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Nordic Technology Group AS

Investor Presentation Aug 26, 2022

3681_rns_2022-08-26_e7143f1d-60c5-447b-8d55-149dafb2095b.pdf

Investor Presentation

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1H-2022 Financials and Investor Presentation

26 August 2022 Rune Rinnan (CEO) and Sverre Slåttsveen (CFO)

Important information and disclaimer

This presentation (the "Presentation") has been prepared by Nordic Technology Group AS ("NTG" or the "Company" and together with its subsidiaries the "Group") solely for information purposes in connection with the financial reporting requirement to Oslo Stock Exchange Euronext Growth marketplace and subsequent investor presentation. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy, or a recommendation regarding, any securities of the Company. By attending a meeting where this Presentation is made, or by downloading the presentation from any web site, or requesting to receive, or have received this Presentation from any party, you agree to be bound by the following terms, conditions and limitations.

This Presentation and the information contained herein may not be reproduced in whole or in part to any other person.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Group and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", "will", "should", "may", "continue" and similar expressions. The forward-looking statements contained in this Presentation, including opinions and views of the Company or cited from third party sources, are based on various assumptions. The forward-looking statements are solely opinions and forecasts and are subject to risks and uncertainties which are difficult or impossible to predict and are beyond the Company's control. Forward-looking statements are not guarantees of future performance, and risks, uncertainties and other factors could cause the actual results of operations, financial condition and liquidity of the Group or the industry to differ materially from the expectations expressed or implied in this Presentation by such forward-looking statements. You are cautioned not to place any undue importance on any forward-looking statement. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to its actual results.

The distribution of this Presentation may be restricted by law in certain jurisdictions and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or the Group shall have any responsibility for any such violations.

This Presentation does not purport to contain a complete description of the Group or the markets in which the Group operates. No representation, warranty or undertaking, express or implied, is made by the Company, the Group or other representatives, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. None of the Company or the Group or any of their respective affiliates or representatives shall have any liability arising directly or indirectly from the use of this Presentation or its contents or otherwise arising in connection with this Presentation.

Any investment or acquiring of shares in the Company should be considered as a high-risk investment. An investment in the Company is only suitable if you have sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision relating to the Company's shares, and if you are able to bear the economic risk, and to withstand a complete loss, of your investment. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own financial, legal, business, investment and tax advisers to receive financial, legal, business, investment and tax advice. By receiving this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and are solely responsible for forming your own opinion of the potential future performance of the Company's business. In making an investment decision, investors must rely on their own examination of the Company, including the merits and risks involved.

This presentation is incomplete without reference to and should be viewed solely in conjunction with the verbal briefing provided by the Company´s executive management.

This Presentation does not constitute an offer of, or an invitation to purchase, any of the shares in any jurisdiction in which such offer or sale would be unlawful.

This Presentation is only directed at qualified investors and investment. The Company has not authorized any other person to provide any persons with any other information related to the Company and neither the Company nor the Group will assume any responsibility for any information other persons may provide.

The Company´s executive management and/or Group management and employees may hold shares or other securities or interests in the Company and may, at times, buy or sell such securities.

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdictions of Norwegian courts.

As this presentation covers the period 01.01.22-30.06.22, it is emphasized that the Goup was not yet established, the acquisitions of assets and private placement was not completed and NTG did not have any operating activities. The Group was established in early July 2022 in which NTG acquired shareholdings in six tech-companies from Norsk Innovasjonskapital AS ("NIK I"), Norsk Innovasjonskapital II AS ("NIK II") and Norsk Innovasjonskapital III AS, as well as three other sellers (Lani Invest AS, Arctic Securities AS and RR Capital AS) and some minority shareholdings in the same six assets (the "Acquisitions") immediately prior to completion of the private placement and listing on Euronext Growth Oslo. Accordingly, the presentation of the Group in this presentation partially reflects the structure and business of the Group following the Acquisitions.

NTG Nordic Technology Group AS

Executive summary

BACKGROUND

NTG was incorporated in February 2021 with the ambition to create an industrial technology group driven by acquiring and operating companies with ground-breaking, patented technology in mega trend growth markets within Sensor, Nanomaterials and Clean technologies

.1H 2022 RESULT clean and (prior to acquisition, private placement and listing on Euronext Growth Oslo in July 2022)

• 1H 2022 financials for Parent company on a stand-alone basis in accordance with The Norwegian Accounting Standards Board (Norsk RegnskapsStiftelse (NRS)) requirements

EVENTS AFTER 30.06.2022

  • All closing conditions for acquisition of shareholdings in the six companies and NOK 102 million private placement completed on July 1, 2022 at a share price of NOK 12.00
  • Group organized within three business areas; Sensor, Nanomaterials and Clean technology
  • New Board of Directors elected
  • Oslo Stock Exchange approved application on July 1, 2022, and NTG was admitted to trading on Euronext Growth Oslo on July 5, 2022 at a market value of NOK 851 million

NTG Nordic Technology Group AS

Executive summary continued (events after 30.06.2022)

Sensor Technology

  • ✓ Wavetrain Systems: Received in August 2022 first contract for 2 Level Crossing Warning Systems (LCWS) from Network Rail, UK. Contract value NOK 1.3 million
  • ✓ Hammertech: Expected contract award from Yokogawa Electric Corporation, Japan and contract award from Harbour Energy Plc, UK

Nanomaterials Technology

  • ✓ CondAlign (NOTC: COND): Signed frame agreement with a European flexible IoT battery provider and received first minor contract order
  • ✓ CrayoNano (NOTC: CNANO): Announced availability of first product with first customer in validation, and will contemplate a new equity raise with DNB Markets and Sparebank1 Markets as financial advisors

Clean Technology

  • ✓ Hybrid Energy: signed NOK 14 million contract with Kongsberg Kommunale Eiendom (KKE) in July 2022
  • ✓ MossHydro: signed in July an agreement to implement several low-pressure filter products to a client in the Middle-East

NTG Group structure from July 1, 2022

Group structure and ownership post transaction – July 1, 2022

EVENTS AFTER 30.06.2022

In July 2022, NTG completed the acquisitions of shares in the NTG Group Companies from each of NIK I, NIK II, NIK III, Lani Invest AS, Arctic Securities AS, RR Capital AS and several minority shareholder (jointly the "Sellers"). NTG settled the acquisition by issuing 55,338,048 new shares at the price of NOK 12.00 per share and a NOK 25 million cash payment to the sellers

In July 2022, NTG completed a private placement of NOK 102 million in gross proceeds by issuing 8,502,632 new shares at the price of NOK 12.00 per share

Total number of shares issued after completion of acquisition and private placement is 70,920,680 shares

NTG Management team from July 1, 2022

NTG Board of directors from July 1, 2022

Additional group company information after NTG transaction July 1, 2022

NTG Sensor Technology

Hammertech (~88% ownership) Wavetrain Systems (~84% ownership)

Low-cost meters with unique patented technology measuring multiphase fractions and salinity in real-time. Makes the Oil & Gas industry cleaner and more environment friendly

  • ✓ Expected near-term contract award from Yokogawa Electric Corporation, Japan (TYO: YKE) for sensor to be delivered to Oil India Ltd (NSE: OIL)
  • ✓ Expected near-term contract award from Harbour Energy Plc, UK (LON: HBR) for sensor to be delivered to Vietnam

Low-cost and patented acoustic train detection systems for level-crossings in the railway industry

  • ✓ Received in August 2022 first contract for 2 Level Crossing Warning Systems (LCWS) from Network Rail, UK after having achieved product type approval in Q2 2022. Contract value NOK 1.3 million
  • ✓ Expected roll-out of LCWS in the UK market)

NTG Nanomaterials Technology

CondAlign (~50% ownership) CrayoNano (~14% ownership)

Develops novel conductive films by applying electric fields to align conductive particles in polymers

  • ✓ Signed frame agreement with a European flexible IoT battery provider and received first minor contract order
  • ✓ Signed Letter of Intent with contract manufacturer to accelerate market entry of CondAlign products

Next generation semiconductor company specializing in nanotechnology: Bringing the "worlds most cost-efficient" UVC LED for disinfection in its fab-lite model

  • ✓ Secured key materials for manufacturing of first products and Sampled first product (CrayoLED UV-C LED) to key customers for testing and validation
  • ✓ CrayoNano Fab2 (Taiwan) Cleanroom in progress and target operational in Q4/2022
  • ✓ Contemplating private placement for growth capital and appointed DNB Markets and SB1M as advisors for private placement

NTG Clean Technology (from July 2022)

Hybrid Energy (~96% ownership) Hystorsys (100% by Hybrid Energy) MossHydro2

Designs and installs tailormade, energy-saving and costeffective hybrid heat pumps

Develops a unique metal hydride compressor for hydrogen with almost no moving parts and practically no noise or vibrations

  • ✓ Growing pipeline of RFQ´s (request for quotation) due to energy situation in Europe
  • ✓ Signed contract with Kongsberg Kommunale Eiendom (KKE) in July 2022 for the delivery of a complete hydrogen production & storage system for final delivery medio 2023. Contract value NOK 14m

Develops and produce filters specifically designed for industrial solutions and water treatment systems

Sensor Technology Nanomaterials Technology

Clean Technology

  • ✓ Signed in July an agreement to implement several low-pressure filter products to a client in the middle east
  • ✓ One of the world's largest single screen pressure filters will be exhibited on SMM in Hamburg early September 2022 as part customer order due for final delivery in November

1H 2022 Financials – Parent Company

NTG 1H 2022 Financials

Condensed profit and loss statement

01.01.2022 - 17.02.2021 -
Amounts in TNOK Note 30.06.2022 30.06.2021
Other operating expenses 2 6 213 1 163
Total operating expenses 6 213 1 163
Operating loss -6 213 -1 163
Net financial items 0 0
Net loss before tax -6 213 -1 163
Tax on profit or loss 0 0
Net loss for the period -6 213 -1 163

Condensed balance sheet

Amounts in TNOK Note 30.06.2022 31.12.2021
Assets
Current assets
Other short-term receivables 1 591 0
Cash and cash equivalents 3 2
Total current assets 1 594 2
Total assets 1 594 2
Equity
Paid-in capital
Share capital 4 30 30
Other paid-in capital 4 -
6
-
6
Total paid-in capital 24 24
Uncovered loss 4 -8 427 -2 214
Total equity -8 402 -2 190
Liabilities
Current liabilities
Trade payables 4 569 1 597
Other current liabilities 3 5 427 594
Total current liabilities 9 996 2 191
Total liabilities 9 996 2 191
Total equity and liabilities 1 594 2

NTG 1H 2022 Financials

Condensed cash flow statement

01.01.2022 - 17.02.2021 -
Amounts in TNOK 30.06.2022 30.06.2021
Cash flow from operating activities
Loss before tax -6 213 -1 163
Change in trade payables 2 972 969
Change in other accrual items 3 242 175
Net cash flow from operating activities 2 -19
Cash flow from financing activities
Equity capital contributed at establishment 0 30
Establishments costs 0 -
6
Net cash flows from financing activities 0 24
Net change in cash and cash equivalents 2 5
Cash and cash equivalents at the start of the period 2 0
Cash and cash equivalents at the end of the period 3 5

Note 1 - Accounting principles

The condensed financial statements for the first half year of 2022 have been prepared in conformity w ith NRS 11. The condensed financial statements have not been audited.

Tax

Deferred tax assets are not included in the balance sheet due to uncertainty related to the time of future taxable income.

Receivables

Receivables from customers and other receivables are recognised at par value after deducting a provision for expected losses. The provision for losses is made on the basis of an individual assessment of the respective receivables

Cash flow statement

The cash flow statement has been prepared using the indirect method. Cash and cash equivalents consist of cash, bank deposits and other short-term, liquid investments.

Note 2 - Other operating expenses

Other expenses as of 30.06.2022 relates to establishment of the Group and preparations for the admission to trading on Euronext Grow th in July 2022.

Note 3 - Inter-company items between companies in the same group

30.06.2022 31.12.2021
Liabilities
Other short-term liabilities w
ithin the group*
521 185
* Prior to the transactions described in note 5.
The remaining other current liabilities as of 30.06.2022 relates to the expensed described in note 2.

NTG 1H 2022 Financials

Note 4 - Equity

Share capital in capital loss Total
equity
30 -
6
-2 214 -2 190
-6 213 -6 213
30 -
6
-8 427 -8 402
Other paid Uncovered

Note 5 - Events after the reporting period and going concern

  • Hystorsys AS (indirectly 96,3%) (Hystorsys AS is ow ned 100% by Hybrid Energy AS) On July 1, 2022, Nordic Technology Group AS closed the transactions for the structure of the NTG Group, including acquisition of shareholdings in the follow ing companies w ith the follow ing ow nership percent:

- Hybrid Energy AS (96,3%)

  • CondAlign AS (50,5%)
  • Wavetrain Systems AS (83,6%)
  • MossHydro AS (89,9%)
  • Hammertech AS (87,8%)
  • CrayoNano AS (14,6%)

The transactions w ere completed w ith acquisition price of MNOK 689, of w hich MNOK 644 w as settled through issue of shares in the company and MNOK 25 sellers credit w hich w as paid in cash in July.

In addition, the company completed a private placement of shares raising gross MNOK 102 in cash, net MNOK 95.

The condensed intirim financial statements have been prepared assuming the company w ill continue as a going concern.

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