Nordic Unmanned ASA

Share Issue/Capital Change • Dec 7, 2022

Nordic Unmanned - Contemplated private placement

Nordic Unmanned - Contemplated private placement

7.12.2022 16:30:01 CET | Nordic Unmanned | Additional regulated information

required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES

NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Nordic Unmanned ASA ("Nordic Unmanned" or the "Company") (ticker: NUMND) has

retained Pareto Securities AS and SpareBank 1 Markets AS as Joint Lead Managers

and Joint Bookrunners (the "Managers") to advise on and effect a contemplated

private placement of new ordinary shares in the Company each with a nominal

value of NOK 1 (the "Offer Shares") for gross proceeds of NOK 50-70 million (the

"Offer Size"), subject to and in compliance with applicable exemptions from

relevant prospectus or registration requirements (the "Private Placement").

The final subscription price per Offer Share (the "Offer Price") and the final

Offer Size will be determined by the Company's board of directors (the "Board"),

in consultation with the Managers, on the basis of a book building process to be

conducted by the Managers. The Private Placement and issue of the Offer Shares

will be subject to, among other things, approval by an extraordinary general

meeting of the Company (the "EGM").

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

investments in assets, equipment and maintenance packages for certain contracts,

working capital needs until full contract production in mid-2023 and to reduce

short-term debt.

The minimum subscription and allocation amount in the Private Placement will be

a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The

Company may, at its sole discretion, allocate Offer Shares for an amount below

EUR 100,000 to the extent applicable exemptions from the prospectus

requirements, in accordance with applicable regulations, including the Norwegian

Securities Trading Act and Regulation (EU) 2017/1129 on prospectuses for

securities and ancillary regulations, are available.

The book building period for the Private Placement will take place from and

including 7 December 2022 at 16:30 hours CET to and including 8 December 2022 at

08:00 hours CET (the "Application Period"). The Company may extend or shorten

the Application Period at any time and for any reason on short, or without,

notice. If the Application Period is extended or shortened, the other dates

referred to herein might be changed accordingly.

The Private Placement will be directed towards a limited number of Norwegian and

international investors, including existing Company shareholders and new

investors, in each case, subject to and in compliance with applicable exemptions

from relevant prospectus requirements: (i) outside the United States in reliance

on Regulation S under the US Securities Act of 1933 (the "US Securities Act")

and (ii) in the US to "qualified institutional buyers" (QIBs) as defined in Rule

144A under the US Securities Act.

The allocation of Offer Shares, which will be made on a conditional basis

subject to, amongst other things, a resolution by the EGM to approve the Private

Placement and issue the Offer Shares, will be made at the sole discretion of the

Board (in consultation with the Managers). The Board will focus on criteria such

as (but not limited to) indications from the wall-crossing phase of the Private

Placement, the Company's shareholder structure, existing ownership in the

Company, timeliness of the application, relative order size, sector knowledge,

perceived investor quality, price leadership and investment horizon. The Company

may, at its sole discretion, set a maximum allocation to any applicant as well

as reject or reduce any application in whole or in part. Allocation of Offer

Shares totalling a lower amount than applied for does not affect the applicant's

obligation to subscribe for and pay for the Offer Shares allocated.

Notification of conditional allocation and payment instruction is expected to be

sent by the Managers on or about 8 December 2022 before 09:00 CET.

Completion of the Private Placement (by issue and delivery of Offer Shares to

investors) is subject to (i) the Board resolving to consummate the Private

Placement and conditionally allocate the Offer Shares, (ii) an extraordinary

general meeting (the "EGM") in the Company resolving to approve the Private

Placement and issue the Offer Shares, (iii) the Pre-Payment Agreement (as

defined below) remaining unmodified and in full force and effect, and (iv) the

share capital increase pertaining to the issuance of the allocated Offer Shares

being validly registered with the Norwegian Register of Business Enterprises

("NRBE") and the allocated Offer Shares being validly issued and registered in

the Norwegian Central Securities Depository, Euronext Securities Oslo ("VPS") -

(jointly the "Conditions"). The EGM will be called for as soon as possible after

expiry of the Application Period and the Board having approved the Offer Price

and allocation of Offer Shares, and is expected to be held on or about 22

December 2022.

The Private Placement will be cancelled if the Conditions are not met. The

Company reserves the right to, at any time, and for any reason, cancel, and/or

modify the terms of, the Private Placement. Neither the Managers nor the Company

will be liable for any losses if the Private Placement is cancelled or modified,

irrespective of the reason for such cancellation or modification.

The date for settlement of the Private Placement is expected to be on or about

23 December 2022 (the "Settlement Date"), subject to, among other things, any

shortening or extensions of the Application Period, the actual date of the EGM,

handling time for registration of the share capital increase relating to the

Private Placement in the NRBE and fulfillment of the Conditions. The Offer

Shares are expected to be pre-paid by the Managers pursuant to a pre-payment

agreement (the "Pre-Payment Agreement") expected to be entered into between the

Company and the Managers, in order to facilitate prompt registration of the

share capital increase pertaining to the issue of Offer Shares in the NRBE and

delivery-versus-payment (DVP) settlement with investors. The Offer Shares

allocated in the Private Placement will be tradable on Euronext Growth Oslo when

the new share capital relating to the Private Placement has been registered with

the NRBE and the Offer Shares have been registered by the VPS, expected on or

about 23 December 2022, subject to the Conditions having been met.

The Company and the members of the Company's management and Board have agreed to

a 6 month lock-up, subject to customary exemptions and exception for Skaulen AS

in connection with the share transaction between primary insiders described

below.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' circular

no. 2/2014 and is of the opinion that the waiver of the preferential rights

inherent in a private placement, taking into consideration the time, costs and

risk of alternative methods of securing the desired funding, is in the common

interest of the shareholders of the Company.

The Company may, subject to completion of the Private Placement and certain

other conditions, decide to carry out a subsequent repair offering of new shares

at the Offer Price on the basis of the board authorisation to increase the

Company's share capital granted by the Company's general meeting on 25 May 2022

(the "Subsequent Offering"). The Subsequent Offering, if carried out, will,

subject to applicable securities law, be directed towards existing shareholders

in the Company as of 7 December 2022 (as registered in the VPS two trading days

thereafter), who (i) were not included in the wall-crossing phase of the Private

Placement, (ii) were not allocated Offer Shares in the Private Placement, and

(iii) are not resident in a jurisdiction where such offer would be unlawful or

would (in jurisdictions other than Norway) require any prospectus, filing,

registration or other similar action. The potential Subsequent Offering will be

subject to, among other things, approval by the Board. Launch of a Subsequent

Offering, if carried out, may also be contingent on publishing of a prospectus.

Skaulen AS (100% owned by the Company's CEO, Knut Roar Wiig) will in connection

with the Private Placement (and contingent upon successfully completing the

Private Placement) sell existing shares worth approx. NOK 4.7 million to

companies controlled by certain primary insiders (including Jelsa Investering

AS, Helgø Investering AS, EAAH Invest AS, Ålgård Holding AS and Wallcross AS) at

a price qqual to the final Offer Price in the Private Placement. The reason for

the sale is to fully settle a share financing agreement with a financial

institution. 100% of the proceeds from the sale will be used towards this

purpose.

ADVISORS

Pareto Securities AS and SpareBank 1 Markets AS have been retained as Joint Lead

Managers and Joint Bookrunners to advise on and carry out the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in

connection with the Private Placement, and Advokatfirmaet Grette AS is acting as

legal counsel to the Managers in connection with the Private Placement.

CONTACTS

Trond Østerhus, CFO. +47 95 99 08 79, to@nordicunmanned.com

ABOUT NORDIC UNMANNED

Nordic Unmanned is the leading European operator and service provider of

high-end drones and data capture, supporting governments and industrials with

own and third-party IP.

Founded in 2014, the Group has offices in Sandnes, Molde, Odense (DK), Cranfield

(UK), Hasselt (BE), Arnsberg (GER) and Baltimore (US) and has become one of the

leading providers of unmanned systems and services, with operations across

Europe. Nordic Unmanned has one of the world's most comprehensive permits to fly

beyond visual line of sight (BVLOS), through the EASA approved Light UAS

operator Certificate (LUC). The Group owns proprietary technology and is OEM for

the drone products Staaker, AirRobot and DroneMatrix, in addition to being a

distributor of unmanned aerial systems produced by Lockheed Martin, Textron and

Sky-Hero. Its subsidiary Ecoxy is a Nordic leader in measurement, reporting and

verification of maritime and industrial emissions. Group companies are ISO

9001-2015 and AS9100 certified for the operation, maintenance, sale, design,

development, and production of unmanned systems and sensor technology.

For more information visit - https://nordicunmanned.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 the Company. 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 EEA 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 EEA 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, the 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 the

Company's 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 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

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 any 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 make

any representation as to the accuracy or completeness of this announcement and

none of them accept 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 Manager

nor any of its affiliates accept any liability arising from the use of this

announcement.

This announcement is an advertisement and is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 on prospectuses to be published when securities are offered to the

public or admitted to trading on a regulated market, and repealing Directive

2003/71/EC (as amended) as implemented in any Member State.

DISCLOSURE

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading

Act. This stock exchange announcement was published by Trond Østerhus, CFO at

Nordic Unmanned ASA on 7 December 2022, at 16:30 CET.