Ocean GeoLoop AS: Contemplated private placement and admission to trading on Euronext Growth Oslo

01 March 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Published: 01. March 2022 - Last updated: 01. March 2022

(Oslo, 1 March 2022) Ocean GeoLoop AS ("Ocean GeoLoop" or the "Company") announces today the launch of a contemplated private placement of approximately NOK 50 million (the "Private Placement") and subsequently its intention to launch an initial public offering of its shares and to apply for a listing Euronext Growth Oslo (the "Listing"). The Private Placement consist of a number of new shares (the “Offer Shares”), together with and including 591,895 shares already subscribed by and issued to ET Holding AS with gross proceeds of NOK 21.90 million through a note set-off in connection with the Company's investment in Energi Teknikk AS (as further described in the Investor Documentation).  

About Ocean GeoLoop

Ocean GeoLoop is a green tech company aiming at using nature’s own way of solving challenges in a circular way. The Company develops, pilots, and commercializes multifunctional environmental technologies, including point source carbon capture.

Ocean GeoLoop’s point source carbon capture solution is characterized by several unique capabilities, as the CO2 separation is 100% clean, can capture 100% of the CO2 and has no need for special adaptations based on the type of flue gas. The first pilot for the carbon capture solution will be installed at Norske Skog’s facility at Skogn before the summer of 2022. We look forward to the continuous work from founder Hans Gude Gudesen and the Ocean GeoLoop team to realize safe and efficient carbon capture by using nature’s own methods to transform CO2 to a stable, liquid state, and to commercialize carbon capture at unprecedented cost levels,” says Anders Onarheim, Chairman of the Board of Ocean GeoLoop.

In the future, the carbon capture process is planned to be assisted by the e-Loop, a proprietary horizontal hydropower unit, enabling electricity production from low quality heat sources.

The company aims to develop new technology and implement it at large, industrial scale. The carbon capture technology is the primary market candidate, and the company also has a strong pipeline of products in the R&D phase. The GeoLoop Column filters pollution threatening life in the oceans and transforms it into edible proteins for fish and animals, while re-injecting oxygen into the sea to make the oceans healthier. In addition, the company is working on a technology for electricity production from the carbon capture process to make it self-energized.

“In all our technology and projects, we look for solutions that are circular, and the potential of our technologies on a global scale is huge. Solving the problem of carbon capture in an efficient and circular way will help companies and countries around the globe to reach their goals of reduced emissions before 2030 and net zero by 2050,” Odd-Geir Lademo, Chief Executive Officer of Ocean GeoLoop adds.

The Company has a cooperation agreement with Norske Skog Skogn AS and LOIs with the municipalities of Verdal and Levanger. Further, the Company has LOIs with companies in a broad range of industries, to mention Franzefoss Minerals AS, the Exploration and Production (E&P) company OKEA ASA and the Aluminium Producer Norðurál ehf. In September 2021 the Company entered into a LOI with the Government of Iceland. 

As a strategic step towards full-scale commercialization of Ocean GeoLoop's technology, the Company recently closed an investment in the renowned Norwegian hydropower plant technology supplier Energi Teknikk AS ("ET"), by potentially acquiring up to 67% of ET's share capital. As part of the transaction, the Company has granted a convertible loan to ET. The transaction will be settled by a combination of cash and shares in Ocean GeoLoop.

The Private Placement and Listing in brief:
The price per New Share in the Private Placement has been set to NOK 37.00 (the "Offer Price"), equivalent to a pre-money equity value of the Company of NOK 1,815,783,436 based on the Offer Price multiplied by the 49,075,228 shares currently outstanding in the Company (includes shares subscribed by and issued to ET Holding AS, but not yet registered in the Norwegian Register of Business Enterprises).

The Manager (as defined) has received indications such that the Private Placement is covered on indications by certain investors up to the total amount of NOK 50,000,000 with a subscription price of NOK 37 per Offer Share, together with and including the subscriptions from ET Holding AS.

The book building period in the Private Placement will commence today, 1 March 2022 at 09:30 CET and close on 2 March 2022 at 16:30 CET. The Manager and the Company may, however, at any time resolve to close or extend the book building period. If the book building period is shortened or extended, any other dates referred to herein may be amended accordingly. 

The Company has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, admit the shares of the Company on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement and is currently expected to be on or about 8 March 2022. Completion of the Private Placement is not a requirement for approval of the application for Listing, as the Company has already completed another private placement during the last 12 months, being in June 2021.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

Completion of the Private Placement is subject to (i) the necessary corporate resolutions, including the Board’s resolution to consummate the Private Placement and to allocate the Offer Shares pursuant to the Authorisation, and (ii) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises having taken place. The Company may, in its sole discretion, in consultation with the Manager, cancel and/or modify the terms of the Private Placement, at any time and for any reason, without any compensation to the applicants. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.

There are 2,197,650 outstanding options issued by the Company to key personnel, each with a strike price of NOK 30.

Advisors:

Clarksons Platou Securities AS is acting as Sole Global Coordinator and Bookrunners in connection with the Private Placement (the “Manager”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.

For more information, please contact:

Odd-Geir Lademo, CEO of the Company, tel. +47 920 52 901

Anders Onarheim, Chair of the Board of the Company, tel. +47 907 08 643

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 (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.

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.