Astrocast SA

M&A Activity • Nov 24, 2022

Astrocast: Hiber has notified termination of contract

Astrocast: Hiber has notified termination of contract

LAUSANNE, Switzerland, 24 November 2022 – Astrocast

On 30 May 2022, Astrocast SA ("Astrocast") announced an agreement for the contemplated acquisition of Hiber B.V. ("Hiber"), a Netherland-based, IoT-as-a-Service provider (the "Agreement"). Under the Agreement, Astrocast agreed to acquire all of Hiber’s shares in exchange for the issuance of new Astrocast shares. The acquisition was conditioned on the completion of Astrocast’s proposed public offering on Euronext Growth Paris and other customary closing conditions. The Agreement is subject to a long stop date on 30 November 2022 (the "Long Stop Date").

Astrocast has now received a notification from Hiber and certain of its shareholders that they terminate the Agreement with effect from the Long Stop Date. From the received notice of termination, Astrocast also understands that Hiber is claiming an obligation for Astrocast to grant a convertible loan in the amount of EUR 1,500,000, allegedly due pursuant to the Agreement. Hiber has informed that it is referring the matter of the convertible loan grant to mediation and dispute resolution in arbitration under the provisions of the Agreement.

Astrocast disputes that there is a basis for the claim against the Company as made by Hiber and will assess all legal remedies to support its position.

Due to challenging market conditions for fundraising the last six months, the liquidity for the Company has been tight. The Company has been able to fund requirements for existing operations through convertible notes issued by existing investors. The Company will continue to assess strategic alternatives for strengthening its financial position on a long-term basis.

Contact details

For investors

Kjell Karlsen, Chief Financial Officer

Investors@astrocast.com

Media Contact Astrocast

Fatima Vigil, Head of Marketing

media@astrocast.com

About Astrocast

Astrocast SA operates one of the world’s most advanced global nanosatellite IoT networks, offering services in industries such as Agriculture & Livestock, Maritime, Environmental, Connected Vehicles, and Oil, Gas & Mining to name a few. The Astrocast network enables companies to monitor, track, assess, and communicate with remote assets from anywhere in the world. In partnership with Airbus, CEA/LETI, ESA, and Thuraya, Astrocast developed Astronode S, a cutting-edge module featuring low profile L-band antenna, ultra-low power consumption, and a small form factor. Founded in 2014 by a renowned team of experts, Astrocast designs, develops, and tests all its products in-house, from the satellites to the terminals. Astrocast is listed on Euronext Growth Oslo.

For more information visit www.astrocast.com

Important notice:

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Kjell Karlsen, Chief Financial Officer, Astrocast SA, on the time and date set out above in the announcement.

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 of the Company.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

Forward-looking statements

This announcement contains statements regarding the prospects and growth strategies of the Company. These statements are sometimes identified by the use of the future or conditional tense, or by the use of forward-looking terms such as “considers”, “envisages”, “believes”, “aims”, “expects”, “intends”, “should”, “anticipates”, “estimates”, “thinks”, “wishes” and “might”, or, if applicable, the negative form of such terms and similar expressions or similar terminology. Such information is not historical in nature and should not be interpreted as a guarantee of future performance. Such information is based on data, assumptions, and estimates that the Company considers reasonable. Such information is subject to change or modification based on uncertainties in the economic, financial, competitive or regulatory environments. The Company’s forward-looking statements speak only as of the date of this announcement. Absent any applicable legal or regulatory requirements, the Company expressly disclaims any obligation to release any updates to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances, on which any forward-looking statement contained in this announcement is based.

The Company operates in a competitive and rapidly evolving environment; it is therefore unable to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the occurrence of a risk or combination of risks could have significantly different results from those set out in any forward-looking statements, it being noted that such forward-looking statements do not constitute a guarantee of actual results.