Nordic Unmanned ASA

Share Issue/Capital Change • Jun 2, 2022

Nordic Unmanned - Contemplated private placement

Nordic Unmanned - Contemplated private placement

2.6.2022 17:13:28 CEST | Nordic Unmanned | Additional regulated information

required to be disclosed under the laws of a member state

Sandnes, 2 June 2022 - Nordic Unmanned ASA ("Nordic Unmanned" or the "Company")

contemplates a private placement of new shares (the "Offer Shares") in the

Company, with gross proceeds between NOK 50-80 million (the "Private

Placement").

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.

SpareBank 1 Markets AS (the "Manager") has been retained as sole bookrunner to

advise on and carry out the Private Placement.

The net proceeds from the Private Placement will be used to securing components

and build inventory in the Company's subsidiary AirRobot due to the Bundeswehr

award; stock build-up to support increasing demand for drones within the

Security segment; completion of the fleet newbuilding program; finance M&A

transactions; and general corporate purposes.

"In the first quarter, our revenues grew by 54 percent, and we reached a

positive net cash flow from operations as of May. Based on this and the proceeds

from the private placement, we expect to be fully equity-financed to reach our

2025 target of EUR 400 million in revenue with an EBITDA margin above 20

percent. This puts us in an excellent position to capitalize on the growth

opportunities, including an increasingly positive outlook within defence and

security, which underpins our commitment to revenues in 2022 of about three

times the 2021 level," says Knut Roar Wiig, CEO of Nordic Unmanned.

The price for the Offer Shares (the "Offer Price"), indicated to be in the range

of NOK 22 - 24 per Offer Share, in the Private Placement and the total number of

Offer Shares will be determined by the Board of Directors of the Company (the

"Board") following an accelerated bookbuilding process.

The bookbuilding and application period for the Private Placement commences

today at 16:30 hours (CEST), and is expected to close prior to 3 June 2022 at

08:00 hours (CEST). The Company, after consultation with the Manager, reserves

the right to at any time and in its sole discretion close or extend the

application period or to cancel the Private Placement in its entirety and for

any reason. If the bookbuilding is shortened or extended, the other dates

referred to herein may be changed correspondingly.

The Private Placement will be directed towards a limited number of selected

investors, in each case, subject to and in compliance with applicable exemptions

from relevant prospectus, filing and registration requirements. The minimum

application and allocation amount have been set to the NOK equivalent of EUR

100,000. The Company may however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirement pursuant to applicable regulations, including the Norwegian

Securities Trading Act and ancillary regulations, are available.

Both existing shareholders and new investors have indicated to the Company an

intent to subscribe for Offer Shares in the Private Placement, including members

of the Company's board of directors, including Wallcross AS, Helgø Investering

AS and Jelsa Investering AS

Allocation of Offer Shares in the Private Placement will be determined at the

end of the application period, and final allocation will be made by the Board at

its sole discretion, after consultation with the Manager. The Board may focus on

allocation criteria such as (but not limited to), the Company's shareholder

structure, existing ownership in the Company, timeliness of the application,

relative order size, sector knowledge, perceived investor quality, price

leadership and investment horizon.

The Private Placement will be settled with existing and unencumbered shares in

the Company that are already listed on Euronext Growth Oslo, pursuant to a share

lending agreement between the Company, the Manager, and Wallcross AS, Jelsa

Investering AS and Helgø Investering AS as share lenders (the "Share Lenders").

The share loan will be settled with new shares in the Company to be resolved

issued by the Board pursuant to the Board authorization granted by the general

meeting of the Company on 25 May 2022 (the "Board Authorization"). The Offer

Shares will be redelivered to the Share Lenders following registration of the

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

Norwegian Register of Business Enterprises (the "NBRE") and issuance of the

Offer Shares in Euronext Securities Oslo (the "VPS").

The Company will announce the exact number of Offer Shares to be issued in the

Private Placement through a stock exchange notice expected to be published

before the opening of the trading on Euronext Growth Oslo on 3 June 2022.

Completion of the Private Placement is subject to (i) the Board's resolution to

proceed with the Private Placement, including, but not limited to, the Board's

resolution to (a) allocate the Offer Shares and (b) issue the Offer Shares

pursuant to the Board Authorization, and (ii) the Manager receiving existing and

unencumbered shares in the Company equal to the allocated Offer Shares from the

Share Lenders.

The Private Placement may be cancelled if the relevant conditions are not

fulfilled, and the Company reserves the right, at any time and for any reason,

to cancel, and/or modify the terms of, the Private Placement. Neither the

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

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

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

obligations under the Norwegian Securities Trading Act and Oslo Børs' circular

no. 2/2014 and 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, as well as the

limited dilution effects of the transaction, is in the common interest of the

shareholders of the Company.

Subject to completion of the Private Placement, the Company may carry out a

subsequent repair offering (the "Subsequent Offering") directed towards

shareholders who held shares in the Company as of the end of 2 June 2022 (as

registered in the VPS as of the end of 2 June 2022), who (i) were not allocated

shares in the Private Placement, and (ii) are not resident in a jurisdiction

where such offer would be illegal or (in jurisdictions other than Norway),

requires the issuance of a prospectus, registration or other similar action.

Whether a Subsequent Offering will take place, will depend inter alia on the

development of the price of the shares in the Company after completion of the

Private Placement. The subscription price in a potential Subsequent Offering

will be equal to the Offer Price. Launch of a Subsequent Offering, if carried

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

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

Advokatfirmaet Grette AS is acting as legal counsel to the Manager in connection

with the Private Placement.

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 U.S. Securities Act of 1933, as amended (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 implemented in any Member State.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

ABOUT NORDIC UNMANNED

Nordic Unmanned is a global leader of high-end products and services related to

drones and data capture. Through world-wide operational experience and industry

leading expertise, Nordic Unmanned supports large governmental and industrial

clients in the adaption of unmanned systems and services.

Founded in 2014, the Group has offices in Sandnes, Oslo, Molde, Odense (DK),

Cranfield (UK) and Arnsberg (GER) and has quickly become one of Europe's leading

providers of unmanned systems and services, with operations across the

continent. The Group is ISO 9001-2015 and certified by for the operation,

maintenance, sale, design, development, and production of unmanned systems and

sensor technology. The production is also AS9100 certified.

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