Desert Control AS

Share Issue/Capital Change • Nov 1, 2023

Desert Control AS: Launch of Subsequent Offering

Desert Control AS: Launch of Subsequent Offering

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

OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,

ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE

"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION

OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH

THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 1 November 2023. Reference is made to the stock exchange notice from

Desert Control AS ("Desert Control" or the "Company") on 28 September 2023 with

key information in relation to a subsequent offering (the "Subsequent Offering")

of up to 2,222,222 new shares (the "Offer Shares") at a subscription price of

NOK 6.75 per share (the "Offer Price"). The Offer Price is similar to the offer

price in the private placement of new shares that was successfully placed on 28

September 2023 (the "Private Placement").

The Company has resolved to proceed with the Subsequent Offering, which may

raise total gross proceeds of up to approx. NOK 15 million. The Subsequent

Offering will be directed towards existing shareholders in the Company as of the

end of trading on 28 September 2023, as registered in the Norwegian Central

Securities Depositary ("Verdipapirsentralen" or "VPS") on 2 October 2023 (the

"Record Date"), 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, or for jurisdictions other than Norway, would require any

filing, registration or similar action (the "Eligible Shareholders").

Each Eligible Shareholder will be granted 0.092566 non-transferable subscription

rights for each existing share registered as held by such Eligible Shareholder

as of the Record Date. The number of subscription rights granted to each

Eligible Shareholder will be rounded down to the nearest whole subscription

right. Each subscription right will give the right to subscribe for, and be

allocated, one (1) share in the Subsequent Offering. Over-subscription is

permitted, but the Subsequent Offering is limited to 2,222,222 Offer Shares and

there can be no assurance that shares will be allocated for such subscriptions.

Subscription without subscription rights is not permitted. Subscription rights

that are not used to subscribe for Offer Shares before the expiry of the

Subscription Period will have no value and will lapse without compensation to

the holder.

The subscription period for the Subsequent Offering commences on 2 November 2023

09:00 CET and ends on 16 November 2023 at 16:30 CET (the "Subscription Period").

The Company, in consultation with the Managers (as defined below), reserves the

right to extend the Subscription Period for the Subsequent Offering at any time

and without any prior written notice and at its sole discretion. The terms and

conditions for the Subsequent Offering are set out in a national prospectus

prepared by the Company in accordance with the rules in the Securities Trading

Act chapter 7 (the "Prospectus"). The Prospectus has been registered with the

Norwegian Register of Business Enterprises today and is available at the

Managers' websites (www.arctic.com/offerings and

www.paretosec.com/transactions). The Prospectus is a national prospectus (Nw.

nasjonalt prospekt) and neither the Financial Supervisory Authority of Norway

(Nw. Finanstilsynet) nor any other public authority has carried out any form of

review, control or approval of the Prospectus.

The due date for payment of the Offer Shares is expected to be on 21 November

2023. The Offer Shares will, after registration of the share capital increase in

the Norwegian Register of Business Enterprises pertaining to the Offer Shares,

be registered in the VPS in book-entry form and are expected to be delivered to

the applicant's VPS account on or about 28 November 2023. The Offer Shares will

have equal rights and rank pari passu with the Company's other shares.

Completion of the Subsequent Offering is subject to (i) all necessary corporate

resolutions being validly made by the Company, including the board of directors

resolving to consummate the Subsequent Offering and issue and allocate the Offer

Shares based on the authorization granted by the extraordinary general meeting

of the Company held on 13 October 2023, and (ii) registration of the share

capital increase pertaining to the Subsequent Offering with the Norwegian

Register of Business Enterprises and delivery of the Offer Shares to the

subscribers in the VPS.

Arctic Securities AS and Pareto Securities AS are acting as managers for the

Subsequent Offering (the "Managers"). Advokatfirmaet Selmer AS is acting as

legal counsel to the Company, and Advokatfirmaet Thommessen AS is acting as

legal advisor to the Managers.

For more information, please contact:

Ole Kristian Sivertsen, CEO Desert Control

Email: oks@desertcontrol.com

Mobile: +47 95 77 77 77

Leonard Chaparian, CFO Desert Control

Email: leonard.chaparian@desertcontrol.com

Mobile: +47 90 66 55 40

About Desert Control

Desert Control specializes in climate-smart AgTech solutions to combat

desertification, soil degradation, and water scarcity. Its patented Liquid

Natural Clay (LNC) restores and enhances soil ecosystems to reduce water usage

and improve the efficiency of fertilizers and natural resources for agriculture,

forests, and green landscapes. LNC enables sandy and arid soil to retain water

and nutrients, thus increasing crop yields, plant health, and ecosystem

resilience while preserving water and natural resources by up to 50%.

For more information, visit https://www.desertcontrol.com

Important notice:

This information is subject to the disclosure requirements pursuant to Section 5

-12 the Norwegian Securities Trading Act.

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. Neither the Managers nor any of its respective

affiliates or any of their respective directors, officers, employees, advisors

or agents accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any information

has been omitted from the announcement) or any other information relating to the

Company, its subsidiaries or associated companies, whether written, oral or in a

visual or electronic form, and howsoever transmitted or made available, or for

any loss howsoever arising from any use of this announcement or its contents or

otherwise arising in connection therewith. This announcement has been prepared

by and is the sole responsibility of the Company.

This announcement is not an offer for sale of securities. 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 "U.S. Securities Act"), and may

not be offered or sold in the United States absent registration with the U.S.

Securities and Exchange Commission or an exemption from, or in a transaction not

subject to, the registration requirements of the U.S. Securities Act and in

accordance with applicable U.S. state securities laws. The Company does not

intend to register any securities referred to herein in the United States or to

conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a set of subscription materials provided to potential investors.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

subscription material.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States, Australia, Canada, Japan, The

Hong Kong Special Administrative Region of the People's Republic of China, South

Africa or any other jurisdiction where to do so would constitute a violation of

the relevant laws of such jurisdiction. The publication, distribution or release

of this announcement may be restricted by law in certain jurisdictions and

persons into whose possession any document or other information referred to

herein should inform themselves about and observe any such restriction. Any

failure to comply with these restrictions may constitute a violation of the

securities laws of any such jurisdiction.

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. 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. Forward-looking statements speak

only as of the date they are made and cannot be relied upon as a guide to future

performance. The Company, the Managers and their respective affiliates expressly

disclaims any obligation or undertaking to update, review or revise any forward

-looking statement contained in this announcement whether as a result of new

information, future developments or otherwise. 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 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.