Energeia AS – Minutes from extraordinary general meeting and resolutions to carry out Privat Placement and Subsequent Offering

27 Feb 2025 11:55 CET

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SECURITIES DESCRIBED HEREIN.

Oslo, 27 February 2025

Reference is made to the stock exchange announcement by Energeia AS (the
"Company") on 13 February 2025 where it was announced that the Board of
Directors had proposed a private placement of 400,000,000 new shares in the
Company directed towards Eidsiva Vekst AS ("Eidsiva") and Obligo Nordic Climate
Impact Fund ("Obligo") (the "Private Placement") and a contemplated subsequent
offering of up to 556,166,380 new shares in the Company (the "Subsequent
Offering") at the same subscription price as in the Private Placement of NOK
0.05 per new share in order to secure continued operations in a very challenging
liquidity situation for the Company. The Company simultaneously sent notice to
an extraordinary general meeting in the Company to be held on 27 February 2025
(the "EGM") in order to approve the Private Placement and the Subsequent
Offering.

The EGM has today, in accordance with the proposals set out in the notice,
resolved to increase the Company's share capital by NOK 8,000,000 by the
issuance of 400,000,000 new shares in the Private Placement raising gross
proceeds of NOK 20 million, and to carry out the Subsequent Offering and to
increase the share capital by a minimum of NOK 2,000,000 and a maximum of NOK
11,123,327.60, through the issuance of a minimum of 100,000,000 new shares and a
maximum of 556,166,380 new shares, each with a nominal value of NOK 0.02 and
with a subscription price of NOK 0.05, raising gross proceeds of minimum NOK 5
million and maximum NOK 27.8 million.

Following registration of the share capital increase pertaining to the Private
Placement, expected to take place on 28 February 2025, the issued share capital
of the Company will be NOK 10,384,306.24 comprising 519,215,312 shares, each
with a nominal value of NOK 0.02.

Furthermore, the EGM has elected Christian Dovland as chairman of the Board of
Directors pursuant to the nomination committee's proposal. The Board of
Directors of the Company accordingly consists of the following:

- Christian Dovland (chairman)
- Petter Myrvold (director)
- Merete Lie Holen (director)
- Knut Bringedal (director)

The minutes from the EGM are attached hereto and are also available on the
Company’s website www.energeia.no.

The Subsequent Offering

The Subsequent Offering raising gross proceeds of up to NOK 27.8 million is, as
previously announced, partly guaranteed by Eidsiva and Obligo who together have
guaranteed for a minimum subscription amount of NOK 5 million. The Private
Placement and the Subsequent Offering as a whole will be non-dilutive for
Eligible Shareholders (as defined below) if they participate with their pro-rata
share in the Subsequent Offering, securing equal treatment of the Company’s
shareholders.

Shareholders of the Company as of 13 February, as registered in the VPS on 17
February 2025 (the "Record Date"), who (i) were not given the possibility to
participate in the Private Placement, and (ii) are not resident in a
jurisdiction where such offering would be unlawful or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action (the "Eligible Shareholders") will be granted 8,0205 non-transferable
subscription rights ("Subscription Rights") for every existing shares registered
as held by such Eligible Shareholder in the VPS as at the Record Date, rounded
down to the nearest whole Subscription Right. Each Subscription Right gives,
subject to applicable law, the right to subscribe for, and be allocated, one (1)
new share in the Subsequent Offering at the subscription price of NOK 0.05.
Over-subscription and subscription without subscription rights will not be
permitted.

The subscription period in the Subsequent Offering will commence on 10 March
2025 at 09:00 hours (CET) and expire on 17 March 2025 at 16:30 hours (CET),
subject to the timely registration and publication of a national prospectus
pertaining to the Subsequent Offering (the "Prospectus").

Allocation of the new shares in the Subsequent Offering is expected to take
place on or about 18 March 2025, and the new shares are expected to be delivered
on or about 26 March 2025.

Further information regarding the Subsequent Offering, including subscription
procedures, will be set out in the Prospectus. The Company will also make
adequate announcements relating to both its liquidity situation and the
Subsequent Offering prior to commencement of the Subscription Period.

Norne Securities AS is acting as manager in the Subsequent Offering (the
"Manager"). Advokatfirmaet Wiersholm AS is acting as legal advisor to the
Company.

For further information, please contact:

Jarl Egil Markussen, CEO, e-mail: jarl@energeia.no and tel: +47 480 23 214

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

More information:
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639915_Ekstraordinær generalforsamling - 27. feb 2025 - Energeia AS.pdf