Vow Green Metals AS: Delivering on financing strategy - Agreement for sale of shares in VGM Operatør to Obligo – concluding strategic review

17 Apr 2025 22:50 CEST

The board of directors (the "Board") of Vow Green Metals AS ("VGM" or the
"Company") is pleased to announce that it has entered into a transaction
agreement with Obligo Nordic Climate Impact Fund AB ("ONCIF"), managed by Obligo
Investment Management AS (“Obligo”) regarding a sale of shares in VGM Operatør
Holding AS, and an agreement with Obligo to fund the Hønefoss Project on a
best-effort basis through an exclusivity with Obligo until 30 June 2025. The
transaction is in line with VGM’s communicated strategy of establishing
biocarbon facilities together with Infrastructure and Industrial partners, and
financing through obtaining development revenue from the sale of projects.

The transaction includes a sale of 2,143 shares (the "Shares") in the Company's
subsidiary VGM Operatør Holding AS ("VGM Operatør") to ONCIF at a price of NOK
42,000 per share, resulting in gross proceeds of NOK 90 million to the Company
(the "Transaction"). In connection with the Transaction, Obligo has undertaken,
on a best-effort basis, to facilitate for a NOK 100 million capital raise in VGM
Operatør on the same terms as the Transaction (the "Share Issue"). The Parties
have agreed that Obligo will have an exclusive right to facilitate for the Share
Issue until 30 June 2025.

Obligo indicates a strong interest and ability to continue to support and build
partnerships with VGM on future Biocarbon Facilities (“SPV’s”) by utilizing
their extensive network and interest from infrastructure capital partners.
Established through a “first-right of refusal” on future SPV’s.

VGM Operatør, a 67 percent owned subsidiary of VGM, was established in July
2024, to hold all assets, rights and obligations related to the large-scale
biocarbon production facility at Hønefoss, Norway. Following the conclusion of
the Transaction, the Company will hold 19.3% of the shares in VGM Operatør. The
remaining shares will be held by Vardar AS (33.0%). If the Share Issue is
completed on the same terms the shareholding of the Company in VGM Operatør will
be 10.2%.

The proceeds to the Company from the Transaction will be used (i) to settle
short-term debt of approximately NOK 31 million and the remaining will finance
general corporate purposes and transaction costs (NOK 59 million). Based on
current projections, the proceeds from the Transaction are expected to fulfill
the cash runway of the Company for the next twelve months, in line with the
Company’s financial update 11 April 2025.

The Transaction is in line with the Company's strategy of obtaining development
revenue from production facilities while the Company retains an economic
interest through revenue-generating franchise and service agreements with the
company owning the production facility.

“Vow Green Metals is building a new biocarbon industry and we are pleased to
have Obligo joining us on this quest. In addition to the investment in the
Hønefoss Project, Obligo has signaled ambitions and ability to support the
company's plans to grow through establishing new Biocarbon Facilities. We are
confident that this will support us with both capital and energy going forward,”
said Narve Reiten, Chairman of Vow Green Metals AS.

“We have had good discussions with several parties over some time and we are
pleased to announce this transaction with ONCIF. Vardar, which are a co-investor
with us in VGM Operatør, also know them well from their joint investment in
Carbon Centric. I believe this is a solid foundation for a similar platform
structure and partnership as we scale the business,” said Cecilie Jonassen, CEO
of Vow Green Metals AS.

“We are incredibly excited to announce this transaction, which is fully aligned
with our mandate as a dark green impact investment. VGM Operatør is expected to
be operational shortly, supported by long-term contracts with first-class
industrial off-takers, providing stable and attractive cash-flows over time.
This is exactly the type of opportunity ONCIF was established to pursue. We also
value the strong partnership we have established with Vow Green Metals and see
significant potential for future collaboration and follow-on investments. As Vow
Green Metals moves forward with plans to establish additional biocarbon
facilities, we are proud to serve as their preferred partner for providing
long-term financing to support this growth,” said Jørgen Pleym Ulvness CEO of
Obligo Group.

The Board has been actively engaged in finding a long-term solution for the
Company and has explored several strategic and financial alternatives over the
last months. Following these efforts, the Board believes that the Offer
represents the best alternative for the Company, including after having explored
whether the Company's largest shareholders will contribute with funding. This
conclusion is based on inter alia: (i) the Company’s challenging financial
situation as announced in the stock exchange announcement on Friday 11 April,
where the Transaction represents a solution to the Company's liquidity needs for
the next twelve months (ii) the Share Issue, if completed, providing necessary
proceeds to VGM Operatør to finance the next phase of the Hønefoss project; and
(iii) in line with the Company’s strategy and there being no direct dilution on
VGM's existing shareholders.

Completion of the Transaction is subject to DNB Bank ASA and Eksfin, acting as
respectively lender and guarantor under VGM Operatør's NOK 344 million facility,
approving the Transaction, as well as certain other customary conditions.

Subject to fulfillment of the above condition, completion of the Transaction is
expected on or about early May 2025.

For further questions, please contact:
Jan Halvard Aas Møller, CFO
Vow Green Metals AS
Tel: + 47 901 15 375
Email: jan.moller@vowgreenmetals.com

Cecilie Jonassen, CEO
Vow Green Metals AS
Tel: +47 954 20 126
Email: cecilie.jonassen@vowgreenmetals.com

About VGM:
Vow Green Metals’ strategy is to be a leading producer of biocarbon and other
carbon-neutral products that enable the green transition in hard-to-abate
industries. We are on a mission to accelerate the world’s transition to
renewable materials by offering green alternatives to replace fossil-reduction
agents in the metallurgical industry. The core of our business is to build, own
and operate biocarbon production plants using state-of-the-art pyrolysis
technology to turn biomass and biomass waste streams into our core product,
biocarbon. Our biocarbon production process also creates other valuable products
like bio-oil and bioenergy. With our standardized solutions, unique access to
proprietary technology, and a growing global pipeline of projects, we are
upholding our first-mover position in a growing market where speed and scale
will be determining factors. Vow Green Metals is building a new biocarbon
industry on the shoulders of its largest shareholder and technology partner, Vow
ASA, which provides access to competence and capabilities acquired through
decades of industrial innovation. Read more: www.vowgreenmetals.com

About Obligo
Obligo Investment Management AS is a leading manager of alternative investment
funds (AIFM) providing infrastructure and other alternative investment
opportunities. The firm invests through funds and separate mandates, with a
strong presence in the Nordic region, leveraging deep industry knowledge and an
extensive network. Obligo Nordic Climate Impact Fund targets investments in
projects and companies driving the green transition, with a focus on clean
mobility, renewable energy, digital infrastructure, and carbon management.

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
announcement was published by Mathias Nilsen Reierth, Director of Corporate
Affairs and Commercial on 17 April 2025 at 22:50 CEST.

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