Capsol Technologies ASA - Contemplated Private Placement

27 Jan 2026 07:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Oslo, 27 January 2026: Capsol Technologies ASA ("Capsol" or the "Company")
hereby announces a contemplated private placement (the "Private Placement") of
between 6,330,764 - 8,653,846 new ordinary shares in the Company, each with a
nominal value of NOK 0.50 (the "Offer Shares"), to raise gross proceeds of
approx. NOK 33 - 45 million (the "Offer Size"). The subscription price per Offer
Share in the Private Placement is fixed at NOK 5.20 per share (the "Offer
Price").

The Company has appointed Pareto Securities AS as manager in the Private
Placement (the "Manager").

Holcim Technology Ltd. ("Holcim"), a subsidiary of Holcim AG, has pre-committed
to subscribe for, and will be allocated, Offer Shares for a total amount of
approx. NOK 30 million at the Offer Price in the Private Placement. In addition,
certain primary insiders in the Company have collectively pre-committed to
subscribe for, and will be allocated, Offer Shares for an amount equal to
approx. NOK 3 million at the Offer Price in the Private Placement: Wendy Lam
(CEO) for NOK 700,000, Bjørn Kristian Røed (CFO) for NOK 600,000, Johan Jungholm
(Chief Business Development Officer) for NOK 500,000, Sam Thivolle (COO) for NOK
500,000,  Jacob Zeno Clausen Krøvel (SVP Investment and Strategy) for NOK
500,000, and Philipp Staggat (CPO) for NOK 120,000.

Ram Muthu, Head of Operational Excellence, Holcim: "By combining Holcim's
expertise in cement manufacturing and on-site carbon capture with Capsol's safe
and efficient technology, we have an additional lever to advance decarbonization
and drive profitable growth. Through this strategic investment, we are one step
closer to producing near-zero cement at scale to meet growing customer demand."

Wendy Lam, CEO, Capsol: "Holcim is a leading provider of sustainable
construction solutions and one of the largest cement producers in the world.
They have bold ambitions of producing near-zero cement at scale for customers.
Capsol wants to be part of realizing this ambition. Today, we are proud to share
how we are deepening our collaboration, following a CapsolGo demonstration
project at Holcim's Dotternhausen plant in 2025. We look forward to further
developing our relationship with Holcim and innovating together for the future."

Holcim and Capsol will host a joint presentation January 28, 2026 at 12:00 CET.
The presenters will be Bengt Steinbrecher, Head of Holcim MAQER Ventures, Wendy
Lam, CEO of Capsol Technologies and Bjørn Kristian Røed, CFO of Capsol
Technologies. Join the presentation using the following link:

https://teams.microsoft.com/l/meetup
-join/19%3ameeting_ZDgwNjdiMTktMTk2ZC00ODhkLThmNzQtM2JkZmU5MzM2NDZi%40thread.v2/
0
?context=%7b%22Tid%22%3a%22f8f86bd5-66c6-403b-a154
-dcd450b42b33%22%2c%22Oid%22%3a%2275342a20-ad98-4028-ab89-ddd330566e92%22%7d

The Company intends to use the net proceeds from the Private Placement for
general corporate purposes, including the continued development, enhancement and
commercialization of the Company's proprietary technology, working capital, debt
repayment, and liquidity management necessary to support the Company's
operations.

As announced in May 2025, the Company engaged Pareto Securities to review and
assist with financing of the Group. Further, the Company has worked with
financing alternatives for funding working capital and growth, including debt,
equity and other sources, as well as to accelerate discussions with potential
strategic partners. In September 2025, the Company announced that Munters had
invested an additional amount of EUR 2 million through a private placement,
bringing its total investment to EUR 4 million. As detailed above, Holcim has
pre-committed to subscribe for Offer Shares for approximately NOK 30 million in
the Private Placement. The Company intends to continue its work to explore
further opportunities for such funding and collaboration with strategic
partners.

The Application Period

The application period for the Private Placement commences today, 27 January
2026, at 09:00 CET, and is expected to close on 29 January 2026 at 16:30 CET
(the "Application Period"). The Company, in consultation with the Manager,
reserves the right at any time in its sole discretion to close or extend the
Application Period. If the Application Period is shortened or extended, the
other dates referred to herein may be amended accordingly.

Conditions for completion of the Private Placement

Completion of the Private Placement is subject to: (i) all necessary corporate
resolutions of the Company required to implement the Private Placement being
validly made by the Company, including without limitation, the resolution by the
Company's board of directors (the "Board") to proceed with the Private
Placement, and allocate and issue the Offer Shares pursuant to an authorisation
granted by the Company's annual general meeting held on 21 May 2025, (ii) the
pre-payment agreement expected to be entered into with the Manager remaining in
full force and effect and that Holcim (not covered by the pre-payment agreement)
having paid its full allocation amount on 30 January 2026, and (iii) the share
capital increase pertaining to the issuance of the allocated Offer Shares being
validly registered with the Norwegian Register of Business Enterprises (the
"NRBE") and the allocated Offer Shares being validly issued and registered in
the Norwegian Central Securities Depository Euronext Securities Oslo ("VPS")
(jointly referred to as the "Conditions").

The Company reserves the right to cancel the Private Placement at any time and
for any reason prior to the notification of allocation. Neither the Company nor
the Manager will be liable for any losses incurred by applicants if the Private
Placement is cancelled and/or modified, irrespective of the reason for such
cancellation or modification.

Allocation

The allocation of Offer Shares will be made at the sole discretion of the Board
after consultation with the Manager.

The Board will focus on criteria such as (but not limited to) pre-commitment,
existing ownership in the Company, timeliness of order, relative order size,
sector knowledge, perceived investor quality and investment horizon.

Notifications of allocation are expected to be issued to the applicants on or
about 30 January 2026 before 09:00 CET (subject to any amendments to the
Application Period) by the Manager.

Lock-ups

In connection with the Private Placement, members of the Company's management
and Board have entered into lock-up undertakings with the Manager for a period
of six (6) months following completion of the Private Placement, subject to
certain customary exceptions, including approval by the Manager.

Selling restrictions

The Private Placement will be directed towards selected Norwegian and
international investors, subject to applicable exemptions from relevant
registration, filing and prospectus requirements, and subject to other
applicable selling restrictions. The minimum application and allocation amount
has been set to the NOK equivalent of EUR 100,000 per investor.

However, the Company may, at its sole discretion, offer and allocate Offer
Shares for an amount below the NOK equivalent of EUR 100,000 in the Private
Placement to the extent applicable exemptions from the prospectus requirements
pursuant to applicable regulations, including Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") and Regulation (EU) 2017/1129 (also as it forms part of
the United Kingdom domestic law by virtue of the European Union Withdrawal Act
2018 (the UK Prospectus Regulation)), are available. Further selling
restrictions and transaction terms will apply. Members of the Company's
management and Board, as well as existing shareholders in the Company holding 4%
or more of the current shares outstanding in the Company, are exempt from the
minimum order and allocation in the Private Placement.

Settlement

Settlement of the Offer Shares is expected to take place by delivery of Offer
Shares to the applicant's account in the VPS on a DVP basis on or about 4
February 2026, subject to any extensions of the Application Period and
fulfilment of the Conditions. Delivery of the Offer Shares allocated in the
Private Placement will be settled on a delivery-versus-payment (DVP) basis,
facilitated by a pre-funding agreement expected to be entered into between the
Company and the Manager. Offer Shares allocated to Holcim shall be paid on 30
January 2026 and delivered when Conditions are fulfilled (expected on or about 4
February 2026) and therefore not be part of the DVP and pre-payment arrangement.

The first day of trading on Euronext Oslo Børs for the Offer Shares is expected
on or about 3 February 2026, subject to registration of the share capital
increase in the NRBE and VPS. The Company will announce when such registrations
has taken place.

Equal treatment of shareholders and subsequent offering

The contemplated transaction will be carried out as a private placement in order
to complete the capital raise in an efficient manner and to allow for
participation from new investors. As a consequence of the transaction structure,
the shareholders' pre-emptive rights will be deviated from. The Board has
considered the Private Placement in light of the equal treatment obligations
under relevant acts and regulations and is of the opinion that the proposed
Private Placement is in compliance with these requirements. Following careful
considerations, the Board is of the view that it will be in the common interest
of the Company and its shareholders to raise equity through a Private Placement
setting aside the pre-emptive rights of the existing shareholders to subscribe
for Offer Shares. By structuring the transaction as a Private Placement, the
Company will be in a position to raise capital in an efficient manner, with a
lower discount to the current trading price and with significantly lower
completion risks compared to a rights issue. The Private Placement structure
also enables Holcim to enter as a new strategic investor in the Company. In
addition, the Private Placement is marketed through a publicly announced
bookbuilding process.

The Company may, subject to (among other things) completion of the Private
Placement, decide to carry out a subsequent repair offering of new shares at the
Offer Price in the Private Placement which, subject to applicable securities
law, will be directed towards existing shareholders in the Company as of 29
January 2026 (as registered in VPS two trading days thereafter), who (i) hold
less than 4% of the current shares outstanding in the Company which have a pro
-rata subscription below the minimum subscription of EUR 100,000 (based on the
total Offer Size, including the subsequent repair offering, adjusted for the pre
-commitment from Holcim -> NOK 45 + 15 - 30 = 30 million in sum), (ii) were not
allocated Offer Shares in the Private Placement, and (iii) 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"). The Eligible Shareholders will be granted
non-transferrable subscription rights. Over-subscription with subscription
rights will be allowed. Subscription without subscription rights will not be
allowed. The expected size of the subsequent repair offering is approx. NOK 15
million.

The Company reserves the right in its sole discretion not to conduct or to
cancel any subsequent offering based on market conditions and other relevant
factors. The Company will issue a separate stock exchange notice with further
details on the subsequent offering if and when finally resolved.

Advisors

Pareto Securities AS is acting as manager in the Private Placement.

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

Contacts

For further information, please contact:

Jacob Zeno Clausen Krøvel,

SVP Investment and Strategy, Capsol Technologies,

+47 48 40 32 25

jacob.krovel@capsoltechnologies.com

About Capsol Technologies

Capsol Technologies ASA is a carbon capture technology provider with a goal of
accelerating the transition to a net zero future. The technology combines
inherent heat recovery and generation in a stand-alone unit based on a proven
and safe solvent. Capsol's technology is licensed either directly to customers
or through industrial partners globally. Key segments include cement, biomass,
energy-from-waste and gas turbines. Capsol Technologies is listed on Euronext
Oslo Børs (ticker: CAPSL). For more information visit capsoltechnologies.com.

This information is considered to include inside information pursuant article 7
of 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 Jacob Zeno Clausen Krøvel, SVP
Investment and Strategy in Capsol Technologies ASA, on 27 January 2026, at 07:30
(CET).

IMPORTANT INFORMATION

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 US 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 part of the offering or their securities in the United States or to conduct
a public offering of securities in the United States. Any sale in the United
States of the securities mentioned in this announcement will be made solely to
"qualified institutional buyers" as defined in Rule 144A under the Securities
Act and "major U.S. institutional investors" as defined in Rule 15a-6 under the
United States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

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.

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.

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