Nordic Unmanned ASA

Share Issue/Capital Change • Sep 29, 2021

Nordic Unmanned - Private placement successfully completed

Nordic Unmanned - Private placement successfully completed

29.9.2021 22:39:37 CEST | Nordic Unmanned | Additional regulated information

required to be disclosed under the laws of a member state

Sandnes, 29 September 2021 - Reference is made to the stock exchange

announcement published 29 September 2021 by Nordic Unmanned AS (the "Company"),

announcing a contemplated private placement of new shares (the "Offer Shares")

in the Company, with gross proceeds of up to NOK 100 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.

Nordic Unmanned is pleased to announce that the Private Placement has been

successfully completed, through an allocation of 2,816,901 new shares in the

Company at a price of NOK 35.5 per share. The gross proceeds of the Private

Placing are NOK 100 million. The Private Placement was substantially

oversubscribed at the NOK 35.5 price point.

The net proceeds from the private placement will be used to accelerate the

pursuit of several potential M&A opportunities, fleet growth following awards,

product development and general corporate purposes.

The Company's Board of Directors has also decided to initiate a process to

transfer its listing venue from Euronext Growth to Oslo Børs. An uplisting

reflects the company's growth and substantial shareholder base. It is expected

to contribute to increased visibility, and better liquidity through access to a

larger investor universe. The uplisting is expected to take place during the

first half of 2022.

Notification of allotment of the Offer Shares including settlement instructions

will be sent to the applicants through a notification from the Manager on or

around 30 September 2021. The new shares in the Private Placement will be

settled through a delivery versus payment transaction on or about 4 October 2021

with existing and unencumbered shares in the Company that are already admitted

to trading on Euronext Growth, pursuant to a share lending agreement between the

Company, Skaulen AS, Urbanium Gruppen AS, Petroleum Logistics Consulting AS, and

SpareBank 1 Markets AS. The Offer Shares will be tradable from allocation. The

Manager will settle the share loan with a corresponding number of new shares in

the Company to be issued by the board pursuant to the authorisation granted by

the Company's annual general meeting on 26 May 2021. Following registration of

the share capital increase pertaining to the Private Placement with the

Norwegian Register of Business Enterprises, the Company will have 25,660,509

shares issued and outstanding, each with a par value of NOK 1 (i.e. excluding

the 123,179 new ordinary shares to be issued in connection with the completion

of the acquisition of Ecoxy AS as announced on 21 September 2021).

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. The board has considered this and is of the view that it would be

in the best interest of the Company and its shareholders to deviate from the

existing shareholders' pre-emptive right to the new shares in the Private

Placement, and that this would also be in compliance with the requirements in

the Norwegian Private Limited Companies Act on equal treatment of shareholders

and the prohibition against giving anyone an unreasonable advantage at the

Company's or the shareholders' expense and the obligation relating to equal

treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part

II and Oslo Børs' Circular no. 2/2014. In reaching this conclusion, the board

inter alia emphasized that:

? the subscription price of NOK 35.5 per Offer Share is based on the investor

interest obtained following a pre-sounding of the Private Placement with

wall-crossed investors and a publicly announced accelerated book-building

process conducted by investment banks, and the subscription price represents

professional investors' view of the market price for the Company's shares in a

share offering of this size;

? the subscription price represented a smaller discount to the prices at which

the Company's shares had been traded on Euronext Growth in the recent period

prior to the announcement of the Private Placement (approx. 7.6% discount to

WVAP of approx. NOK 38.43 the last ten trading days) and the number of new

shares issued in the Private Placement implies that the dilutive effect of the

Private Placement is limited at less than 11%.

? all identifiable existing shareholders participating in the Private Placement

were allocated shares equal to at least their pro-rata ownership in the Company

and the Private Placement does not significantly affect the balance of power in

the existing shareholder base. Further a substantial amount of the Company's

existing shareholders was offered to participate in the Private Placement.

? a share issue in the form of a private placement enabled the Company to

capitalise on current market conditions which were deemed beneficial to the

interest of the Company and its shareholders. Such benefits would not be

obtainable by structures with longer lead time, higher costs and execution risks

such as a rights offering.

Based on the above, the Company is not contemplating to carry out a subsequent

share issue directed towards shareholders not participating in the Private

Placement.

Save for the Offer Shares to be issued in the Private Placement and the employee

offering and, if relevant, new shares to be issued in any subsequent offering,

the 12 months lock-up undertaking of the Company entered into in connection with

the admission to trading on Euronext Growth Oslo will continue to remain in full

force and effect for the remainder of its duration.

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

advise and carry out the Private Placement.

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

connection with the Private Placement.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Knut Roar Wiig, CEO, +47 92 66 66 59, krw@nordicunmanned.com

* Trond Østerhus, CFO, Nordic Unmanned AS, +47 95 99 08 79,

to@nordicunmanned.com

ABOUT NORDIC UNMANNED

Nordic Unmanned delivers comprehensive data solutions through industry leading

expertise, to assist both public and private customers in the transition to

unmanned technology. The focus is to support demanding clients by collecting

time-critical data with the use of unmanned technology.

Founded in 2014, the company has offices in Sandnes, Oslo, and Frankfurt, and

has quickly become one of Europe's leading providers of unmanned systems and

services, with operations across the continent. The company is ISO 9001-2015

certified by DNV-GL for the operation, maintenance, sale, design, development

and production of unmanned systems and sensor technology. and sensor technology.

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