Energeia AS

Share Issue/Capital Change • Dec 6, 2022

Energeia AS announces successful placing of private placement

Energeia AS announces successful placing of private placement

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Oslo, 6 December 2022: Reference is made to the previous announcements from Energeia AS (“Energeia” or the “Company”) published on 5 December 2022 and 6 December 2022 regarding a contemplated Private Placement (as defined below) and admission to trading on Euronext Growth Oslo (the “Admission”).

The application period of the Private Placement expired on 6 December 2022 at 14:00 (CET) and the Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 36,730,559 new shares in the Company (the “New Shares”) at a price of NOK 2.475 per share (the “Subscription Price”), raising gross proceeds of NOK 90.9 million. In addition, the Managers (as defined below) have over-allocated 3,669,441 additional existing shares (the “Additional Shares” and, together with the New Shares the “Offer Shares”) (the “Private Placement”).

The Board of Directors of the Company has today resolved to consummate the Private Placement on the basis of the board authorisation to issue new shares granted by the extraordinary general meeting of the Company held on 2 December 2022 and registered in the Norwegian Register of Business Enterprises ("NRBE") on 5 December 2022 and the conditional allocation of Offer Shares, subject to fulfilment of the Conditions as set out below.

Newly elected chair of the board, taking effect from the first day of trading of the Company's shares on Euronext Growth Oslo, Ragnhild Wiborg, has subscribed for and been allocated 100,000 shares.

The net proceeds to the Company from the Private Placement will be used (i) to acquire the Dutch O&M companies ASN for approximately NOK 50 million (subject to certain conditions being fulfilled); (ii) to repay a shareholder loan to Jakobsen Energia AS of approx. NOK 10 million and net debt to EAM Solar ASA of approx. NOK 14 million; and (iii) for additional project developments and general corporate purposes.

The Company, certain large shareholders (Sundt AS) and members of the Company's management have entered into customary lock-up arrangements with the Managers that restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares in the Company, as applicable, for a period of 6 months for the Company and Sundt AS, and 12 months for the members of management, from the date of commencement of trading in the shares on Euronext Growth Oslo, without the prior written consent of the Managers.

The Additional Shares will be settled by existing shares borrowed by the Managers from Jakobsen Energia AS (3,669,441 shares) (the "Over-allotment Option"), and will be redelivered to the same shareholder upon expiry of the stabilization period described below. The Company has granted Fearnley Securities AS, acting as stabilization manager on behalf of the Managers (the "Stabilization Manager"), an option to subscribe, at a price of NOK 2.475 per share (which is equal to the Subscription Price in the Private Placement), up to a number of additional new shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares not covered through share purchases made as part of any stabilization activities (the "Greenshoe Option").

The completion of the Private Placement is subject to the following conditions (the “Conditions”) being met: (i) all the corporate resolutions of the Company required to implement the Private Placement being validly made, (ii) the placing agreement between the Company, the Share Lender and the Managers (the “Placing Agreement”) being in full force and effect and the Company and the Share Lender having complied with the terms and conditions of the Placing Agreement in all material respects, and (iii) payment in full of the Offer Shares, (iv) the share capital increase pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises, and (v) the Oslo Stock Exchange approving the Company’s application for listing of its shares on Euronext Growth Oslo.

There will be in total 117,545,871 shares in issue in Energeia following the issuance of the New Shares, each with a nominal value of NOK 0.02, resulting in a post-money market capitalisation of the Company of approximately NOK 291 million based on the Subscription Price.

Notification of conditional allocation to investors is expected to be communicated on or about 7 December 2022. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 13 December 2022 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the New Shares in VPS. The delivery-versus-payment settlement of the New Shares in the Private Placement, excluding New Shares allocated to the Cornerstone Investors, is facilitated by a pre-funding agreement between the Company and the Managers.

The Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company's shares on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted in accordance with Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures.

The Company has applied, and expects, subject to the conditions for completion of the Private Placement being fulfilled and necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be on or about 13 December 2022.

Advisors:

Fearnley Securities AS and Norne Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Private Placement and the Admission. Advokatfirmaet Wiersholm AS is acting as legal counsel to Energeia, while Advokatfirmaet Grette AS is acting as legal counsel to the Managers.

For further information, please contact:

CEO, Viktor Jakobsen, email: viktor@energeia.no and telephone: +47 916 11 009

Deputy CEO, Jarl Egil Markussen, email: jarl@energeia.no and telephone: +47 480 23 214

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

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 or its securities 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 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 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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, 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 provide any guarantees 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 its 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 made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter 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.

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 the Norwegian Securities Trading Act.

This stock exchange release was published by Jarl Egil Markussen, Deputy CEO, Energeia AS, on 6 December 2022 at 17:30 CET.