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Hunter Group ASA

Prospectus Feb 15, 2017

3626_rns_2017-02-15_985c936b-7cfe-4ab7-a050-1b3c8d931572.html

Prospectus

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Badger Explorer ASA - approved prospectus and launch of subsequent offering

Badger Explorer ASA - approved prospectus and launch of subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Reference is made to previous announcements from Badger Explorer ASA ("BXPL" or

the "Company").

The Financial Supervisory Authority of Norway has approved a prospectus prepared

by Company covering the following:

The prospectus comprise (i) listing of 360,000,000 new shares (the "Private

Placement I Shares") issued in a private placement conducted on 6th December

2016 (the "Private Placement I"), (ii) listing of 600,000,000 new shares (the

"Private Placement II Shares") to be issued in connection with a private

placement conducted on 2nd February 2017 (the "Private Placement II"), (iii) the

offer and listing of 80,000,000 shares (the "Offer I Shares") in connection with

the Subsequent Offering I and (iv) the offer and listing of 80,000,000 new

shares (the "Offer II Shares") in connection with the Subsequent Offering II.

Please note that the Private Placement II and Subsequent Offering II is

conditional upon approval from the extraordinary general meeting to be held on

23rd February 2017.

Listing of the Private Placement I Shares

The already issued Private Placement I Shares are expected to assume the

Company's ordinary ISIN and be admitted to trading on Oslo Axess on Monday 20th

February 2017.

Listing of the Private Placement II Shares

The Private Placement II Shares are expected to be issued and admitted to

trading on Oslo Axess on or about 27th February 2017.

Subsequent Offering I

The Subsequent Offering I comprises an offering of up to 80,000,000 Offer I

Shares at a subscription price of NOK 0.125. The Company's shareholders as of

5th December 2016, as documented by the shareholder register in the Norwegian

Central Securities Depository (the "VPS") as of 7th December 2016 (T+2)(the

"Record Date I"), who were not allocated shares or offered to apply for shares

in the Private Placement I, and who are not resident in a jurisdiction where

such offering would be unlawful, or would (in jurisdictions other than Norway)

require any prospectus filing, registration or similar action, will receive non

-transferable subscription rights (the "Subscription Rights I") based on their

shareholding as of that date ("Eligible Shareholders I"). Eligible Shareholders

I will be entitled to over-subscribe.

Each Subscription Right I will, subject to applicable securities laws, give the

right to subscribe for and be allocated one (1) Offer Share.

The subscription period for the Subsequent Offering I commences on 15th February

2017 and expires at 16:30 hours, Oslo time, on 27th February 2017 (the

"Subscription Period I").

Subsequent Offering II

The Subsequent Offering II comprises an offering of up to 80,000,000 Offer II

Shares at a subscription price of NOK 0.50. The Company's shareholders as of 1st

February 2017, as documented by the shareholder register in the Norwegian

Central Securities Depository (the "VPS") as of 3rd February 2017 (T+2)(the

"Record Date II"), who were not allocated shares in the Private Placement II,

and who are not resident in a jurisdiction where such offering would be

unlawful, or would (in jurisdictions other than Norway) require any prospectus

filing, registration or similar action, will receive non-transferable

subscription rights (the "Subscription Rights II") based on their shareholding

as of that date ("Eligible Shareholders II"). Eligible Shareholders II will be

entitled to over-subscribe. Each Subscription Right II will, subject to

applicable securities laws, give the right to subscribe for and be allocated one

(1) Offer Share. Subscription without Subscription Rights II will also be

permitted.

The subscription period for the Subsequent Offering II commences on 6th March

2017 and expires at 16:30 hours, Oslo time, on 20th March 2017 (the

"Subscription Period II").

Please note that Subscription Rights that are not used to subscribe for Offer

Shares before the end of the Subscription Period will lapse without compensation

and consequently be of no value.

ABG Sundal Collier ASA (the "Manager") acts as Manager in connection with the

transactions described herein.

The Prospectus, including the subscription form, will be available from 15th

February 2017 at www.bxpl.com and www.abgsc.com, and will also be available free

of charge at the business offices of the Company and the Manager.

Subscriptions may be made by duly completing and delivering the subscription

form, in accordance with the terms and conditions set out in the Prospectus, to

the following subscription office:

ABG Sundal Collier

Tel: +47 22 01 60 00

Fax: +47 22 01 60 62

www.abgsc.com

Norwegian investors with a VPS account can in addition subscribe for Offer I

Shares and Offer II Shares online at www.abgsc.com.

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

* * * * *

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be

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

Act"). The Securities may not be offered or sold in United States except

pursuant to an exemption from the registration requirements of the Securities

Act. The Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in United States. Copies of this announcement are not being made and

may not be distributed or sent into Australia, Canada, Japan or the United

States. The subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assumes any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute violation of the securities laws of any such

jurisdiction. The Managers are acting for the Company and no one else in

connection with the Subsequent Offering and will not be responsible to anyone

other than the Company for providing the protections afforded to their

respective clients or for providing advice in relation to any other matter

referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release 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. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

Stavanger, 15th February 2017

For further information, please contact:

Gunnar Dolven, CFO, cell phone +47 908 53 168

Marcus Hansson, COB, cell phone +44 782 4460 691

www.bxpl.com

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