Agreement with HitecVision on recommended voluntary cash offer to the shareholders of Vow Green Metals AS – termination of Obligo transaction

16 May 2025 08:22 CEST

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Agreement with HitecVision on recommended voluntary cash offer to the
shareholders of Vow Green Metals AS – termination of Obligo transaction

Vow Green Metals AS (the “Company”, and together with its subsidiaries the
“Group”) and Midas Industri AS (the “Offeror”), a newly incorporated Norwegian
private limited liability company indirectly owned by HitecVision New Energy
Fund 2 SCSp and established for the purpose of making the Offer, announce that
they today have entered into a transaction agreement (the “Transaction
Agreement”) for an unregulated recommended voluntary tender offer to acquire all
issued and outstanding shares (the “Shares”) in the Company except for Shares
owned by the Rollover Shareholders (as defined below) (the “Offer”).

A cash consideration of NOK 0.95 (the “Offer Price”) will be offered for each
Share. The Offer Price represents a premium of 73% compared to the closing price
yesterday and 57% compared to the 30-day VWAP.

The Offer Price represents the Offeror's best and final offer.

The board of directors of the Company (the “Board”) has unanimously resolved to
recommend that the shareholders of the Company accept the Offer. The Board has,
as part of the basis for its considerations, obtained a fairness opinion on the
Offer from Clarksons Securities AS, who concludes that the Offer is fair from a
financial point of view.

Key shareholders of the Company, including VOW ASA, R Investment Company AS,
Daler Inn Limited NUF, Skøyen Invest AS, Badin Invest Limited NUF, Fondsavanse
AS and all members of the Board and the executive management of the Company,
representing approximately 48.67% of the Company's outstanding share capital as
of the date of this announcement, have irrevocably undertaken to accept the
Offer (the “Pre-Acceptances”).

In addition, Vardar AS and Skagerak Energipartner AS (together, the “Rollover
Shareholders”), the Offeror and its parent company HV NEF2 Invest Epsilon II AS,
have entered into an investment agreement (the “Investment Agreement”) whereby
the Rollover Shareholders have agreed to transfer all their Shares to the
Offeror outside of the Offer against receiving shares in the Offeror as
consideration (the “Rollover”). The committed Shares under the Rollover amount
to 37,573,805 Shares, representing approximately 18.53% of the Company's
outstanding share capital as of the date of this announcement.

In total, 136,267,934 Shares have been committed to be transferred to the
Offeror pursuant to the Investment Agreement and the Pre-Acceptances,
representing approximately 67.19% of the Company’s outstanding share capital as
of the date of this announcement.

”For more than a year, we have worked strategically and thoroughly to explore
solutions to strengthen our position and support our long-term ambitions. In a
challenging capital market, we are pleased to have reached a solution that we
believe represents the best available opportunity to realize Vow Green Metals’
full potential. We are also encouraged by the strong support from key
shareholders for the Offer, underlining the broad confidence in this solution”,
said Cecilie Jonassen, CEO of Vow Green Metals AS.

Termination of Obligo transaction, recommendation of strategic transaction to
meet capital needs

As referenced in the stock exchange announcement issued on 17 April 2025, the
Company's management and Board have for more than a year, since 8 April 2024,
together with its financial advisors, conducted a process with potential
strategic and/or financial partners to secure funding for the Company.

On 9 April 2025, the Company announced that its cash situation had become
critical with no funding beyond 14 April 2025. On 11 April 2025, the Company
announced that the lending bank had agreed to an extension of a NOK 5 million
credit facility until 2 June 2025, securing the Company cash runway until the
end of April 2025.

On longer term funding need, the Company stated in its 11 April 2025
announcement that in addition to the capital needed to secure operations beyond
April 2025, the Company expected that it would need minimum NOK 85 million to
NOK 105 million in funding during the next 12 months to pay debts upon maturity,
to cover agreed project costs and considering a monthly cash burn of NOK 5
million. In addition to the NOK 85-105 million, the Company will also need
financing of about NOK 100 million in order to finance the next phase of the
Company's Hønefoss project.

On the back of these announcements, the Company announced on 17 April 2025 the
transaction agreement entered into with Obligo Nordic Climate Impact Fund
AB/Obligo Investment Management AS ("Obligo") for sale of shares in VGM Operatør
and the best-effort NOK 100 million funding of the Hønefoss project, which would
both provide the Company with NOK 90 million in gross proceeds and, if
successful, secure funding for the next phase of the Hønefoss project (the
"Obligo Transaction"). A key factor for the Company when entering into the
Obligo Transaction was that the NOK 90 million would give a solution to the
financing needs of the Company for the next 12 months.

As announced on 2 May 2025, the Company's cash runway was shortened until
September 2025, which would be extended until December 2025 as VGM’s partners in
VGM Operatør undertook a share of the obligations from VGM AS towards VGM
Operatør. The cash runway was reduced due to cost overruns in the Hønefoss
project coupled with a restricted cash obligation of NOK 35 million by DNB Bank
ASA and Eksfin, as lender and guarantor under VGM Operatør's NOK 344 million
facility. Further to the announcement, the completion of Phase 1 of its Hønefoss
project will be delayed and most likely not become in operation until the first
quarter of 2026. Consequently, the Company’s condition has materially worsened.

As part of the strategic review, the Company’s largest shareholders have
provided guarantees for short term financing. However, they have not been
willing or able to inject further equity or debt financing upon request of
capital from the Company and it has therefore not been possible for the Company
to raise adequate long-term financing from its existing shareholders. On this
basis, after discussions with its financial advisor Pareto Securities, the
Company considered there to be a high risk that the required near-term funding
of the Company would need to be done at large discounts compared to prevailing
share prices.

The Company's largest shareholders and the Company have had discussions with
HitecVision regarding a potential transaction before signing with Obligo. After
the announcement of the Obligo Transaction and the 2 May 2025 announcement, the
largest shareholders continued discussions with HitecVision regarding a
potential transaction, which materialised in an offer from HitecVision. In the
context of clear indications from its largest shareholders, emphasizing the
uncertainties regarding the short-term liquidity needs of the Company and that
the offer represents an exit opportunity for existing shareholders at
significant premium levels compared to prevailing share prices, the Board
decided to entertain the offer.

Following a constructive dialogue, and the aforementioned uncertainties, VGM and
Obligo reached an agreement for termination of the share purchase agreement of
17 April 2025 and related agreements with VGM covering transaction related costs
amounting to a total sum of NOK 22.5 million in cash. In order to finance these
costs, VGM has agreed on a convertible loan from Vow ASA as the Company's
largest shareholder maturing on 20 August 2025 with a right for VGM to convert
the loan to shares at NOK 0.40 per share if the Offer does not materialize. Vow
ASA has further agreed to accept an offer price for its Shares in the Offer of
NOK 0.70. Shareholders representing 67.19% of the Shares in VGM has undertaken
to vote in favour of issuance of the convertible loan in a general meeting.

In connection with the Offer, the Company has secured liquidity cash runway
until 1 August 2025 through extension of the Company's existing credit
facilities with SpareBank 1 Sør-Norge ASA (NOK 5 million) and DNB Bank ASA (NOK
15 million), guaranteed by Vardar AS, R Investment Company AS and VOW ASA, in
addition to a NOK 10 million loan from DNB Bank ASA guaranteed by VOW ASA. DNB
Bank ASA and Eksfin, as lender and guarantor under VGM Operatør's NOK 344
million facility, have also withdrawn the NOK 35 million restricted cash
obligation that was referred to in the Company's 2 May 2025 stock exchange
announcement, subject to completion of the Offer.

Reiten & Co AS has since 2023 been mandated to assist the Company in securing
funding and pursuing strategic partnerships and investors, under which Reiten &
Co will be entitled to NOK 9.65 million subject to and upon completion of the
Offer. Following completion, the mandate will be terminated. The board member
Line Tønnessen resigned from the Board to ensure that the Board could form a
quorum.

If the condition for acceptance of 90% of the Offer is not met or waived by the
Offeror by the end of the offer period, the Board will have to consider
alternative options to provide the Company with a sustainable financing
solution. The Board will in that case closely monitor the liquidity situation
and, inter alia, consider alternatives, which would likely be a rights issue or,
alternatively, to carry out an equity raise in accordance with existing
authorisation granted to the Board or subject to an extraordinary general
meeting, with a likely discount. Other options may be a potential sale of
assets, including a majority stake in the Company's subsidiary VGM Operatør AS
which owns the Hønefoss project, a full liquidation of the Company or a
combination of the above. Based on foreseeable market conditions, the financial
situation of the Company and lack of support for further equity from the
Company’s main shareholders, the Board supported by its financial advisor does
not currently deem an equity raise as a viable solution.

Key terms of the Offer

The formal and complete details of the Offer, including all terms and
conditions, will be contained in an offer document for the Offer (the “Offer
Document”) to be published by the Offeror in connection with start of the
acceptance period of the Offer. The Offer may only be accepted on the basis of
the Offer Document, which is expected to be published on 19 May 2025 with an
initial acceptance period of four weeks (subject to extensions by the Offeror).

The launch of the Offer is subject to customary conditions being satisfied,
including being that the Pre-Acceptances remain valid and in full force, that no
Material Adverse Change (as defined in the Transaction Agreement) has occurred,
that the Company in all material respects has complied with its obligations
under the Transaction Agreement, that the business of Company has been run in
the ordinary course in all material respects, and that the Board's
recommendation of the Offer is not withdrawn or amended, in each case as further
detailed in the Transaction Agreement.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction.

Offer Price

The Company's shareholders will be offered NOK 0.95 per Share in cash. The total
value of the Offer is approximately NOK 192 million, based on the number of
issued and outstanding Shares as at the date of this announcement, not including
the lower offer price payable to Vow ASA as separately agreed.

The Offer Price represents the Offeror's best and final offer.

Pre-acceptances

VOW ASA, R Investment Company, Daler Inn Limited NUF, Skøyen Invest AS, Badin
Invest Limited NUF, Fondsavanse AS and all members of the Board and the
executive management of the Company, representing approximately 48.67% of the
Company’s outstanding share capital as of the date of this announcement, have
entered into separate Pre-Acceptances, whereby they irrevocably have undertaken
to tender their shares into the Offer. As part of the Pre-Acceptances, the
pre-accepting shareholders have undertaken not to solicit or accept alternative
offers for the Shares (or similar transactions), capital injections or
investments in the Company or any other Group company. The Pre-Acceptances are
binding and irrevocable.

In total, including Rollover Shareholders, 136,267,934 Shares have been
committed to be transferred to the Offeror pursuant to the Investment Agreement
and the Pre-Acceptances, representing approximately 67.19% of the Company’s
outstanding share capital as of the date of this announcement.

Conditions for completion of the Offer

As will be further detailed and specified in the Offer Document, completion of
the Offer will be subject to the following conditions being satisfied or waived
in whole or in part by the Offeror:

• shareholders of the Company representing (when taken together with any shares
acquired by the Offeror other than through the Offer) more than 90% of the
issued and outstanding share capital and voting rights of Company on a fully
diluted basis (as defined in the Offer Document) having validly accepted the
Offer;

• the Board shall not have amended or withdrawn its unanimous recommendation of
the Offer;

• the Company shall conduct its business in the ordinary course of business in
all material respects;

• no court or governmental or regulatory authority of any competent jurisdiction
shall have taken any form of legal action that will restrain or prohibit the
consummation of the Offer;

• no Material Adverse Change (as defined in the Offer Document) shall have
occurred between the date of the Transaction Agreement and until settlement of
the Offer;

• the Rollover is completed in accordance with the terms of the Investment
Agreement; and

• no material breach by the Company of the Transaction Agreement shall have
occurred, and that the Company has not terminated or attempted to terminate the
Transaction Agreement.

Barring unforeseen circumstances or extensions of the acceptance period of the
Offer, it is currently expected that the Offer will be completed during the
second quarter or July of 2025, following satisfaction or waiver of all
conditions for the Offer.

Compulsory acquisition and delisting from Euronext Growth Oslo

If, as a result of the Offer or otherwise, the Offeror acquires and holds, alone
and not calculated together with any other parties, Shares representing 90% or
more of the total issued Shares and voting rights in the Company, then the
Offeror intends to initiate a compulsory redemption (squeeze-out) of the
remaining Shares not already owned by the Offeror.

Also, if, as a result of the Offer or otherwise, the Offeror holds a sufficient
majority of the Shares, the Offeror intends to propose to the general meeting of
the Company that an application is filed with the Oslo Stock Exchange for the
delisting of the Shares from Euronext Growth Oslo.

Transaction Agreement

Under the Transaction Agreement, the Board has agreed to not amend, modify or
withdraw its recommendation of the Offer, unless an unsolicited bona fide
superior competing offer from a third party is made, and the Board determines
(acting reasonably and in good faith and after consultation with its financial
advisors and outside legal counsel), that the superior competing offer is more
favourable to the Company's shareholders, and the Offeror has not matched such
superior competing offer within a period of up to seven business days from the
date the notice of the superior competing offer was given by the Company to the
Offeror. Pursuant to the Transaction Agreement, the Company has undertaken not
to solicit alternative offers for the Shares (or similar transactions), capital
injections or investments in the Company or any other Group company or otherwise
taken any action that may frustrate the Offer.

Under the Transaction Agreement, the Board has also accepted certain
undertakings and covenants to the Offeror until the Offer is completed, lapses
or is withdrawn.

If the Transaction Agreement is terminated by either the Offeror or the Company
because the Board has amended, modified, or withdrawn its recommendation of the
Offer, or by the Offeror upon a material breach of the Transaction Agreement by
the Company, the Company is obliged to pay NOK 10 million to the Offeror as
compensation for the costs it has incurred in preparing the Offer.

Advisors

Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while
SpareBank 1 Markets AS is acting as receiving agent for the Offeror.
Advokatfirmaet Wiersholm AS is acting as legal advisor for the Company, while
Pareto Securities AS is acting as its financial advisor. Wikborg Rein
Advokatfirma AS is acting as legal advisor for Vow ASA, while DNB Carnegie is
acting as its financial advisor.

For further information, please contact:

Cecilie Jonassen, CEO, Vow Green Metals AS, + 47 901 15 375,
cecilie.jonassen@vowgreenmetals.com

Jan Halvard Aas Møller, CFO, Vow Green Metals AS, + 47 901 15 375,
jan.moller@vowgreenmetals.com

About Vow Green Metals
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 the Offeror and HitecVision
The Offeror, Midas Industri AS, is a Norwegian private limited liability company
with registration no. 935 113 067. The Offeror is a newly established
acquisition vehicle for the purpose of the Offer, owned by HV NEF2 Invest
Epsilon II AS, which in turn is indirectly owned by HitecVision New Energy Fund
2 SCSp, a fund managed by HitecVision Advisory AS acting as alternative
investment fund manager.

HitecVision is a Norwegian private equity firm and a leading provider of
institutional capital to Europe’s energy industry. For almost four decades,
HitecVision has been investing in the energy sector, starting out in the oil and
gas industry before turning to the current focus on decarbonisation and energy
transition. It has about EUR 9 billion in capital under management, and is
headquartered in Stavanger, with offices and investment professionals in Oslo,
London, and Milan. Its 65-person team focuses on developing profitable and
sustainable companies, working closely with our management teams and boards


***

Important notice
The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Offer will
not be subject to the take-over regime as stipulated by the Norwegian Securities
Trading Act chapter 6 as the Shares of the Company are not admitted to trading
on a regulated market. The Offer is not a public takeover offer within the
meaning of the Norwegian takeover regime as stipulated by the Norwegian
Securities Trading Act chapter 6. The Offer Document will not be reviewed or
approved by the Norwegian FSA, Oslo Børs or any other regulatory authority or
stock exchange. The Offer may only be accepted pursuant to the terms and
procedures set out in the Offer Document, which will set out the complete terms
and conditions of the Offer, including procedures for accepting the Offer.

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where it is prohibited by applicable law, including, without limitation
Australia, Canada Hong Kong, Japan, New Zealand and South Africa, or any other
jurisdiction in which it would be unlawful. The Offeror does not assume any
responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review “Notice to U.S.
Holders” below. Persons into who access this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document. The Offer 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.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about the
Company, the Offeror and their respective affiliates and businesses as well as
the timing and procedures relating to the Offer and potential amendments to the
Offer that are or may be forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, many of which are
beyond the Offeror’s control and all of which are based on the Offeror’s current
beliefs and expectations about future events. Forward-looking statements are
typically identified by the use of forward-looking terminology such as
“believes”, “expects”, “may”, “will”, “could”, “should”, “intends”, “estimates”,
“plans”, “assumes” or “anticipates” or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve
risks and uncertainties. Examples of forward-looking statements include, among
others, statements regarding the Company’s or the Offeror’s future financial
position, income growth, assets, impairment charges, business strategy,
leverage, payment of dividends, projected levels of growth, projected costs,
estimates of capital expenditures, and plans and objectives for future
operations and other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. These events
and circumstances include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors. Neither the Company, the
Offeror, the Rollover Shareholders, nor any member of their respective groups,
nor any of their respective members, associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on forward looking statements.


Any forward-looking statements made herein speak only as of the date they are
made. The Company, the Offeror and the Rollover Shareholders disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in the expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

Holders of Shares in the United States (“U.S. Holders”) 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
thereunder.

The Offer will be made for the issued and outstanding shares of the Company, a
company incorporated under Norwegian law, and is subject to Norwegian disclosure
and procedural requirements, which may be different from those of the United
States. The Offer will be made U.S. Holders as a "Tier I" tender offer under the
U.S. Exchange Act, to the extent applicable and subject to any available
exemptions, and otherwise in compliance with the disclosure and procedural
requirements of Norwegian law, including with respect to the Offer timetable,
settlement procedures and timing of payments, which may be different from
requirements or customary practices in relation to U.S. domestic tender offers.

The Offer will be made to U.S. Holders on the same terms and conditions as those
made to all other holders of Shares to whom the Offer is made. Any information
document, 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. U.S. Holders are encouraged to consult with their
own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, 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, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. 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 in the United States or other 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 as long as such purchases or arrangements are in compliance with
applicable law. To the extent required in Norway, any information about such
purchases will be made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer, passed upon the
merits or fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States.

It may be difficult for the Company’s shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and the Company are located in
non-U.S. jurisdictions, and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. The shareholders of the
Company may not be able to sue the Offeror or the Company or their respective
officers or directors in a non-U.S. court for violations of the U.S. federal
securities laws. It may be difficult to compel the Offeror and the Company and
their respective affiliates to subject themselves to a U.S. court’s judgment.

***

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 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Peder Poulsson, Vow Green
Metals AS, on 16 May 2025 at 08:21 CEST.

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