Saga Pure — Share Issue/Capital Change 2025

Aug 27, 2025

Saga Pure ASA - Fully Underwritten Private Placement successfully completed

Saga Pure ASA - Fully Underwritten Private Placement successfully completed

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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.

Oslo, Norway, 27 August 2025

Reference is made to the stock exchange announcement published earlier today by

Saga Pure ASA ("Saga Pure" or the "Company") regarding a contemplated fully

underwritten private placement (the "Private Placement") of new shares in the

Company (the "New Shares") directed at existing shareholders.

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

successfully completed, raising gross proceeds of NOK 121.5 million, equivalent

to approx. USD 12 million, through the conditional allocation of a total of

90,000,000 New Shares each at a subscription price of NOK 1.35 per New Share

(the "Subscription Price").

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

pursue the Company's strategy (ii) to strengthen the Company's financial

flexibility and (iii) for general corporate purposes.

The existing shareholder Tycoon Industrier AS had, subject to customary

conditions, committed to fully underwrite the Private Placement pursuant to an

underwriting agreement entered into with the Company (the "UWA") (the

"Underwriter"). The Underwriter was allocated 82,664,863 New Shares in the

Private Placement for a total amount of approx. NOK 111.6 million.

The share capital increase pertaining to the Private Placement and the issuance

of the 90,000,000 New Shares was adopted by the board of directors of the

Company (the "Board") pursuant to an authorisation granted by the Company's

annual general meeting held on 28 May 2024.

Following registration of the share capital increase pertaining to the Private

Placement with the Norwegian Register of Business Enterprises, the Company will

have a share capital of NOK 5,748,784.23 divided into 574,878,423shares, each

with a nominal value of NOK 0.01.

Notifications of allotment of the New Shares and payment instructions are

expected to be distributed to the applicants through a notification from the

Manager on or about 28 August 2025.

Settlement of the New Shares is expected to take place on or about 1 September

2025. The New Shares will be settled through a delivery versus payment (DVP)

transaction on a regular T+2 basis with existing and unencumbered shares in the

Company that are already traded on Euronext Oslo Stock Exchange, pursuant to a

share lending arrangement between the Company, the Manager, and Tycoon

Industrier AS as the lender. All the New Shares will be subscribed for by the

Manager and, once issued, will be delivered to the Tycoon Industrier AS as

settlement of shares borrowed in relation to settlement of the Private

Placement.

The Board considered the contemplated Private Placement in light of the equal

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

Circular no. 2/2014 and deemed the Private Placement to be in compliance with

these requirements. The Board held the view that it would be in the common

interest of the Company and its shareholders to raise equity through a private

placement, in light of the current market conditions and the growth

opportunities currently available to the Company. A private placement enabled

the Company to raise capital in an efficient manner, and the Private Placement

was structured to ensure that a market-based subscription price was achieved.

On this basis, the Board has considered the proposed transaction structure and

the Private Placement to be in the common interest of the Company and its

shareholders.

Taking into consideration that the Private Placement was completed at a

subscription price representing a slight premium to the closing price on 27

August 2025, and that it was conducted as a publicly announced application

process, the Board has concluded to not conduct any subsequent offering.

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 Section 5-12 the Norwegian Securities Trading Act. The stock

exchange announcement was published by Tore Jakob Berg, CFO of Saga Pure ASA, at

the time and date stated above in this announcement.

Advisors

Arctic Securities AS is acting as manager and sole bookrunner in connection with

the Private Placement. Ro Sommernes Advokatfirma DA is acting as the Company's

legal advisor.

For further information, please contact:

Espen Lundaas, CEO, +47 924 31 417

Tore Jakob Berg, CFO, +47 934 80 202

About Saga Pure | www.sagapure.com

Important information:

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 its

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 Member State within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression "EU

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.

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, inter alia in relation to

completion of the Private Placement and the New Shares, 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, 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 its 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 operate, 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 such

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 the forward-looking statements in this

document.

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 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 in the Company. Neither the Manager

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

announcement.