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The Company is pleased to announce that it has now entered into an agreement (the “Restructuring Agreement”) relating to a series of transactions to address the Company’s long-term financing needs (jointly, the “Transaction”). The Restructuring Agreement has been entered into with a group of the Company’s largest shareholders and convertible loan holders (jointly, the “Investor Group”), consisting of: (i) Condire Management L.P., (ii) Nordlaks Holding AS, (iii) Nokomis Capital, (iv) Strawberry Capital AS, and (v) Joh. Johannsson Eiendom AS. The Investor Group represents approximately 63% of the shares and 93% of the Company’s outstanding convertible loan (the “Convertible Loan”). In addition, Coral HoldCo AS (“Coral Holding”), being a joint investment company established by the Investor Group, is a party to the Restructuring Agreement.
The Restructuring Agreement along with the USD 10 million bridge loan previously announced, (the “Bridge Loan”) contributes a total of minimum USD 20 million in new liquidity, in the form of equity, to the Group from the Investor Group, and further strengthens the Group’s balance sheet significantly through partial write-down of the Company’s outstanding Convertible Loan, reducing the Group’s overall indebtedness, and subsequent conversion, for the lenders who elect to participate, of the remaining portion into new shares in the Company, increasing the Group’s equity. In addition, former shareholders of the Company who accepted the Voluntary Offer will be offered the opportunity to participate in a private placement for gross proceeds of up to USD 5,850,000, subject inter alia to each such shareholder agreeing to repurchase the shares sold pursuant to the Voluntary Offer (as defined below) at a price per share equal to the Tender Offer Price. Further information on the Restructuring Agreement and related transactions is included below.
Process for entering into the Restructuring Agreement
As previously disclosed, the Board and its advisors have been in discussions with the Investor Group to secure the necessary liquidity and establish a long-term capital structure for the Company. Due to their affiliation with two of the members of the Investor Group, board members Kenneth Andersen and Eirik Welde have been excused from all deliberations of the Board with respect to the refinancing (the remaining board members are hereinafter referred to as the “Qualified Board”).
The Qualified Board has been advised by Advokatfirmaet CLP DA, Advokatfirmaet Gisvold AS and Arctic Securities AS in connection with the refinancing. In addition, Pareto Securities AS has been engaged to deliver an independent fairness opinion in connection with the implementation of the Transaction.
Components of the Transaction
Under the Restructuring Agreement, the Transaction comprises the following main elements:
• A recommended voluntary offer from Coral Holding, structured so as to satisfy the requirements applicable to a mandatory offer pursuant to the Norwegian Securities Trading Act Section 6-1 (5), at a price per share of NOK 0.80 (the “Tender Offer Price”) (the “Voluntary Offer”);
• Transfer of the Bridge Loan to Coral Holding and subsequent conversion into new shares in the Company, at a price per new share of NOK 0.10;
• A squeeze-out by Coral Holding of remaining minority shareholders in the Company (to the extent not already acquired pursuant to the Voluntary Offer), with a redemption price equal to the Tender Offer Price;
• A de-listing of the Company’s shares and warrants from Euronext Oslo Børs;
• Amendments to the Convertible Loan, including a right for each Convertible Loan lender to convert its share of the outstanding Convertible Loan amount (including accrued unpaid interest) into new shares in the Company at a price per new share of NOK 0.10, conditional upon a 23% write down of the outstanding amount for each lender who elects to convert their loans. The offer to convert is available to all lenders under the Convertible Loan. The Investor Group Members, holding approximately 93% of the Convertible Loan, have agreed to such write-down and conversion. Any write-down and conversion beyond the Investor Group Members’ portion will depend on the elections made by the remaining lenders; and
• A private placement divided into three tranches to raise gross proceeds of up to approximately USD 16 million in cash, at a price per share of NOK 0.10:
o The first tranche of the private placement is fully underwritten and will be directed towards the Investor Group Members and will raise gross proceeds of approximately USD 10 million;
o The second tranche will be directed towards former holders of the Convertible Loan who exercised the conversion right thereunder (as described above), other than the Investor Group Members, for gross proceeds of up to USD 750,000, allocated on a pro rata basis based on their shareholding following conversion of the Convertible Loan and prior to the first tranche; and
o The third tranche will be directed towards former shareholders of the Company who accepted the Voluntary Offer, for gross proceeds of up to USD 5,850,000, allocated pro rata based on their former shareholding, subject to each such shareholder agreeing to repurchase the shares sold pursuant to the Voluntary Offer at a price per share equal to the Tender Offer Price.
o The second and third tranches shall be limited upwards to USD 6 million in aggregate and be subject to, among other things, in the case of the third tranche only, a minimum subscription of NOK 100,000 by each eligible shareholder.
Conversion of the Convertible Loan and participation the private placement is subject to, amongst other things, the completion of the de-listing of the Company’s shares from Euronext Oslo Børs. Consequently, shares issued under the conversion of the Convertible Loan and the Private Placement will not be admitted to trading and may be subject to trading restrictions.
In connection with the entry into of the Restructuring Agreement, the maturity date for the Bridge Loan has also been extended until 31 August 2026.
The key balance sheet effects of the Transaction for the Company are summarized in an attachment to this stock exchange notice.
The completion of the Transaction, including the obligation to launch the Voluntary Offer, is subject to the satisfaction of customary conditions precedent, including, but not limited to, the approval of the offer document relating to the Voluntary Offer by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) and the approval of the relevant corporate resolutions by the general meeting of the Company.
Further information on the various steps, including proposals to be adopted by the general meeting of the Company, will be provided in due course.
As previously disclosed on 27 March 2026, the Investor Group’s original proposal included a rights issue of approximately USD 15 million directed towards all existing shareholders at a subscription price of NOK 0.10 per share. Following further analysis and dialogue between the Company’s Qualified Board, its legal and financial advisors and the Investor Group, this rights issue has been replaced by the proposed private placement following de-listing, as described above (see further below for the reasoning for this).
Further information on the background of the Transaction – Equal treatment considerations
The Company’s additional liquidity needs have been disclosed on several occasions during 2026. In February 2026, the Group announced a need for additional capital of USD 15 – 25 million, subsequently updated to USD 25 – 30 million on 23 March 2026. At that time, it was also disclosed that failure to resolve the Company’s near-term liquidity requirements by 31 March 2026 would result in a technical default under certain of its lending agreements.
In light of the Company’s acute need for liquidity to meet its ongoing obligations, sustain its operations and avoid insolvency proceedings, the Company raised the Bridge Loan on 28 March 2026. The Qualified Board considered, based on, inter alia, advice received from its advisors and the position communicated by the Investor Group, that the Company’s equity and shareholder value were most likely lost, that it was unlikely that the necessary capital contribution could be obtained from parties other than the Investor Group and that the entry into of the Bridge Loan would likely form part of a broader successful refinancing of the Group.
The Bridge Loan provided the Company with USD 10 million in new liquidity, divided into two tranches of USD 5 million each, and carried an interest rate of 12% p.a. In addition, the Bridge Loan entailed an origination fee of 15% of the principal, such fee being added to the outstanding principal amount. Tranche 1 of the Bridge Loan was immediately disbursed, enabling the Company to meet its ongoing obligations falling due at the end of March 2026. Tranche 2 was fully disbursed in April 2026.
The Qualified Board has considered, in consultation with its advisors, other available sources of financing, including the contemplated rights issue, but concluded that no feasible alternative sources of financing were available to the Company, and that the Bridge Loan did not place the Company’s creditors in a worsened position.
The previously contemplated rights issue was removed because it was considered that it would likely have created an unfair outcome for participating minority shareholders. As part of the long-term financing solution with the Investor Group, Coral Holding will hold more than 90% of the shares in the Company following the Transaction, which will give it the right to carry out a compulsory acquisition of the shares of all remaining shareholders at a price as low as NOK 0.10 per share. Accordingly, shareholders who subscribed in a rights issue at NOK 0.10 per share would subsequently likely be subject to a compulsory acquisition at the same price of NOK 0.10 per share following conversion of the convertible loan, resulting in no return on their investment and a significant loss compared to the NOK 0.80 per share offered in the Voluntary Offer.
In light of these considerations, the Qualified Board is of the view that the updated structure provides a more equitable outcome for shareholders and more effectively safeguards their interests.
The Qualified Board notes that, based on the valuations it has procured, the Company’s liabilities most likely exceed the value of its equity, which is also reflected in the contemplated 23% write-down of the convertible loan upon conversion at NOK 0.10 per share.
As described above, following the updated refinancing structure, former shareholders who accepted the Voluntary Offer and wish to continue to participate as owners in the Company on a long-term basis will be offered the opportunity to subscribe for new equity at a subscription price of NOK 0.10 per share, subject to (i) a minimum subscription of NOK 100,000, being the same subscription price as that applicable to the Investor Group and the holders of the Convertible Loan, and as was the case in the now replaced rights issue; and (ii) the former shareholders repurchasing the shares sold by them in the Voluntary Offer at a price of NOK 0.80 per share.
The Qualified Board also notes that there is a notable risk that the Company will require additional equity injections following the refinancing, and in particular if tranche 2 and 3 of the private placement is not fully subscribed, and that the write down-of the Convertible Loan could have been larger to reflect the Company’s financial position.
Although the implementation of the Restructuring Agreement does not currently guarantee more than USD 20 million in new liquidity, and thus does not fully cover the Company’s estimated financing needs for the next 12 months nor fully restore the Company’s equity and liquidity to adequate levels, the Qualified Board considers that it was right and prudent to enter into the Restructuring Agreement. The Qualified Board has, through stock exchange notices and other channels, invited discussions regarding alternative transactions; however, no interested parties have come forward, and no alternative financing solutions have been available to the Company.
In its assessment of the Restructuring Agreement, the Qualified Board has placed significant emphasis on the fact that the Company’s financial position, in the absence of the Transaction, would in all likelihood have resulted in a highly uncertain situation for the Group’s employees, limited recovery for the Company’s creditors, and a total loss of value for the Company’s shareholders. The Qualified Board has further placed significant emphasis on the fact that the Company’s minority shareholders, through the Voluntary Offer, will have the opportunity to realize a portion of their shareholder value through the offer at NOK 0.80 per share or a subsequent squeeze-out at the Tender Offer Price, which represents a substantial premium compared to the subscription price in the capital increases proposed through the Transaction. The Qualified Board considers that the Voluntary Offer provides the minority shareholders with a reasonable opportunity to preserve some of their shareholder value.
Further information on the refinancing process will be provided in due course.
Kilde
