Saga Pure — Capital/Financing Update 2020

Dec 14, 2020

Saga Pure ASA - Contemplated Equity Offering of Up To 30 million shares

Saga Pure ASA - Contemplated Equity Offering of Up To 30 million shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR

ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD

BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR

SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Oslo, 14 December 2020

Saga Pure ASA ("SAGA" or the "Company") (OSE: "SAGA") is contemplating an equity

offering through the issue of up to 30 million shares (the "Offer Shares") at a

price per Offer Share to be determined in a bookbuilding process (the "Equity

Offering"). The net proceeds will increase the Company's investment capacity in

the green investment universe. Fearnley Securities AS has been retained as Sole

Manager and Bookrunner (the "Manager") for the Equity Offering.

The Offer Shares will be issued under the Board of Directors' existing

authorization to increase the share capital.

The Company' largest shareholder Øystein Stray Spetalen has (through controlled

company Tycoon Industrier AS) pre-committed to subscribe for Offer Shares in the

amount of approximately NOK 10 million, and will be given full allocation for

this amount. CEO Bjørn Simonsen has pre-committed to subscribe for NOK 2

million, through controlled company Simonsen Invest AS, and will be given full

allocation for this amount.

The net proceeds from the Equity Offering will be used to strengthen the

Company's working capital and for general corporate purposes.

The application period opens today, on 14 December 2020, at 16:45 CET and ends

at 08:00 CET on 15 December 2020. The Company may, in its own discretion, extend

or shorten the application period at any time and for any reason. The minimum

application and allocation amount in the Equity Offering has been set at the NOK

equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an

amount below EUR 100,000 to the extent applicable exemptions from relevant

prospectus and registration requirements are available. Allocation of the Offer

Shares will be determined at the end of the application period, and final

allocation will be made by the Board at its sole discretion, with preference for

existing shareholders. Notification of the allocation is expected to be sent by

the Manager on or about 15 December 2020. Settlement of the Equity Offering is

expected on or about 17 December 2020 on the basis of existing and already

listed shares under a borrowing arrangement with Øystein Stray Spetalen.

The Equity Offering will be carried out as a private placement and the Board is

of the opinion that this is in the best interest of the Company and its

shareholders. The Board has taken into consideration, among other things, the

fact that the Equity Offering will give the Company the possibility to raise

capital quickly and at a price per Offer Share expected to be higher than in a

rights issue. The Board will also consider implementing a subsequent repair

issue towards eligible shareholders to limit the dilutive effects of the Equity

Offering.

The Equity Offering is directed towards investors subject to applicable

exemptions from relevant prospectus requirements, (i) outside the United States

to non-US persons in reliance on Regulation S under the US Securities Act of

1933 (the "US Securities Act") and (ii) in the United States to "qualified

institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities

Act in transactions that are exempt for registration under the US Securities

Act.

The completion of the Equity Offering by delivery of Offer Shares is subject to;

(i) all necessary corporate resolutions being validly made by the Company,

including without limitation, the Company's board of directors resolving to

approve the Private Placement and issue the Offer Shares pursuant to its

existing authorization to increase the share capital.

Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company in

connection with the Private Placement.

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 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.

Neither the Manager nor any of its respective 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 respective 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 subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act