Argeo AS

Share Issue/Capital Change • Jun 29, 2023

Argeo: Private placement successfully completed

Argeo: Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.

Asker, 29 June 2023: Reference is made to the stock exchange release from Argeo AS ("Argeo" or the "Company") (Euronext Growth: ARGEO) published on 29 June 2023 at 16:30 regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares") at a fixed price per Offer Share of NOK 2.75 (the "Subscription Price").

The Company is pleased to announce that it has allocated 15,576,168 Offer Shares in the Private Placement at the Subscription Price, raising gross proceeds of approximately NOK 43 million.

The Private Placement took place through an accelerated bookbuilding process managed by SpareBank 1 Markets AS as sole bookrunner (the "Manager") after close of markets on 29 June 2023.

The net proceeds from the Private Placement will be used to fund CAPEX and working capital until the Company expects to reach positive operational cash flow.

The Company's board of directors (the "Board") has, pursuant an authorization granted by the annual general meeting on 15 June 2023 (the "Authorisation"), resolved to allocate and issue a total of 15,576,168 Offer Shares.

Settlement of the Offer Shares is expected to take place on or about 4 July 2023. The Company has entered into a prefunding agreement with the Manager to secure a delivery-versus-payment (DvP) of the Offer Shares. The Offer Shares will be tradeable from (but not before) the registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises (the “NRBE”). Following completion of the Private Placement, the Company will have a share capital of NOK 9,172,067.30 divided into 91,720,673 shares, each with a nominal value of NOK 0.10.

The following persons discharging managerial responsibilities (“PDMRs”) and close associates to PDMRs have been allocated the following Offer Shares in the Private Placement:

- Redback AS, a company closely related to chair of the Board, Jan P. Grimnes, has been allocated 1,200,000 Offer Shares and will following completion of the Private Placement own 6,169,512 shares in the Company.

- Kistefos AS, a company closely related to Board member, Lars Petter Ottem Utseth, was allocated 5,454,545 Offer Shares and will following completion of the Private Placement own 16,371,837 shares in the Company.

PDMR notification forms will be published in separate stock exchange notices.

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 New Shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the Private Limited Liability Companies Act and Euronext Growth Oslo Rule Book II for companies listed on the Oslo Growth Oslo, as well as the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. 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. By structuring the Private Placement as a private placement, the Company was able to raise capital in an efficient manner with significantly lower completion risks compared to a rights issue.

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 5,454,545 new shares towards the Company's shareholders as of 29 June 2023 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS)) as of the end of 3 July 2023 who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful or (in jurisdictions other than Norway) would require any filing, registration or similar action. The subscription price in the Subsequent Offering will be equal to the Subscription price in the Private Placement.

The Subsequent Offering is subject to, inter alia, (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Company's Board and (iii) publication of an offering prospectus, which will be issued as soon as practical following completion of 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 around or below the Subscription price in the Subsequent Offering at meaningful volumes.

Advisors

SpareBank 1 Markets AS is acting as sole bookrunner in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company in the Private Placement.

This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth Oslo. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Odd Erik Rudshaug, Chief Financial Officer, at Argeo AS on the date and time provided.

For more information, please contact:

Trond Figenschou Crantz, CEO Argeo AS

Email: trond.crantz@argeo.no

Phone: +47 976 37 273

About Argeo | www.argeo.no

Argeo is an Offshore Service company with a mission to transform the ocean surveying and inspection industry by utilizing 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.

Important information

This notice is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.

The Manager is acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.