Energeia AS announces private placement and intention to list on Euronext Growth Oslo

05 Dec 2022 08:15 CET

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Oslo, 5 December 2022: Energeia AS (“Energeia” or the “Company”), a private
limited company incorporated under the laws of Norway has engaged Fearnley
Securities AS and Norne Securities AS as joint global coordinators and joint
bookrunners (together the “Managers”) to advise on and effect a contemplated
private placement to raise gross proceeds of NOK 90 million (the “Private
Placement”) and admission to trading of the Company’s shares on Euronext Growth
Oslo (the “Admission”).

Energeia was founded in June 2010, with development, operation and ownership of
solar PV power plants as its main activity. The Company has purchased, operated,
sold, developed and owned solar PV power plants for 12 years. Energeia is
headquartered in Oslo, Norway, and as of the date hereof has 14 employees
located in Norway, the Netherlands and Italy.

The Company currently owns one operational solar PV power plant in the
Netherlands, with an installed capacity of 12 MW, and two smaller power plants
in Myanmar with an installed capacity of 311 kW and an annual production of
approximately 430-470 MWh. Additionally, the Company, manages four operational
solar power plants in Italy on behalf of EAM Solar ASA.

The Private Placement:

The Private Placement will consist of a share issue with gross proceeds of up to
NOK 90 million through the issuance of up to 36,730,559 new shares in the
Company (the “New Shares”). The price per share in the Private Placement has
been set to NOK 2.475 (the “Subscription Price”), equivalent to a pre-money
equity value of the Company of approximately NOK 200 million based on the
80,815,312 shares currently outstanding in the Company. In addition, the
Managers may elect to over-allot up to 3,677,097 additional existing shares for
gross proceeds of up to approximately NOK 10 million (the "Additional Shares"
and together with the New Shares, the "Offer Shares"), representing
approximately 10% of the offering size in the Private Placement pursuant to an
over-allotment option (the "Over-Allotment Option").

The Company intends to use the net proceeds from the Private Placement (i) to
acquire the Dutch O&M companies ASN for approximately NOK 50 million (subject to
certain conditions being fulfilled); (ii) to repay a shareholder loan to
Jakobsen Energia AS of approx. NOK 10 million and net debt to EAM Solar ASA of
approx. NOK 14 million; and (iii) for additional project developments and
general corporate purposes.

The application period for the Private Placement will commence on Monday 5
December 2022 at 09:00 CET and close on Tuesday 6 December 2022 at 16:30 CET.
The Managers and the Company may, however, at any time resolve to close or
extend the application period. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.

The Company has applied for, and expects, subject to successful completion of
the Private Placement and the necessary approvals from the Oslo Stock Exchange,
to have its shares admitted to trading on Euronext Growth Oslo. The first day of
trading on Euronext Growth Oslo is currently expected to be on or about 13
December 2022.

Furthermore, Eidsiva Vekst AS and Obligo Nordic Climate Impact Fund III AB (the
“Cornerstone Investors”) have, subject to certain customary terms and
conditions, pre-committed to subscribe for up to NOK 50 million each in the
Private Placement and will be given preferential allocation in the Private
Placement.

Existing shareholder of the Company, Jakobsen Energia AS, (the "Share Lender")
have granted Fearnley Securities AS, on behalf of the Managers (the
"Stabilisation Manager"), an option to borrow a number of shares equivalent to
the Additional Shares in order to enable the Managers to settle any
over-allotments made in the Private Placement. In conjunction with the
Over-Allotment Option, the Company has also granted the Stabilisation Manager an
option (the "Greenshoe Option") to subscribe and have issued, at the Offer
Price, a number of new shares up to the number of Additional Shares allocated in
the Private Placement to cover short positions resulting from any
over-allotments made in the Private Placement not covered through share
purchases made as part of any stabilization activities. The Greenshoe Option is
exercisable, in whole or in part, by the Stabilisation Manager within a 30-day
period commencing at the time trading in the shares commences on Euronext Growth
Oslo.

The Company, certain large shareholders (Sundt AS), and members of the Company's
management have entered into customary lock-up arrangements with the Managers
that restrict, subject to certain exceptions, their ability to issue, sell or
dispose of shares, as applicable, for a period of 6 months for the Company and
large existing shareholders, and 12 months for the management, after the
commencement of trading in the shares on Euronext Growth Oslo without the prior
written consent of the Managers.

The Private Placement will be directed towards Norwegian and international
investors subject to, in each case, applicable exemptions from relevant
prospectus, filing and registration requirements, (i) outside the United States
in reliance on Regulation S under the US Securities Act of 1933 as amended (the
“US Securities Act”) and (ii) in the United States to “qualified institutional
buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act. The
minimum application and allocation amount has been set to the NOK equivalent of
EUR 100,000 per investor. The Company may, however, at its sole discretion,
allocate an amount below EUR 100,000 to the extent applicable exemptions from
the prospectus requirement pursuant to the Norwegian Securities Trading Act and
ancillary regulations are available.

Completion of the Private Placement is subject to the following conditions (the
“Conditions”) being met: (i) all the corporate resolutions of the Company
required to implement the Private Placement being validly made, including the
Board of Directors of the Company resolving to consummate the Private Placement
on the basis of the board authorisation to issue new shares granted by the
extraordinary general meeting of the Company held on 2 December 2022, (ii) the
placing agreement between the Company, the Share Lender and the Managers (the
“Placing Agreement”) being in full force and effect and the Company and the
Share Lender having complied with the terms and conditions of the Placing
Agreement in all material respects, and (iii) payment in full of the Offer
Shares, (iv) the board authorisation and the share capital increase pertaining
to the issuance of the allocated New Shares being validly registered with the
Norwegian Register of Business Enterprises, and (v) the Oslo Stock Exchange
approving the Company’s application for listing of its shares on Euronext Growth
Oslo.

The Private Placement may be cancelled if the Conditions are not fulfilled. The
Company reserves the right, at any time and for any reason, to cancel, and/or
modify the terms of, the Private Placement. Neither the Company nor the Managers
will be liable for any losses incurred by applicants if the Private Placement is
cancelled and/or modified, irrespective of the reason.

Further announcements relating to the Private Placement and Admission will be
made in due course.

Advisors:
Fearnley Securities AS and Norne Securities AS are acting as Joint Global
Coordinators and Joint Bookrunners in respect to the Private Placement and the
Admission. Advokatfirmaet Wiersholm AS is acting as legal counsel to Energeia,
while Advokatfirmaet Grette AS is acting as legal counsel to the Managers.

For further information, please contact:
CEO, Viktor Jakobsen, email: viktor@energeia.no and telephone: +47 916 11 009
Deputy CEO, Jarl Egil Markussen, email: jarl@energeia.no and telephone: +47 480
23 214

Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

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 applicable 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 part of the offering or its
securities 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 in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom 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 for
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.

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 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.

Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operates, the
Company's ability to attract, retain and motivate qualified personnel, changes
in the Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. 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 provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to 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 announcement.

Neither the Managers 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. This announcement is made by, and is the responsibility of, the Company.
The Managers and their affiliates are acting exclusively for the Company and
no-one else in connection with the transactions described in this announcement.
They will not regard any other person as their respective clients in relation to
the transactions described in this announcement 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 transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

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
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

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.

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 the Norwegian Securities Trading Act.

This stock exchange release was published by Jarl Egil Markussen, Deputy CEO,
Energeia AS, on 5 December 2022 at 08:00 CET.

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