Pryme N.V. - Private placement of new shares completed with gross proceeds of EUR 5.0 million (NOK 58.9 million)

02 Dec 2025 22:30 CET

Pryme N.V. - Private placement of new shares completed with gross proceeds of
EUR 5.0 million (NOK 58.9 million)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE
UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL

Pryme N.V. (“Pryme” or the “Company”) announces that it has entered into
agreements with certain investors for the subscription of a total of 14,714,538
new ordinary shares in the Company (the "Offer Shares") in a privately
negotiated private placement (the "Private Placement") with gross proceeds of
EUR 5.0 million, corresponding to approximately NOK 58.9 million based on a
NOK:EUR exchange ratio of 11.7710:1. The subscription price in the Private
Placement was EUR 0.3398 per share, corresponding to NOK 4.00 per share based on
the same exchange ratio.

The net proceeds to the Company from the Private Placement will be used for (i)
the ramping up and optimization of the Company’s first plant, (ii) the
exploration of alternative reactors for the Company’s first plant and
engineering work associated with such exploration activities and for (iii)
working capital and general corporate purposes.

Certain primary insiders have been allocated Offer Shares in the Private
Placement. Details around such primary insider subscriptions and allocation of
Offer Shares are disclosed in separate disclosures.

Completion of the Private Placement by delivery of Offer Shares is subject to:
(i) the Company’s extraordinary general meeting (expected to be held on or about
17 December 2025) (the "EGM") resolving (a) to approve the Private Placement and
issue the Offer Shares, and (b) to increase the authorized share capital in the
Company for the purposes of the Subsequent Offering (as defined below), and (ii)
the Offer Shares having been validly issued, fully paid and registered with the
Norwegian Central Securities Depository (VPS). Items (i) to (ii) in the
foregoing are collectively referred to as the "Conditions".

Registration of the share capital increase in the Company pertaining to the
Private Placement is expected on or about 22 December 2025, and delivery of the
Offer Shares is expected on or about 23 December 2025. The Offer Shares will not
be tradable on Euronext Growth Oslo before the Conditions have been met. The
first day of trading for the Offer Shares on Euronext Growth Oslo is expected to
be on or about 23 December 2025.

Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of EUR 14,799,016.50 divided
into 29,598,033 shares, each with a par value of EUR 0.50.

The Company has considered the Private Placement in light of applicable rules on
equal treatment, both from a company law perspective and pursuant to the
obligations set out in Euronext Growth Rule Book II, applicable for companies
listed on the Euronext Growth Oslo. Following careful consideration, the
Company's board of directors (the "Board") has concluded that the Private
Placement is in compliance with these rules, and that the Company's shareholders
who did not participate in the Private Placement are not disadvantaged by the
structure of the Private Placement. In reaching its conclusion, the Board took
into consideration that the Company had the opportunity to raise significant
funds quickly, while structuring the fundraising as a rights issue directed
towards all shareholders would have entailed significant costs and take several
months to complete, likely at a significant discount to the trading price in
line with market practice for rights offering. A broader and public fundraising
process on a private placement basis would also have taken more time and could
potentially have jeopardized the opportunity available to the Company to raise
funds quickly. Further, the Subsequent Offering (as defined below), if
implemented, will secure that eligible shareholders will receive the opportunity
to subscribe for new shares at the same subscription price as that applied in
the Private Placement. On this basis, the Board has considered the proposed
transaction structure to be in the common interest of the Company and its
shareholders.

The Company intends to carry out a subsequent offering (the "Subsequent
Offering") with non-tradeable subscription rights of up to 2,450,822 new shares
with gross proceeds of up to approximately NOK 9.8 million at a subscription
price of NOK 4.00 per share, subject to applicable securities law, that will be
directed towards existing shareholders in the Company as of 2 December 2025 (as
registered in the VPS on 4 December 2025) who (i) were not allocated shares in
the Private Placement or contacted in the pre-sounding phase prior to the
Private Placement and (ii) who are not resident in a jurisdiction where such
offering would be unlawful or, for jurisdictions other than Norway, would
require any prospectus, filing, registration or similar action (the "Eligible
Shareholders"). Eligible Shareholders will receive non-transferable subscription
rights in the Subsequent Offering.

Whether or not such Subsequent Offering will ultimately take place, will depend
inter alia on the development of the price of the shares in the Company after
completion of the Private Placement. Further, the Subsequent Offering is subject
to, inter alia, completion of the Private Placement, approval by the EGM to
authorize the Company's board of directors to carry out the Subsequent Offering,
and the publication of an offering prospectus.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in
connection with the Private Placement.

For additional information, please contact:

Pryme Investor relations: ir@pryme-cleantech.com

About Pryme | www.pryme-cleantech.com

Pryme N.V. is an innovative cleantech company focused on converting plastic
waste into pyrolysis oil through chemical recycling on an industrial scale. Its
efficient and scalable technology is based on a proven process that has been
further developed and enhanced with proprietary characteristics.

The company has initialized production at its first plant in the port of
Rotterdam, with an expected nameplate intake capacity of about 26,000 tons of
plastic waste annually.

Pryme’s ambition is to contribute to a low-carbon circular plastic economy and
to realize the large rollout potential of its technology through the development
of a broad portfolio of owned-operated plants with strategic partners.

The company is listed on Euronext Growth Oslo.

Pryme can be followed on LinkedIn.

Important Notice

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any of their securities in the United
States or to conduct a public offering of securities in the United States.

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 "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" 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.


Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. 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 Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Company, nor any of its 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 in the Company. Neither the
Company, nor any of its affiliates accepts any liability arising from the use of
this announcement.

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 Rene de Graaf, General Counsel
of Pryme N.V., on 2 December 2025 at 22:30 CET on behalf of the Company.

More information:
Access the news on Oslo Bors NewsWeb site

661104_Pryme N.V. - Private placement of new shares completed with gross proceeds of EUR 5.0 million (NOK 58.9 million).pdf