Hunter Group ASA

Prospectus • Feb 14, 2024

Hunter Group ASA - Approval and publication of prospectus, and listing of shares

Hunter Group ASA - Approval and publication of prospectus, and listing of shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Hunter Group ASA (the "Company") refers to the stock exchange notices in

connection with:

(a) the private placement of 14,333,333 new shares, each at a subscription price

of NOK 1.50, raising gross proceeds of NOK 21.5 million (the "December Private

Placement"); (b) the private placement of 70,857,143 new shares, each at a

subscription price of NOK 1.75, raising gross proceeds of USD 12 million (the

"January Private Placement", and together with the December Private Placement,

collectively the "Private Placements"); (c) the subsequent offering of 6,666,666

new shares, each at an offer price of NOK 1.50, directed to eligible

shareholders (the "NOK 1.50 Offering"); and (d) the subsequent offering of

14,200,000 new shares, each at an offer price of NOK 1.75, directed to eligible

shareholders (the "NOK 1.75 Offering", and together with the NOK 1.50 Offering,

collectively the "Subsequent Offerings").

Today, on 14 February 2024, the Financial Supervisory Authority of Norway (the

"NFSA") approved a prospectus for the listing of the shares recorded on the

separate interim ISIN in connection with the Private Placements, and for the

offering and listing of the new shares in the Subsequent Offerings.

Following approval and publication of the prospectus, the 79,690,476 shares,

currently recorded on a separate ISIN, will be tradable and listed on Euronext

Expand Oslo. Consequently, the Company will have a total of 113,958,577 freely

tradable shares outstanding.

The prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available at www.dnb.no/emisjoner and

https://transaksjoner.fearnleysecurities.com. The prospectus contains the

complete terms and conditions of the Subsequent Offerings.

*** The NOK 1.50 Offering ***

The NOK 1.50 Offering will, subject to regulatory restrictions in certain

jurisdictions, be made available to shareholders as of 30 November 2023, as

registered in the Company's register of shareholders with Euronext Securities

Oslo (VPS) on 4 December 2023.

Eligible Shareholders will be granted 0.235 subscription rights for each share

held rounded down to the nearest whole subscription right, each giving the right

to subscribe for one share in the Company.

The subscription period is expected to commence on 16 February 2024. The

subscription period will last for two weeks. Oversubscription is permitted, and

subscribing shareholders will receive a minimum allocation of their pro-rata

shareholding.

*** The NOK 1.75 Offering ***

The NOK 1.75 Offering will, subject to regulatory restrictions in certain

jurisdictions, be made available to shareholders as of 10 January 2024, as

registered in the Company's register of shareholders with Euronext Securities

Oslo (VPS) on 12 January 2024.

Eligible Shareholders will be granted 0.46341 subscription rights for each share

held rounded down to the nearest whole subscription right, each giving the right

to subscribe for one share in the Company.

The subscription period is expected to commence on 19 February 2024. The

subscription period will last for two weeks. Oversubscription is permitted, and

subscribing shareholders will receive a minimum allocation of their pro-rata

shareholding.

DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS (collectively,

the "Managers") act as Joint Bookrunners in connection with the Private

Placements and the Subsequent Offerings. Ro Sommernes Advokatfirma DA acts as

legal advisor to the Company in connection with the Private Placements and the

Subsequent Offerings.

Contact:

Erik A.S. Frydendal, CEO, ef@huntergroup.no, Ph.: +47 957 72 947

Lars M. Brynildsrud, CFO, lb@huntergroup.no, Ph.: +47 932 60 882

This stock exchange announcement is made pursuant to section 5-12 of the

Norwegian Securities Trading Act.

Forward looking statements: This announcement includes forward-looking

statements, relating inter alia to non-historical statements, and the Subsequent

Offerings. These forward-looking statements are subject to numerous risks,

uncertainties and assumptions, changes in market conditions and other risks.

Forward-looking statements reflect knowledge and information available at, and

speak only as of, the date they are made. Except as required by law, the Company

undertakes no obligation to update or revise publicly any forward-looking

statements, whether as a result of new information, future events or otherwise,

after the date hereof or to reflect the occurrence of unanticipated events.

Readers are cautioned not to place undue reliance on such forward -looking

statements.

Disclaimer: This announcement is made by, and is the responsibility of, the

Company. The Managers and their affiliates are acting exclusively for the

Company and no-one else in connection with the transactions described in this

announcement. They will not regard any other person as their respective clients

in relation to the transactions described in this announcement and will not be

responsible to anyone other than the Company, for providing the protections

afforded to their respective clients, nor for providing advice in relation to

the transactions described in this announcement, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers

and any of their affiliates, acting as investors for their own accounts, may

subscribe for or purchase securities and in that capacity may retain, purchase,

sell, offer to sell or otherwise deal for their own accounts in such securities

of the Company or related investments in connection with the transactions

described in this announcement or otherwise. Accordingly, references in any

subscription materials to the securities being issued, offered, subscribed,

acquired, placed or otherwise dealt in should be read as including any issue or

offer to, or subscription, acquisition, placing or dealing by, the Managers and

any of their affiliates acting as investors for their own accounts. The Managers

do not intend to disclose the extent of any such investment or transactions

otherwise than in accordance with any legal or regulatory obligations to do so.