Inin Group AS — Capital/Financing Update 2021

Oct 1, 2021

ELOP AS: PRIVATE PLACEMENT SUCCESSFULLY PLACED

ELOP AS: PRIVATE PLACEMENT SUCCESSFULLY PLACED

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement published on 30 September 2021 by Elop AS ("Elop" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares").

Elop is pleased to announce that the Private Placement has been successfully placed, through an allocation of 25,000,000 Offer Shares at a subscription price of NOK 4 per Offer Share, for gross proceeds of NOK 100,000,000. The Private Placement attracted strong interest and was substantially oversubscribed.

Fearnley Securities AS and Pareto Securities AS have acted as joint lead managers and joint bookrunners in connection with the Private Placement (together the "Managers").

The net proceeds from the Private Placement will be applied to investments in sales & marketing, tech delivery & development and CAPEX & NWC as well as for general corporate purposes.

The following primary insiders have subscribed for and will be allocated Offer Shares in the Private Placement:

* Gimle Invest AS, a close associate of chairman of the board and CEO Øivind Horpestad has been allocated 1,250,000 Offer Shares;

* Lani Invest AS, a close associate of board member Lars Nilsen has been allocated 875,000 Offer Shares;

* Middelborg Invest AS, a close associate of board member Kristian Lundkvist, have been allocated 600,000 Offer Shares;

* BHM Holding AS, a close associate of Bård Myrstad, COO of Elop, has been allocated 473,657 Offer Shares;

* HKL Holding AS, a close associate of Ho Kwan Leung, CPO Elop, has been allocated 470,683 Offer Shares;

* Nimbustech AS, a close associate of Imran Tamboli, CTO of Elop, has been allocated 190,578 Offer Shares;

* Danoni AS, a close associate of Daniel Kohn, CCO of Elop, has been allocated 115,083 Offer Shares.

Members of the Company's management and board of directors have agreed to a 6 month customary lock-up following the completion of the Private Placement.

Allocation to investors and payment instructions is expected to be communicated on or about 1 October 2021. The allocated Offer Shares will be settled with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth Oslo pursuant to share lending agreements with certain shareholders of the Company (Melandsø Invest AS, Sogn Invest AS, Zono Invest AS and Tigerstaden Marine AS), to facilitate delivery on a delivery versus payment basis. The allocated shares will thus be tradable upon notification of allocation, expected on or about 1 October 2021. The settlement date in the Private Placement is expected to be on or about 5 October 2021. The Managers will settle the share loans with a corresponding number of new shares in the Company, which have been resolved issued by the Company's board of directors pursuant to the authorisation granted by the Company's annual general meeting on 21 April 2021. Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a registered share capital of NOK 5,900,190.75 divided into 118,003,815 shares, each with a nominal value of NOK 0.05.

The Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company. The board has considered this and is of the view that it would be in the best interest of the Company and its shareholders to deviate from the existing shareholders' pre-emptive right to the Offer Shares, and that this would also be in compliance with the requirements in the Norwegian Private Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company's or the shareholders' expense and the obligation relating to equal treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014.

The Company will consider carrying out a subsequent offering with non-tradeable subscription rights of up to 2,500,000 new shares in the Company, at a per share subscription price of NOK 4 (equal to the offer price in the Private Placement), for gross proceeds of up to NOK 10,000,000, towards existing shareholders in the Company as of 30 September 2021 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) 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. Whether or not such subsequent offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement.

Advokatfirmaet Grette AS has acted as legal counsel to the Company, and Wikborg Rein Advokatfirma AS has acted as legal counsel to the Managers in connection with the Private Placement.

END

For further information, please contact:

Media

Øivind Horpestad, Executive Chairman of Elop, tel: +47 910 00 626

Investors

Kim Boman, CFO of Elop, tel: +47 959 63 912

About Elop

Elop is a Norwegian holding company with two operating subsidiaries. Elop Technology develops tools and digital solutions to inspect, monitor and manage infrastructure worldwide using patented ultrasound technology. Through data-driven and AI-based solutions for inspection and predictive maintenance of concrete infrastructure, the vision is to provide asset owners with solutions that improve safety, extend asset lifetime, minimise total lifecycle cost and environmental footprint. Simplifai offers automation solutions using artificial intelligence.

This information is such that Elop is required to disclose in accordance with the EU Market Abuse Regulation. This announcement was published by Kim Boman, CFO, Elop AS, on 1 October 2021 at 08:05 CEST.

Important information:

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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.

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.

In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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.