Ocean GeoLoop ASA: Commencement of subscription period for Subsequent Offering

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

Reference is made to the stock exchange announcement made by Ocean GeoLoop ASA (the "Company") on 12 May 2026 regarding the successful private placement of 72,000,000 new shares (the "Private Placement"), and a potential subsequent repair offering of up to 4,800,000 new shares in the Company (the "Subsequent Offering").

The subscription period for the Subsequent Offering commences today, 8 June 2026 at 09:00 (CEST) and, subject to any extension, expires on 22 June 2026 at 16:30 (CEST) (the "Subscription Period").

The subscription price per new share in the Subsequent Offering (the "Offer Shares") is NOK 0.50 (the "Subscription Price"), being the same subscription price as in the Private Placement. The Subsequent Offering consists of up to 4,800,000 Offer Shares, raising gross proceeds of up to NOK 2,400,000. The net proceeds to the Company from the Subsequent Offering will be applied towards working capital, general corporate purposes, and development of the Company’s new business line COOL.

The Subsequent Offering is, subject to applicable securities laws, directed towards existing shareholders in the Company as of 12 May 2026 (as registered with Euronext Securities Oslo ("VPS") on 15 May 2026 pursuant to the VPS' standard two days settlement procedure) (the "Record Date") who (i) were not contacted or invited to participate in the Private Placement; (ii) were not allocated shares in the Private Placement, and (iii) 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 ("Eligible Shareholders").

Each Eligible Shareholder will receive 0.424 non-tradeable subscription rights (the "Subscription Rights") for each share held by such Eligible Shareholder in the Company as of the Record Date, rounded down to the nearest whole right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription and subscription without Subscription Rights will be permitted. There can be no assurance that Offer Shares will be allocated for over-subscriptions or subscriptions without Subscription Rights. The complete terms and conditions of the Subsequent Offering, including allocation principles, are set out in the Subscription Form (as defined below).

The Subscription Rights must be used to subscribe for Offer Shares before the end of the Subscription Period. Subscription Rights which are not exercised before the end of the Subscription Period will have no value and will lapse without compensation to the holder.

Subscription procedure

Subscribers can subscribe for Offer Shares online or by submitting a correctly completed subscription form for the Subsequent Offering (the "Subscription Form"), within the Subscription Period. Subscribers who are residents of Norway, with a Norwegian personal identification number, may subscribe for Offer Shares through the VPS online subscription system (or by following the links on https://www.clarksons.com/financial/securities/investment-banking or www.fearnleysecurities.com/transactions, which will redirect the subscriber to the VPS online subscription system). Subscribers who wish to subscribe through submitting the Subscription Form, should fill out and return a copy of the Subscription Form to Clarksons Securities AS or Fearnley Securities AS (together, the "Managers"), to the e-mails or addresses set out in the Subscription Form. The Subscription Form is available at https://www.clarksons.com/financial/securities/investment-banking and www.fearnleysecurities.com/transactions.

Payment for and delivery of Offer Shares

Notifications of the number of Offer Shares allocated to subscribers are expected to be distributed on or about 23 June 2026. The payment for Offer Shares allocated will fall due on or about 25 June 2026 (the "Payment Date"). Subject to timely payment of the aggregate subscription amount for the Offer Shares to be issued in the Subsequent Offering, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 30 June 2026 and that the Offer Shares will be delivered in the VPS and be tradeable on Euronext Growth Oslo on or about the same date. The Offer Shares may not be transferred or traded before the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises and the Offer Shares have been issued in the VPS.

Complete information on the terms and conditions of the Subsequent Offering, including subscription procedures and allocation principles, is set out in the Subscription Form. Subscriptions may only be made on the basis of the Subscription Form.

Advisors

Clarksons Securities AS and Fearnley Securities AS are acting as Managers for the Subsequent Offering. Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.

About Ocean GeoLoop | www.oceangeoloop.com

Ocean GeoLoop ASA uses nature’s own way to solve the challenges of our time in a circular way. The group is organized around COOL, which develops energy-efficient cooling solutions for AI data centers and industrial applications, and Energi Teknikk AS, a full-service provider of equipment and services for small hydropower plants. CAPTURED, which developed the GeoLoop carbon capture technology, is being scaled down. Ocean GeoLoop is listed on Euronext Growth Oslo under the ticker OCEAN.

IMPORTANT INFORMATION

This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an "EEA Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. 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 (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, these materials are only being communicated to (a) persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. These materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

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 "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "will" 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 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This announcement is made by and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their 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 not a prospectus. 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 Managers nor any of their affiliates accepts any liability arising from the use of this announcement. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.