Teco 2030 ASA — Capital/Financing Update 2021

Dec 16, 2021

TECO 2030 ASA: CONTEMPLATED PRIVATE PLACEMENT

TECO 2030 ASA: CONTEMPLATED PRIVATE PLACEMENT

16.12.2021 16:34:59 CET | TECO 2030 ASA | Inside information

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

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

AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED

STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (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.

TECO 2030 ASA ("TECO" or the "Company") has engaged Fearnley Securities AS to

act as manager and bookrunner (the "Manager") to advise on and carry out a

private placement of new shares in the Company (the "Offer Shares") to raise

gross proceeds of NOK 40 - 65 million (the "Private Placement").

The total number of Offer Shares to be allocated and issued will depend on the

demand and the final offer price to be determined by the board of directors of

the Company (the "Board"), in consultation with the Manager, following an

accelerated bookbuilding process.

Subject to customary terms and conditions, certain investors have pre-committed

to subscribe for NOK 40 million in the Private Placement, , on the basis of the

offer price being set at a discount of 5% to the closing price on 16 December

2021. The pre-committing investors include companies affiliated with Jakob

Hatteland (NOK 30 million) and companies affiliated with Eskil Hansen (NOK 10

million).

The Company intends to use the net proceeds from the Private Placement for

partial funding of ongoing development programs and general corporate purposes.

TECO Group AS (the Company's largest shareholder) and the Company's CEO and CFO

will enter into a 6 month customary lock-up with the Manager following the

completion of the Private Placement.

The Private Placement will be directed towards Norwegian and international

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

from relevant registration, filing and prospectus requirements, and subject to

other applicable selling restrictions. The minimum application and allocation

amount has been set to the NOK equivalent of EUR 100,000. The Company may,

however, at its sole discretion, offer and allocate Offer Shares for an amount

below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from

the prospectus requirement in accordance with applicable regulations, including

the Norwegian Securities Trading Act and ancillary regulations, are available.

The bookbuilding and application period for the Private Placement commences

today, 16 December 2021 at 16:30 CEST, and is expected to close on 17 December

2021 at 08:00 CEST. The Company may, in consultation with the Manager, at any

time and for any reason at its sole discretion shorten or extend the

bookbuilding and application period. If the period is shortened or extended, the

other times and dates referred to herein may be changed correspondingly.

The Company will announce the final number of Offer Shares allocated and the

final offer price in the Private Placement in an announcement expected to be

published on newsweb.no - http://newsweb.no before the opening of trading on

Euronext Growth Oslo tomorrow, 17 December 2021. The number of Offer Shares to

be allocated will be determined and the allocation will be made at the

discretion of the Board in consultation with the Manager, after the expiry of

the bookbuilding period.

The Offer Shares allocated in the Private Placement will be settled through a

delivery-versus-payment transaction on a standard T+2 basis, by delivery of

existing and unencumbered shares in the Company already admitted to trading on

Euronext Growth Oslo, made available to Fearnley Securities AS by the Company's

largest shareholder, TECO Group AS, pursuant to a share lending agreement.

The Offer Shares subscribed in the Private Placement will thus be tradable upon

notification of allocation, expected to be on or about 17 December 2021. The

settlement date in the Private Placement is expected to be on or about 21

December 2021. Fearnley Securities AS will settle the share loan with new shares

in the Company to be issued by a resolution of the Board pursuant to an

authorisation granted by the annual general meeting held on 10 February 2021

(the "Authorisation").

Completion of the Private Placement is subject to (i) all corporate resolutions

of the Company required to implement the Private Placement being validly made by

the Company, including, without limitation, the resolution by the Board to

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

Authorisation, and (ii) payment being received for the Offer Shares. The Company

reserves the right to cancel, and/or modify the terms of, the Private Placement

at any time and for any reason prior to settlement.

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

obligations under the Norwegian Public Limited Companies Act, section 3.1 of the

Euronext Growth Rule Book Part II and the Oslo Stock Exchange's Guidelines on

the rule of equal treatment, and is of the opinion that the deviation from the

preferential rights of the existing shareholders 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 expected limited

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

shareholders of the Company and in compliance with these obligations and

guidelines.

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

certain other conditions, resolve to carry out a subsequent repair offering of

new shares at the offer price in the Private Placement which, subject to

applicable securities law, will be directed towards existing shareholders in the

Company as of 16 December 2021 (as registered in the VPS two trading days

thereafter), who (i) were not allocated Offer Shares in the Private Placement,

and (ii) are not resident in a jurisdiction where such offering would be

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

filing, registration or similar action.

Please see attached an updated Company presentation. Fearnley Securities AS act

as manager and bookrunner in the Private Placement.

Advokatfirmaet Thommessen AS acts as legal counsel to the Company.

For further information, please contact:

Media:

Tore Enger, CEO of TECO 2030, tel: +47 920 83 800

Investors:

Pål Christian Johnsen, CFO of TECO 2030, tel: +47 412 76 747

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Pål Christian Johnsen, CFO, +47 412 76 747, pcj@teco2030.no

* Tore Enger, CEO, +47 920 83 800, tore.enger@teco.no

ABOUT TECO 2030 ASA

About TECO 2030

TECO 2030 is an innovative engineering and equipment development company aiming

to significantly increase the use of renewable energy solutions, specifically in

the form of hydrogen fuel cells, and reduce the environmental footprint of the

shipping industry.

TECO Marine Fuel Cell is a modular hydrogen Proton Exchange Membrane fuel cell

system specifically designed for heavy-duty marine applications offering

emission free propulsion by using hydrogen as fuel. Developed in co-operation

with AVL.

TECO is building a combined factory and innovation center for production of fuel

cells in Narvik, Norway, with a fully-operational capacity of 1.2 GW.

Since its IPO late 2020, TECO has been granted about NOK 75 million in financial

support from ENOVA, Research Council of Norway and Innovation Norway for the

continued development of the fuel cell, fuel cell production line and carbon

capture & storage.

This information is such that TECO is required to disclose in accordance with

the EU Market Abuse Regulation.

This announcement was published by Pål Christian Johnsen, CFO, TECO 2030 ASA, on

16 December 2021 at 16:35 CEST.

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. 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. Any offering of the

securities referred to in this announcement will be made by means of a set of

subscription materials provided to potential investors. Investors should not

subscribe for any securities referred to in this announcement except on the

basis of information contained in the aforementioned subscription material. 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 (EU) 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 in this release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believe 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 their control. Actual events may differ

significantly from any anticipated development due to a number of factors,

including without limitation, changes in public sector investment levels,

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 such forward-looking statements. The Company does not make any

guarantee 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 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 their

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

affiliates accepts any liability arising from the use of this announcement. In

connection with the Private Placement, the Manager and any of their affiliates,

acting as investors for their own accounts, may subscribe for or purchase shares

and in that capacity may retain, purchase, sell, offer to sell or otherwise deal

for their own accounts in such shares and other securities of the Company or

related investments in connection with the Private Placement or otherwise.

Accordingly, references in any subscription materials to the shares being

issued, offered, subscribed, acquired, placed or otherwise dealt in should be

read as including any issue or offer to, or subscription, acquisition, placing

or dealing by, such Manager and any of their affiliates acting as investors for

their own accounts. The Manager do not intend to disclose the extent of any such

investment or transactions otherwise than in accordance with any legal or

regulatory obligations to do so.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847477/1078/1448/Download%20announcement

%20as%20PDF.pdf

TECO 2030 Company Presentation December 2021 FINAL.pdf -

https://kommunikasjon.ntb.no/ir-files/17847477/1078/1447/TECO%202030%20Company%2

0Presentation%20December%202021%20FINAL.pdf