Argeo AS

Share Issue/Capital Change • Dec 20, 2022

Argeo: Private placement successfully placed

Argeo: Private placement successfully placed

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, 20 December 2022: Reference is made to the stock exchange release from Argeo AS ("Argeo" or the "Company") (Euronext Growth: ARGEO) published on 20 December 2022 regarding a contemplated private placement of up to NOK 50 million in gross proceeds (the “Private Placement”).

The Company is pleased to announce that it has allocated 30,300,000 new shares (the “Offer Shares”) in the Private Placement at a price per Offer Share of NOK 1.65 (the “Offer Price”), raising gross proceeds of NOK 50 million.

The Private Placement took place through an accelerated bookbuilding process managed by Clarksons Securities AS and SpareBank 1 Markets AS as joint bookrunners (the "Managers") after close of markets on 20 December 2022.

The net proceeds from the Private Placement will be used to invest in new equipment and data systems and further international expansion as well as for general corporate purposes.

Settlement of the Private Placement is divided into two tranches. The first tranche of the Private Placement (“Tranche 1”) consists of 8,516,160 Offer Shares (the “T1 Offer Shares”), and the second tranche of the Private Placement (“Tranche 2”) consists of 21,783,840 Offer Shares (the “T2 Offer Shares”). Issuance of the T2 Offer Shares will be subject to approval by an extraordinary general meeting of the Company (the “EGM”).

The board of directors of the Company (the "Board") has, pursuant an authorization granted by the annual general meeting on 16 June 2022 (the "Authorisation"), resolved to issue the T1 Offer Shares.

Investors will receive all of their allocated Offer Shares in Tranche 1 of the Private Placement, except for certain existing shareholders and new investors who have agreed to take delivery of all or part of their Offer Shares in Tranche 2 of the Private Placement.

Settlement of the T1 Offer Shares is expected to take place on or about 23 December 2022. The Company has entered into a prefunding agreement with the Managers to secure a delivery-versus-payment of the T1 Offer Shares. The T1 Offer Shares will thus be tradeable from (but not before) the registration of the share capital increase pertaining to the T1 Offer Shares in the Norwegian Register of Business Enterprises (the “NRBE”). Following the completion of Tranche 1 of the Private Placement, the Company will have a share capital of NOK 5 073 696,00 divided into 50 736 960 shares, each with a nominal value of NOK 0.10.

In order to settle the T2 Offer Shares, the Board has resolved to call for the EGM to be held on 28 December 2022 to, inter alia, issue the T2 Offer Shares and authorise the Board to issue up to 7,575,758 new shares in a Subsequent Offering (as defined below). The notice to the EGM will be published in a separate stock exchange announcement.

Payment of Tranche 2 is expected on or about 28 December 2022.

The following persons discharging managerial responsibilities (“PDMRs”) and close associates to PDMRs have been allocated the following Offer Shares in the Private Placement (PDMR notification forms will be published in separate stock exchange notices):

(*) Redback AS, a company closely related to chairman of the Board, Jan P. Grimnes, has been allocated 2,500,000 Offer Shares and will following completion of the Private Placement own 4,969,512 shares in the Company.

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 Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and 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 transaction as a private placement with a Subsequent Offering (as defined below), 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 7,575,758 new shares towards the Company's shareholders as of 20 December 2022 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS)) as of the end of 22 December 2022 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 for 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 further subject to i) approval of the EGM by the resolutions set out above, ii) the publication of an offering prospectus pertaining to the Subsequent Offering and iii) the prevailing market price of the Company's shares following 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 at or below the subscription price in the Subsequent Offering at meaningful volumes.

Advisors

Clarksons Securities AS and SpareBank 1 Markets AS is acting as Managers 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 (“AUVs”) will significantly increase efficiency and imaging quality in addition to contribute 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 document 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 "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 Managers are 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.