Kaldvik AS

Share Issue/Capital Change • Jun 5, 2025

Kaldvík AS - New debt financing and launch of a pre-committed private placement to raise gross proceeds of the NOK equivalent of

Kaldvík AS - New debt financing and launch of a pre-committed private placement to raise gross proceeds of the NOK equivalent of

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

OR  INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR

ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Frøya,  4 June 2025: Reference is  made to the  stock exchange release including

the Q1 report and presentation published by Kaldvík AS (the "Company") on 28 May

2025 with  details about the  Company's refinancing package.  As stated therein,

the  Company  has  received  confirmation  of  a new and improved bank financing

package from its existing lenders, subject to the Company raising new equity.

The  Company hereby announces a  contemplated pre-committed private placement to

raise  gross proceeds  of the  NOK equivalent  of approximately EUR 46.2 million

(the  "Private Placement") by issuance of new  shares in the Company (the "Offer

Shares"). The subscription price per Offer Share (the "Offer Price") is NOK 14.

The following investors and close associates of the Company's primary insiders

have pre-committed to subscribe for Offer Shares in the Private Placement:

* The Company's largest shareholder Austur Holding AS (owning 57.46% of the

outstanding shares directly or through associated companies) has committed

to subscribe for Offer Shares at the Offer Price corresponding to the total

amount of the Private Placement, subject to being allocated at least its pro

rata portion.

* Laxar Eignarhaldsfelag ehf. (owning 1.85% of the outstanding shares) has

committed to subscribe for Offer Shares equalling their pro-rata share of

the Private Placement, subject to being allocated the same, at the same

price as Austur Holding AS and related companies.

* AR-Invest AS (owning 0.10% of the outstanding shares), a company owned by

Asle Rønning, the Company's chairperson of the Board, has committed to

subscribe for Offer Shares for EUR 40,000 at the Offer Price in the Private

Placement.

* Eskja Holding ehf (owning 2.74% of the outstanding shares) has agreed to

subscribe for Offer Shares equalling their pro-rata share of the Private

Placement, subject to being allocated the same, at the same price as Austur

Holding AS and related companies.

Kaldvik  AS has engaged DNB Carnegie, a part  of DNB Bank ASA ("DNB Carnegie) as

Sole  Global Coordinator and  Joint Bookrunner and  Arion Banki hf ("Arion") and

Nordea  Bank Abp, filial i Norge ("Nordea") as Joint Bookrunners for the Private

Placement (jointly, the "Managers").

The  net  proceeds  from  the  Private  Placement,  together  with  the new debt

financing  (as announced  in the  Q1 2025 presentation  of 28 May 2025), will be

used  towards biomass build-up, repayment of  a bridge facility (provided by DNB

Bank  ASA, Arion,  Nordea and  Landsbankinn hf.)  and shareholder loans, and for

general corporate purposes.

Customary lock-up agreements for a period of 180 days, with standard exemptions,

have  been entered into with the Company, the executive management and the board

of directors of the Company (the "Board").

TIMELINE AND DETAILED TERMS FOR THE CONTEMPLATED PRIVATE PLACEMENT

The application period for the Private Placement commences today, 4 June 2025 at

17.30 hours  CEST, and  will end  5 June 2025 at  08.00 hours CEST. The Company,

after  consultation with the Managers, reserves the  right to at any time and in

its  sole discretion to close or extend  the application period or to cancel the

Private  Placement in its entirety and for any reason and without notice. If the

application  period is shortened or extended, the other dates referred to herein

may be changed correspondingly.

The  Private Placement will  be divided into  two tranches, where tranche 1 will

consist   of  5,976,172 Offer  Shares  ("Tranche  1" and  the  "Tranche  1 Offer

Shares").  Tranche 2 will consist  of the number  of Offer Shares that, together

with  the  Tranche  1 Offer  Shares,  is  necessary  in order to raise the gross

proceeds   ("Tranche  2" and  the  "Tranche  2 Offer  Shares")  in  the  Private

Placement.   Allocations of Offer  Shares to investors  are expected to be split

between  Tranche 1 and Tranche 2 on  a pro rata basis.  Completion of Tranche 2

will  be subject to approval by an  extraordinary general meeting of the Company

expected to be held on or about 19 June 2025 (the "EGM").

The  final number of Offer Shares to be  issued in the Private Placement will be

determined by the Board, in consultation with the Managers, following completion

of  the application  period. The  allocation of  Offer Shares  will be  based on

criteria  such  as  (but  not  limited  to)  pre-commitments, perceived investor

quality, existing ownership in the Company, timeliness of the application, early

indication,  relative  order  size,  sector  knowledge,  investment  history and

investment  horizon. The Board may, at its sole discretion, reject and/or reduce

any  applications. There  is no  guarantee that  any applicant will be allocated

Offer Shares.

Settlement  of the Tranche 1 Offer Shares is  expected to be on or about 10 June

2025. Settlement  of the Tranche 2 Offer  Shares is expected to  take place on a

delivery  versus payment basis on or  about 23 June 2025, subject to approval by

the  EGM.  Both  Tranche  1 and  Tranche  2 will  be  settled  with existing and

unencumbered  shares in the  Company that are  already listed on Euronext Growth

Oslo,  pursuant to a  share lending agreement  entered into between the Company,

DNB  Carnegie and Austur Holding AS  (the "Share Lending Agreement"). Completion

of Tranche 1 is subject to (i) a resolution by the Board to issue the Tranche 1

Offer  Shares, as well as  (ii) the Share Lending  Agreement being in full force

and  effect (the "Tranche 1 Conditions"). Completion  of Tranche 2 is subject to

(i)  completion of Tranche 1, (ii) a resolution by the EGM to increase the share

capital  in order to facilitate the issuance  of the Tranche 2 Offer Shares, and

(iii)  the Share  Lending Agreement  remaining unmodified  and in full force and

effect  pursuant to its terms and conditions, and the completion of both Tranche

1 and  Tranche 2 is  subject to  the Board  resolving to  consummate the Private

Placement  and  allocate  the  Offer  Shares.  Completion  of  Tranche  1 is not

conditional  upon completion of Tranche 2. The  settlement of Offer Shares under

Tranche  1 will remain  final and  binding and  cannot be  revoked, cancelled or

terminated by the respective applicants if Tranche 2 is not completed.

The  Private  Placement  will  be  directed  towards Norwegian and international

investors,  subject to applicable exemptions  from relevant registration, filing

and   prospectus   requirements,   and   subject  to  other  applicable  selling

restrictions.  The minimum application amount has been set to the NOK equivalent

of  EUR  100,000. The  Company  may,  however,  at its sole discretion, allocate

amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from

the prospectus requirements in accordance with applicable regulations, including

the   EU  Prospectus  Regulation  (Regulation  (EU)  2017/1129 of  the  European

Parliament  and of  the Council  of 14 June  2017) and ancillary regulations, as

implemented pursuant to the Norwegian Securities Trading Act, are available.

POTENTIAL SUBSEQUENT OFFERING

In  accordance  with  Euronext  Growth  Rule  Book  Part  II  and the Oslo Stock

Exchange's  Guidelines  on  the  rule  of  equal  treatment and Norwegian market

practice, subject to completion of the Private Placement, the Board may consider

a  subsequent  offering  of  new  shares  (the  "Subsequent  Offering")  towards

shareholders  of the Company as of close  of trading on 4 June 2025, as recorded

in  the VPS on 6 June 2025, 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 (ii) 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 ("Eligible Shareholders").

Whether  a Subsequent Offering  will be proposed  will inter alia  depend on the

results of the Private Placement and the subsequent development of the Company's

shares  price. It is expected that the  Board will request a board authorization

at the EGM to be able to carry out the Subsequent Offering, if proposed.

EQUAL TREATMENT CONSIDERATIONS

The  Private Placement represents a deviation from the shareholders' pre-emptive

right  to  subscribe  for  and  be  allocated  the  Offer  Shares. The Board has

considered  the structure of  the equity raise  in light of  the equal treatment

obligations  under the  Norwegian Private  Limited Companies  Act, the  rules on

equal  treatment under  Euronext Growth  Rule Book  Part II  and the  Oslo Stock

Exchange's  Guidelines on the rule  of equal treatment, and  the Board is of the

opinion that the transaction structure is in compliance with these requirements.

The  share issuance will be carried out as  a private placement in order for the

Company  to complete the equity  raise in a manner  that is efficient and with a

significantly  lower risk  and a  significantly smaller  discount to the current

trading price compared to a rights issue.

Further,  the  Subsequent  Offering,  if  implemented, will secure that Eligible

Shareholders  will receive  the opportunity  to subscribe  for new shares at the

same subscription price as that applied in the Private Placement.

On this basis, and based on an assessment of the current equity capital markets,

the  Board has considered the proposed transaction structure to be in the common

interest of the Company and its shareholders.

ADVISORS

DNB  Carnegie, a part of  DNB Bank ASA is  acting as Sole Global Coordinator and

Joint  Bookrunner and  Arion Banki  hf and  Nordea Bank  Abp, filial i Norge are

acting  as  Joint  Bookrunners   for  the  Private  Placement  and the potential

Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisors to

the Company.

This  information  is  considered  to  be  inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements in section

5-12 of  the Norwegian Securities Trading  Act. This stock exchange announcement

was  published by Róbert Róbertsson, CFO of Kaldvik AS, on 4 June 2025 at 17:55

CEST.

For further information, please contact:

Roy-Tore Rikardsen, CEO: +354 791 0006 (mobile)

Róbert Róbertsson, CFO: +354 843 0086 (mobile)

IMPORTANT NOTICE

These  materials do not constitute or form a part of any offer of securities for

sale  or a solicitation of an offer to purchase securities of the Company in the

United  States or any other jurisdiction. The  securities of the Company may not

be offered or sold in the United States absent registration or an exemption from

registration  under  the  U.S.  Securities  Act  of  1933, as amended (the "U.S.

Securities  Act"). The securities of the Company have not been, and will not be,

registered  under the U.S. Securities Act. Any  sale in the United States of the

securities  mentioned in  this communication  will be  made solely to "qualified

institutional  buyers" as defined in Rule 144A under the U.S. Securities Act. No

public offering of the securities will be made in the United States.

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

EU  Prospectus Regulation,  i.e., only  to investors  who can  receive the offer

without  an approved  prospectus in  such EEA  Member State.  The expression "EU

Prospectus   Regulation"   means   Regulation  (EU)  2017/1129 of  the  European

Parliament  and of  the Council  of 14 June  2017 (together with  any applicable

implementing measures in any Member State).

In  the United  Kingdom, this  communication is  only addressed  to and  is only

directed  at Qualified  Investors who  (i) are  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) are persons falling

within  Article  49(2)(a) to  (d)  of  the  Order  (high  net  worth  companies,

unincorporated  associations, etc.) (all such persons together being referred to

as  "Relevant Persons"). These  materials are directed  only at Relevant Persons

and  must not be acted on or relied  on by persons who are not Relevant Persons.

Any  investment or  investment activity  to which  this announcement  relates is

available  only to 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  "anticipate",  "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its  control. 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  information,  opinions  and  forward-looking

statements  contained in this  announcement speak only  as at its  date, and are

subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The

Managers  are acting exclusively for the Company and no one else and will not be

responsible  to  anyone  other  than  the  Company for providing the protections

afforded  to their respective clients, or for advice in relation to the contents

of this announcement or any of the matters referred to herein.

Neither   the  Managers  nor  any  of  their  respective  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 respective 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.

TARGET MARKET

The target market for the Private Placement is non-professional, professional as

well  as  eligible  counterparties  and  who;  a)  have at least a common/normal

understanding  of the capital  markets, b) is  able to bear  the losses of their

invested  amount and, c) is  willing to accept risks  connected with the shares,

and  d) have an investment horizon  which takes into consideration the liquidity

of the shares. The Company has not published sufficient data for the Managers to

determine  whether  an  investment  in  the  Private Placement is compatible for

investors  who  have  expressed  sustainability  related  objectives  with their

investments  based on that which i) is an environmentally sustainable investment

under  the EU Taxonomy Regulation, ii) represents a sustainable investment under

Regulation (EU) 2019/2088 (the "SFDR"), and/or iii) takes into consideration any

Principle  Adverse Impacts on sustainably factors  as per the SFDR. The negative

target  market for the Offer Shares is clients that seek full capital protection

or  full repayment of  the amount invested,  are fully risk  averse/have no risk

tolerance or need a fully guaranteed income or fully predictable return profile.

Negative  target market: An investment in the Company's shares is not compatible

with  investors looking  for full  capital protection  or full  repayment of the

amount  invested or  having no  risk tolerance,  or investors  requiring a fully

guaranteed income or fully predictable return profile.

Notwithstanding,   and   without   affecting  the  manufacturers  target  market

assessment  as per the above, the  Managers will only allow distribution through

their distribution channels to investors who: a) in the EU meet the requirements

set  out in the manufacturers target market assessment, and who b) in respect of

investors   residing   outside  the  Nordics  at  least  can  be  classified  as

professional clients or eligible counterparties as per the MiFID II definition.

For  distribution to  investors located  outside of  the EU, distribution of the

shares  is only allowed to such investors  which a) the Managers can approach as

per the rules of the jurisdiction in which the investor reside, and b) which can

provide adequate confirmations to this effect, and c) which as per minimum meets

the requirements of the manufacturers target market assessment.