Nordic Technology Group AS

Share Issue/Capital Change • Jun 10, 2025

Nordic Technology Group AS Company update and contemplated private placement

Nordic Technology Group AS Company update and contemplated private placement

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.

Nordic Technology Group AS (the "Company" or "NTG") hereby announces a

contemplated private placement of new shares in the Company (the "Offer

Shares") of minimum NOK 66.9 million and up to NOK 75 million (the "Private

Placement"). The Company has received pre-commitments for Offer Shares to

cover the lower end of the range. The Company has engaged Arctic Securities AS

as manager (the "Manager") to advise on and effect the contemplated Private

Placement.

The price per Offer Share (the "Subscription Price") will be NOK 1.00 per

share. The final number of Offer Shares to be issued in the Private Placement

will be determined by the board of directors of the Company (the "Board") in

consultation with the Manager after closing of the application period.

The Private Placement consists of (i) a tranche of NOK 46.9-55 million to be

settled in cash and (ii) a tranche of NOK 20 million to be settled through

conversion of debt. Televenture Capital AS and Televenture Management XII AS

(together, "Televenture") has provided certain loans to the Company with total

outstanding amounts, including accrued interests, of minimum NOK 20 million,

which will be partly set-off against Televenture's payment obligation for the

Offer Shares in the Company as part of, and on the same terms as, the Private

Placement. The Televenture entities are persons closely associated with the

Company's CEO, Rune Rinnan.

The Company has received binding subscriptions for Offer Shares to be settled

in cash that covers the lower end of the range from Songa Capital AS (NOK 15

million), Altitude AS (NOK 10 million), JAMA Holding AS (NOK 5 million), Skips

AS Tudor (NOK 5 million), S. Munkhaugen AS (NOK 4 million), Haadem Invest AS

(NOK 3.5 million), Lani Invest AS (NOK 2 million), Lave AS (NOK 1.2 million)

and August Industrier AS (NOK 1.2 million). August Industrier AS is a person

closely associated with the Company's chairperson, Henrik Christensen. As

consideration, the above-mentioned investors and Televenture will receive a

commission equal to 5% of their respective subscription amount, which will be

payable in new shares in the Company at the same price as the Subscription

Price, i.e. a total of 3,345,000 shares (the "Guarantee Shares").

The net proceeds to the Company from the Private Placement will be used to

cover working capital financing in the subsidiaries Wavetrain Systems and

Hammertech, as well as general corporate purposes in the Company. The proceeds

from the Private Placement are expected to ensure that the Company is funded

for its operations for at least the next 12 months.

Company update

The Company has uploaded an updated company presentation on its website on the

following link: https://www.nordictechnologygroup.no/about/investorrelations.

The updated presentation includes status of the NTG group companies, updates

on the annual general meeting, including the audit of the 2024 annual report,

and unaudited management financial figures as of May 2025.

Details of Private Placement

The application period for the Private Placement will start today, 10 June

2025 at 16:30 (CEST) and close on 11 June 2025 at 08:00 (CEST). The Company

and the Manager may, however, at any time resolve to extend or shorten the

application period on short or no notice. If the application period is

extended or shortened, any other dates referred to herein may be amended

accordingly. The Company intends to announce the number of Offer Shares

allocated in the Private Placement through a stock exchange notice expected to

be published before opening of the trading on Oslo Børs on 11 June 2025.

The Private Placement will be directed towards selected Norwegian and

international investors, in each case subject to and in compliance with

applicable exemptions from relevant prospectus, filing and other registration

requirements. The minimum application and allocation amount in the Private

Placement has been set to the NOK equivalent of EUR 100,000. The Company may,

however, 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 (including

Regulation (EU) 2017/1129) are available, including to employees and directors

of the Company.

Allocation of Offer Shares will be determined by the Board, at its sole

discretion, in consultation with the Manager, following the expiry of the

bookbuilding period. The Company may focus on allocation criteria such as (but

not limited to) pre-subscriptions, perceived investor quality, existing

ownership in the Company, timeliness of the application, early indication,

relative order size, sector knowledge, investment history and investment

horizon.

The Company will convene an extraordinary general meeting to be held on or

about 25 June 2025 to resolve the following matters: (i) the share capital

increase pertaining to the Private Placement in two tranches, consisting of

the cash portion and the debt conversion portion, (ii) the share capital

increase pertaining to the Guarantee Shares, and (iii) an authorisation to the

Company's Board of Directors to resolve the share capital increase pertaining

to the Repair Offering (as defined below) (together, the "GM Resolutions").

The investors who have pre-subscribed the Offer Shares have delivered

undertakings to vote in favour of the GM Resolutions.

Completion of the Private Placement, by delivery of the Offer Shares to

investors, is subject to (i) all necessary corporate resolutions being validly

made by the Company, including (without limitation) resolutions by the Board

to consummate the Private Placement and the extraordinary general meeting of

the Company duly resolving the GM Resolutions, (ii) all investors in the

Private Placement either making cash payment of their allocated Offer Shares

or converting the debt as payment for the Offer Shares, and (iii) the share

capital increase pertaining to the Offer Shares being registered with the

Norwegian Register of Business Enterprises and the Offer Shares being validly

issued in the VPS.

Subject to timely payment of the subscription amounts and registration of the

share capital increase pertaining to the Offer Shares, payment for the Offer

Shares is expected to take place on or about 27 June 2025, with delivery of

the Offer Shares on or about 2 July, subject to timely payment and

registration of the share capital increase pertaining to the Offer Shares.

The Private Placement represents a deviation from the shareholders'

pre-emptive right to subscribe for the Offer Shares. The Board has considered

the Private Placement in light of the equal treatment obligations under the

Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule

Book II for companies admitted to trading on Euronext Oslo and the Oslo Stock

Exchange's Guidelines on the rule of equal treatment, and deems that the

proposed Private Placement, including the issuance of the Guarantee Shares, is

in compliance with these obligations. 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. By structuring the equity raise as a private

placement, the Company is able to raise equity that will give 12-month

liquidity efficiently, with a lower discount to the current trading price, at

a lower cost and with a significantly reduced completion risk compared to a

rights issue. The Company has considered a rights issue instead of a private

placement. The Company is of the opinion that a rights issue would have to be

on a fairly significant discount, and guaranteed by a consortium of

underwriters which would also be at a higher cost for the Company than the

commission to the investors that have pre-subscribed under the Private

Placement.

To mitigate the dilutice effect of the Private Placement the Company intends

to, subject to, inter alia, completion of the Private Placement and prevailing

market conditions, conduct a subsequent offering of new shares limited upwards

to the NOK equivalent of EUR 1 million (the "Repair Offering") at the same

subscription price as in the Private Placement. Shareholders being allocated

shares in the Private Placement, and shareholders who are 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, will not be eligible to participate in a Repair Offering. Further

information on any Repair Offering will be given in a separate stock exchange

release when available. The Company reserves the right in its sole discretion

to not conduct or cancel any Repair Offering.

Arctic Securities AS is acting as manager and Advokatfirmaet Wiersholm AS is

acting as legal counsel to the Company in connection with the Private

Placement.

For additional information, please contact:

CEO Rune Rinnan

Mob. +47 900 56 028

rune.rinnan@ntechgroup.no

About Nordic Technology Group

Nordic Technology Group (NTG) is dedicated to technologies contributing to

solve society challenges by using electronics and software as its building

blocks. By devotion to its technology segments, sensor, nanomaterials and

clean-tech, NTG is targeting international markets and building industry

leaders, by utilizing synergies within and across each of its technology

sectors and by leveraging on its extensive patent library to secure

shareholder value and growth.

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 Rune Rinnan on the time and date provided.

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 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.

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. 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 Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising

from the use of this announcement.

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.

This information is information that Nordic Technology Group is obliged to

make public pursuant to the EU Market Abuse Regulation. The information was

submitted for publication, through the agency of the contact persons set out

above, at 2025-06-10 17:18 CEST.