Argeo AS

Share Issue/Capital Change • Mar 19, 2024

Argeo AS: Successfully completed private placement

Argeo AS: Successfully completed private placement

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Asker, 19 March 2024. Reference is made to the stock exchange release from Argeo AS ("Argeo" or the "Company") (Euronext Growth Oslo: ARGEO) published on 19 March 2024 regarding a contemplated private placement of NOK 50 million in gross proceeds (the "Private Placement").

The Company is pleased to announce that it has completed a private placement of approximatley NOK 50 million in gross proceeds (the "Private Placement") with a final subscription price of NOK 2.75 per Offer Share (as defined below). Pareto Securities AS and SpareBank 1 Markets AS (the "Managers") are acting as joint global coordinators and joint bookrunners in the Private Placement.

A total of 18,181,818 new shares (the "Offer Shares") have been allocated in the Private Placement at a price per Offer share of NOK 2.75 (the "Offer Price"), raising gross proceeds of approximately NOK 50 million. The Private Placement attracted strong interest from new and existing investors and was substantially over-subscribed.

The net proceeds to the Company from the Private Placement will be used for general corporate purposes, including working capital relating to the Company’s USD 39 million contract announced on 12 March 2024 for work offshore Africa (hereunder opex until contract payments and contract related pre-payments to sub-suppliers) and additional project related equipment and preparation for project based 3’rd spread in North and South America.

The board of directors of the Company (the "Board") has today, pursuant an authorisation granted by the extraordinary general meeting held on 15 March 2024, resolved to issue the Offer Shares. Following the issuance of Offer Shares in the Private Placement, the Company will have a share capital of 21,108,174.20, divided into 211,081,742 shares.

Allocation to investors will be communicated 20 March 2024, and the Private Placement is expected to be settled by the Managers on a delivery-versus-payment ("DvP") basis on or about 22 March 2024, subject to processing time with the Norwegian Register of Business Enterprises ("NRBE") pertaining to registration of the share capital increase (such registration to be notified in a separate stock exchange notice on the NRBE registration date). The DvP settlement of Offer Shares is facilitated by a pre-payment agreement entered into between the Company and the Managers (the "Pre-Payment Agreement").

The Offer Shares are not tradable on Euronext Growth Oslo before the share capital increase pertaining to the issuance of the Offer Shares has been registered with the NRBE and the share capital increase pertaining has been announced by the Company, expected on or about 21 March 2024.

The following close associate to persons discharging managerial responsibilities ("PDMRs") have been allocated the following Offer Shares in the Private Placement (a PDMR notification form will be published in a separate stock exchange notice):

- Kistefos AS, a company closely related to board director, Lars Petter Ottem Utseth, has been allocated 3,833,454 Offer Shares (equal to its pro-rata share) and will following completion of the Private Placement control 44,505,291 shares in the Company.

Furthermore, it is the intention of the Board to pursue an uplisting to a regulated marketplace operated by the Oslo Stock Exchange within 2024 post-completion of the Private Placement (always subject to favourable market conditions and the satisfaction of applicable listing requirements).

Subsequent offering and equal treatment considerations

Completion of the Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Private Limited Companies Act. When resolving the issuance of the Offer Shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the STA section 5-14, section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014. By structuring the Private Placement as a private placement, with a Subsequent Offering (as defined below), the Company was able to raise capital in an efficient manner, with a lower discount to the current trading price and a significantly lower completion risks compared to a rights issue and without the underwriting commissions normally associated with such rights offerings. On this basis, the Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement is in compliance with the equal treatment requirements.

To mitigate the dilution of existing shareholders not participating in the Private Placement, the Board has resolved to undertake a subsequent offering (the "Subsequent Offering") of up to 11,000,000 new shares directed towards the Company's shareholders as of close of trading 19 March 2024, as recorded in the Norwegian Central Securities Depository (Euronext Securities Oslo) on 21 March 2024, who (i) were not included in the "wall-crossing" 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 and (in jurisdictions other than Norway) would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The subscription price in the Subsequent Offering will be equal to the Offer Price. The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Offering. Over-subscription will be permitted for Eligible Shareholders. Subscription without subscription rights will not be permitted in the Subsequent Offering.

The Subsequent Offering is subject to i) the Board resolving to issue shares in the Subsequent Offering, ii) the publication of an offering prospectus pertaining to the Subsequent Offering and iii) the prevailing market price of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade at or below the subscription price (i.e. the Offer Price) in the Subsequent Offering at volumes equal to or above the number of shares in the Subsequent Offering.

Further information regarding the Subsequent Offering will be announced in separate stock exchange notices.

Legal advisors:

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

For more information, please contact:

Trond Figenschou Crantz, CEO

Email: trond.crantz@argeo.no

Phone: +47 976 37 273

About Argeo

Argeo is an Offshore Service company with a mission to transform the ocean surveying and inspection industry by utilising autonomous surface and underwater robotics solutions. Equipped with unique sensors and advanced digital imaging technology, the Autonomous Underwater Vehicles (AUV’s) will significantly increase efficiency and imaging quality in addition to contributing to significant reduction in CO2 emissions from operations for the global industry in which the Company operates. The Company’s highly accurate digital models and digital twin solutions are based on geophysical, hydrographic, and geological methods from shallow waters to the deepest oceans for the market segments Oil & Gas, Renewables, Marine Minerals and Offshore Installations. Argeo was established in 2017 and has offices in Asker (Oslo), Tromsø, Stockholm, Houston, and Singapore. Since its incorporation, Argeo has carried out complex projects for some of Norway’s largest companies in the field.

The company is listed on Euronext Growth Oslo under the ticker: ARGEO.

Please visit www.argeo.no for more information.

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. 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.

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 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 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 (EU) 2017/1129 as amended (together with any applicable implementing measures in any 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, 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 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 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 the 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 Managers nor any of their 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 affiliates accepts any liability arising from the use of this announcement.

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.