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Fjord Defence Group ASA

Investor Presentation Aug 25, 2021

3569_rns_2021-08-25_c8f8ae7c-7b01-4e30-a7bf-541cf831d7e2.pdf

Investor Presentation

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Disclaimer

  • The information in this presentation has been prepared by Carbon Transition ASA (the "Company"). By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations and provisions:
  • This presentation has been prepared by the Company based on information available as of the date hereof. By relying on this presentation you accept the risk that the presentation does not cover all matters relevant of an assessment of an investment in the company.
  • No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company, any advisor or any such persons' officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this presentation. The information herein is subject to change, completion, supplements or amendments without notice.
  • The presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof, and may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. It should be understood that subsequent developments may affect the information contained in this document, which neither the Company nor its advisors are under an obligation to update, revise or affirm.
  • This complete presentation is for informational purposes only and does not constitute an offer to sell shares in of the Company. This presentation is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this presentation should be interpreted as a term or condition of the Transaction. The presentation is strictly confidential and may bot not be reproduced or redistributed, in whole or in part, to any other person.
  • This presentation has not been reviewed or approved by any regulatory authority or stock exchange. The (re)distribution of this presentation and/or any prospectus or other documentation into jurisdictions other than Norway may be restricted by law. This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such restrictions.
  • The contents of this presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.
  • Any investment in the Company involves inherent risks and is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of the investment. Investors should carefully review the summary of risk factors set out in the following slides before making any investment decision.
  • The presentation and any purported liability in connection with it is subject to Norwegian law and is subject to the exclusive jurisdiction of the Norwegian courts.

Quarterly highlights and subsequent events

EVENTS DURING THE QUARTER

  • Approval of reconstruction proposal and issuance of USD 17.4 million equity private placement
  • Sale of vessel "Neptune Naiad" and associated equipment
  • Mobilization of North Sea project
  • New board of directors elected

SUBSEQUENT EVENTS

  • Announcement of new strategic direction
  • Change of Company name to Carbon Transition ASA and ticker symbol to CARBN
  • First investment made under new strategy NOK 30m convertible note in Arbaflame AS
  • NOK 20 million repair offering substantially oversubscribed
  • North Sea project successfully completed on time and on budget

Strategy

Focus on investing in technologies & companies which contribute to significant reduction of carbon emissions

  • Unique opportunity to take part from an early stage in the ongoing energy transition
  • Multiple sectors going through massive changes, creating vast opportunities to invest in long term winners (there will be several)
  • Opportunistic approach but typically some common denominators:
  • o Unique & proven technology
  • o Scalable business model
  • o High barriers to entry
  • o Global potential
  • Company may also invest more broadly in the energy transition space

Carbon Transition ASA | Value proposition

  • CARBN expects to unlock substantial & tangible value through investing in companies which are:
  • o Through its seed and venture phase
  • o Currently looking for growth capital in pre IPO phase
  • o Targeting an IPO in the short to medium term
  • CARBN represents a unique investor for such companies as we provide a combination of:
  • o Sizeable investment
  • o Active involvement
  • o Attention through stock listing
  • o Strong shareholder base
  • With a unique access to deal flow CARBN is well positioned to screen the market and make attractive investments

* Company may also make investments which deviate from the illustrative model

CO2 prices The driving force of change – and green profitability

  • In four years' time, the price on European emissions rights, EU ETS, has increased tenfold
  • Currently trading around EURO 55 / ton
  • EU "Green Deal" target: Europe to be the world's first carbon neutral region by 2050
  • China with similar commitment for 2060
  • Global momentum through the Paris climate agreement
  • Massive investments needed to meet targets
  • o Estimated level > EURO 250 billion / year for EU alone
  • o Funds exiting fossil fuels/energy in parallel

Source: Vattenfall

Carbon Transition investments is the way forward

Maximizing value of legacy seismic business

173 nm
Multi-Client Ocean Bottom Node
Holds significant
ownership of high
resolution seismic
data libraries in
Norway and Egypt.

Global experience
with multi-vessel
ocean bottom node
(OBN) operations

Project organization
Late sales to generate
revenues and cash
flow
capable of performing
complex OBN
operations
Joint ownership with
TGS and Western
Geco

Scalable asset-light
business model, low
fixed cost structure

Evaluating strategic
alternatives

First investment | Arbaflame AS

  • NOK 30 million invested as part of NOK 156 million convertible loan
  • NOK 550 million invested to date, including several ESG focused entities and main sponsor Pemco
  • Highly attractive company with unique and verified technology enabling production of black pellets from bio waste ("ArbaCore")
  • ArbaCore can fully replace coal in coal-fired power plants worldwide, reducing Co2 emissions by approximately 90% compared to coal
  • Current production capacity at 70.000 tonnes per year, with goal of >850,000 tonnes per year in 2026 (0.2% of the total coal consumption in EU)
  • Backlog for delivery of ArbaCore corresponding to a value of up to EUR 65m
  • Incoming requests and discussions with several new prospects wanting supply of ArbaCore
  • Verified extraction of planned high value green chemicals: Furfural, Methanol and Biogas
  • First truck of ArbaCore delivered to port early July
  • Planning and engineering of next production plants initiated

Multi-Client business update

UTSIRA

  • Continued interest in the Utsira OBN MC data set in the central North Sea
  • Several ongoing discussions with potential clients
  • Positive outlook for late sales in the second half of 2021

EGYPT – GULF OF SUEZ

  • The data processing of the Gulf of Suez multi-client library is expected to be completed in Q3 2021
  • Marketing efforts to follow

OBN business update

NORTH SEA PROJECT

  • Contract signed and announced in 2020
  • First ROV based data acquisition project
  • Divested source vessel Neptune Naiad in line with "asset light" strategy
  • Mobilized crew, vessels and equipment from "standing start" in late June
  • Project completed on schedule and budget in late July
  • Revert to low cost "smart stack" mode immediately upon completion

CONTRACT PIPELINE

  • Seismic market remains challenging
  • Limited remaining OBN contract opportunities for 2021
  • Uptick in demand for seismic projects in 2022 several active tenders
  • Low fixed-cost strategy is key

Reconstruction summary

USD million

Equity and Liabilities Balance
31.03.2021
Unrelated
period
movements
Cash
payments
Gain on
debt
forgiveness
Equity
Conversion
Fair value
on equity
conversion
Capital
Increase
Balance
30.06.2021
Total equity -14.4 -9.6 18.2 25.5 15.5 35.2
Total current liabilities 64.3 -0.4 -5.0 -18.2 -25.5 15.3
Total equity and liabilities 49.9 -10.0 -5,0 15.5 50.4
Gain from in income statement 18.2 6.5 24.6
  • TGS maturity extended to 31 March 2023
  • Sale of the vessel Neptune Naiad is included under unrelated period movements

Second quarter segment P&L

  • The company mobilized for the North Sea project during the quarter
  • Revenues from COVID-19 compensation of USD 0.4 million
  • EBITDA of negative USD 2.5 million
  • Sale of Neptune Naiad (net loss USD 3.5 million)
  • EBIT of negative USD 8.9 million
  • Reconstruction completed
  • o USD 24.6 million gain
  • EBT of USD 14.4 million

Second quarter segment financial position

USD million

Assets 30.06.2021
Multi client library 32.5
Property, plant & equipment 4.6
Other current assets 4.7
Cash and cash equivalents 8.6
Total assets 50.4
Equity and liabilities 30.06.2021
Equity 35.2
Accounts
Payable
1.6
Other Current liabilities 13.6
Total equity
and liabilities
50.4
  • Equity before subsequent offering NOK 20 million in July
  • Cash position reflects pre-payments of approximately USD 2.3 million for the North Sea project
  • Other current assets include USD 0.7 million in seller credit related to the sale of Neptune Naiad
  • Other current liabilities include USD 6.1 million TGS payable and USD 5.9 million in Egyptian taxes
  • Tax loss carryforward preliminarily estimated at approximately USD 44 million

Overview of shares outstanding

Overview shares Number of shares %
Ordinary shares 1 January 2021 58 821 018 2.8%
Private placement June 2021 1 445 000 000 67.9%
Converted shares June 2021 424 399 458 19.9%
Total shares 30 June 2021 1 928 220 476
Subsequent offering July 2021 200 000 000 9.4%
Reverse split adjustment shares 24 0.0%
Total shares 2 128 220 500 100.0%

Reverse split 9 August 2021 (10:1) Total shares 25 August 2021 212 822 050 • Strong investor base following the restructuring of the company

Summary

  • New strategic direction investing in a sustainable future, focusing on reducing carbon emissions
  • Change of company name and ticker symbol
  • First investment made under new strategy Arbaflame AS
  • NOK 20 million repair offering substantially oversubscribed
  • North Sea project completed on time and on budget
  • Multi-Client late sales to contribute to further growth
  • Continuously evaluating opportunities and expect to announce new investment(s) within a relatively short time frame

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