Nordic Unmanned - Contemplated private placement

07 Dec 2022 16:30 CET

7.12.2022 16:30:01 CET | Nordic Unmanned | Additional regulated information
required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Nordic Unmanned ASA ("Nordic Unmanned" or the "Company") (ticker: NUMND) has
retained Pareto Securities AS and SpareBank 1 Markets AS as Joint Lead Managers
and Joint Bookrunners (the "Managers") to advise on and effect a contemplated
private placement of new ordinary shares in the Company each with a nominal
value of NOK 1 (the "Offer Shares") for gross proceeds of NOK 50-70 million (the
"Offer Size"), subject to and in compliance with applicable exemptions from
relevant prospectus or registration requirements (the "Private Placement").

The final subscription price per Offer Share (the "Offer Price") and the final
Offer Size will be determined by the Company's board of directors (the "Board"),
in consultation with the Managers, on the basis of a book building process to be
conducted by the Managers. The Private Placement and issue of the Offer Shares
will be subject to, among other things, approval by an extraordinary general
meeting of the Company (the "EGM").

The net proceeds to the Company from the Private Placement will be used for
investments in assets, equipment and maintenance packages for certain contracts,
working capital needs until full contract production in mid-2023 and to reduce
short-term debt.

The minimum subscription and allocation amount in the Private Placement will be
a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The
Company may, at its sole discretion, allocate Offer Shares for an amount below
EUR 100,000 to the extent applicable exemptions from the prospectus
requirements, in accordance with applicable regulations, including the Norwegian
Securities Trading Act and Regulation (EU) 2017/1129 on prospectuses for
securities and ancillary regulations, are available.

The book building period for the Private Placement will take place from and
including 7 December 2022 at 16:30 hours CET to and including 8 December 2022 at
08:00 hours CET (the "Application Period"). The Company may extend or shorten
the Application Period at any time and for any reason on short, or without,
notice. If the Application Period is extended or shortened, the other dates
referred to herein might be changed accordingly.

The Private Placement will be directed towards a limited number of Norwegian and
international investors, including existing Company shareholders and new
investors, in each case, subject to and in compliance with applicable exemptions
from relevant prospectus requirements: (i) outside the United States in reliance
on Regulation S under the US Securities Act of 1933 (the "US Securities Act")
and (ii) in the US to "qualified institutional buyers" (QIBs) as defined in Rule
144A under the US Securities Act.

The allocation of Offer Shares, which will be made on a conditional basis
subject to, amongst other things, a resolution by the EGM to approve the Private
Placement and issue the Offer Shares, will be made at the sole discretion of the
Board (in consultation with the Managers). The Board will focus on criteria such
as (but not limited to) indications from the wall-crossing phase of the Private
Placement, the Company's shareholder structure, existing ownership in the
Company, timeliness of the application, relative order size, sector knowledge,
perceived investor quality, price leadership and investment horizon. The Company
may, at its sole discretion, set a maximum allocation to any applicant as well
as reject or reduce any application in whole or in part. Allocation of Offer
Shares totalling a lower amount than applied for does not affect the applicant's
obligation to subscribe for and pay for the Offer Shares allocated.

Notification of conditional allocation and payment instruction is expected to be
sent by the Managers on or about 8 December 2022 before 09:00 CET.

Completion of the Private Placement (by issue and delivery of Offer Shares to
investors) is subject to (i) the Board resolving to consummate the Private
Placement and conditionally allocate the Offer Shares, (ii) an extraordinary
general meeting (the "EGM") in the Company resolving to approve the Private
Placement and issue the Offer Shares, (iii) the Pre-Payment Agreement (as
defined below) remaining unmodified and in full force and effect, and (iv) the
share capital increase pertaining to the issuance of the allocated Offer Shares
being validly registered with the Norwegian Register of Business Enterprises
("NRBE") and the allocated Offer Shares being validly issued and registered in
the Norwegian Central Securities Depository, Euronext Securities Oslo ("VPS") -
(jointly the "Conditions"). The EGM will be called for as soon as possible after
expiry of the Application Period and the Board having approved the Offer Price
and allocation of Offer Shares, and is expected to be held on or about 22
December 2022.

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

The date for settlement of the Private Placement is expected to be on or about
23 December 2022 (the "Settlement Date"), subject to, among other things, any
shortening or extensions of the Application Period, the actual date of the EGM,
handling time for registration of the share capital increase relating to the
Private Placement in the NRBE and fulfillment of the Conditions. The Offer
Shares are expected to be pre-paid by the Managers pursuant to a pre-payment
agreement (the "Pre-Payment Agreement") expected to be entered into between the
Company and the Managers, in order to facilitate prompt registration of the
share capital increase pertaining to the issue of Offer Shares in the NRBE and
delivery-versus-payment (DVP) settlement with investors. The Offer Shares
allocated in the Private Placement will be tradable on Euronext Growth Oslo when
the new share capital relating to the Private Placement has been registered with
the NRBE and the Offer Shares have been registered by the VPS, expected on or
about 23 December 2022, subject to the Conditions having been met.

The Company and the members of the Company's management and Board have agreed to
a 6 month lock-up, subject to customary exemptions and exception for Skaulen AS
in connection with the share transaction between primary insiders described
below.

The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement, taking into consideration the time, costs and
risk of alternative methods of securing the desired funding, is in the common
interest of the shareholders of the Company.

The Company may, subject to completion of the Private Placement and certain
other conditions, decide to carry out a subsequent repair offering of new shares
at the Offer Price on the basis of the board authorisation to increase the
Company's share capital granted by the Company's general meeting on 25 May 2022
(the "Subsequent Offering"). The Subsequent Offering, if carried out, will,
subject to applicable securities law, be directed towards existing shareholders
in the Company as of 7 December 2022 (as registered in the VPS two trading days
thereafter), who (i) were not included in the wall-crossing phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offer would be unlawful or
would (in jurisdictions other than Norway) require any prospectus, filing,
registration or other similar action. The potential Subsequent Offering will be
subject to, among other things, approval by the Board. Launch of a Subsequent
Offering, if carried out, may also be contingent on publishing of a prospectus.

Skaulen AS (100% owned by the Company's CEO, Knut Roar Wiig) will in connection
with the Private Placement (and contingent upon successfully completing the
Private Placement) sell existing shares worth approx. NOK 4.7 million to
companies controlled by certain primary insiders (including Jelsa Investering
AS, Helgø Investering AS, EAAH Invest AS, Ålgård Holding AS and Wallcross AS) at
a price qqual to the final Offer Price in the Private Placement. The reason for
the sale is to fully settle a share financing agreement with a financial
institution. 100% of the proceeds from the sale will be used towards this
purpose.

ADVISORS

Pareto Securities AS and SpareBank 1 Markets AS have been retained as Joint Lead
Managers and Joint Bookrunners to advise on and carry out the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in
connection with the Private Placement, and Advokatfirmaet Grette AS is acting as
legal counsel to the Managers in connection with the Private Placement.

CONTACTS

Trond Østerhus, CFO. +47 95 99 08 79, to@nordicunmanned.com

ABOUT NORDIC UNMANNED

Nordic Unmanned is the leading European operator and service provider of
high-end drones and data capture, supporting governments and industrials with
own and third-party IP.

Founded in 2014, the Group has offices in Sandnes, Molde, Odense (DK), Cranfield
(UK), Hasselt (BE), Arnsberg (GER) and Baltimore (US) and has become one of the
leading providers of unmanned systems and services, with operations across
Europe. Nordic Unmanned has one of the world's most comprehensive permits to fly
beyond visual line of sight (BVLOS), through the EASA approved Light UAS
operator Certificate (LUC). The Group owns proprietary technology and is OEM for
the drone products Staaker, AirRobot and DroneMatrix, in addition to being a
distributor of unmanned aerial systems produced by Lockheed Martin, Textron and
Sky-Hero. Its subsidiary Ecoxy is a Nordic leader in measurement, reporting and
verification of maritime and industrial emissions. Group companies are ISO
9001-2015 and AS9100 certified for the operation, maintenance, sale, design,
development, and production of unmanned systems and sensor technology.

For more information visit - https://nordicunmanned.com/

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 their
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 EEA 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 EEA 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, the 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 the
Company's 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
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 any 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 Manager nor any of its affiliates make
any representation as to the accuracy or completeness of this announcement and
none of them accept any responsibility for the contents of this announcement or
any matters 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 in the Company. Neither the Manager
nor any of its affiliates accept any liability arising from the use of this
announcement.

This announcement is an advertisement and 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 prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State.

DISCLOSURE

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 MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act. This stock exchange announcement was published by Trond Østerhus, CFO at
Nordic Unmanned ASA on 7 December 2022, at 16:30 CET.

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