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Hunter Group ASA

Share Issue/Capital Change Feb 1, 2017

3626_rns_2017-02-01_8bfb8b4e-0528-44ef-bb7d-65d4d18b5e2c.html

Share Issue/Capital Change

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Badger Explorer ASA - Contemplated private placement

Badger Explorer ASA - Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE

OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,

CANADA, JAPAN OR THE UNITED STATES

Stavanger, 1 February 2017

Badger Explorer ASA (the "Company") has retained ABG

Sundal Collier ASA (the "Manager") to advise on and

effect an undocumented private placement of NOK 250-

300 million in new shares in the Company directed

towards existing shareholders and potential new

Norwegian and international investors (the "Private

Placement"). The subscription price in the Private

Placement has been set to NOK 0.50 per share.

The net proceeds from the Private Placement will be

used for further development of the Badger tool and

pursue opportunities which can accelerate the

commercialization of the Company's patents and

knowhow. The Company is further of the opinion that

the current state of the oil services industry opens

up for several interesting investment opportunities.

The aim of the Company is to capitalize on the current

situation and selectively pursue potential

opportunities that arise.

The minimum amount in the Private Placement is i)

partly underwritten by several of the Company's

largest shareholders; including Apollo Asset Limited,

Tycoon Industrier A/S, Tigerstaden AS, Silvercoin

Industries AS and Middelborg Invest AS (the "Large

Existing Shareholders"), as well as Spencer Trading

Inc., owned by Arne Blystad, as a new long term

investor, and ii) partly pre-subscribed by other

existing and new institutional investors.

In connection with the Private Placement, the Large

Existing Shareholders have entered into lock-up

agreements on their shareholdings after the Private

Placement lasting until 1 August 2017. The Chairman of

the Board of the Company, Marcus Hansson, will

subscribe for NOK 500,000 in the Private Placement and

has entered into an identical lock-up agreement. The

Large Existing Shareholders have furthermore entered

into an undertaking to vote in favor of necessary

corporate resolutions to complete the Private

Placement and a Subsequent Offering (as defined below)

at an Extraordinary General Meeting scheduled for on

or about 23 February (the "EGM") to be called for

shortly after the completion of the Private Placement.

The application period for the Private Placement will

commence today, 1 February 2017 at 16:30 CET and close

tomorrow, 2 February 2017 at 08:00 CET. The Company

may at its own discretion extend or shorten the

application period at any time and for any reason. The

minimum order in the Private Placement has been set to

the number of shares that equals an aggregate purchase

price of the NOK equivalent of EUR 100,000. The

Company may, at its sole discretion, allocate an

amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to

the Norwegian Securities Trading Act and ancillary

regulations are available.

The allocation of New Shares in the Private Placement

will be made at the discretion of the Company's Board

of Directors in consultation with the Manager. The

completion of the Private Placement is subject to the

approval by the EGM.

As a consequence of the private placement structure,

the shareholders' preferential rights will be deviated

from. The reason for the deviation is that the Company

is able to raise capital in a timely and cost

efficient manner that may be used for investments

within the Company's investment strategy.

Subject to completion of the Private Placement, the

Board of Directors intends to propose to the EGM to

carry out a subsequent offering of new shares

(the "Subsequent Offering"). The Subsequent Offering

will be directed towards shareholders in the Company

as of close of trading today, 1 February 2017, as

registered in the VPS on 3 February 2017 (the "Record

Date") who were not allocated shares in the Private

Placement, and who are not resident in a jurisdiction

where such offering would be unlawful, or would (in a

jurisdiction other than Norway) require any prospectus

filing, registration or similar action ("Eligible

Shareholders"). Eligible Shareholders will receive non-

transferable subscription rights based on their

shareholding as of the Record Date. The subscription

rights will give Eligible Shareholders a preferential

right to subscribe for and be allocated shares in the

Subsequent Offering. The subscription price in the

Subsequent Offering will be equal to the subscription

price in the Private Placement.

For further information, please contact:

Gunnar Dolven, CFO, cell phone +47 908 53 168

Marcus Hansson, COB, cell phone +44 782 4460 691

www.bxpl.com

Important information:

The release is not for publication or distribution, in

whole or in part directly or indirectly, in or into

Australia, Canada, Japan or the United States

(including its territories and possessions, any state

of the United States and the District of Columbia).

This release is an announcement issued pursuant to

legal information obligations, and is subject of the

disclosure requirements pursuant to section 5-12 of

the Norwegian Securities Trading Act. It is issued for

information purposes only, and does not constitute or

form part of any offer or solicitation to purchase or

subscribe for securities, in the United States or in

any other jurisdiction. The securities mentioned

herein have not been, and will not be, registered

under the United States Securities Act of 1933, as

amended (the "Securities Act"). The securities may not

be offered or sold in the United States except

pursuant to an exemption from the registration

requirements of the Securities Act. The Company does

not intend to register any portion of the offering of

the securities in the United States or to conduct a

public offering of the securities in the United

States. Copies of this announcement are not being made

and may not be distributed or sent into Australia,

Canada, Japan or the United States. The issue,

exercise, purchase or sale of subscription rights and

the subscription or purchase of shares in the Company

are subject to specific legal or regulatory

restrictions in certain jurisdictions. Neither the

Company nor the Manager assumes any responsibility in

the event there is a violation by any person of such

restrictions.

The distribution of this release may in certain

jurisdictions be restricted by law. Persons into whose

possession this release comes should inform themselves

about and observe any such restrictions. Any failure

to comply with these restrictions may constitute a

violation of the securities laws of any such

jurisdiction. The Manager is acting for the Company

and no one else in connection with the Private

Placement and will not be responsible to anyone other

than the Company for providing the protections

afforded to their respective clients or for providing

advice in relation to the Private Placement and/or any

other matter referred to in this release.

Forward-looking statements: This release and any

materials distributed in connection with this release

may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk

and uncertainty because they reflect the Company's

current expectations and assumptions as to future

events and circumstances that may not prove accurate.

A number of material factors could cause actual

results and developments to differ materially from

those expressed or implied by these forward-looking

statements.

***

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