Circa Group AS

Share Issue/Capital Change • Feb 17, 2021

Circa Group AS: Contemplated private placement and listing on Euronext Growth

Circa Group AS: Contemplated private placement and listing on Euronext Growth

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Circa Group AS: Contemplated private placement and listing on Euronext Growth

Oslo, 17 February 2021. Circa Group AS (“Circa” or the “Company”) has engaged Pareto Securities AS and SpareBank 1 Markets AS (together the “Managers”) to advise on and effect a contemplated private placement in the Company (the “Private Placement”).

The Private Placement will consist of a primary offering of 29,850,000 new shares (the “Primary Shares”) to be issued by the Company to raise gross proceeds of up to NOK 500 million (the "Primary Offering"). There will also be an over-allotment option of up to 4,450,000 additional existing shares (the "Additional Shares"), equivalent to approximately 15% of the Primary Offering, or NOK 75 million (the "Greenshoe Offering"). The Primary Shares and the Additional Shares together constitute the offer shares (the “Offer Shares”). The total number of Offer Shares offered in the Private Placement is 34,300,000, equating to NOK 575 million.

The price per share in the Private Placement has been set to NOK 16.75, equivalent to a pre-money equity value of the Company of NOK 1,500 million based on the 89,562,580 shares currently outstanding in the Company.

The net proceeds from the Private Placement will predominantly be used to fund the construction of the ReSolute plant in France, while the remaining net proceeds will be used for further market development, development of new products, corporate costs and current operations.

Seven cornerstone investors have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares for NOK 310 million as follows: (i) Norske Skog ASA has undertaken to subscribe for and be allocated shares for NOK 50 million; (ii) BNP Paribas Energy Transition Fund has undertaken to subscribe for and be allocated shares for NOK 50 million; (iii) Delphi Fondene has undertaken to subscribe for and be allocated shares for NOK 50 million; (iv) DNB Asset Management has undertaken to subscribe for and be allocated shares for NOK 50 million; (v) Handelsbanken Fonder has undertaken to subscribe for and be allocated shares for NOK 50 million; (vi) The Fourth Swedish National Pension Fund (AP4) has undertaken to subscribe for and be allocated shares for NOK 30 million and (vii) Robeco Asset Management has undertaken to subscribe for and be allocated shares for NOK 30 million. Lars Sperre (Chairman in the Company and Senior Vice President Corporate Strategy in Norske Skog ASA), Rune Sollie (Board Member in the Company and Chief Financial Officer in Norske Skog ASA) and certain other employees in Norske Skog ASA have collectively pre-committed to subscribe for NOK 4.13 million.

The bookbuilding period in the Private Placement will commence today, 17 February 2021 at 09:00 CET and close on 18 February 2021 at 16:30 CET. The Managers and the Company may, however, at any time resolve to shorten or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

Norske Skog ASA is expected to grant Pareto Securities AS, on behalf of the Managers (the “Stabilisation Manager"), an option to borrow a number of shares equivalent to the Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement. Pursuant to the Over-Allotment Option, the Company is also expected to grant the Stabilisation Manager an option (the “Greenshoe Option”) to subscribe and have issued, at the Offer Price, a number of new shares equal to the number of Additional Shares allocated in the Private Placement to cover short positions resulting from any over-allotments made in the Private Placement not covered through share purchases made as part of any stabilization activities. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo. The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised. Net profits from stabilisation activities, if any, will be to the benefit of the Company and Norske Skog in equal proportions.

Circa has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth (the “Listing”). The first day of trading on Euronext Growth is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 2 March 2021.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and other applicable regulations are available.

Completion of the Private Placement is conditional upon i) approval of the Private Placement by the Company’s board of directors, and (ii) the registration of the share capital increase in the Norwegian Business Register.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Circa in brief:

Circa is a biotechnology company established in 2006 with the vision to produce and sell unique and highly valuable biochemicals at scale. Circa has worked with scientists and engineers for more than 15 years and developed five pilot plants in order to fine-tune and patent what is currently the world’s only scalable production process for these highly demanded biochemicals.

In 2009, Circa patented the Furacell™ production technology, which uses abundant and renewable biomass waste to produce the highly privileged biomolecule Levoglucosenone (LGO). The uniqueness of LGO stems from its versatility as a platform to produce multiple sustainable biochemicals. To date, sustainable biochemicals with relevant applications within pharmaceuticals, agrochemicals, flavours, fragrances, electronics, batteries, paints, graphene, polymers and much more have been produced from the LGO platform.

Global chemical sales are greater than EUR 3 trillion annually, and the chemicals industry is essential for most products and services in everyday life. However, sections of the industry are also harmful both to human health and the environment. Strict regulation and ambitious targets have been introduced by the Green Deal and the EU Chemicals Strategy to drive the introduction of safe and sustainable alternatives to replace traditional, toxic and fossil-based chemicals. Circa supports this ambition with its biochemicals portfolio and has executed extensive market and commercial work over the last decade to enable market entrance for its products.

In 2020, Circa was granted, as part of its leadership position in the ReSolute consortium, the EU Flagship Horizon 2020 Grant of approximately EUR 12 million to support the construction of a 1,000 tonnes production facility in France. The ReSolute plant represents the first step on a high-trajectory growth path towards commercial scale for Circa, and the consortium includes 11 highly qualified partners. The EU has further supported Circa by granting its first commercial scale biochemical, CyreneTM, REACH accreditation.

CyreneTM is a novel biobased solvent that can replace existing, toxic and fossil-based solvent like NMP, DMF, DMSO and DCM. The total market potential for CyreneTM is estimated to more than one million tonnes, and there are currently almost no viable and safe alternatives available at large scale. Global chemicals distribution giant, Merck KGaA, has already provided a Letter of Intent covering the entire CyreneTM production capacity of the ReSolute plant. Other chemicals distribution companies have provided similar letters.

Recently, Circa completed, together with its industrial partner Norske Skog and Wood consulting, a main study for a 5,000 tonnes plant. The study provides the foundation for future growth and a sound basis for development of plant designs up towards 50,000 tonnes.

Circa has a unique potential as a global bio chemicals company, and its vision is to dramatically change the significant toll that the chemicals industry places on our health and environment.

Company highlights:

• Circa has fine-tuned its patented production process for more than 10 years and following five pilot plants have the world’s currently only scalable production process for several high value biochemicals

• Extensive commercial work and strong regulatory tailwinds resulting in a +1m tonne market searching for sustainable and low-toxicity chemical alternatives

• Recent FID on a 1,000 tonnes production plant, first step on a high-trajectory growth path supported by EUR ~12m EU grant and EU REACH accreditation

• LOI’s with chemicals giant Merck KGaA and chemicals distributor Will&Co significantly exceed capacity of the initial 1,000 tonnes production plant

• Completed detailed main study for a 5,000 tonnes plant together with industrial partner Norske Skog, providing further support for plants up to 50,000 tonnes

• Circular economy frontrunner working to change the significant toll that the chemicals industry has on human health and the environment

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS are engaged as financial advisors to the Company and as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Thommessen is acting as legal advisor to Circa, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers. Gambit H&K AS is acting as communication advisor to the Company.

For more information, please contact:

Tony Duncan, Chief Executive Officer

Email: tony.duncan@circagroup.com.au

For press enquiries, please contact:

Andreas Buøen, Gambit H&K

Email: andreas.buoen@hkstrategies.com

Tel: +47 940 32 599

Kathryn Sheridan, Sustainability Consult

Email: ks@sustainabilityconsult.com

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 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.