Nordic Unmanned ASA

Share Issue/Capital Change • Jun 2, 2022

Nordic Unmanned - Private placement successfully placed

Nordic Unmanned - Private placement successfully placed

3.6.2022 00:17:37 CEST | 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.

Reference is made to the stock exchange announcement published on 2 June 2022 by

Nordic Unmanned ASA (the "Company") regarding a contemplated private placement

of new shares (the "Offer Shares") in the Company, with gross proceeds of NOK 50

- 80 million (the "Private Placement").

The Company is pleased to announce that the Private Placement has been

successfully placed, through an allocation of 3,636,363 new shares in the

Company at a price of NOK 22 per share, for gross proceeds of NOK 80 million.

The private placement was substantially oversubscribed.

The net proceeds from the Private Placement will be used to securing components

and build inventory in the Company's subsidiary AirRobot because of the

Bundeswehr award, and stock build up to support increasing demand for drones

within the Security segment; completion of the fleet newbuilding program;

finance M&A transactions; and general corporate purposes.

The new shares in the Private Placement will be settled through a delivery

versus payment transaction on or about 8 June 2022 with existing and

unencumbered shares in the Company that are already listed on Euronext Growth

Oslo, pursuant to share lending agreements between the Company, the Manager,

Wallcross AS, Jelsa Investering AS and Helgø Investering AS as share lenders

(the "Share Lenders"). The share loans will be settled with new shares in the

Company to be resolved issued by the Board pursuant to the Board authorization

granted by the general meeting of the Company on 25 May 2022 (the "Board

Authorization"). The Offer Shares will be tradable from allocation. The Offer

Shares will be redelivered to the Share Lenders following registration of the

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

Norwegian Register of Business Enterprises (the "NBRE") and issuance of the

Offer Shares in Euronext Securities Oslo (the "VPS"). Following registration of

the share capital increase pertaining to the Private Placement with the NRBE,

the Company will have 30,080,347 shares issued and outstanding, each with a par

value of NOK 1.

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, as well as the

limited dilution effects of the transaction, is in the common interest of the

shareholders of the Company. When reaching this conclusion, the Board also

emphasized that it intends to carry out the Subsequent Offering, as further

described below.

The Board will consider carrying out a subsequent repair offering (the

"Subsequent Offering") of up to 1,363,636 new shares with gross proceeds of up

to NOK 30 million, directed towards shareholders who held shares in the Company

as of the end of 2 June 2022 (as registered in the VPS as of the end of 7 June

2022), who (i) were not allocated shares in the Private Placement, and (ii) are

not resident in a jurisdiction where such offer would be illegal or (in

jurisdictions other than Norway), requires the issuance of a prospectus,

registration or other similar action. Whether a Subsequent Offering will take

place, will depend inter alia on the development of the price of the shares in

the Company after completion of the Private Placement. The subscription price in

a potential Subsequent Offering will be equal to the Offer Price. Launch of a

Subsequent Offering, if carried out, is planned to take place before end of Q2,

and it may also be contingent on publishing of a prospectus.

The following persons discharging managerial responsibilities ("Primary

Insiders") and close associates have been allocated Offer Shares:

* Helgø Investering AS, 90,909 shares

* Jelsa Investering AS, 90,909 shares

* Wallcross AS, 11,364 shares

A stock exchange release on transactions carried out by Primary Insiders and

close associates in accordance with the EU Market Abuse Regulation will be

published separately.

The Private Placement was carried out on the basis of an accelerated

bookbuilding process managed by SpareBank 1 Markets AS as sole bookrunner (the

"Manager").

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

Advokatfirmaet Grette AS is acting as legal counsel to the Manager in connection

with the Private Placement.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Knut Roar Wiig, CEO, +47 92 66 66 59, krw@nordicunmanned.com

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

ABOUT NORDIC UNMANNED

Nordic Unmanned is a global leader of high-end products and services related to

drones and data capture. Through world-wide operational experience and industry

leading expertise, Nordic Unmanned supports large governmental and industrial

clients in the adaption of unmanned systems and services.

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

Cranfield (UK) and Arnsberg (GER) and has quickly become one of Europe's leading

providers of unmanned systems and services, with operations across the

continent. The Group is ISO 9001-2015 and certified by for the operation,

maintenance, sale, design, development, and production of unmanned systems and

sensor technology. The production is also AS9100 certified.

For more information visit nordicunmanned.com - https://nordicunmanned.com/