Aega ASA - Private placement of convertible loan successfully placed

26 Dec 2024 18:00 CET

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO 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
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT


Oslo, 26 December 2024
Reference is made to the stock exchange announcement published by Aega ASA
("Aega" or the "Company") on 23 December 2024, stating that the general meeting
has resolved to carry out a rights issue with gross proceeds of up to NOK 10
million and a private placement of a convertible loan of up to NOK 2 million
(the "Capital Raising"). The Company hereby announces that it has allocated NOK
2 million in a private placement of a convertible loan (the "Convertible Loan").
The Convertible Loan carries an 18% interest. The lenders may convert their
respective principal amount of the Convertible Loan to shares at a subscription
price of NOK 0.50, subject to customary terms and conditions, from and including
31 December 2024. The subscription price is subject to adjustment inter alia so
that it will correspond to the nominal value of the Company's shares and will be
NOK 0.01 at completion of a share capital reduction as resolved by the general
meeting.

The Convertible Loan is intended to secure short-term liquidity to cover costs
in the period leading up to the completion of the rights issue.

The Board has considered the private placement of the Convertible Loan in light
of the equal treatment obligations under the Norwegian Securities Trading Act,
the rules on equal treatment under Oslo Rule Book II for companies listed on the
Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rules of
equal treatment. Completion of the private placement of the Convertible Loan
implies a deviation from the existing shareholders' pre-emptive rights to
subscribe for and be allocated an amount of the Convertible Loan. The Board has
carefully considered such deviation and has resolved that the private placement
of the loan is in the best interests of the Company and its shareholders. By
structuring the capital raise as directed placement of a convertible loan, the
Company will be in a position to raise capital in an efficient manner. The
Company has contacted the largest shareholders regarding the loan, as well as a
number of potential new investors. Through the notice, all shareholders were
also given the opportunity to express their interest in participating in the
loan and the resolution to issue the loan is made by the shareholders in a
general meeting.

Selaco AS, the company’s largest shareholder, contributes with NOK 1 000 000 in
the convertible loan.

In addition, the following persons discharging managerial responsibilities
("Primary Insiders") and close associates support the financing and contribute
in the Convertible Loan:

• Rybo Nor AS, a close associate to the chairman of the board, Halldor Christen
Tjoflaat, is participating with NOK 400 000 in the Convertible Loan.
• Mamalao AS, a close associate to the chairman of the board, Halldor Christen
Tjoflaat, is participating with NOK 200 000 in the Convertible Loan.
• Jan Petter Harto, board member, is participating with NOK 100 000 in the
Convertible Loan.
Primary insider notifications pursuant to the market abuse regulation article 19
are attached.

The Company's latest company update presentation is available at www.aega.no.

For further information please contact:
Nils Petter Skaset, CEO of Aega ASA
Tel: +47 951 88 154, e-mail: ceo@aega.no

For more information, see www.aega.no








IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.

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 EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in information
made public by the Company.

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.

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are 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 announcement 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.

This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.

Any appointed manager will be acting for the Company in connection with the
Rights Issue and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to their respective clients
or for providing advice in relation to the Rights Issue or any transaction or
arrangement referred to in this announcement.

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company. Neither the Company's advisors nor any of its
respective 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 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Company's advisors nor any of
its respective affiliates accepts any liability arising from the use of this
announcement.

More information:
Access the news on Oslo Bors NewsWeb site

635659_KRT 1500 RYBONOR AS, 26 des.pdf
635659_KRT 1500 JP Harto.pdf
635659_KRT 1500 Mamalao AS.pdf