes including but not limited to G&A.

Allocations to pre-committing investors and primary insiders/close associates

The following pre-committing investors and primary insiders / close associates
were allocated Offer Shares at the Offer Price in the Private Placement in
accordance with their respective pre-commitments as previously announced:
• Trafigura Pte. Ltd. (through its affiliate Urion Investments Holdings), as
cornerstone investor and strategic partner, has been allocated 1,714,285 shares
for an aggregate amount of approx. NOK 12,000,000.
• Endurance Too AS, a company closely associated to Henno Grenness (CEO), has
been allocated 142,857 shares for an aggregate amount of approx. NOK 1,000,000.
• John Hamilton, a board member, has been allocated 57,142 shares for an
aggregate amount of approx. NOK 400,000.
• Garrett Soden, new board member resolved at the EGM (as defined below), has
been allocated 71,428 shares for an aggregate amount of approx. NOK 500,000.

Settlement and dates

The issuance of the Offer Shares has been approved by a resolution passed by
shareholders at an extraordinary general meeting of the Company held earlier
today (the "EGM").

Subject to fulfilment of the Conditions (as defined below), inter alia, the
first day of trading on Euronext Growth Oslo is expected to be on or about 9
July 2026 under the ticker "POLAR".

Notices of allocation of Offer Shares in the Private Placement are expected to
be distributed to the applicants being allocated Offer Shares in the Private
Placement (“Applicants”) on or about 3 July 2026. Settlement of Offer Shares in
the Private Placement is expected to take place on or about 7 July 2026 on a
delivery versus payment (“DvP”) basis. DvP settlement of the Offer Shares is
expected to be facilitated by a pre-funding agreement between the Company and
SB1 Markets AS (the "Manager") (the “Pre-Funding Agreement”).

Reference is made to the Nordnet website and the national prospectus published
by the Company on its website www.polarresources.no for more information
regarding payment and delivery of Offer Shares in the Retail Offering.

Following registration of the share capital increases pertaining to the Offer
Shares, the issued share capital of the Company will be NOK 189,238.09333
comprising 14,192,857 shares, each with a nominal value of NOK 0.013333333.

Conditions for completion

Completion of the Private Placement and Retail Offering remains subject to the
following conditions (together, the “Conditions”): (i) the share capital
increase pertaining to the issuance of the Offer Shares allocated in the
Offering being validly registered with the Norwegian Register of Business
Enterprises (“NRBE”) and the Norwegian Central Securities Depository (Euronext
Securities Oslo or the “VPS”), (ii) the Pre-Funding Agreement remaining
unmodified and in full force and effect, and (iii) the Oslo Stock Exchange
approving the application for Listing and the satisfaction by the Company of any
conditions for Listing set by the Oslo Stock Exchange .

Lock-up

Customary 12-month lock-up undertakings have been entered into by members of the
Company’s board of directors and management, as well as Ropa Investments.
Pursuant to these undertakings, the relevant parties have agreed not to sell or
otherwise dispose of shares in the Company for a period of 12 months following
the completion of the Private Placement.

The lock-up undertaking of each of the above-mentioned persons is subject to
certain customary exemptions (including, without limitation, (i) a change of
control event in the Company (excluding by the following shareholders (or
affiliates): Julien Balkany, Ropa Investments and Trafigura) or (ii) completion
of a reverse merger involving the Company) and may be waived by the Manager.

Equal treatment and subsequent offering considerations

The Company’s board of directors has noted that the existing shareholders’
pre-emption right to subscribe for the Offer Shares will be set aside in the
Offering. Taking into consideration that the Company needs to raise capital to
fulfil the Listing conditions, including to establish a broader shareholder base
and ensure sufficient free float in connection with the Listing, the board
believes that setting aside the pre-emption rights is in the common interest of
the Company and its shareholders. For the same reasons there will not be any
subsequent offering.

Advisors

SB1 Markets AS has acted as Sole Bookrunner in connection with the Private
Placement, and as Euronext Growth Advisor in connection with the Listing.
Nordnet Bank AB has acted as placement agent in connection with the Retail
Offering.

Advokatfirmaet BAHR AS has acted as legal advisor to the Company in connection
with the Private Placement and Listing. AGP Advokater AS has acted as legal
advisor to SB1 Markets AS.

Enquiries

Henno Grenness, Chief Executive Officer
Tel: +47 911 44 658
Email: investors@polarresources.no
Or
SB1 Markets AS, +47 24 14 74 00
***

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, 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 Henno Grenness in Polar
Resources AS on 2 July 2026 at 22:45 (CEST).

About Polar Resources

Polar Resources AS is a Norwegian natural resources company focused on mineral
exploration in Norway and also selectively pursuing oil and gas acquisitions
with an initial geographical focus on Europe, Latin America and South-East Asia.
Polar Resources AS currently holds exploration licences covering four areas in
Central Norway with reported occurrences of copper and zinc mineralisation.
Visit us at: www.polarresources.no
Follow us on LinkedIn

IMPORTANT NOTICE / DISCLAIMER

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. Neither the Manager nor any of its 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, Canada, Hong Kong, Japan, 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 does not contain or constitute an offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of this announcement are
not being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures.

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 “U.S.
Securities Act”), and accordingly may not be offered or sold in the United
States absent registration or an applicable exemption from 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 part of the
offering in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned
herein will be made solely to "qualified institutional buyers" (QIBs) as defined
in Rule 144A under the U.S. Securities Act, pursuant to an exemption from the
registration requirements under the U.S. Securities Act, as well as to major
U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange
Act of 1934, as amended.

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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation” means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors (as defined in the Public Offers and Admissions
to Trading Regulations 2024) who 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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.

The Manager is acting exclusively for the Company and no one else in connection
with the Private Placement and the Listing and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients, or
for advice in relation to the contents of this announcement or any of the
matters referred to herein. Neither the Manager nor any of its affiliates makes
any representation as to the accuracy or completeness of this announcement and
none of them accepts any responsibility for the contents of this announcement or
any matters referred to herein.

The Offering and the Listing may be influenced by a range of circumstances, such
as market conditions, and there is no guarantee that the Listing will occur.

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, but the absence of these words does not necessarily mean
that a statement is not forward-looking. Forward-looking statements are subject
to known and unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ materially from
those expected or implied by the forward-looking statements. The forward-looking
statements in this communication are based upon various assumptions, many of
which are based, in turn, upon further assumptions. The Company believes that
these assumptions were reasonable when made. However, 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 Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors. Accordingly, you should not unduly rely on these forward-looking
statements, which speak only as of the date of this communication. The
information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Manager and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. 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 of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement. Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments. Accordingly,
in certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, 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, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

More information:
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677594_Polar Resources - Completion Announcement.pdf