Capital Tankers Corp.: Private Placement of Approx. USD 500 million Successfully Placed

27 Feb 2026 08:16 CET

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Athens, Greece, 27 February 2026: Reference is made to the announcement by
Capital Tankers Corp. ("Capital Tankers" or the "Company") on 25 February 2026
regarding the terms for a private placement of shares in the Company (the
"Private Placement") and a subsequent listing of the Company's shares on
Euronext Growth Oslo.

The Private Placement attracted considerable interest from quality investors. In
order to accommodate for fair allocations in the Private Placement, the board of
directors of Capital Tankers (the "Board") has decided to increase: (i) the size
of the primary offering in the Private Placement from the NOK equivalent of
approx. USD 300 million to USD 435 million, and (ii) the number of shares that
may be over-allotted from the NOK equivalent of approx. USD 45 million to USD 65
million. Thus, the total offer size in the Private Placement has been upsized
from the NOK equivalent of approx. USD 345 million to USD 500 million. The
Private Placement ended up being multiple times covered at the new total offer
size.

Capital Tankers is pleased to announce that the Private Placement has been
successfully placed. 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, 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 Private Placement in summary:

- The Board has conditionally allocated a total of 35,700,000 Offer Shares (as
defined below) to more than 900 investors in the Private Placement at a fixed
price of NOK 134 per Offer Share (the "Offer Price"), implying a total
transaction size of NOK 4.8 billion and a post-money equity value (assuming full
utilisation of the Greenshoe Option) of approx. NOK 18.2 billion.

- 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 22
vessels currently under construction, (ii) working capital, (iii) transaction
costs, and (iv) general corporate purposes. The upsized Private Placement also
provides the Company with the capacity to call selected optional vessels at an
opportune time.

- Capital Tankers will issue 31,050,000 new shares in the Private Placement (the
"New Shares", excluding any shares issued pursuant to the Greenshoe Option, as
defined below), at the Offer Price, raising gross proceeds to the Company of
approx. NOK 4.2 billion.

- In addition to the New Shares, the Managers (as defined below) have
over-allotted 4,650,000 shares, at the Offer Price (together with the New
Shares, the "Offer Shares"), for approx. NOK 623.1 million, representing approx.
15% of the number of New Shares allocated in the Private Placement. Pareto
Securities AS, in its capacity as stabilisation manager on behalf of the
Managers (the "Stabilisation Manager"), has further exercised its option to
borrow an equal number of shares in the Company from Capital Maritime & Trading
Corp. ("CMTC" or the "Share Lender") to facilitate delivery of the over-allotted
shares, pursuant to a share lending agreement between CMTC, the Company and the
Managers (the "Share Lending Agreement").

- Capital Tankers has conditionally allocated a total of 75,000 Offer Shares to
the more than 500 applicants who applied for Offer Shares in the tranche of the
Private Placement dedicated to retail investors (the "Retail Tranche").
Applicants being allocated Offer Shares in the Retail Tranche will: (i) be
notified of their allocation on or about 27 February 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.

- Allocation of Offer Shares and the corresponding amounts to be paid by
investors are expected to be communicated to investors on or about 27 February
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 fulfilment of the Conditions (as defined below).

- The Company has granted the Stabilisation Manager, on behalf of the Managers,
a right to have issued a number of new shares in the Company equal to the number
of over-allotted shares at a price per new share equal to the Offer Price (the
"Greenshoe Option"), exercisable, in whole or in part, within a 30-day period
commencing at the date of Listing, to cover the potential short position
resulting from the over-allotments of shares in the Private Placement, which is
not covered through share repurchases by the Stabilisation Manager as part of
any stabilisation activities conducted during the 30-day stabilisation period.
Any net profit generated from any stabilisation activities shall be for the
benefit of the Company. Any exercise of the Greenshoe Option will raise
additional proceeds to the Company. Separate disclosures will be made regarding
any stabilisation activities during the stabilisation period.

- Following the Listing, the Company plans to pursue 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.

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.

Shares, share capital and free float

Following the issuance of the New Shares in the Private Placement, the Company's
share capital will be USD 131,050, divided into 131,050,000 issued and
outstanding common shares, each with a par value of USD 0.001. If the Greenshoe
Option is exercised in full, there will be a total of 135,700,000 common shares
issued and outstanding in the Company.

At the time of Listing, CMTC will own approx. 73.7% and the investors in the
Private Placement will own approx. 26.3% of the issued and outstanding common
shares of the Company (assuming full utilisation of the Greenshoe Option). The
upsizing of the Private Placement increased the post-money free float in the
Company from approx. 19.8% to 26.3% (assuming full utilisation of the Greenshoe
Option).

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.

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 (the joint global
coordinators and the joint bookrunners, collectively, the "Managers").

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

For more information, please contact:

Brian Gallagher, Investor Relations and Business Development
Telephone: +44 770 368 4996
Email: b.gallagher@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 market, 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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