Green Energy Group (SeaBird Exploration Plc): Contemplated private placement

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.

        

Green Energy Group (Seabird Exploration PLC), ("the "Company") has retained Fearnley Securities AS as Bookrunners (the "Managers") to advise on and effect a private placement (the "Private Placement") of new shares, with the intention to raise gross proceeds of up to NOK 80 million.

The net proceeds to the Company from the Private Placement will be applied towards for the efficient deployment and mobilization of the company’s vessels, as well as for working capital and general corporate purposes. Certain existing shareholders and members of the Company’s Board have pre-committed to subscribe for and be allocated shares totalling NOK 17 million. Companies related to Magnus Halvorsen have confirmed willingness to subscribe for an amount of NOK 25 million, subject to an allocation of not less than NOK 20 million. In addition, certain other investors, have provided firm interest in subscribing for shares in an amount of not less than NOK 27 million.

The Private Placement will be directed towards Norwegian and international investors, subject to 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, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.

The offer price in the Private Placement is NOK 3. The application period for the Private Placement commences today, on 28 July 2022 at 16:30 CEST, and is expected to close no later than 29 July 2022 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the application period is shortened or extended, other dates referred to herein may be changed correspondingly.

Allocation of the shares in the Private Placement will be determined after the expiry of the application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers.

The new shares will be delivered under separate ISIN and will not be tradable on Oslo Børs until the approval of a listing prospectus. An interim NOTC trading arrangement is intended to be set up until the listing prospectus is approved.

Completion of the Private Placement is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the application period and to increase the share capital of the Company.

The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. Subject to completion of the Private Placement and depending on the results of the bookbuilding, the Board of Directors of the Company will consider to carry out a subsequent offering directed towards existing shareholders in the Company as of the end of trading today, 28 July 2022 (and as registered in the VPS as of the end of 1 August 2022) who 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 who were not allocated shares in the Private Placement (the "Subsequent Offering"). The subscription price in a potential Subsequent Offering will be equal to the subscription price in the Private Placement.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange announcement was published by Erik von Krogh, CFO of Green Energy Group (SeaBird Exploration PLC), on 28 July 2022 at 16.30 CET.

For additional information, please contact: Finn Atle Hamre, CEO, +47 928 35 991.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.