Quantafuel

M&A Activity • Mar 30, 2023

Viridor announces extension of the offer period in the voluntary recommended cash offer to acquire all shares in Quantafuel ASA

Viridor announces extension of the offer period in the voluntary recommended cash offer to acquire all shares in Quantafuel ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Oslo, 30 March 2022

Reference is made to the announcement dated 2 March 2023 by Harald Norway Bidco AS (the "Offeror" a wholly-owned subsidiary of Viridor Limited, "Viridor") of the issue of the offer document (the "Offer Document") and the start of the offer period (the "Offer Period") for the recommended voluntary cash offer to acquire all outstanding shares (the "Shares") in Quantafuel ASA (the "Company") at an offer price of NOK 6.38 per Share (the "Offer"). Reference is further made to the announcement dated 29 March 2023 regarding the reminder of the last day of the Offer Period.

As of 29 March at 16.30 hours (CEST), subject to customary verification, the Offeror has received acceptances of the Offer, including the irrevocable pre acceptances, for a total of 119,380,343 Shares, representing approx. 72% of the outstanding Shares and voting rights in the Company.

A condition of the Offer, as further set out under section 1.6, is a minimum acceptance by shareholders of 90% of the outstanding Shares and voting rights in the Company.

As this condition has not been met, the Offeror therefore hereby announces an extension of the Offer Period until 14 April 2023 at 16:30 hours (CEST) in accordance with Section 1.9 (Offer Period) and 1.14 (Amendments of the Offer) of the Offer Document.

As a consequence of the extension, the settlement of the Offer may be postponed correspondingly. The Offeror maintains its right to further extend the Offer Period (one or several times) on the terms and conditions set out in the Offer Document, but not beyond 11 May 2023.

The other terms and conditions of the Offer will remain unchanged as set out in the Offer Document. The closing condition for the Offer "Regulatory Approval", as further set out under section 1.6 (iii) in the Offer Document, has been fulfilled per the announcement on 14 March, and the condition relating to the sale of all shares held in Geminor Invest AS remains within the control of the Company to fulfil.

Given the significant liquidity constraints caused to the Company caused by operating plants still not generating positive cash flow, Quantafuel has entered into binding agreement with an affiliate of the Offeror for a term loan facility in the amount of up to NOK 250 million (the “Facility”) and has initiated an initial drawdown of NOK 68.5million to occur before 3 April 2023 and interest and commitment fees will accrue and capitalise as drawn principal on the facility from this date. The initial drawdown is being partially used to fund capital commitments to the Esbjerg project, for which the Company has advised in a separate announcement today that the projected capital expenditure has again increased.

This Facility includes a right to convert the principal balance into shares in the Company on certain conditions as further described in a stock exchange notice by the Company today, 30 March 2023. The availability of the Facility will be terminated in the event the Offer lapses, terminates or is otherwise withdrawn by the Offeror.

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Shareholders that want to accept the Offer must fill out and return the acceptance form, which is included in the Offer Document, to DNB Bank ASA, Registrar Department, acting as the receiving agent for the Offer, before expiry of the extended Offer Period, on 16:30 hours (CEST) on 14 April 2023.

The completion of the Offer remains subject to the closing conditions as set out in the Offer Document section 1.6.

For more information, please refer to the Offer Document dated 2 March 2023. The Offer Document is available, subject to regulatory restrictions in certain jurisdictions, at www.dnb.no/emisjoner.

Background to the Offer and message from Quantafuel

The Offer was announced on 28 February 2023 following a strategic review by Quantafuel where Quantafuel’s management and board had, together with its financial advisor, diligently conducted a broad process targeting potential strategic and/or financial partners exploring all available alternatives to secure a long-term financing solution for Quantafuel to the benefit of the Company and its shareholders.

As described in the Q4 2022 release published on 28 February 2023, Quantafuel is currently in a challenging financial situation, with a large short-term liquidity shortfall and will need to secure funds before mid Q2 2023 to continue its operations. Given the operating plants are still not cash flow positive, and no credible alternative sources of financings, it is only with the support of the Offeror providing this Facility to bridge the Company’s capital needs until the Offer is satisfactorily resolved that the Company can continue with its business plan and strategy.

Lars Rosenløv, CEO of Quantafuel, comments: “As stated in the Q4 report, Quantafuel is running out of money, and timing for positive operational cash flows from the plant in Skive has been delayed. We still believe in the technology, but it has taken longer and will cost significantly more than we initially anticipated. The extension of the Offer therefore represents a crucial moment for Quantafuel and our shareholders. We view the Offer as the only realistic solution to finance the company’s continued operations and contractual obligations in the short term and have also had to draw on support from the Offeror through a short term Facility. Quantafuel shareholders should also note that the Facility provided by the Offeror will be terminated if the Offer is unsuccessful. Capital markets have and continue to be unfavourable and we do not see the support required from our largest existing shareholders to raise sufficient capital through an equity issue. A likely alternative scenario could therefore be a liquidation of the company. Hence, we urge all of our investors to accept the Offer in order to conserve shareholder value."

The board of directors of Quantafuel has unanimously recommended the Offer. The board's recommendation was attached the announcement on 28 February 2023.

Advisers

Macquarie Capital (Europe) Limited is acting as financial advisor to the Offeror, DNB Markets, a part of DNB Bank ASA, is acting as domestic financial advisor and receiving agent to the Offeror in connection with the Offer. Simpson Thacher & Bartlett LLP and Advokatfirmaet Wiersholm AS are acting as legal advisors to the Offeror.

ABG Sundal Collier ASA is acting as financial advisors and Wikborg Rein Advokatfirma AS is acting as legal advisor to Quantafuel.

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About Quantafuel | https://quantafuel.com

Quantafuel is a technology-based energy company converting waste plastics back into low-carbon synthetic oil products replacing virgin oil products. Quantafuel is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants and plans to establish several plants throughout Europe and beyond.

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Important notice:

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia and Japan. The Offeror or Quantafuel ASA assume no responsibility in the event there is a violation by any person of such restrictions. 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 announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system though means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary may constitute a criminal offence in the United States.