Vow ASA - Vow supports proposed new strategic ownership of VGM with undertaking to tender its shares in the company

16 May 2025 08:23 CEST

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AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

Vow ASA ("Vow" or the "Company") refers to the stock exchange announcement made
earlier today by Vow Green Metals AS ("VGM") and Midas Industri AS, a newly
incorporated Norwegian private limited liability company indirectly owned by
HitecVision New Energy Fund 2 SCSp, regarding a contemplated recommended
voluntary cash offer to acquire all of the issued and outstanding shares except
for the shares owned by certain shareholders that will roll their shares,
outside of the offer in VGM (the "Offer").

VGM has been an important customer for Vow. Its pioneering production plant in
Norway was the first industry scale application of Vow's pyrolysis technology
for production of advanced biocarbon, which can replace fossil carbon in the
production of various metals. VGM has since secured off-take agreements with
metal companies for its entire current production capacity.


About the transaction

Vow holds 50,173,890 shares in VGM, representing 24.74% of the total issued and
outstanding shares in VGM. Vow has undertaken to irrevocably accept the Offer
for all its shares. To finance the costs relating to VGM's termination with
Obligo, Vow has agreed to provide a 22.5 million convertible loan with a 10% PIK
interest to VGM maturing on 1 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 will
finance the loan by way of a loan from DNB in the same amount. Further, Vow has
accepted a reduced offer price for its shares in the Offer of NOK 0.70.

In connection with the Offer, the Company has agreed to provide a guarantee of
NOK 10 million on behalf of VGM relating to a new bridge financing facility with
DNB Bank ASA. For more information about this and other details about the Offer,
please see the stock exchange announcement made earlier today by VGM.

DNB Carnegie is acting as financial advisor to Vow, while Wikborg Rein is acting
as the Company's legal advisor.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading
Act. This stock exchange announcement was published by Cecilie Brænd Hekneby
(CFO), at the date and time as set out above.


For further information, please contact:

Jonny Hansen, Interim CEO, Vow ASA

Tel: +47 901 891 81

Email: jonny.hansen@vowasa.com


Cecilie Brænd Hekneby, CFO, Vow ASA

Tel: +47 992 93 826

Email: cecilie.hekneby@vowasa.com


About Vow ASA

Vow and its subsidiaries Scanship, C.H. Evensen and Etia are passionate about
preventing pollution. The company's world leading solutions convert biomass and
waste into valuable resources and generate clean energy for a wide range of
industries.

Advanced technologies and solutions from Vow enable industry decarbonisation and
material recovery. Biomass, sewage sludge, plastic waste and end-of-life tyres
can be converted into clean energy, low carbon fuels and renewable carbon that
replace natural gas, petroleum products and fossil carbon. The solutions are
scalable, standardised, patented, and thoroughly documented, and the company's

capability to deliver is well proven.

The company is a cruise market leader in wastewater purification and
valorisation of waste. It provides technology and solutions which enable
industries to transition towards a fossil-free future by converting biomass and
waste into valuable resources and clean energy. The company also has strong
niche positions in food safety and robotics, and in heat-intensive industries
with a strong decarbonising agenda.

Located in Oslo, the parent company Vow ASA is listed on the Oslo Stock Exchange
(ticker VOW).


Forward Looking Statements

All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict and are based upon
assumptions as to future events that may not prove accurate. Actual results may
differ materially from those expected or projected in the forward-looking
statements. The Company undertakes no responsibility or obligation to update or
alter forward-looking statements for any reason.

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

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