Reminder of last day of offer period for Viridor's voluntary recommended cash offer to acquire all shares in Quantafuel ASA

29 Mar 2023 07:30 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Oslo, 29 March 2023

Reference is made to the announcement dated 2 March 2023 by Harald Norway Bidco
AS (the "Offeror" a wholly-owned subsidiary of Viridor Limited "Viridor") of the
issue of the offer document (the "Offer Document") and the start of the offer
period (the "Offer Period") for the recommended voluntary cash offer to acquire
all outstanding shares (the "Shares") in Quantafuel ASA (the "Company") at an
offer price of NOK 6.38 per Share (the "Offer").

The acceptance period for the Offer will expire at 16:30 hours (CEST) today, 29
March 2023.

Shareholders that want to accept the Offer must fill out and return the
acceptance form, which is included in the Offer Document, to DNB Bank ASA,
Registrar Department, acting as the receiving agent for the Offer, before expiry
of the Offer Period, on 16:30 hours (CEST) on 29 March 2023 (subject to
extension).

For more information, please refer to the Offer Document dated 2 March 2023. The
Offer Document is available, subject to regulatory restrictions in certain
jurisdictions, at www.dnb.no/emisjoner.

Background to the Offer

The Offer was announced on 28 February 2023 following a strategic review by
Quantafuel where Quantafuel’s management and board had, together with its
financial advisor, diligently conducted a broad process targeting potential
strategic and/or financial partners to secure a long-term financing solution for
Quantafuel to the benefit of the Company and its shareholders.

As described in the Q4 2022 release published on 28 February 2023, Quantafuel is
currently in a challenging financial situation, with a large short-term
liquidity shortfall and will need to secure funds before mid Q2 2023 to continue
its operations and will require further funding to support existing proposed
development projects. As noted in the announcement on 28 February 2023, the
understanding of the board of directors of Quantafuel is that Quantafuel’s
largest shareholders, including KIRKBI and BASF, will not participate in an
equity increase or debt financing, and both support and have pre-accepted the
Offer.

On the basis of the above the board of directors of Quantafuel has concluded
that there are no other viable and realistic, long-term financing solutions as
an alternative to the Offer.

The board of directors of Quantafuel has unanimously recommended the Offer. The
board's recommendation was attached the announcement on 28 February 2023.


Advisers

Macquarie Capital (Europe) Limited is acting as financial advisor to the
Offeror, DNB Markets, a part of DNB Bank ASA, is acting as domestic financial
advisor and receiving agent to the Offeror in connection with the Offer. Simpson
Thacher & Bartlett LLP and Advokatfirmaet Wiersholm AS are acting as legal
advisors to the Offeror.

ABG Sundal Collier ASA is acting as financial advisors and Wikborg Rein
Advokatfirma AS is acting as legal advisor to Quantafuel.


***

About Quantafuel | https://quantafuel.com

Quantafuel is a technology-based energy company converting waste plastics back
into low-carbon synthetic oil products replacing virgin oil products. Quantafuel
is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants
and plans to establish several plants throughout Europe and beyond.

***

Important notice:
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia and Japan. The
Offeror or Quantafuel ASA assume no responsibility in the event there is a
violation by any person of such restrictions. 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 announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares in the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e)
and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer will be subject to disclosure and other procedural requirements, including
with respect to the offer timetable, settlement procedures and timing of
payments, that are different from those that would be applicable under U.S.
domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system though means reasonably calculated to inform U.S. Holders of such
information. In addition, the financial advisors to the Offeror may also engage
in ordinary course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary may constitute a criminal
offence in the United States.

More information:
Access the news on Oslo Bors NewsWeb site