Astrocast SA

Regulatory Filings • Aug 22, 2021

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

Astrocast: Updated information regarding private placement. Listing expected on 25 August 2021

Lausanne, Switzerland – 22 August 2021 – With reference to previous stock exchange announcements regarding the private placement and listing on Euronext Growth Oslo, Astrocast SA ("Astrocast" or the "Company"), announces the following updated information.

Named as one of the initial cornerstone investors, Nexus/IES Group has informed that they are experiencing issues concerning settlement of the transaction. In consideration of both the Company's and the interest of other investors, the Company has resolved to proceed with the transaction without Nexus.

Other investors in the private placement have either reconfirmed or increased their investment, most notably Adit Ventures, which has increased its subscription to CHF 13 million, up from initially CHF 10 million.

"We are pleased to see the continued strong commitment from leading international investors. We are now looking forward to listing the company and continuing building of our global network of nanosatellites for internet of things (IoT) as described in previous reports", said Fabien Jordan, CEO of Astrocast SA.

The newly issued shares are scheduled to be delivered to the respective holders on Monday 23 August 2021. The first day of trading is set to Wednesday 25 August, subject to final confirmation from the Oslo Stock Exchange.

About the revised private placement

• The private placement resulted in CHF 40 million (NOK 388.9 million) gross proceeds to the company. A total of 15,606,645 new shares have been issued, of which 2,270,861 will be held by the Company.

• The cornerstone investor is a syndicate led by US based Adit Ventures (CHF 18 million committed, of which Adit Ventures has committed CHF 13 million and Astrocast CEO and primary insider Fabien Jordan with family has committed CHF 0.7 million).

• Other leading investors in the placement remain, including Palantir, the leading builder of operating systems for the modern enterprise, the Swissbased private equity firm DAA Capital Partners which specialises in growth technology companies, and venture capital fund Primo Space Fund which focuses on space tech opportunities.

Other terms in the private placement and allocation to primary insiders described in stock market announcements on 20 July 2021 and 29 July 2021 remain unchanged.

Advisors

Bryan Garnier & Co is acting as Sole Bookrunner for the transaction. Advokatfirmaet Selmer AS and CPV Partners are acting as legal advisor to the Company, while First House has been engaged as communication adviser. Norne Securities AS is acting as settlement agent.

Contact details For investors Kjell Karlsen, Chief Financial Officer Investors@astrocast.com

For media Fatima Vigil Astrocast media@astrocast.com

About Astrocast

Astrocast SA is the most advanced global Nanosatellite IoT Network to tackle challenges in industries such as Agriculture & Livestock, Oil, Gas & Mining, Maritime, Environmental, Connected Vehicles, and IoT Devices. The Astrocast Network enables companies to monitor, track, assess, and communicate with critical remote assets from anywhere in the world. In partnership with Airbus, CEA/LETI, the European Space Agency, and Thuraya, Astrocast developed Astronode S, a cutting-edge terminal featuring low profile L-band antenna, ultralow power consumption, and a small form factor. Founded in 2014 by a renowned team of experts, Astrocast designs, builds, and tests all its products in-house, from the satellites to the terminals. The Astrocast Network will consist of 100 Low Earth Orbit (LEO) nanosatellites. For more information visit www.astrocast.com

The information regarding the allocation to primary insiders is subject to a duty of disclosure pursuant the Market Abuse Regulation article 19.

Important notice:

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Laurent Vieira de Mello, Chief Operating Officer, Astrocast SA, on 22 August 2021 at 19:30 CET.

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.

The securities referred to in this announcement may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") except that the Company may offer such securities to less than 500 investors pursuant to the exemption provided in art. 37 (1) (b) FinSA. No application has or will be made to admit the securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This announcement does not constitute a prospectus or a key information pursuant to the FinSA, and this announcement nor any other related material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland, except in reliance of the above-mentioned exemption. 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 Manager 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 Manager nor any of its 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.