correction - Capital Tankers Corp.: Contemplated Private Placement and Subsequent Listing on Euronext Growth Oslo

25 Feb 2026 08:47 CET

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Athens, Greece, 25 February 2026: Capital Tankers Corp. ("Capital Tankers" or
the "Company") has engaged Fearnley Securities AS and Pareto Securities AS as
joint global coordinators, and Clarksons Securities AS and SB1 Markets AS as
joint bookrunners (together, the "Managers") to advise on and effect a
contemplated private placement of Offer Shares in the Company (the "Private
Placement") to raise the NOK equivalent of up to approx. USD 345 million
(including greenshoe) in gross proceeds and a subsequent listing of the
Company's shares on Euronext Growth Oslo.

Subject to, among other things, Euronext Oslo Børs' approval of the Company's
listing application, expected to be submitted on or about 10 March 2026, and a
successful completion of the Private Placement, the Company's shares are
expected to commence trading on Euronext Growth Oslo on or about 17 March 2026
under the ticker "CAPT" (the "Listing").

The Company is a newly established international owner of ocean-going vessels
focusing on the crude tanker industry. The Company is incorporated under the
laws of the Republic of Marshall Islands with registration number 136263. The
Company's owned fleet consists of 30 tankers, of which (i) three vessels are
currently sailing, (ii) five vessels will be delivered to the Company within
three months after Listing under relevant Memoranda of Agreement, and (iii) 22
vessels are currently under construction (the "Vessels Under Construction"). In
addition to its owned fleet, the Company has 13 newbuilding options (the
"Newbuilding Options") that are exercisable until 31 December 2026.

Capital Tankers investment highlights

- Owned fleet of 30 tankers, comprising 12 VLCCs, 10 Suezmax vessels and eight
Aframax/LR2 vessels. Of the total, three vessels are currently on the water,
five vessels are expected to be delivered to the Company within three months
following the Listing, and 22 vessels are under construction. In addition, the
Company holds 13 newbuilding options, granted to Capital Tankers by Capital
Maritime & Trading Corp. (“CMTC”) at a fixed price until 31 December 2026.
Furthermore, the Company holds rights of first refusal for a period ending 10
years after Listing, over all sailing and newbuilding VLCC, Aframax and Suezmax
tanker vessels (“Vessels”), and any Vessel employment opportunities of minimum
12 months that CMTC becomes aware of.

- Majority of the fleet is LNG dual‑fuel capable or LNG‑ready and fitted with
scrubbers, supportive of improved fuel efficiency, lower emissions and enhanced
commercial performance. LNG dual‑fuel capability provides fuel flexibility under
the evolving regulatory frameworks, including EU ETS, FuelEU Maritime and IMO
net‑zero initiatives, positioning the fleet to comply with current and
anticipated environmental requirements.

- Following the Private Placement, the Company expects to be fully funded
assuming gross leverage of approximately 50-55% on a fully delivered basis.

- The commercial strategy entails spot and short-term market exposure, and is
supported by a competitive operating cost structure.

- The targeted dividend policy is for distributions of approximately 30-40% of
free cash flow to equity, net of any working capital and other reserves as
decided by the Company’s board, during the construction phase of the newbuilding
program, increasing to approximately 70–80% once the fleet is fully delivered.

- Capital Tankers is backed by CMTC, a global shipowner with established public
markets track record, including through NASDAQ‑listed Capital Clean Energy
Carriers Corp. (CCEC).

"Capital Tankers offers a unique opportunity to invest in the youngest, most
technologically advanced crude tanker fleet in the public markets, backed by one
of the world’s leading shipping companies, with strong cash generation
potential, an attractive valuation, embedded optionality from our 13 vessel
options, and a clear commitment to shareholder returns." - Jerry Kalogiratos,
CEO.

Following the Listing, the Company plans to consider an uplisting to the main
list of the Oslo Stock Exchange, and a potential dual listing in the U.S., in
due course, subject to approval by relevant authorities and relevant corporate
resolutions, as well as market conditions.

The Private Placement

The Private Placement will comprise an offering of new shares in the Company
(the "New Shares"), at a fixed price of NOK 134 per New Share (the "Offer
Price"), to raise gross proceeds to the Company of the NOK equivalent of approx.
USD 300 million. The Offer Price represents a pre-money equity value of the
Company of approx. NOK 13.4 billion based on the Company's issued shares and the
Offer Price.

The gross proceeds to the Company from the Private Placement will be used for
(i) funding of the remaining capital expenditure commitments relating to the
Vessels Under Construction, (ii) working capital, (iii) transaction costs, and
(iv) general corporate purposes.

In addition to the New Shares, the Managers may elect to over-allot additional
shares in the Company at the Offer Price, representing approx. 15% of the number
of New Shares allocated in the Private Placement, which is equal to the NOK
equivalent of USD 45 million (the "Additional Shares", and together with the New
Shares, the "Offer Shares"), implying a total transaction size of approx. USD
345 million, if over-allotments are made (the "Offer Size").

The over-allotment of the Additional Shares will be facilitated by a share
lending agreement between CMTC, the largest shareholder in the Company, holding
100% of the current shares outstanding (the "Share Lender"), the Company and the
Managers (the "Share Lending Arrangement"), whereby Pareto Securities AS, in its
capacity as stabilisation manager on behalf of the Managers (the "Stabilisation
Manager"), will borrow a number of existing shares in the Company, from the
Share Lender, equal to the number of Additional Shares allocated in the Private
Placement. The borrowed Additional Shares will be redelivered to the Share
Lender by the Stabilisation Manager upon the expiry of a 30-day stabilisation
period commencing at the time of the Listing (the "Stabilisation Period"). The
Stabilisation Manager may engage in stabilisation activities during the
Stabilisation Period by buying shares in the Company on Euronext Growth Oslo,
limited upwards to the amount of borrowed Additional Shares, at prices equal to
or lower than (but not above) the Offer Price.

The Company has granted the Stabilisation Manager a greenshoe option (the
"Greenshoe Option") which gives the Stabilisation Manager the right to have
issued a number of new shares in the Company, limited upwards to the amount of
borrowed Additional Shares, at the Offer Price, to cover the potential short
position resulting from the over-allotment made in the Private Placement, which
has not been covered through share repurchases by the Stabilisation Manager as
part of any stabilisation activities conducted during the Stabilisation Period.
The Greenshoe Option will be exercisable, in whole or in part, by the
Stabilisation Manager following expiry of the Stabilisation Period. No
consideration will be payable by the Stabilisation Manager, or the Managers, for
the Share Lending Arrangement or the Greenshoe Option. Any net profit generated
from stabilisation activities conducted by the Stabilisation Manager during the
Stabilisation Period shall be for the benefit of the Company. Any exercise of
the Greenshoe Option will raise additional proceeds to the Company.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000. The board of directors of the Company (the "Board") may, however, at
its sole discretion, offer and allocate Offer Shares for an amount below the NOK
equivalent of EUR 100,000 to the extent exemptions from prospectus requirements
pursuant to Regulation (EU) 2017/1129 and ancillary regulations, as amended and
as implemented by the Norwegian Securities Trading Act, are available.

Timeline and application period

The application period in the Private Placement will commence today, 25 February
2026 at 09:00 CET and close on 27 February 2026 at 16:30 CET (the "Application
Period"). The Company may, however, at its sole discretion, shorten or extend
the Application Period at any time and for any reason on short notice. If the
Application Period is shortened or extended, the other dates referred to herein
might be changed accordingly.

Allocation and settlement

The allocation of Offer Shares will be determined following the application
period, and the final allocation will be made at the sole discretion of the
Board (in consultation with the Managers). The Board will focus on criteria such
as (but not limited to), indications from the pre-sounding phase of the Private
Placement (volume and price leadership), timeliness of the application, relative
subscription size, sector knowledge, perceived investor quality and investment
horizon. Notification of allocation is expected to be sent to the applicants by
the Managers on or about 2 March 2026.

The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment ("DvP") basis on or about 17 March 2026, following
completion of the Conditions (as defined below).

Lock-up

The Company, CMTC and the Company's Board members and members of the executive
management, will enter into customary lock-up arrangements with the Managers in
connection with the Private Placement that will restrict, subject to certain
exemptions, their ability to issue, sell or dispose of any shares in the
Company, as applicable. The Company (excluding any new shares potentially issued
in connection with (i) the potential exercise of the Greenshoe Option in the
Private Placement, (ii) the potential financing of the Newbuilding Options, and
(iii) potential executive management or employee share incentive schemes adopted
by the Company in line with prevailing market practice)) and the Company's Board
members will enter into lock-up arrangements for a period of 6 months, and CMTC
and the members of the Company's executive management will enter into lock-up
arrangements for a period of 12 months.

100% of the Company's pre-money issued shares will be locked up based on the
agreements referred to above.

Conditions for completion of the Private Placement

Completion of the Private Placement is conditional upon: (i) all corporate
resolutions of the Company required to implement the Private Placement and the
Listing being validly made, (ii) the New Shares being validly issued and
registered in the Norwegian Central Securities Depository (Euronext Securities
Oslo or the "VPS"), (iii) the Share Lending Arrangement being in full force and
effect, and (iv) the Oslo Stock Exchange approving the application for Listing
and the satisfaction by the Company of any conditions for Listing set by the
Oslo Stock Exchange (collectively, the “Conditions”). There can be no assurance
that these Conditions will be satisfied. If the Conditions are not satisfied,
the Private Placement may be revoked or suspended, and the Listing may not take
place.

The Company reserves the right, at any time and for any reason, to cancel the
Private Placement. Neither the Company nor the Managers will be liable for any
losses incurred by applicants if the Private Placement is cancelled,
irrespective of the reason.

Retail tranche

The Company will, as part of the total Offer Size in the Private Placement,
carve out a tranche dedicated to retail investors (the “Retail Tranche”). The
size of the Retail Tranche will be up to the NOK equivalent of EUR 999,999. The
Retail Tranche will be conducted in accordance with available prospectus
exemptions in applicable regulations in relevant jurisdictions. The Retail
Tranche will have a minimum subscription and allocation of NOK 5,500 and a
maximum subscription of NOK 1,100,000. The Retail Tranche will be automatically
allocated on a pro-rata basis based on the demand from each applicant in the
Retail Tranche. The Board reserves the right to set a maximum allocation per
applicant in the Retail Tranche. Applicants being allocated Offer Shares in the
Retail Tranche will (i) be notified of their allocation on or about 2 March
2026, (ii) be asked to have sufficient funding on their respective bank accounts
on or about 13 March 2026, (iii) have their respective bank accounts
automatically debited on or about 16 March 2026, and (iv) have their Offer
Shares delivered to their respective VPS accounts on or about 17 March 2026.

More information about the Retail Tranche may be found on the Managers websites:
www.fearnleysecurities.com/transactions, www.paretosec.com/transactions,
www.clarksons.com/financial/securities/investment-banking, or
https://www.sb1markets.com/transactions.

Advisors

Fearnley Securities AS and Pareto Securities AS are acting as joint global
coordinators in the Private Placement and as Euronext Growth advisors to the
Company in connection with the Listing. Clarksons Securities AS and SB1 Markets
AS are acting as joint bookrunners in the Private Placement.

Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel, and Watson
Farley & Williams LLP is acting as Marshall Islands counsel, to the Company.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Managers.

For more information, please contact:

CEO Jerry Kalogiratos
Telephone: +30 2104584900
Email: j.kalogiratos@capitalmaritime.com

CFO Niovi Iasemidi
Telephone: +30 2104584900
Email: n.iasemidi@capitalmaritime.com

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.

These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials 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.

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 part of the offering 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 herein will be made solely
to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the
Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors (as defined in the Public Offers and Admissions
to Trading Regulations 2024) who 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 to
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.

This communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company and
listing of securities. 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, but the absence of these words does not
necessarily mean that a statement is not forward-looking. Forward-looking
statements are subject to known and unknown risks and uncertainties and are
based on potentially inaccurate assumptions that could cause actual results to
differ materially from those expected or implied by the forward-looking
statements. The forward-looking statements in this communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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. Such risks, uncertainties,
contingencies and other important factors include, but are not limited to, the
possibility that the Company will determine not to, or be unable to, issue any
equity securities or list its securities on a particular stock marked, and 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
make any guarantee that the assumptions underlying the forward-looking
statements in this announcement are free from errors. Accordingly, you should
not unduly rely on these forward-looking statements, which speak only as of the
date of this communication.

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise.

The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and the Listing and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers nor any of their respective 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 of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

The Private Placement may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Private Placement will
proceed and that the Listing will occur.

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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