Knox Energy Solutions AS

M&A Activity • Mar 31, 2024

HYON signs Share Purchase Agreement with Blue Concept Ltd.

HYON signs Share Purchase Agreement with Blue Concept Ltd.

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Oslo, Norway, 31 March 2024 - Hyon AS ("HYON") has signed a Share Purchase

Agreement ("SPA") with Blue Concept Ltd. ("Blue Concept") for the acquisition of

19.5% of the shares in Rapid Oil Production Ltd., ("Rapid") a UK-based oil & gas

company.

· The agreement closes the strategic review process initiated by the board of

directors of HYON within Q1 2024 as previously communicated as the targeted

completion.

· HYON is given a basis for continued operations, where it is intended that

additional shareholders in Rapid is also given the opportunity to sell their

shares against receiving HYON shares to establish Rapid as a subsidiary of HYON.

· Blue Concept will become the largest owner of HYON and intends to secure

funding to support continued operations following completion of the SPA, which

may consist of loans, equity or any combination thereof.

· The SPA will be dealt with at an extraordinary general meeting to be held on

or about 16 April 2024.

Pursuant to the SPA, Blue Concept will sell its 19.5% shareholding in Rapid

against a 73.8% ownership in HYON in an all-share transaction. HYON will issue

consideration shares that will be new shares issued pursuant to a general

meeting's resolution. The transaction, together with the contemplated potential

additional acquisition of shares in Rapid from other shareholders whereby Rapid

may become a subsidiary of HYON, redirects and restructures HYON towards an

enlisted oil company with combined HYON and Rapid shareholder base.

"We are pleased to provide this opportunity to our shareholders to leverage on

our infrastructure as a listed company. Since the announcement of the

discontinuation of our hydrogen initiatives, Hyon has taken all necessary

measures to reduce the activity and cost base in the company, and have now

concluded on a transaction the board of directors in Hyon believe is the most

valuable solution for our shareholders given the alternatives available. HYON

has made a significant effort to develop advanced technical solutions for

bunkering of ships with hydrogen. The market has turned out to be immature and

is unfortunately delayed with several years in the whole hydrogen value chain.

Norwegian Hydrogen has over the years invested resources and competences in the

development of Hyon. The Board is very motivated that Norwegian Hydrogen AS will

take over ownership and further development of the HYON proprietary technology

for inclusion into their hydrogen projects. In addition, we propose to the

shareholders to enter into the Rapid agreement to maximize the value of the

company in line with the initiatives announced during the autumn of 2023," says

Otto Søberg, Chairman of HYON.

"We have successfully established a business based on oil & gas assets in Rapid.

The oil industry is in many geographical areas fragmented with a high number of

smaller companies. We strongly believe in the role of being a catalyst for

consolidation of smaller oil companies and production interests in order to

attract financing, diversify risk and get economy of scale," says Geir Aune,

Chairman of Rapid and Blue Concept.

About Rapid

Rapid is a UK-based oil & gas company backed by a highly experienced management

team and Board of Directors with extensive experience from the oil & gas and oil

service sector. Rapid's main asset is a working interest in the Fyne field

development in the UK, a low-risk development with strong economics that is

targeting first oil in 2026.

Rapid owns 15% of the fully funded Fyne development project offshore UK. First

oil is planned for Q3 2026 and the net cash flow after tax from Rapid's share of

the production is expected to be $53 million, based on an oil price of $80 per

bbl. There will be no additional financing required from Rapid for this project.

Board and management

Geir Aune has been nominated to be Chairman of the Board of Directors of HYON.

In addition, Georges Lambert has been nominated as Board member. Geir Aune will

also take on as the role as CEO.

Conditions for completion of the transaction and important information

The Transaction is subject to customary terms and conditions, including inter

alia following being satisfied or waived by the parties:

· The EGM of HYON approving the Transaction

· Election of the nominated Board of Directors

· All known liabilities of HYON, other than as a result of the Transaction

shall be settled

A notice calling for the EGM to approve the necessary corporate resolutions is

expected to be issued on 2 of April 2024. It will be proposed that HYON issues

150,238,113 new shares to Blue Concept, providing an ownership in HYON of 73.8%

whilst current shareholders in HYON will represent 26.2% of the shares post

transaction.

As part of the completion of the acquisition of Rapid shares, HYON will adhere

to the Shareholders Agreement between Rapid and its shareholders on the same

terms as Blue Concept has as of today.

The SPA is expected to be closed in Q2 2024, following which HYON intends to

change its name to Knox Energy Solutions AS.

The completion of the transaction is conditional upon approval from the Board of

Directors in Rapid.

Following completion of the acquisition of Rapid shares from Blue Concept, it is

intended that other shareholders in Rapid shall be offered to sell their shares

in Rapid against receiving HYON shares. This second part of the transaction

remains subject to agreements being entered into as well as necessary corporate

resolutions. There cannot be made any guarantee as to the completion of any

additional transaction or acquisition of shares in Rapid that increases HYON's

ownership in Rapid, or that any such transaction will not deviate from what is

stated in this announcement.

The SPA assumes a business combination, and Blue Concept's commercial rational

and valuation is based on this assumption. Blue Concept's investment in HYON is

subject to the portion of shares in Rapid that HYON will ultimately own. Upon

completion of the Transaction, Blue Concept will become the owner of approx.

73.8% of the shares in HYON. If and to the extent not all the remaining

shareholders in Rapid accepts the subsequent offer and swap their ownership in

Rapid with shares in HYON, the percentage of Blue Concept's shareholding will be

increased. The SPA sets out that Blue Concept may achieve a stake of up to 90%

(for the avoidance of doubt always below 90%) in HYON through subscription of

388,041,212 warrants each providing the right to subscribe one share in HYON at

par value. The warrants may be exercised to the extent the acquisition of shares

in Rapid (in addition to the shares acquired from Blue Concept) falls short of a

100% ownership in Rapid. The warrants expire by and will, together with the

board of directors of HYON to be elected upon completion of the Transaction,

work year end 2024. The SPA assumes a business combination with an exchange

ration of 6% to existing shareholders in HYON and 94% to Rapid. Further to this,

Rapid cannot exercise a number of warrants resulting in the shareholders of HYON

as of the date of signing the agreement holding a lower stake than 6% in the

Purchaser as a result of the exercise.

The Company's current liquidity situation is estimated to be adequate and

sufficient to maintain current reduced operations for a few months. As a result,

the Company is planning to raise new financing.

Divestment of current operations in HYON

HYON has discontinued current operations and will in conjunction with the

agreement with Blue Concept divest all assets related to its current operations

to Norwegian Hydrogen AS, HYON's largest shareholder and only customer.

HYON has received an advance payment from Norwegian Hydrogen AS under a supply

agreement amounting to NOK 500,000. The project was stopped due to a lack of

funding and HYON is, therefore, in default of its obligations under the supply

agreement as no delivery has been made. It is a condition for the proposed

transaction with Blue Concept that all known claims towards HYON have been

settled at closing and Hyon has, therefore, explored potential solutions with

Norwegian Hydrogen AS. Hyon has received an offer from Norwegian Hydrogen AS

that waives all potential claims towards Hyon against transfer of the

intellectual property rights owned by HYON. HYON's intellectual property rights

does not include any patents.

HYON has previously actively pursued a potential sale of its business and/or

intellectual property rights without receiving any bids or commitments. As a

result, the value of Hyon's intellectual property rights must be considered

limited, despite HYON having spent considerable time and money on development of

its intellectual property right. In the interest of allowing the transaction to

proceed, HYON's board of directors has accepted the offer from Norwegian

Hydrogen AS subject to the transaction with Blue Concept being approved by the

extraordinary general meeting.

Presentation

In connection with the EGM a presentation by Blue Concept Ltd. will be made

regarding the future strategy and plans for the company.

Contacts

HYON

Otto Søberg, Chairman of the Board

E-mail: Otto.Soeberg@outlook.com

Blue Concept Ltd.

Geir Aune, Chairman of the Board

E-mail: geir.aune@icloud.com

Advisers

Advokatfirmaet Selmer AS is acting as legal advisor to HYON AS. Advokatfirmaet

Wiersholm AS is acting as legal advisor to Blue Concept Ltd.

Important information

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 Section 5-12 the Norwegian Securities Trading Act. The stock

exchange announcement was published by Otto Søberg, Chairman of HYON AS, at the

time and date stated above in this announcement.

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. 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.

Matters discussed in this announcement 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 HYON 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.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. HYON undertakes no 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.