Desert Control AS

Share Issue/Capital Change • Sep 28, 2023

Desert Control AS: Key information regarding potential repair offering

Desert Control AS: Key information regarding potential repair 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, 28 September 2023. Reference is made to the announcement by Desert Control

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

private placement of 10,000,000 new shares in the Company (the "Private

Placement") at a fixed subscription price of NOK 6.75 (the "Offer Price").

The Company intends to carry out a subsequent share offering (the "Subsequent

Offering") with non-tradeable subscription rights of up to 2,222,222 new shares

in the Company at the Offer Price, which, subject to applicable securities law,

will be directed towards shareholders of the Company as of 28 September 2023 (as

registered in the VPS two trading days thereafter), 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 would (in jurisdictions other than

Norway) require any prospectus, filing, registration or similar action (the

"Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable

subscription rights.

Date for announcement of terms: 28 September 2023

Last day including right to receive subscription rights: 28 September 2023

First day excluding right to receive subscription rights: 29 September 2023

Record date: 2 October 2023

Date of approval: On or about 13 October 2023 (Extraordinary General Meeting

grant of authorisation)

Maximum number of new shares: 2,222,222

Subscription price: NOK 6,75

Shall the subscription rights be listed: No

The Subsequent Offering will be subject to, among other things, (i) completion

of the Private Placement, (ii) relevant corporate resolutions including approval

by the extraordinary general meeting, (iii) prevailing market price of the

Company's shares being higher than the Offer Price, and (iv) publication of a

national prospectus pursuant to section 7-9 of the Norwegian Securities Trading

Act. The Company reserves the right in its sole discretion to not conduct or

cancel the Subsequent Offering. The Board will propose that a general meeting,

expected to be held on or about 13 October 2023, resolves an authorisation for

the Board of Directors to implement the Subsequent Offering on the terms and

conditions set out above.

The subscription period in the Subsequent Offering will, subject to the above

conditions, commence shortly after registration and publication of a national

prospectus pursuant to section 7-9 of the Norwegian Securities Trading Act.

Arctic Securities AS and Pareto Securities AS (the "Managers") are acting as

Joint Bookrunners in the Private Placement and the Subsequent Offering.

Advokatfirmaet Selmer AS is acting as legal advisor to Desert Control, while

Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers in

connection with the Private Placement.

About Desert Control:

Desert Control AS is a Norwegian company specializing in combating

desertification. Their flagship technology, Liquid NanoClay (LNC),

revolutionizes arid land management. By mixing clay and water into a

nanoparticle suspension, LNC enhances soil structure, significantly improving

water retention capacity. This breakthrough allows for successful vegetation

growth, supporting agriculture and reforestation. LNC's applications range from

transforming barren landscapes into fertile grounds to promoting sustainable

agricultural practices in water-scarce regions. Desert Control's innovation

marks a critical stride towards a greener and more sustainable future,

mitigating desertification's adverse impacts and fostering climate resilience.

For the latest news, go to www.desertcontrol.com or follow us on LinkedIn.

For more information, please contact:

Ole Kristian Sivertsen, CEO Desert Control

Email: oks@desertcontrol.com

Tel: +47 95 77 77 77

This information is published in accordance with the requirements of the

Continuing Obligations for companies listed on Euronext Growth Oslo and section

5-12 of the Norwegian Securities Trading Act.

Important notice:

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.

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 announcement is not an offer for sale of securities in the United States.

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. 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 of the

European Parliament and of the Council, of 14 June 2017, (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.

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 Private Placement. They will not regard any other

person as their respective clients in relation to the Private Placement 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 Private Placement, the contents of this announcement or any

transaction, arrangement or other matter referred to herein.

Solely for the purposes of the product governance requirements contained within:

(a) EU Directive 2014/65/EU on markets in financial instruments, as amended

("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)

2017/593 supplementing MiFID II; and (c) local implementing measures (together,

the "MiFID II Product Governance Requirements"), and disclaiming all and any

liability, which any "manufacturer" (for the purposes of the MiFID II Product

Governance Requirements) may otherwise have with respect thereto, the Offer

Shares in the Private Placement have been subject to a product approval process,

which has determined that they each are: (i) compatible with an end target

market of retail investors and investors who meet the criteria of professional

clients and eligible counterparties, each as defined in MiFID II (the "Positive

Target Market"); and (ii) eligible for distribution through all distribution

channels as are permitted by MiFID II (the "Appropriate Channels for

Distribution"). Distributors should note that: the price of the Offer Shares may

decline and investors could lose all or part of their investment; the Offer

Shares offer no guaranteed income and no capital protection; and an investment

in the Offer Shares is compatible only with investors who do not need a

guaranteed income or capital protection, who (either alone or in conjunction

with an appropriate financial or other adviser) are capable of evaluating the

merits and risks of such an investment and who have sufficient resources to be

able to bear any losses that may result therefrom. Conversely, an investment in

the Offer Shares is not compatible with investors looking for full capital

protection or full repayment of the amount invested or having no risk tolerance,

or investors requiring a fully guaranteed income or fully predictable return

profile (the "Negative Target Market" and, together with the Positive Target

Market, the "Target Market Assessment").

The Target Market Assessment is without prejudice to the requirements of any

contractual, legal or regulatory selling restrictions in relation to the Private

Placement. For the avoidance of doubt, the Target Market Assessment does not

constitute: (a) an assessment of suitability or appropriateness for the purposes

of MiFID II; or (b) a recommendation to any investor or group of investors to

invest in, or purchase, or take any other action whatsoever with respect to the

Offer Shares. Each distributor is responsible for undertaking its own Target

Market Assessment in respect of the Offer Shares in the Private Placement and

determining appropriate distribution channels.

In connection with the Private Placement, the Managers and any of their

affiliates, acting as investors for their own accounts, may subscribe for or

purchase shares and in that capacity may retain, purchase, sell, offer to sell

or otherwise deal for their own accounts in such shares and other securities of

the Company or related investments in connection with the Private Placement or

otherwise. Accordingly, references in any subscription materials to the shares

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, such Manager 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.

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.