Nordic Unmanned ASA

Capital/Financing Update • Oct 12, 2023

Nordic Unmanned ASA announces agreement with lenders and launches contemplated private placement

Nordic Unmanned ASA announces agreement with lenders and launches contemplated private placement

12.10.2023 16:33:50 CEST | Nordic Unmanned | Additional regulated information

required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES

NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Nordic Unmanned ASA ("Nordic Unmanned" or the "Company") (ticker: NUMND) refers

to its announcement on 27 March 2023 regarding the engagement of Pareto

Securities AS to advise on and evaluate certain strategic options, including

partnerships, in order to support the next growth phase of the Company and

unlock shareholder value, as well as the update on the strategic review process

included in the Company presentation for the second quarter of 2023, published

on 29 August 2023.

The Company is pleased to announce that it has reached an agreement with its

secured bank lenders on a refinancing of its existing secured debt obligations

in the form of a binding term sheet subject to certain conditions. The profile,

duration and terms and conditions of the refinancing will provide sufficient

runway and flexibility, subject to the Company raising NOK 50 million in new

equity by 31 October 2023.

The key terms of the agreement with the secured bank lenders are as follows:

* Refinancing of the existing EUR 12.3 million term loan with a new EUR 12.3

million term loan facility with 5 years duration, a EUR 2.9 million working

capital facility and a EUR 0.6 million facility for contractual performance

guarantees. The term loan has an amortization grace until 15 September 2025

and thereafter quarterly instalments of EUR 400,000 until termination date;

* Term loan interest rate EURIBOR + 350 bps (down from +500 bps);

* First interest payment 30 June 2024 (all accumulated interest to be paid),

thereafter every quarter;

* The refinancing proposal is subject to new equity of minimum NOK 50 million

and replacement of financial covenants with a favorable minimum liquidity

requirement;

* The refinancing is contemplated to be carried out in a subsidiary of the

Company as part of a reorganization of the group's activities, and the

refinanced facilities will be secured by, i.a., share pledges, guarantee from

the Company and the group's assets.

For further details, please see the attached company presentation which

addresses that the Company is refinanced, rightsized and revitalized.

The Company has retained Pareto Securities AS as sole global coordinator and

sole bookrunner (the "Manager") to advise on and effect a contemplated private

placement of new ordinary shares in the Company (the "Offer Shares"), for gross

proceeds of a minimum of NOK 50 million and a maximum of NOK 70 million (the "

Offer Size") (the "Private Placement").

The subscription price per Offer Share (the "Offer Price") is NOK 0.50 per Offer

Share.

The net proceeds to the Company from the Private Placement will be used to cover

CAPEX in connection with contractual obligations, working capital requirements,

satisfy the requirement for new equity in connection with the refinancing of

existing secured debt obligations in the Company, as well as for general

corporate purposes.

Tjelta Eiendom AS, an investment company wholly owned by Viggo Tjelta, has

pre-committed to subscribe for, and will be allocated, Offer Shares for NOK 50

million at the Offer Price in the Private Placement.

Application period

The application period for the Private Placement commences today, 12 October

2023, at 16:30 hours CEST and ends on 13 October 2023 at 08:00 hours CEST. (the

"Application Period"). The Company may extend or shorten the Application Period

at any time and for any reason on short, or without, notice. If the Application

Period is extended or shortened, the other dates referred to herein might be

changed accordingly.

Selling restrictions

The Private Placement will be made by the Company to investors subject to

applicable exemptions from relevant prospectus requirements in accordance with

Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007, and

is directed towards investors subject to available exemptions from relevant

registration requirements, (i) outside the United States in reliance on

Regulation S under the US Securities Act of 1933, as amended (the "US Securities

Act") and (ii) in the United States to "qualified institutional buyers" (QIBs),

as defined in Rule 144A under the US Securities Act, pursuant to an exemption

from the registration requirements under the US Securities Act, as well as to

"major U.S. institutional investors" as defined in Rule 15a-6 under the United

States Exchange Act of 1934.

The minimum subscription and allocation amount in the Private Placement will be

a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The

Company may offer and allocate amounts below the NOK equivalent of EUR 100,000

in the Private Placement to the extent exemptions from prospectus requirements,

in accordance with applicable regulations, including the Norwegian Securities

Trading Act, Regulation (EU) 2017/1129 on prospectuses for securities and

ancillary regulations, are available.

Allocation

The allocation of Offer Shares will be made at the sole discretion of the Board

(in consultation with the Manager), however so that Tjelta Eiendom AS will

receive full allocation for the pre-committed NOK 50 million. The Board will

focus on criteria such as, but not limited to, existing ownership in the

Company, timeliness of the application, relative order size, sector knowledge,

perceived investor quality and investment horizon. The Company may, at its sole

discretion, set a maximum allocation to any applicant as well as reject or

reduce any application in whole or in part. Allocation of Offer Shares totaling

a lower amount than applied for does not affect the applicant's obligation to

subscribe for and pay for the Offer Shares allocated.

Notification of conditional allocation and payment instruction is expected to be

sent by the Manager on or about 13 October 2023. The allocated Offer Shares will

not, however, be tradeable before registration of the share capital increase

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

(the "NRBE") has occurred, expected on or about 31 October 2023.

Conditions for completion

Completion of the Private Placement is subject to (i) the Board resolving to

consummate the Private Placement and conditionally allocate the Offer Shares,

(ii) an extraordinary general meeting of the Company (the "EGM") resolving to

(a) approve the Private Placement and issue the Offer Shares, (b) approve a

share capital reduction in the Company by reducing the par value of the

Company's shares from the current NOK 1.00 to NOK 0.35, and (c) approve Viggo

Tjelta and Snorre Haukali (close associate to Viggo Tjelta) as new Board members

to replace current Board members Andreas Pay and Jan Henrik Jelsa (the "Board

Member Alteration"), (iii) obtaining a credit approved term sheet for the

refinancing of existing secured debt obligations in the Company, (iv) the

Pre-Payment Agreement (as defined below) remaining in full force and effect, (v)

the share capital increase pertaining to the issuance of the Offer Shares being

validly registered with the NRBE, and (vi) the Offer Shares being validly issued

and registered in the Norwegian Central Securities Depository, Euronext

Securities Oslo ("VPS") - (jointly the "Conditions").

The EGM will be called for as soon as possible after expiry of the Application

Period and the Board having approved the allocation of Offer Shares, and is

expected to be held on or about 27 October 2023.

The Private Placement will be cancelled if the Conditions are not met. The

Company reserves the right to cancel and/or modify the terms of the Private

Placement for any reason prior to the Conditions having been met. Neither the

Manager nor the Company will be liable for any losses by applicants if the

Private Placement is cancelled and/or modified, irrespective of the reason for

such cancellation or modification.

Settlement

The date for settlement of the Private Placement is expected to be on or about 1

November 2023 (the "Settlement Date"), subject to, among other things, any

shortening or extensions of the Application Period, the actual date of the EGM,

handling time for registration of the share capital increase relating to the

Private Placement in the NRBE and fulfillment of the Conditions.

The Offer Shares are expected to be pre-paid by the Manager pursuant to a

pre-payment agreement (the "Pre-Payment Agreement") expected to be entered into

between the Company and the Manager, in order to facilitate prompt registration

of the share capital increase pertaining to the issue of Offer Shares in the

NRBE and delivery-versus-payment (DVP) settlement with investors.

The Offer Shares allocated in the Private Placement will be tradable on Euronext

Growth Oslo when the new share capital relating to the Private Placement has

been registered with the NRBE and the Offer Shares have been registered by the

VPS, expected on or about 31 October 2023, subject to the Conditions having been

met.

Lock-ups

The Company, Tjelta Eiendom AS and members of the Company's executive management

have agreed to a 6 months lock-up, subject to customary exemptions in connection

with the Private Placement.

Subsequent Offering and equal treatment considerations

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act, the Euronext Growth Rule

Book Part II and Oslo Børs' circular no. 2/2014, and the Board is of the opinion

that the waiver of the preferential rights inherent in a private placement,

taking into consideration the time, costs and risk of alternative methods of

securing the desired funding, is in the common interest of the shareholders of

the Company.

The Company may, subject to completion of the Private Placement and certain

other conditions, decide to carry out a subsequent repair offering of up to NOK

35 million, which is equivalent to 70,000,000 new shares, at the Offer Price in

the Private Placement (the "Subsequent Offering"). The Subsequent Offering, if

carried out, will primarily, subject to applicable securities law, be directed

towards existing shareholders in the Company as of 12 October 2023 (as

registered in the VPS two trading days thereafter), who (i) were not allocated

Offer Shares in the Private Placement, and (ii) are not resident in a

jurisdiction where such offering would be unlawful or would (in jurisdictions

other than Norway) require any prospectus, filing, registration or similar

action (the "Eligible Shareholders"). These Eligible Shareholders will receive

non-transferable subscription rights in the subsequent repair offering. However,

subscription without subscription rights from investors other than the Eligible

Shareholders will also be allowed in the subsequent repair offering.

The allocation hierarchy in the Subsequent Offering will be as follows:

1. Shares shall be allocated to Eligible Shareholders who have subscribed with

subscription rights.

2. Unallocated shares following a) shall be allocated to Eligible Shareholders

who have over-subscribed with subscription rights (on a pro rata basis).

3. Unallocated shares following b) shall be allocated to investors other than

the Eligible Shareholders who have subscribed without subscription rights

(the Board reserves the right to allocate c) at their sole discretion (in

consultation with the Manager)).

The potential Subsequent Offering is subject to approval by the EGM to authorize

the Board to issue new shares in the Subsequent Offering. Launch of a Subsequent

Offering, if carried out, may also be contingent on publishing of a prospectus.

Advisors

Pareto Securities AS is acting as sole global coordinator and sole bookrunner in

connection with the Private Placement.

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

connection with the Private Placement.

Advokatfirmaet Thommessen AS is acting as legal councel to the Company in the

now completed strategic review and in the process of reaching an agreement with

the lenders.

Contacts

* Stig H. Christiansen, CEO, Nordic Unmanned ASA, +47 478 07 813,

shc@nordicunmanned.com

* Lars A. Landsnes, CFO & COO, Nordic Unmanned ASA, +47 95140370,

ll@nordicunmanned.com

* Thomas A. Ladsten, CLO, Nordic Unmanned ASA, +47 99 29 46 02,

tal@nordicunmanned.com

Disclosure

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 MAR article 17 and section 5-12 of the Norwegian Securities Trading

Act. This stock exchange announcement was published by Lars A. Landsnes, CFO on

12 October 2023, at 16:30 CEST.

About Nordic Unmanned

Nordic Unmanned is a leading European manufacturer (OEM), reseller and certified

operator of unmanned aircraft systems ("UAS").

We are serving large corporations, government agencies and security customers by

offering systems, solutions and flight services for environmentally friendly

delivery of productivity improvements and time critical, actionable data

insights and logistics services.

Our solutions and services are organized in the three business segments as

follows:

Flight Services: is a technology-agnostic flight services operator providing

time-critical actionable data to large corporate and governmental customers. The

segment also includes NUAer AS and Resale.

AirRobot: is an Equipment Manufacturer (OEM) with a leading product platform in

lightweight drones and sensors (payloads) tailored for defense and security.

DroneMatrix: is an Equipment Manufacturer (OEM) offering a fully integrated and

autonomous drone system with proprietary software for surveillance and security.

Nordic Unmanned is ISO 9001:2015 and ISO 14001:2015 certified for the operation,

maintenance, and sales of unmanned systems and sensor technology. AirRobot is

ISO 9001:2015 and EN 9100:2018 certified for its development and production

capabilities of unmanned systems.

Founded in Norway in 2014, Nordic Unmanned has offices in Sandnes (NO), Molde

(NO), Cranfield (UK), Hasselt (BE) and Arnsberg (GER). Nordic Unmanned also

comprise joint venture - Omni Unmanned SA with OHI Group SA (registered in

Luxemburg) and joint venture - NUAer AS with Aeromon OY (registered in Norway).

For more information visit - https://nordicunmanned.com/

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. 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.

The securities referred to in this announcement have not been and will not be

registered under 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 or their securities 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 EEA 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 2017/1129 as amended together with any

applicable implementing measures in any EEA 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 believes that these assumptions were

reasonable when made, the 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 the

Company's control.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, 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

forward-looking statements. The Company does not provide any guarantees 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 any 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 Manager nor any of its affiliates make

any representation as to the accuracy or completeness of this announcement and

none of them accept 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 in the Company. Neither the Manager

nor any of its affiliates accept any liability arising from the use of this

announcement.

This announcement is an advertisement and is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 on prospectuses to be published when securities are offered to the

public or admitted to trading on a regulated market, and repealing Directive

2003/71/EC (as amended) as

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847587/2666/3710/Download%20announcement

%20as%20PDF.pdf

Nordic Unmanned ASA Investor presentation.pdf -

https://kommunikasjon.ntb.no/ir-files/17847587/2666/3708/Nordic%20Unmanned%20ASA

%20Investor%20presentation.pdf