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Knox Energy Solutions AS

Delisting Announcement Aug 30, 2023

8165_iss_2023-08-30_f7561790-cc0c-4ac2-9feb-b5cdf4843602.html

Delisting Announcement

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Hyon AS announces close of strategic review and proposed dissolution

Hyon AS announces close of strategic review and proposed dissolution

Drammen, Norway, 30 August 2023 Hyon AS (HYON) ("Company") announces that its

Board of Directors (the "Board") has resolved to close the strategic review and

propose that the general meeting resolves to dissolve the Company.

Following the strategic review that was publicly announced on 5 July 2023 and

updated on 16 August 2023, the board of directors and management have over time

worked with several alternative financing options for the Company, including

equity instruments, debt financing, government supported R&D programs, strategic

partnerships, and other commercially based agreements. Despite all efforts made,

the board has not received any sufficiently firm indications or commitments for

a financial solution to support continuing operations.

In addition to potential structures with third parties the Board has assessed

the potential for a financing supported by its current shareholders. In

particular, the Board holds an authorisation to issue a number of new shares

equivalent to 50% of the current share capital, that could potentially be used

for an equity financing. The Company's shareholder base is however fractional,

and no alternative has in the opinion of the Board found required support for

use of the Company's remaining liquidity.

The Board has also considered an alternative for divestment of assets and/or a

combination with other businesses to expand operations under the Company's

listing. As there are no known immediate alternatives and maintaining a listing

is also associated with cost, the Board has concluded it is not a feasible

option as it would risk liquidity without reasonable outlook for added

shareholder value.

Further to this and based on the board of directors' fiduciary duties, the board

will propose that the general meeting resolves a dissolution of the company

pursuant to the voluntary procedures as set out in the Norwegian Private Limited

Liability Companies Act with distribution of any value to its shareholders.

"The company has been well positioned for delivering high-capacity hydrogen

fuelling systems to the maritime market but have been put under financial

pressure as a result of delayed development and adoption of hydrogen solutions

in general and especially in the maritime market", says chairman of the board

Otto Søberg. "It is with great regret that it has not been possible to establish

any viable options to secure continued operations for Hyon."

The Company remains in a position where it has available cash to cover its

operations to year-end 2023. As a result of the proposal to dissolve the Company

additional cost reducing measures will be implemented, including reducing

personnel cost.

Any distributions as a result of the dissolution will accrue to the shareholders

of the Company as of the date of the general meeting. The Company will announce

the key dates for the process as soon as determined in accordance with the

continuing obligations for companies listed on Euronext Growth Oslo.

The proposal to dissolve the Company will be made for a general meeting expected

to be held on or about 15 September 2023. The notice for the general meeting

including further information on the resolutions proposed and key dates will be

disclosed as soon as determined. Should the Board's proposal on dissolving the

Company not obtain the required majority vote, the current Board wishes to make

their seats available and that the general meeting appoints a new board of

directors for the Company.

For further inquiries, please contact: Jørn Kristian Lindtvedt CEO

([email protected]), or Otto Søberg Chairman of the Board

([email protected]).

Inside information

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

announcement was published by Jørn Kristian Lindtvedt, CEO at the time stated in

this announcement on behalf of the Company.

Forward-looking statements

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.

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.

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