Energeia AS

Share Issue/Capital Change • Feb 13, 2025

Company Update - Secured new equity of NOK 25 million through private placement and upcoming subsequent offering

Company Update - Secured new equity of NOK 25 million through private placement and upcoming subsequent offering

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

13 February 2025

Energeia AS ("Energeia" or the "Company") is currently experiencing a very challenging liquidity situation, which has significantly worsened compared to the Company’s third quarter 2024 report. As of today, the Company has close to zero available working capital to ensure its current business operations going forward.

To execute on the Company’s project portfolio and secure Energeia’s short-term liquidity needs, the Company has today entered into an agreement with two of its main shareholders to complete a private placement as further set out below (the “Private Placement”), as well as a partly guaranteed Subsequent Offering (the “Subsequent Offering”) (together the “Transaction”). The Transaction as a whole will be non-dilutive for existing shareholders if they participate with their pro-rata share in the Subsequent Offering, securing equal treatment of the Company’s shareholders.

The Board of Directors of the Company has evaluated the alternatives of the Company and concluded that the only viable alternative to secure continued operations is to complete the current Transaction, however the Board wishes to emphasize that the minimum guaranteed amount of NOK 25 million of new equity is not sufficient for the Company’s current working capital for the next 12 months.

Company Update

As part of completion of the Private Placement, the Company would like to provide the following update:

- The Company has an immediate working capital need of approximately NOK 25 million to ensure the Company’s ongoing business activities. The NOK 25 million includes payment to certain creditors as well as liquidity to secure the Company’s short-term operations.

- The Company has initiated several cost measures to reduce the operational costs associated with the development of the Norwegian project pipeline. The measures are expected to have full effect from the second half of 2025.

- As part of the Company’s immediate cost initiatives the Company will transition to a semi-annual reporting schedule and will not distribute an interim report for Q4 2024. The financial statements for 2024 will be submitted according to the previously communicated date on 24 April 2025. A stock exchange announcement with an updated financial calendar will be distributed separately.

- The company has not received any updates from the Norwegian Water Resources and Energy Directorate (“Norges vassdrags- og energidirektorat” or “NVE”) regarding the Company’s concession applications since the last published update in connection with the third quarter report.

- The Company’s current best estimate for grid connection is set out below. Each project is evaluated on a separate basis and the actual date of connection can be both earlier and later. Seval Skog (2028), Mæhlum (2028), Store Nøkleberg (2028), Gunnhus (2027), Øystadmarka (2032), Tranmyra (2032), Bolstadmarka (2032), Marigaard (2030) and Ålamoen (2029/2035 *dependent on several external factors).

- The Company would like to reiterate that the Norwegian project development is taking significantly longer than expected. As part of the development agreement for the Company’s current projects, the Company is advancing up to 100% of the project costs incurred by each of the project companies where the Company owns 51%. The Company expects to continue to incur significant costs related to project development going forward due to the delayed timeline.

- The Company’s business in the Netherlands has been weaker than expected during the start of 2025 as well as having been subject to a theft of cables from one of its properties. The loss of production is limited, but the repair cost is estimated to EUR 100,000. Repair is expected to take three weeks. Altogether this creates a constrained cash situation in the first quarter.

Private Placement

Further to the above, the Board of Directors of Energeia (the "Board") hereby announces that it has entered into an agreement with the Company's two largest shareholders Eidsiva Vekst AS ("Eidsiva") and Obligo Nordic Climate Impact Fund ("Obligo") regarding a contemplated private placement directed towards Eidsiva and Obligo, by the issuance of 400,000,000 new shares in the Company (the "Offer Shares"), at a fixed subscription price of NOK 0.05 per Offer Share (the "Offer Price"), to raise gross proceeds of NOK 20 million (the "Private Placement"). Eidsiva will subscribe for 162,030,300 of the Offer Shares and Obligo will subscribe for 237,969,700 of the Offer Shares. The Company has appointed Norne Securities AS as manager for the Transaction (the "Manager").

The net proceeds to the Company from the Transaction will be used for short-term working capital needs.

Eidsiva and Obligo have pre-committed to subscribe for the Offer Shares. The completion of the Private Placement and the issuance of the Offer Shares is subject to approval by an extraordinary general meeting of the Company to be held on 27 February 2025 (the "EGM"), please find further information below.

Following registration of the share capital increase pertaining to the Private Placement, the issued share capital of the Company is expected to be NOK 10,384,306.24 comprising 519,215,312 shares, each with a nominal value of NOK 0.02.

Equal treatment considerations and proposed subsequent repair offering

The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Securities Trading Act and Euronext Growth Rulebook II. The Board is of the opinion that the Private Placement is in compliance with these requirements and guidelines. The Company has an urgent need of capital in order to fulfil its obligations, and by structuring the equity raise as a private placement towards the two largest shareholders, the Company is able to raise capital in an efficient manner, at lower costs and with a significantly reduced risk of completion. On the basis of the above, and taking into account that a repair offering is proposed carried out subsequent to the Private Placement (see below), the Board is of the opinion that the Private Placement is in the common interest of the Company and its shareholders.

Subject to completion of the Private Placement (including approval by the EGM), the Board has proposed to carry out a partly guaranteed subsequent offering of up to 556,166,380 new shares in the Company at the Offer Price (the "Subsequent Offering") in order to mitigate the dilutive effects of the Private Placement and also providing eligible shareholders with the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement and for the same pro rata number of new shares as Eidsiva and Obligo have subscribed for in the Private Placement. Eidsiva and Obligo have together guaranteed for a minimum subscription amount of NOK 5 million in the Subsequent Offering.

The net proceeds to the Company from the Private Placement and the guaranteed part of the Subsequent Offering (i.e. NOK 25 million) is not expected to be sufficient for the Company’s current requirement for the next 12 months. If the Subsequent Offering is fully subscribed the Company currently expects to have sufficient working capital for its current requirement for the next 12 months, including proceeds from the Private Placement. The Company will revert with more information about its current working capital requirement before start of the Subsequent Offering.

The Subsequent Offering is also subject to approval by the EGM and will, if approved, be directed towards existing shareholders in the Company as of 13 February 2025 (as registered in the VPS two trading days thereafter), who (i) were not given the possibility to participate 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 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 EGM resolving to issue shares in the Subsequent Offering, and (iii) the registration and publication of a national prospectus pertaining to the Subsequent Offering.

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

Chairman of the Board steps down

Chairman of the Board, Ragnhild Wiborg, has notified the nomination committee of the Company that she wishes to step down from her position with effect from 17 February 2025. The nomination committee is on this basis assessing the composition of the Board and will provide the shareholders with its recommendation as soon as possible and no later than on the EGM.

Notice of EGM

In order to resolve on the Private Placement, the Subsequent Offering and the election of new chairman of the Board, an Extraordinary General Meeting will be held in the offices of Energeia AS with registered address at Cort Adelers gate 33, 0254 Oslo, on 27 February 2025 at 10:00 CET. Please find attached the notice for the meeting including a proxy form.

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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 notice was published by Jarl Egil Markussen, Chief Executive Officer, at Energeia AS on the date and time provided.