Nordic Unmanned ASA

Share Issue/Capital Change • Oct 31, 2024

Nordic Unmanned ASA - Announcement of successful private placement

Nordic Unmanned ASA - Announcement of successful private placement

31.10.2024 21:35:00 CET | Nordic Unmanned | Total number of voting rights and

capital

31 October 2024 21:35 CET | Nordic Unmanned

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES

NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement on 30 October 2024

published by Nordic Unmanned ASA ("Nordic Unmanned" or the "Company") (ticker:

NUMND) regarding a contemplated private placement of new ordinary shares in the

Company (the "Offer Shares"), for gross proceeds of NOK 45 million (the "Offer

Size") (the "Private Placement").

The Company is pleased to announce that the Private Placement has been

successfully placed, through an allocation of 90,000,000 new shares in the

Company at a price of NOK 0.50 per share (the "Offer Price"), for gross proceeds

of NOK 45 million after close of markets on 31 October 2023.

The net proceeds to the Company from the Private Placement will be used to

finalize the ongoing turnaround, fund working capital requirements, improve

manufacturing capabilities and obtain expected contract awards, while executing

the strategic review of flight services, ultimately securing a positive

cash-flow from second half of 2025.

The following persons discharging managerial responsibilities and close

associates have been allocated Offer Shares in the Private Placement, as

follows:

* Tjelta Eiendom AS, a company closely associated with chair of the board Viggo

Tjelta: 50,000,000 Offer Shares

* Ålgård Holding AS, a company closely associated with board member Erik

Ålgård: 400,000 Offer Shares

* EAAH INVEST AS, a company closely associated with board member Erik Ålgård:

200,000 Offer Shares

A stock exchange release on transactions carried out by persons discharging

managerial responsibilities and close associates in accordance with the EU

Market Abuse Regulation will be published separately.

Assuming the Private Placement is completed by approval of the EGM (as defined

below), Tjelta Eiendom AS will after the delivery of the shares in the Private

Placement hold 57,313,745 shares in the Company, equal to 53.4% of the total

number of issued shares and votes in the Company after the Private Placement.

Conditions for completion

Completion of the Private Placement is still subject to (i) an extraordinary

general meeting of the Company (the "EGM") resolving to approve the Private

Placement, the issuance of the Offer Shares, and a share capital reduction in

the Company by reducing the par value of the Company's shares from the current

NOK 1.00 to NOK 0.25 (the "Share Capital Reduction"), (ii) the Pre-Payment

Agreement (as defined below) and the Liquidity Bridge (as defined below)

remaining in full force and effect, (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 (iv) the allocated

Offer Shares being validly issued and registered in the Norwegian Central

Securities Depository (Euronext Securities Oslo or the "VPS") (jointly the "

Conditions").

The EGM will be called for as soon as possible after expiry of the Application

Period and the Board having approved the allocation of Offer Shares and is

expected to be held on or about 15 November 2024.

The Private Placement will be cancelled if the Conditions are not met. Neither

the Manager nor the Company will be liable for any losses by applicants if the

Private Placement is cancelled and/or modified, irrespective of the reason for

such cancellation or modification.

Settlement

The date for settlement of the Private Placement is expected to be on or about

20 November 2024 (the "Settlement Date"), subject to, among other things, the

actual date of the EGM, handling time for registration of the share capital

increase relating to the Private Placement in the NRBE and fulfillment of the

Conditions.

The Offer Shares are expected to be pre-paid by the Manager pursuant to a

pre-payment agreement (the "Pre-Payment Agreement") expected to be entered into

between the Company and the Manager, in order to facilitate prompt registration

of the share capital increase pertaining to the issue of Offer Shares in the

NRBE and delivery-versus-payment (DVP) settlement with investors.

The Offer Shares allocated in the Private Placement will be tradable on Euronext

Growth Oslo when the new share capital relating to the Private Placement has

been registered with the NRBE and the Offer Shares have been registered by the

VPS, expected on or about 19 November 2024, subject to the Conditions having

been met. The Company will announce when such registration has taken place.

The Share Capital Reduction will become effective at the same time as the

issuance of the Offer Shares, without a creditor notice period, as the increase

in share capital resulting from the Private Placement is larger than the Share

Capital Reduction. Conditional upon the Private Placement and the Share Capital

Reduction being completed, the Company will have 107,336,313 shares issued and

outstanding following registration of the share capital increase pertaining to

the Private Placement with the NRBE, each with a par value of NOK 0.25.

Lock-ups

The Company, Tjelta Eiendom AS, SpareBank 1 Sør-Norge ASA, Eksportfinansiering

Norge and members of the Company's executive management have agreed to a 6-month

lock-up period, subject to customary exemptions in connection with the Private

Placement.

Liquidity Bridge

To provide the Company with early access to a portion of the Private Placement

proceeds, Tjelta Eiendom AS (the largest shareholder in the Company owning

approx. 42.2% pre-Private Placement) has agreed to enter into an agreement with

the Company to provide a liquidity bridge facility in the amount of NOK

17,500,000 as advance payment of a portion of its allocation in the Private

Placement (the "Liquidity Bridge"). The Liquidity Bridge will be converted into

equity at the EGM as part of the issuance of shares in the Private Placement.

Subsequent offering and equal treatment considerations

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act, the Euronext Growth Rule

Book Part II and Oslo Børs' circular no. 2/2014, and the Board is of the opinion

that the waiver of the preferential rights inherent in a private placement,

taking into consideration the time, costs and risk of alternative methods of

securing the desired funding, is in the common interest of the shareholders of

the Company. When reaching this conclusion, the Board also emphasized that it

would consider carrying out the Subsequent Offering (as defined below),

depending on, amongst other things, the development in the market price of the

Company's shares following settlement of the Private Placement.

The Company will, subject to completion of the Private Placement and certain

other conditions, carry out a subsequent repair offering of up to NOK 10

million, which is equivalent to 20,000,000 new shares, at the Offer Price in the

Private Placement (the "Subsequent Offering"). The Subsequent Offering, if

carried out, will primarily, subject to applicable securities law, be directed

towards existing shareholders in the Company as of 31 October 2024 (as

registered in the VPS two trading days thereafter), who (i) were not included in

the pre-sounding phase of the Private Placement, (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"). These Eligible Shareholders will receive

non-transferable subscription rights in the subsequent repair offering. However,

subscription without subscription rights from investors other than the Eligible

Shareholders will also be allowed in the subsequent repair offering.

The allocation hierarchy in the Subsequent Offering will be as follows:

1. Shares shall be allocated to Eligible Shareholders who have subscribed with

subscription rights.

2. Unallocated shares following a) shall be allocated to Eligible Shareholders

who have over-subscribed with subscription rights (on a pro rata basis).

3. Unallocated shares following b) shall be allocated to investors other than

the Eligible Shareholders who have subscribed without subscription rights

(the Board reserves the right to allocate c) at their sole discretion (in

consultation with the Manager)).

The potential Subsequent Offering will be subject to, among other things,

approval by the Board. Launch of a Subsequent Offering, if carried out, may also

be contingent on publishing of a prospectus.

Advisors

Pareto Securities AS is acting as sole global coordinator and sole bookrunner

(the "Manager") in connection with the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in

connection with the Private Placement.

Contacts

* Stig H. Christiansen, CEO, Nordic Unmanned ASA, +47 478 07 813,

shc@nordicunmanned.com

* Tarjei Lode, CFO, Nordic Unmanned ASA, +47 469 37 008, tl@nordicunmanned.com

Disclosure

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 Tarjei Lode, CFO, on 31

October 2024, at 21:35 (CET).

About Nordic Unmanned

NU Group is a leading European provider of advanced drones, sensors, AI-powered

drone solutions, and UAS-agnostic drone-as-a-service operations. The Company

serves government agencies, Ministries of Defence, security clients, and

corporate clients, offering cutting-edge technology solutions for a wide range

of applications, including:

* Empowering defenders and protect lives

* Autonomous efficiency and optimized operations

* Safe and environmentally friendly collection of live, actionable data insights

Founded in Norway in 2014, NU Group has offices in Sandnes (NO), Cranfield (UK),

Hasselt (BE) and Arnsberg (GER). Nordic Unmanned ASA employs approx. 100 FTEs

and is listed on Euronext Growth with the ticker NUMND. The Group's operating

history is 20 years based on AirRobot in Germany.

For more information visit - https://www.nugroup.no/

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 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.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that EEA Member State within the meaning of

the Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression

"Prospectus Regulation" means Regulation 2017/1129 as amended together with any

applicable implementing measures in any 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, the 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 the

Company's 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 operates, 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

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 any forward-looking statements in this

announcement.

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 Manager nor any of its affiliates make

any representation as to the accuracy or completeness of this announcement and

none of them accept 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 Manager

nor any of its affiliates accept any liability arising from the use of this

announcement.

This announcement is an advertisement and is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 on prospectuses to be published when securities are offered to the

public or admitted to trading on a regulated market, and repealing Directive

2003/71/EC (as amended) as implemented in any Member State.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Stig H. Christiansen, CEO, Nordic Unmanned ASA, +47 478 07 813,

shc@nordicunmanned.com

* Tarjei Lode, CFO, Nordic Unmanned ASA, +47 46937008, tl@nordicunmanned.com

ABOUT NORDIC UNMANNED

Nordic Unmanned is a leading European manufacturer (OEM) and certified operator

of unmanned aircraft systems ("UAS").

We are serving large corporations, government agencies and security customers by

offering systems, solutions and flight services for environmentally friendly

delivery of productivity improvements and time critical, actionable data

insights and logistics services.

Our solutions and services are organized in the three business segments as

follows:

Flight Services: is a technology-agnostic flight services operator providing

time-critical actionable data to large corporate and governmental customers. The

segment also includes NUAer AS and Resale.

AirRobot: is an Equipment Manufacturer (OEM) with a leading product platform in

lightweight drones and sensors (payloads) tailored for defense and security.

DroneMatrix: is an Equipment Manufacturer (OEM) offering a fully integrated and

autonomous drone system with proprietary software for surveillance and security.

Nordic Unmanned is ISO 9001:2015 and ISO 14001:2015 certified for the operation,

maintenance, and sales of unmanned systems and sensor technology. AirRobot is

ISO 9001:2015 and EN 9100:2018 certified for its development and production

capabilities of unmanned systems.

Founded in Norway in 2014, Nordic Unmanned has offices in Sandnes (NO),

Cranfield (UK), Hasselt (BE) and Arnsberg (GER). Nordic Unmanned also comprise

joint venture - Omni Unmanned SA with OHI Group SA (registered in Luxemburg) and

joint venture - NUAer AS with Aeromon OY (registered in Norway).

For more information visit - https://nordicunmanned.com/

ATTACHMENTS

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