Argeo AS

Share Issue/Capital Change • Feb 12, 2025

Argeo ASA: Successfully completed private placement

Argeo ASA: Successfully completed private placement

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Asker, 12 February 2025. Reference is made to the stock exchange release from Argeo ASA ("Argeo" or the "Company") (Euronext Oslo Børs: ARGEO) published on 12 February 2025 regarding a contemplated private placement to raise gross proceeds of approx. NOK 150 million (the "Private Placement").

The Company is pleased to announce that it has successfully completed the Private Placement of NOK 150 million in gross proceeds (the "Offer Size") through the allocation of 18,750,000 new shares (the "Offer Shares") at a final subscription price of NOK 8.00 per Offer Share (the "Offer Price"). Pareto Securities AS and SpareBank 1 Markets AS (the "Managers") acted as joint global coordinators and joint bookrunners in the Private Placement.

The net proceeds to the Company from the Private Placement will be used to finance (i) acquisition of long-lead equipment for vessel positioned as #1 bidder for a 4-year contract, (ii) geotechnical equipment to enable Argeo’s service offering on long-term frame agreements, and (iii) general corporate purposes.

The Private Placement will be divided in two tranches. Tranche 1 ("Tranche 1") will consist of 8,875,000 Offer Shares (the "Tranche 1 Shares"), which is within the maximum number of shares the Company’s board of directors (the “Board”) may issue pursuant to the authorization granted by the annual general meeting in the Company on 6 June 2024 (the "Board Authorisation"). Tranche 2 ("Tranche 2") will consist of 9,875,000 Offer Shares which, together with the Tranche 1 Shares, corresponds to a total transaction (i.e. both tranches) equal to the Offer Size (the "Tranche 2 Shares"), which will be issued by an extraordinary general meeting in the Company (the "EGM") to be summoned shortly after notification of allocation in the Private Placement.

Notification of allocations are expected to be issued by the Managers to the applicants on 13 February 2025 before 09:00 CET. Applicants will receive a pro rata portion of Offer Shares in Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement except for Kistefos AS which will receive its entire allocation in Tranche 2.

The delivery vs. payment (DVP) settlement structure in Tranche 1 and Tranche 2 is expected to be facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Oslo Børs, pursuant to a share lending agreement between the Company, the Managers, and certain existing shareholders (the "Share Lending Agreement"). The shares in Tranche 1 will thus become tradable on Oslo Børs directly after the notification of allocation on 13 February 2025 before 09:00 CET, and the shares in Tranche 2 will become tradable after a resolution by the EGM expected on or about 6 March 2025. The allocation to Kistefos AS in Tranche 2 may if necessary be treated separately in connection with the settlement process.

The date for settlement for Tranche 1 is expected to be on or about 17 February 2025 and settlement for Tranche 2 is expected to be on or about 10 March 2025.

The completion of Tranche 2 is subject to (i) the completion of Tranche 1, (ii) a resolution by the EGM to issue the Offer Shares in Tranche 2, and (iii) the Share Lending Agreement for Tranche 2 being unmodified and in full force and effect.

The Share Lending Agreement for Tranche 1 and Tranche 2 will be settled through the redelivery of (i) the new shares resolved issued by the Board pursuant to the Board Authorisation (Tranche 1), and (ii) new shares in the Company to be issued after a resolution by the EGM (Tranche 2). The new shares to be redelivered to the share lenders in accordance with the Share Lending Agreement in (a) Tranche 1 will not be tradable on Euronext Oslo Børs before the share capital increase pertaining to the issuance of the Offer Shares has been registered with the NRBE, and (b) Tranche 2 will be issued on a separate ISIN and will not be tradable on Euronext Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published by the Company.

The following close associates ("PCAs") to persons discharging managerial responsibilities have conducted the following transactions in the Private Placement (a PCA notification form will be published in a separate stock exchange notice):

- Kistefos AS, a PCA to board director, Lars Petter Ottem Utseth, has been allocated 3,756,663 Offer Shares (equal to its pro-rata share of approx. 20%).

- Kistefos AS, a PCA to board director, Lars Petter Ottem Utseth, has on 12 February 2025 entered into a share lending agreement to lend up to 8,061,057 shares to the Managers in Tranche 1 and up to 6,118,337 shares in Tranche 2, to facilitate DVP settlement.

- Redback AS, a PCA to chairman Jan Pihl Grimnes, has on 12 February 2025 entered into a share lending agreement to lend up to 813,943 shares to the Managers in Tranche 1.

Following registration of the share capital increase pertaining to the Private Placement (i.e. Tranche 1 and Tranche 2), the issued share capital of the Company is expected to be NOK 31,588,174.5 comprising 63,176,349 shares, each with a nominal value of NOK 0.50.

Subsequent repair offering and equal treatment considerations:

Completion of the Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance of the Offer Shares in the Private Placement, the Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act section 5-14, section 2.1 of Euronext Oslo Rule Book II and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the Private Placement as a private placement, with a Subsequent Offering (as defined below), the Company was able to complete the transaction in an efficient manner to strengthen the Company's balance sheet. On this basis, and based on an assessment of the current equity markets, the Company's need for equity funding, deal execution risk and possible alternatives, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the overall transaction structure, the shareholders' preferential rights will be deviated from.

To mitigate the dilution of existing shareholders not participating in the Private Placement, the Board has resolved to undertake a subsequent repair offering (the "Subsequent Offering") of up to 12,000,000 new shares which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 12 February 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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 (the "Eligible Shareholders"). The subscription price in the Subsequent Offering will be equal to the Offer Price. The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Offering.

The Subsequent Offering is subject to (i) completion of the Private Placement, (ii) the Board resolving to issue shares in the Subsequent Offering pursuant to an authorisation granted by the EGM, (iii) the publication of an offering and listing prospectus pertaining to the Subsequent Offering and (iv) the prevailing market price and trading volume of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade at or below the subscription price (i.e. the Offer Price) in the Subsequent Offering at trading volumes equal to or above the number of shares in the Subsequent Offering.

Further information regarding the Subsequent Offering will be announced in separate stock exchange notices.

Legal advisors:

AGP Advokater AS is acting as legal counsel to the Company.

For more information, please contact:

Trond Figenschou Crantz, CEO

Email: trond.crantz@argeo.no

Phone: +47 976 37 273

About Argeo:

Argeo is an Offshore Service company with a mission to transform the ocean surveying and inspection industry by utilising autonomous surface and underwater robotics solutions. Equipped with unique sensors and advanced digital imaging technology, the Autonomous Underwater Vehicles (AUV’s) will significantly increase efficiency and imaging quality in addition to contributing 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 Oil & Gas, Renewables, Marine Minerals and Offshore Installations. Argeo was established in 2017 and has offices in Asker (Oslo), Tromsø, Stockholm, Houston, and Singapore. 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 Oslo Børs (main regulated marketplace on the Oslo Stock Exchange) under the ticker: ARGEO.

Please visit www.argeo.no for more information.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Odd Erik Rudshaug at Argeo, on 12 February 2025 at 23:50 CET

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement 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"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.