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Knox Energy Solutions AS

Interim / Quarterly Report Sep 30, 2024

8165_rns_2024-09-30_03e65211-de1e-4678-b281-429cf554bcca.pdf

Interim / Quarterly Report

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Half year report 2024 Knox Energy Solutions AS

Contents

Operational review 03
Board and management 05
Financial statements 07
Notes to the financial statements 09
Independent auditor's report 12

Operational review

In the first half of 2024, Hyon AS discontinued its pursuit of maritime hydrogen business, sold its developed hydrogen technology and redirected its business towards oil and gas.

As of Extraordinary General Meeting on 16 April 2024, Hyon AS became Knox Energy Solutions AS ("Knox") in a so-called reverse take over operation where Blue Concept Ltd acquired majority ownership. The company continues operations under ticker KNOX at Euronext Growth.

A new Board of Directors was established, with senior managers experienced in management of public and private oil companies and listed oil service companies, corporate transactions and investments. The CEO of Hyon continues to be the CEO of Knox.

In the transaction, Blue Concept transferred 19.95 percent of the shares in Rapid Oil Production Ltd ("Rapid Oil"), a UK registered oil and gas company owning 15 percent of the fully carried Fyne license, to 73.8 percent ownership in Hyon AS in the initial transaction.

In the agreed and planned final transaction, all Rapid Oil shareholders will be invited to swap to Knox shares. The basis for the final transaction is a value of NOK 15 million for Hyon shares and NOK 235 million for 100 percent of the Rapid Oil shares, 6 percent to Hyon shareholders and 94 percent to Rapid Oil shareholders, with a sliding scale for Rapid Oil shareholders holding in Knox depending on the number of Rapid Oil shares that will swap.

With the re-direction of business, the Oslo Stock Exchange (OSE) made a requirement that Knox should re-apply for its listing position involving financial and legal due diligence, and Euronext Growth Advisor management of the process to OSE. This is a costly process, and due to liquidity constraints in the company until recently, this has been a longer process than desired both by Knox and OSE.

Knox will build an independent oil company through consolidations and acquisitions, with a highly skilled technical and commercial core holding particular skills in Enhanced Oil Recovery.

Knox believes corporate transactions are more attractive than asset acquisitions. This requires a combination of strong experience and track record in the capital market combined with high-level subsurface and oilfield services technical and operational competence, which is the strength of the Knox team. There will be three focus areas; smaller undervalued companies, special situations (e.g. undervalued assets) and royalty positions.

Knox will focus on transaction efficiency and to the extent possible, avoid long approval processes related government approvals. The focus will be on undervalued companies that are meeting defined basic requirements.

Process moving forward in developing the business:

  • Raise additional capital
  • Maintain listing position
  • Build and develop a high-quality organization
  • Develop transaction opportunities
  • Transactions execution and value creation

Financial update

The Company's turnover in the half-year period was NOK 537,500. Profit for the half-year was NOK -2,479,449. Net cash flow from the Company amounted to NOK -4,008,906.

The balance is increased with the value of the 28,000 Rapid Oil shares now owned by Knox.

Outlook

Through its market operations, Knox considers that building and financing of its operations under the existing strategy has a good potential for increasing shareholder value, as well as bringing an additional possibility to investors in the energy sector on Euronext Growth on the Oslo Stock Exchange.

Knox has secured USD 0.5 million (NOK 5.4 million) financing through a three-year convertible loan with Valhall Invest, which closed early August 2024.

As of writing, there are still uncertainties about the continued listing position. Knox' independent advisors are completing financial and legal due diligence as requested by OSE and are working to engage a Euronext Growth Advisor and raising long-term capital for its operations and projects.

Financial risk

The company will need additional funding for its operations. With the ownership of Rapid Oil shares, the company has improved its balance and is, as of 30 June 2024, without debt. The Rapid Oil shares have been tradeable in the market.

The board assesses that the company situation is sufficient to continue its business operations and that this represents the best outcome for Knox shareholders.

Going concern

In accordance with Section 3-3a of the Accounting Act, it is confirmed that the conditions necessary for the Company to be considered a going concern are met. The financial statements have been prepared based on the assumption that the Company is a going concern. Based on the expected liquidity needs for the next 12 months, the Company will need additional funding to continue its operations. The company is currently engaged in activities to raise additional capital through new loans or equity. Hence, uncertainty exists related to the going concern assumption.

Responsibility statement

The Board of Directors has considered and approved the interim financial statements of Knox Energy Solutions AS ("the Company") for the half year ended 30 June 2024 and the six months period then ended. The interim report has been audited by the Company's independent auditor. In our opinion, the accounting policies used are appropriate, and the interim report gives a true and fair view of the Company's financial position as of 30 June 2024, as well as the results from the Company's operations during the first half year, including cash flows for the period ended 30 June 2024. In our opinion, the Management's review provides a true and fair presentation of developments, results for the respective periods, and overall financial position of the Company's operation.

Geir Aune Chairman of the Board

Sven Tiefenthal Board Member

Harald B. Hansen CEO

Oslo, 30 September 2024

Board and management

Geir Aune

Chairman of the Board

More than 20 years experience as CEO or Executive Chairman in public companies,mostly related to the oil and gas service industry. Examples are Ocean Rig, DSND Subsea, Wilrig, plus NCL and others. Executed wide array of corporate and capital market transaction in public companies.

Georges Lambert Board Member

Mr. Lambert has 20 years' experience in investing in public energy and tech equities as a former Senior Partner of The Capital Group, one of the world's largest fund managers. After retiring from The Capital Group, Mr. Lambert has had positions in various public and private boards. He joined the Valaris board in late 2019, where he helped the company navigate activism, COVID and the resulting chapter 11 process. He is currently a member of the boards of Tenders Page SA, Rapid and HPS Dynamic, and serves on the Investment Committee of the private equity fund, Move Capital.

Harald B. Hansen Chief Executive Officer

Mr. Hansen has over last 20 years held leadership positions in oil & gas service and technology companies, including 18 years in now TechnipFMC where he was responsible for business build of well operations in North Sea and US, and business entry for subsea production systems into North Africa and Caspian. In the last four years, Mr. Hansen was responsible for business venture into renewables. From 2021 he was COO of Hyon AS, a listed venture into maritime hydrogen. As of January this year CEO as the company transitions to Knox Energy Solutions AS.

Income statement

NOK Note First half-year
2024
First half-year
2023
Operating revenue and expenses
Operating revenue
Revenue 2 37 500 109 000
Other operating income 2 500 000 0
Total operating revenue 537 500 109 000
Operating expenses
Employee benefits expense 3 1 272 485 8 238 602
Other operating expenses 4 1 745 382 3 792 556
Total operating expenses 3 017 867 12 031 158
Operating profit or loss -2 480 367 -11 922 158
Financial income and expenses
Financial income
Other financial income 918 0
Total financial income 918 0
Financial expenses
Total financial expenses 0 0
Net financial income and expenses 918 0
NOK Note First half-year
2024
First half-year
2023
Ordinary result before taxes -2 479 449 -11 922 158
Tax on ordinary result 3 0 0
Ordinary result -2 479 449 -11 922 158
To majority interests -2 479 449 -11 922 158
Application and allocation
Uncovered loss -2 479 449 -11 922 158
Total application and allocation -2 479 449 -11 922 158

Financial Statements for Knox Enegy Solutions AS

NOK Note 30.06.2024 31.12.2023
ASSETS
Fixed assets
Financial fixed assets
Long-term financial investments 5 42 907 034 0
Other long-term receivables 0 0
Total financial fixed assets 42 907 034 0
Total fixed assets 42 907 034 0
Current assets
Receivables
Other short-term receivables 1 410 862 1 486 871
Total receivables 1 410 862 1 486 871
Bank deposits 6 379 192 4 388 097
Total current assets 1 790 054 5 874 968
Total assets 44 697 088 5 874 968
NOK Note 30.06.2024 31.12.2023
EQUITY AND LIABILITIES
Equity
Paid-in equity
Share capital 7, 8 2 122 151 555 675
Share premium reserve 43 659 792 3 012 582
Total paid-in equity 45 781 944 3 568 257
Retained Earnings
Uncovered loss -2 479 449 0
Total retained earnings -2 479 449 0
Total equity 43 302 495 3 568 257
Liabilities
Current liabilities
Accounts payable 594 067 326 929
Public duties payable 91 204 1 081 934
Other current liabilities 709 323 897 848
Total current liabilities 1 394 593 2 306 711
Total liabilities 1 394 593 2 306 711
Total equity and liabilities 44 697 088 5 874 968

Geir Aune Chairman of the Board

Georges Lambert Board Member

Sven Tiefenthal Board Member

Harald B. Hansen CEO

Harald B Hansen

07

Oslo, 30 September 2024

Statement of cashflow

First half-year
NOK
2024
First half-year
2023
Cash flow from operating activities
Loss for the period
-2 479 449
-11 922 158
Adjustment for:
Depreciation
0
0
Changes in accounts receivable
0
278 750
Change in other short-term receivables
76 009
-62 297
Changes in accounts payable
267 138
204 232
Change in other short-term payables
-1 179 255
81 482
Net cash fow from operating activities
-863 108
502 167
Purchase of long-term financial investments
-42 907 034
0
Net cash flow from investing activities
-42 907 034
0
Proceeds from equity issues
42 213 686
0
Net cash flow from financing activities
42 213 686
0
Net change in cash and cash equivalents
-4 008 906
-11 419 991
Cash and cash equivalents at beginning of period
4 388 097
25 241 219
Cash and cash equivalents at end of period
379 192
13 821 228

Notes to the financial statements

Note 1 - Accounting Principles

Knox Energy Solutions AS plan to build an independent oil company through consolidations and acquisitions, with and a highly skilled technical and commercial core holding particular skills in Enhanced Oil Recovery. The company was founded on March 1, 2017 and is headquartered in Oslo.

The financial statements have been prepared in accordance with the Norwegian Accounting Act and the generally accepted accounting principles (GAAP) in Norway. This financial information should be read together with the annual report for the year ended 31 December 2023.

During the current financial year, Knox Energy Solutions AS has transitioned its accounting principles from the Norwegian Accounting Standards for small entities (NRS 8) to Norwegian Accounting Act and accounting standards and practices generally accepted in Norway. This change has been made to align our accounting practices to the requirements of being listed on the Euronext Growth in Oslo. The change in accounting principles has been applied retrospectively. The transition to the general rules of the Norwegian Accounting Act has not resulted in any material adjustments to the financial statements of the previous periods. Therefore, there are no restatements of comparative information required.

In conjunction with the transition to the Accounting Act's main rules, we have reviewed and accounted for agreements entered into in prior periods regarding share-based remuneration that had not previously been expensed according to the Norwegian Accounting Standards for small entities. These agreements are accounted for at fair value on the date of the opening balance sheet upon transition. All agreements on share-based payments from previous periods were terminated in 2023 and consequently not had any effect on the financial statements for the current or previous periods.

1-1 Currency

Monetary items in foreign currency are valued at the exchange rate at the end of the financial year. Foreign currency transactions are valued at the exchange rate at the time of the transaction.

1-2 Income

Services are recognised in revenue as they are delivered. Services are recognised at the time when they are carried out. The share of sales revenue that is related to future services, is recognised in the balance sheet as unearned income from the sale and then recognised at the time when the service is delivered. Sale of the rights to the company's hydrogen transfer technology is realized as Other operating income.

1-3 Tax

The tax expense in the income statement includes both the payable tax for the period and the change in deferred tax. Deferred tax is calculated at 22% based on the temporary differences that exist between accounting and tax values, as well as any tax deficit to be posted at the end of the financial year. Tax-increasing and tax-reducing temporary differences that reverse or can reverse in the same period have been offset. The company does not record deferred tax advantage in the balance sheet due to uncertainty of the ability to realise the deferred tax advantage.

1-4 Classification and assessment of balance sheet items

Current assets and current liabilities include items that are due for payment within one year of the time of acquisition, as well as items associated with the goods circulation. Other items are classified as fixed assets/long-term liabilities.

Current assets are valued at the lowest of acquisition cost and fair value. Current liabilities are recognised in the balance sheet at the nominal amount at the time of establishment.

Long-term financial investments are valued at acquisition cost and are written down to recoverable amount in the event of a fall in value that is not expected to be temporary. The recoverable amount is the highest of the net sales value and value in use. Long-term debt is recognised in the balance sheet at the nominal amount at the time of establishment.

1-5 Other receivables

Receivables are recorded in the balance sheet at nominal value after deduction of provisions for expected losses. Provisions for losses are made on the basis of individual assessments of the individual receivables. In addition, an unspecified provision is made for other accounts receivables to cover assumed losses.

Notes to the financial statements

Note 2 - Change comparative figures

Revenues for the period 01.01-30.06.2023 have been restated in the financial statement due to new information obtained in H2 2023. Hence, revenues recognized in H1 2023 were reversed and recorded as deferred revenue. The revenue was later recognized as other operating income in H1 2024.

Note 3 - Employee expenses and remuneration to the auditor

Payroll expenses

NOK First half-year
2024
First half-year
2023
Wages 1 102 403 6 303 216
Employer's National Insurance contributions 160 427 1 019 319
Pension costs 61 591 747 173
Other benefits -51 937 168 895
Skattefunn - wages reduction 0 0
Total 1 272 485 8 238 604

CEO

NOK First half-year
2024
First half-year
2023
Salary* 760 601 909 811
Other remuneration* 11 748 13 656
Total 772 349 923 467
Statutory audit 170 000 202 125
Other services 112 737 0
Total 282 737 202 125

Remuneration to the board

NOK First half-year
2024
First half-year
2023
Remuneration to the board 350 000 575 000

Note 4 - Related party

Consulting fees to Chairman of the board Geir Aune's holding company Blue Concept Hld AS have accrued with NOK 80.000 per month from April-June.

A provisional cost of in total NOK 240.000 is presented under Other operating expenses and Other current liabilities.

Note 5 - Financial investments Restricted capital

As of Extraordinary General Meeting 16 April 2024, Hyon AS became Knox Energy Solutions AS in a so-called Reverse Take Over operation where Blue Concept Ltd acquired majority ownership with 73.8% initial holding in Knox. In return, Blue Concept transferred its 19.95% shareholding to Knox ownership.

Rapid Oil Ltd is a UK registered independent Oil & Gas Company which primary asset is a 15% share in the Fyne license. The license is set to produce oil late 2027, with finances fully carried.

Ref Note 3 above where the fiancial investment as of 30.06 is subject to offer to Rapid Oil shareholders and their level of acceptance to swap to Knox shares. Prior to the transaction, fair value was assessed by an independant third party.

The general assembly of the Company have reassessed real value as of period end and have concluded there is no significant change in value.

Note 6 - Bank

NOK 30/06/2024 31/12/2023
Bank deposit, tax witholdings 72865 760315
Total 72865 760315

Notes to the financial statements

Note 7 - Shareholder information and equity

Shareholder Number of
shares
Nominal
value
Share
capital
Ownership
share
Blue Concept Ltd 156 640 562 0,01 1 566 406 73,8 %
Yared Tsegaye Mamo 8 499 619 0,01 84 996 4,0 %
Torvik Trailerrep AS 5 626 247 0,01 56 262 2,7 %
Clearstream Banking S.A. 5 111 562 0,01 51 116 2,4 %
Geir Anders Pedersen 3 766 330 0,01 37 663 1,8 %
Nils Arne Gottenborg 3 698 634 0,01 36 986 1,7 %
Kim Jarle Haugstad 2 708 374 0,01 27 084 1,3 %
Vulgata Invest AS 2 393 893 0,01 23 939 1,1 %
Nordnet Livsforsikring AS 2 041 998 0,01 20 420 1,0 %
Per Kristian Theis Moe 866 962 0,01 8 670 0,4 %
Other shareholders 20 860 916 0,01 208 609 9,8 %
Total 212 215 097 0,01 2 122 151 100%
NOK Share
capital
Share
premium
Unsecured
losses
Total
Equity 01.01.24 555 675 3 012 582 - 3 568 257
Capital increase 1 566 476 40 647 210 42 213 686
Result -2 479 449 -2 479 449
Equity 30.06.24 2 122 151 43 659 792 -2 479 449 43 302 495

156 647 596 new shares were issued during a capital increase on March 31st 2024 at a par value of NOK 0.01 per share. The subscription price was NOK 0.2699 per share. Transaction costs amount to NOK 65 500.

Note 8 - Warrants

As of 30.06 Blue Concept holds 388,041,212 warrants in Knox. This is in line with the 16 April 2024 Share Purchase Agreement (SPA), where Blue Concept (BC) intitially took 73.8% majority ownership in Knox. In return, Blue Concept transferred its 19.95 % holding in Rapid Oil Ltd to Knox.

In accordance with the SPA, Knox shall make an offer to all shareholders in Rapid Oil (RO) to swap to Knox shares. In a potential ultimate transfer where all remaining RO shareholders accepts to swap to Knox, Rapid Oil shareholders (including BC) will own 94% of Knox and previous Hyon shareholders 6%. Depending on the extent of shareholding in RO converting to Knox, the warrants in favour of Blue Concept will be used in a near linear scale to determine final ownership for RO shareholders."

This is based on an evaluation in the SPA of NOK 15 mill of Hyon and Nok 235 mill of Rapid Oil.

Note 9 - Subsequent events

Knox signed an agreement with closing 12 August for a USD 0.5 million convertible loan with an international investor. The term of the loan is three years and the interest rate is 15% pa (only applied if the loan is not converted). Convertable to knox or Rapid Oil shares at lender discression. Knox General Assembly decided12 July to execute a share splice 100:1 (100 old shares provides 1 new share), with first exlusive trading day 18 July. As agreed in the Share Purchase Agreement decided on the Extraordinary General Assembly 16 April, Knox will offer a share swap to all Rapid Oil shareholders.

An offer was made on 12 August, and at closing 22 August Company has received acceptances for the Offer for a total of 28,190 Rapid Shares, equivalent to approximately 20.1 % of the total number of Rapid Shares. Together with the 28,000 Rapid Shares already held by the Company, this represents approximately 40 % of the share capital in Rapid Oil.

Of the acceptances, 17,790 shares were conditional on a continued listing of the Company, while 10,400 were unconditional. The Warrants held by Blue Concept will be used in the final share swap, depending on the number of Rapid Oil shares to be converted. The total number of warrants corresponds to 100% share swap (and now swap is maximum 40%). Use of the warrants and the share swap will be exercised when company listing position is determined by OSE.

Statsautoriserte revisorer Ernst & Young AS

Thormøhlens gate 53 D, NO-5006 Bergen Postboks 6163, NO-5892 Bergen

Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00

www.ey.com/no Medlemmer av Den norske revisorforening

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of Knox Energy Solutions AS

Report on the audit of the financial statements for the first half year of 2024

Opinion

We have audited the financial statements (special purpose statements) of Knox Energy Solutions AS (the Company), which comprise the balance sheet as at 30 June 2024, the income statement for the half year ending 30 June and statements of cash flows for the period then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements of the Company for the period ended 30 June 2024 are prepared, in all material respects, in accordance with the accounting principles as described in note 1 to the financial statements ended 30 June 2024.

Basis for opinion

We conducted our audit in accordance with the International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Norway, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter of the financial statements

We draw attention to note 1 to the special purpose statements, which describes the basis of accounting. The financial statements are prepared to assist the Company to comply with the listing requirements of Euronext Growth in Oslo. As a result, the financial statements may not be suitable for another purpose. Our opinion is not modified in respect of this matter.

We draw attention to financial statements ending 30 June 2024, which describes that the Company is dependent on raising additional funding to meet its obligations as a going concern. These conditions, along with other matters as set forth in the report, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Responsibilities of management for the financial statements

Management (the Board of Directors and Chief Executive Officer) is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting principles as described in note 1 to the financial statements for the half year ending 30 June and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with law, regulations and generally accepted auditing principles in Norway, including ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • ► identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • ► obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • ► evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
  • ► conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Bergen, 30 September 2024 ERNST & YOUNG AS

Signed electronically

Jørn Knutsen State Authorised Public Accountant (Norway)

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Knox Energy Solutions AS

KNOX ENERGY SOLUTION AS Strømsø torg 4 3044 Drammen, Norway

Knox_half-year_3009_2125

Final Audit Report 2024-09-30

Created: 2024-09-30
By: Harald Hansen ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAAQO0dqcOEWlYE78B4IXZpNg_GAsSIERP

"Knox_half-year_3009_2125" History

  • Document created by Harald Hansen ([email protected]) 2024-09-30 - 7:37:16 PM GMT
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Agreement completed. 2024-09-30 - 8:18:25 PM GMT

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