Magnora ASA

Share Issue/Capital Change • Feb 3, 2021

MAGNORA ASA – Contemplated Private Placement

MAGNORA ASA – Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN 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 TO BUY OR SUBSCRIBE OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 3 February 2021.

Magnora ASA (the "Company" or "Magnora" with OSE ticker: "MGN") announces a contemplated equity private placement of NOK 80 million (the “Offer Size”) by issue of new shares (the "Offer Shares") in the Company through an accelerated book-building process (the "Private Placement"). Based on demand, the Offer Size may be increased, but not above NOK 120 million in total.

Magnora has engaged Fearnley Securities AS as sole manager and book-runner (the "Manager") for the Private Placement.

The subscription price per Offer Share (the “Subscription Price”) and the final number of Offer Shares to be issued will be determined by the Company’s board of directors (the "Board") in consultation with the Manager on the basis of a book-building process.

The Company’s largest shareholder, Kistefos AS, has committed to subscribe for Offer Shares at the Subscription Price for an amount of up to NOK 16,000,000, but may be allocated Offer Shares for a lesser amount. In addition, the following primary insiders or entities controlled by them have agreed to subscribe, and will be allocated, Offer Shares at the Subscription Price for the following amounts: Chairman Torstein Sanness NOK 500,000, CEO Erik Sneve NOK 1,000,000, board member Hilde Ådland NOK 100,000, investment director Haakon Alfstad NOK 100,000, and CFO Bård Olsen NOK 50,000.

The net proceeds from the Private Placement will be used to fund committed investments, further investments into new projects and for general corporate purposes.

The allocated Offer Shares will be issued by the Board pursuant to the authorization as granted by the Company's 2020 annual general meeting.

The book-building period will commence today 3 February 2021 at 17:00 hours (CET) and close tomorrow 4 February 2021 at 08:00 hours (CET) (the “Book-building Period”). The Company may at its own discretion extend or shorten the Book-building Period at any time and for any reason. If the Book-building Period is shortened or extended, the other dates referred to herein may be amended accordingly.

The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that 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 applicable regulations, including the Norwegian Securities Trading Act, Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State (the "Prospectus Regulation") and ancillary regulations, are available.

The allocation of Offer Shares will be made by the Board in consultation with the Manager. The Board will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon.

The allocation and issue of Offer Shares is subject to (i) all necessary corporate resolutions being validly made, by the Company, including without limitation (a) approval by the Board of a Subscription Price and allocation of Offer Shares; and (b) approval by the Board for the issuance of the allocated Offer Shares based on the authorisation to increase the Company’s share capital granted by the Company’s 2020 annual general meeting; (ii) payment being received for allocated Offer Shares, and (iii) registration of the share capital increase in the Company with the Norwegian Register of Business Enterprises (together the “Conditions”). The Private Placement will be cancelled if the Conditions are not fulfilled, and may be cancelled by the Company in its sole discretion for any other reason.

The Company will announce the final number of allocated Offer Shares in the Private Placement in a stock exchange announcement expected to be published at the latest before opening of trading on the Oslo Stock Exchange tomorrow, 4 February 2021.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has considered alternative structures for the raising of new equity. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company expects to be in a position to complete the share issue in today's market conditions in an efficient manner and at a higher subscription price than would have been the case for a rights issue. In the assessment it has also been taken into consideration that the Private Placement is subject to a publicly announced book -building process.

Advokatfirmaet Schjødt AS is acting as legal advisor for Magnora in connection with the Private Placement.

This announcement is made pursuant to section 5-12 of the Securities Trading Act.

Enquiries:

Torstein Sanness, working chairman, sanness at sf-nett.no

Erik Sneve, CEO, Magnora ASA, es at magnoraasa.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 Magnora ASA. 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 their 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 operate, 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 document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither the Company nor the Manager 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 Company or the Manager, nor any of their respective 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 in the Company. Neither the Company nor the Manager, nor any of their respective affiliates accepts any liability arising from the use of this announcement.