Ocean GeoLoop AS – Successful Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH 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 AS ("Ocean GeoLoop" or the "Company") on 12 May 2026 regarding the contemplated private placement of new ordinary shares in the Company (the "Offer Shares"), raising gross proceeds of between NOK 30 million to NOK 36 million (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully placed, through the conditional allocation of 72,000,000 Offer Shares at the offer price of NOK 0.50 per share (the "Offer Price"), for gross proceeds of NOK 36 million, after close of trading on Euronext Growth Oslo on 12 May 2026.
The net proceeds to the Company from the Private Placement will be applied towards working capital, general corporate purposes, and development of the Company’s new business line.
The following investors (the "Underwriters") have been allocated Offer Shares in the Private Placement at the Offer Price, as follows:
• The Company's founder Hans Gude Gudesen has been allocated Offer Shares for NOK 13 million. Gudesen is a primary insider of the Company. • The Company's Chairman Anders Onarheim, through his company AB Investment AS, has been allocated Offer Shares for NOK 2 million. Anders Onarheim is a primary insider of the Company, and AB Investment AS is a close associate of Onarheim. • Tigerstaden AS has been allocated Offer Shares for NOK 5 million • Middelborg Invest AS has been allocated Offer Shares for NOK 5 million
The Underwriters, save for Anders Onarheim, will receive an underwriting fee in the amount of 5 % of their respective underwriting commitment as previously announced, including in the case of Hans Gude Gudesen, the Bridge Loan Conversion, which will be payable in new shares at the Offer Price (the "Underwriting Commission Shares").
Allocations are conditional upon the extraordinary general meeting of the Company expected to be held on or about 29 May 2026 (the "EGM") resolving to issue the Offer Shares in the Private Placement.
In connection with the Private Placement, the previously announced NOK 10 million loan provided by main shareholder Hans Gude Gudesen and the NOK 1 million loan provided by the Chair of the Board, Anders Onarheim, plus accrued interests of in total NOK 317,808, will be converted into new shares in the Company at the Offer Price (the "Bridge Loan Conversion"). The Bridge Loan Conversion will be subject to approval by the EGM.
Conditions for completion
Completion of the Private Placement by allocation and delivery of Offer Shares to investors is subject to (i) an extraordinary general meeting of the Company expected to be held on or about 29 May 2026 resolving to approve the Private Placement and issue the Offer Shares, as well as approval of the Bridge Loan Conversion by the EGM as well as a board authorization to issue the Underwriting Commission Shares, (ii) the EGM resolving the conversion of the Company to a public limited company (iii) registration of the share capital increase pertaining to issue of the Offer Shares in the Norwegian Register of Business Enterprises ("NRBE") and the Offer Shares being validly issued and registered in the VPS, (iv) the Share Lending Agreement (as defined below) being in full force and effect pursuant to its terms and conditions, and (v) the Company having confirmed that (1) no bankruptcy proceedings have been opened by a court after petition for bankruptcy (Nw. konkursbegjæring) filed against the Company, (2) the Company has not initiated voluntary winding-up proceedings (Nw. begjæring om oppbud), (3) no application for reconstruction (Nw. rekonstruksjon) pursuant to the Norwegian Reconstruction Act has been filed in respect of the Company, and (4) no notice of acceleration has occurred under any loan or credit facility to which the Company is a party. Items (i) – (v) in the foregoing are together referred to as the "Conditions".
The Private Placement will be cancelled if the Conditions are not met. Neither the Managers (as defined below) nor the Company will be liable for any losses by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
Settlement
The date for settlement of the Private Placement is expected to be on or about 2 June 2026 for Offer Shares settled on a DVP basis based on the Share Lending Agreement (as defined below). For Offer Shares not settled on a DVP basis based on the Share Lending Agreement, settlement will occur as soon as possible following receipt of timely payment and registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises. The settlement date is subject to, among other things, the actual date of the EGM, handling time for registration of the share capital increase relating to the Private Placement in the NRBE and fulfilment of the Conditions.
Settlement of Offer Shares is expected to be carried out on delivery-versus-payment (DvP) basis towards investors (except for the Underwriters), through delivery of existing shares in the Company pursuant to a share lending agreement between the Company, the Managers (as defined below) and Hans Gude Gudesen (the "Share Leding Agreement"). The remaining Offer Shares will be delivered as soon as possible following receipt of timely payment and registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises.
Following registration of the share capital increase pertaining to the issuance of Offer Shares with the NRBE, the Company will have 124,715,477 shares outstanding.
Lock-ups
The Company's founder Hans Gude Gudesen and the members of the Company's Board have agreed to be subject to a lock-up for a period of 6 months in connection with the Private Placement, subject to customary exceptions.
Subsequent Offering and equal treatment considerations
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act. In this assessment, the Board has taken into account, inter alia, the Company's need for liquidity (as announced in the stock exchange announcement made by the Company on 22 January 2026), available alternatives for raising the required funding and timing and risks of alternative methods for securing funding. The Company will carry out a Subsequent Offering (as defined below), subject to completion of the Private Placement, approval by the EGM and certain other conditions, but such Subsequent Offering will be limited by the condition that Hans Gude Gudesen shall, following completion of the Private Placement, the issuance of Underwriting Commission Shares and any Subsequent Offering, retain an ownership of more than 50 % of the total number of shares in the Company, as described in the announcement made earlier today. Based on an overall assessment of the aforementioned circumstances, and with particular emphasis on the Company's need for liquidity, available alternatives to raise funding and the consequences should the Company not be able to obtain funding in a swift manner, the Board has concluded that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the shareholders of the Company, and that the Private Placement does not constitute unjustified differential treatment shareholders given the circumstances.
The Company will, subject to completion of the Private Placement, approval by the EGM and certain other conditions, and subject also to the prevailing market price of the Company's shares, carry out a subsequent repair offering (the "Subsequent Offering") of up to 4,800,000 new shares at the Offer Price in the Private Placement. The Subsequent Offering, if carried out, will, subject to applicable securities law, be directed towards existing shareholders in the Company as of 12 May 2026 (as registered in the VPS two trading days thereafter), who (i) were not contacted or invited to participate in the Private Placement; (ii) were not allocated Offer 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.
The potential Subsequent Offering is subject to approval by the EGM to authorize the Board to issue new shares in the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advisors
Clarksons Securities AS and Fearnley Securities AS are acting as joint bookrunners (the "Managers") in connection with the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in connection with the Private Placement.
Contacts
• Anders Onarheim, CEO, Ocean GeoLoop AS, +47 97 40 15 11 • Iver Båtvik, CFO, Ocean GeoLoop AS, +971 585 32 33 17
Disclosure
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 MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Viggo Iversen, CEO, on the date and time set out above.
About Ocean GeoLoop | www.oceangeoloop.com
Ocean GeoLoop AS uses nature’s own way to solve the challenges of our time in a circular way. The company is organized as a holding structure with three subsidiaries: CAPTURED, COOL and Energi Teknikk AS. CAPTURED has introduced the GeoLoop CC technology to capture CO2 from point source emissions using natural processes. COOL develops eLoop cooling solutions for energy-efficient data centers and industrial applications while Energi Teknikk AS is a full-service provider of equipment and services for small hydropower plants. Together, the companies contribute to reduced emissions and improved energy efficiency for the green transition. Ocean GeoLoop is listed on Euronext Growth Oslo under the ticker OCEAN.
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. 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 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 their 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 EEA 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 EEA Member State.
This communication is only being distributed to and is only directed at, and any investment or investment activity to which it relates is available only to, and will be engaged in only with, (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 (the "Order") (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 UK Public Offers and Admissions to Trading Regulations 2024 (the "POATRs"). Consequently, any recipient understands that the securities may be offered only to "qualified investors" as defined in paragraph 15 of Schedule 1 to the POATRs, or to limited numbers of UK investors, or only where minimum consideration is required for the securities offered. Any investment or investment activity is available only to relevant persons and will be engaged in only with relevant persons, and each recipient warrants that it is a relevant person. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
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 believes that these assumptions were reasonable when made, the 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 the Company's 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 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 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 any 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 Managers nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept 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 Managers nor any of their affiliates accept any liability arising from the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.