Argeo AS

Share Issue/Capital Change • Apr 8, 2022

Argeo AS: Private placement successfully placed

Argeo AS: 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, 8 April 2022: Reference is made to the stock exchange release from Argeo AS ("Argeo" or the "Company") published on 7 April 2022 regarding a contemplated private placement. The Company is pleased to announce that it has raised NOK 75 million in gross proceeds through a private placement (the "Private Placement") of 15,000,000 new shares (the "New Shares"), at a price per New Share of NOK 5.00. The Private Placement took place through an accelerated bookbuilding process managed by SpareBank 1 Markets AS as Manager and Sole Bookrunner (the "Manager") after close of markets today, 7 April 2022.

The net proceeds from the Private Placement will be used to fund investments in new vehicles and further international expansion as well as general corporate purposes.

Completion of the Private Placement and the calling for an extraordinary general meeting in the Company (the "EGM") to resolve upon the allocation and issuance of New Shares were resolved today by the Company´s Board of Directors (the "Board"). The EGM is expected to be held on or about 19 April 2022. Settlement of the allocated shares in the Private Placement is expected to take place on or around 21 April 2022 through a delivery versus payment transaction. However, the New Shares will not be tradable before the new capital is registered by the Norwegian Register of Business Enterprises, expected on or about 20 April 2022, following the EGM's resolution to issue shares and facilitated by a pre-payment agreement with the Manager. Following registration of the new share capital pertaining to the Private Placement, the Company will have 42,441,463 shares outstanding, each with a par value of NOK 0.10.

Notification of conditional allocation and settlement instructions for the Private Placement is expected to be issued by the Manager on or about today, 8 April 2022.

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, the Company was able to raise capital in an efficient manner with significantly lower completion risks compared to a rights issue and strengthen the Company's shareholder base.

The Board has resolved, subject to the approval by the extraordinary general meeting of the Company of the Private Placement and a board authorization to issue new shares, to undertake a subsequent offering (the "Subsequent Offering") of up to 2,000,000 new shares towards the Company's shareholders as of 7 April 2022 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS)) as of the end of 11 April 2022 who (i) were not allocated shares in the Private Placement and (ii) 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) the publication of a prospectus, and ii) the prevailing market price of the Company's shares following the Private Placement. The Company's board of directors may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade below the subscription price in the Subsequent Offering at significant volumes.

The following persons discharging managerial responsibilities ("Primary Insiders") and close associates have been allocated New Shares in the Private Placement:

- Jan Grimnes was allocated 1,000,000 shares via Redback AS

- Trond Crantz was allocated 100,000 shares via Ascent AS

- Thorbjørn Rekdal was allocated 60,000 shares via Troptima AS

- Odd Erik Rudshaug was allocated 20,000 shares via OER Consulting AS

- Ronny Bøhn directly was allocated 20,000 shares

A stock exchange release on transactions carried out by Primary Insiders and close associates in accordance with the market abuse regulation will be published separately.

Advisors

SpareBank 1 Markets AS is acting as Manager and Sole Bookrunner in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company.

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 a 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 Infrastructure, Offshore Wind, Oil & Gas and Deep-Sea Minerals. Argeo was established in 2017 and has offices in Asker and Tromsø, Norway. Since its incorporation, Argeo has carried out complex projects for some of Norway’s largest companies in the field.

The Company is listed on Euronext Growth Oslo under the ticker code: "ARGEO".

Important Notices

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 Manager 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.

This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Argeo's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. 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.