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EAM Solar

Share Issue/Capital Change Jun 26, 2017

3583_iss_2017-06-26_3f7159d4-0f06-4ca0-9b15-f9e4d570c810.html

Share Issue/Capital Change

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EAM Solar ASA :Rights issue of shares

EAM Solar ASA :Rights issue of shares

26 June 2017

This announcement is not for release, publication or distribution (directly or

indirectly) in or to the United States, Canada, Australia or Japan. It is not an

offer of securities for sale in or into the United States, Canada, Australia,

the Hong Kong Special Administrative Region of the People's Republic of China,

South Africa or Japan.

This announcement is not an offer of securities for sale in the United States.

The new shares to which this announcement relates have not been and will not be

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"), and may not be offered or sold in the United States absent

registration or an exemption from registration under the Securities Act. There

will not be a public offering of shares in the United States.

The board of directors of EAM Solar ASA (the "Company") has resolved to carry

out a fully underwritten rights' issue with gross proceeds of NOK 30 million

(the "Rights Issue"). The Rights Issue is subject to approval by the Company's

general meeting. An extraordinary general meeting will be held in early August

2017 to consider the proposal for a Rights Issue.

The net proceeds from the Rights Issue will be used for financing the on-going

legal processes and working capital purposes.

The subscription price in the Rights Issue will be the lowest of NOK 24 per

share and a discount of 25% to the theoretical ex-rights price for the shares

(i.e. the calculated price for the Issuer's shares after issuing the new shares

in the Rights Issue, assuming that the Rights Issue is subscribed for the full

amount and based on a pre-transaction share price equal to the volume weighted

share price for the Issuer's shares quoted on Oslo Børs in the period from and

including 27 June 2017 to and including the last trading day prior to the date

of the EGM notice. The number of new shares will be decided on the basis of the

final subscription price.

The dilution of non-participating shareholders in the equity rights issue will

be approximately 20% (excluding any revenue from sale of subscription rights).

In connection with the Rights Issue, the Company has entered into an

underwriting agreement with the main shareholders (the "Underwriters"), who upon

and subject to certain conditions underwrite the subscription of all the shares

to be offered in the Rights Issue.

New shares not subscribed for by the end of the subscription period will thus be

allocated to the Underwriters. The Underwriters will receive an underwriting fee

corresponding to 2.00% of the underwritten amount.

The Company will prepare a prospectus relating to the Rights Issue, to be

approved by the Financial Supervisory Authority of Norway. Existing shareholders

will be granted subscription rights for the shares offered in the Rights Issue

pro rata to their existing shareholding in the Company. The shareholders will

receive subscription rights on the basis of their shareholding in the Company as

of a record date to be determined when the date of the general meeting has been

decided. Oversubscription and subscription without subscription rights will be

permitted. The subscription rights will be freely tradable and listed on the

Oslo Stock Exchange.

The Company has appointed Carnegie as Manager for the Rights Issue.

Advokatfirmaet Wiersholm AS is the Company's legal counsel.

For information, please contact:

Viktor E Jakobsen, CEO, phone +47 9161 1009, [email protected]

About EAM Solar: EAM Solar is a utility company that acquires and operates solar

power plants. The Company currently owns solar PV power plants in Italy. The

plants are operating under long-term sales contracts.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

IMORTANT INFORMATION:

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for securities of EAM Solar ASA. This announcement is not

a prospectus for the purposes of Directive 2003/71/EC (as amended, together with

any applicable implementing measures in any Member State, the "Prospectus

Directive"). Copies of this announcement 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 prior to registration, exemption from

registration or qualification under the securities laws of any jurisdiction. A

decision to invest in securities of EAM Solar ASA referred to in this

announcement should be based exclusively on the prospectus published by EAM

Solar ASA for such purpose.

This announcement and the information contained herein is not for publication or

distribution into the United States of America and should not be distributed or

otherwise transmitted into the United States or publications with a general

circulation in the United States. This announcement does not constitute an offer

or invitation to subscribe for or to purchase any securities in the United

States of America. The new shares referred to herein have not been and will not

be registered under the Securities Act or the laws of any state and may not be

offered or sold in the United States of America absent registration or an

exemption from registration under the U.S. Securities Act of 1933, as amended

(the "Securities Act"). There will be no public offering of the new shares in

the United States of America.

The information contained herein does not constitute an offer of securities to

the public in the United Kingdom. No prospectus offering securities to the

public will be published in the United Kingdom. This announcement is only being

distributed to and is only directed at (i) persons who are outside the United

Kingdom or (ii) to investment professionals falling

within article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth

entities, and other persons to whom it 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").

The new shares are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such Shares will be engaged in only

with, relevant persons. Any person who is not a relevant person should not act

or rely on this announcement or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to

this communication in any EEA Member State that has implemented Prospectus

Directive is only addressed to qualified investors in that Member State within

the meaning of the Prospectus Directive.

This publication may contain specific forward-looking statements, e.g.

statements including terms like "believe," "assume," "expect," "forecast,"

"project," "may," "could," "might," "will" or similar expressions. Such forward-

looking statements are subject to known and unknown risks, uncertainties and

other factors which may result in a substantial divergence between the actual

results, financial situation, development or performance of EAM Solar ASA and

those explicitly or implicitly presumed in these statements. Against the

background of these uncertainties, readers should not rely on forward- looking

statements. EAM Solar ASA assumes no responsibility to up-date forward-looking

statements or to adapt them to future events or developments.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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