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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Sandes, Norway 30 September 2025: Reference is made to the previous stock
exchange announcements published by Desert Control AS (the “Company”) regarding
the fully underwritten rights issue of 60,743,500 new shares in the Company (the
“Offer Shares”), each with a nominal value of NOK 0.003, at a subscription price
of NOK 1.2347 per Offer Share (the “Subscription Price”), raising gross proceeds
of NOK 75 million (the “Rights Issue”).
Pursuant to, and subject to the terms and conditions of the underwriting
agreements entered into between the Company and the underwriters (the
“Underwriters”) (the “Underwriting Agreements”), each of the Underwriters are
entitled to an underwriting fee of either (i) 10% of the underwriting obligation
if received as a payment in cash or (ii) 12% of the underwriting obligation if
received as new shares in the Company issued at the same Subscription Price as
in the Rights Issue, which is payable upon completion of the Rights Issue.
Upon completion of the Rights Issue, the Underwriters have elected settlement of
their underwriting obligation in shares or in cash, resulting in the issuance of
6,535,995 new shares. To settle the underwriting fee, the board of directors has
today resolved to issue 6,535,995 new shares in the Company, each with a nominal
value of NOK 0.003, at the Subscription Price, to be paid by set-off of the
Underwriters’ claims pursuant to the Underwriting Agreements. The share capital
increase was resolved pursuant to a board authorisation resolved by the
extraordinary general meeting on 5 September 2025.
The following closely associated companies to primary insiders of the Company
have subscribed for shares as part of settlement for their underwriting
obligation as set out below:
· Woods End Interest LLC, a company closely associated with the CEO of the
Company, James Thomas, has subscribed for 714,343 new shares.
· Genialt AS, a company closely associated with the CFO of the Company,
Leonard Chaparian, has subscribed for 48,594 new shares.
Primary insider notifications pursuant to the EU Market Abuse Regulation Article
19 are attached.
This information is made public by the Company pursuant to the EU Market Abuse
Regulation article 19, and is subject to the disclosure requirements pursuant to
Section 5-12 the Norwegian Securities Trading Act.
For further information please contact:
James Thomas
Chief Executive Officer
Email: james.thomas@desertcontrol.com
Mobile: +1 203 984-7658
Leonard Chaparian
Chief Financial Officer
Email: leonard.chaparian@desertcontrol.com
Mobile: +47 90 66 55 40
About Desert Control:
Desert Control develops innovative solutions to enhance soil health, conserve
water, and promote ecosystem resilience. The company’s mission is to combat
desertification, soil degradation, and water scarcity. Our patented Liquid
Natural Clay (LNC) transforms sandy, fast-draining soils to retain water and
nutrients, improving soil health, crop yields, and ecosystem vitality while
conserving water. Desert Control provides customized solutions to strengthen
sustainability, profitability, and prosperity for agriculture, forests, and
green landscapes. In collaboration with partners and clients, we aim to preserve
natural resources, restore biodiversity, enhance food security, and ensure a
climate-resilient future.
Important notice
This announcement does not constitute an 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. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. 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. 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.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus.
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 EEA Member State (the “Prospectus
Regulation”). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus will, following publication, be available
from the Company’s registered office and, subject to certain exceptions, on the
website of the Manager. 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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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. This document is not for publication or distribution in,
directly or indirectly, Australia, Canada, Japan, the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for or
purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue 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 providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.
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”, “intends”, “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 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 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.
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. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
Neither the Manager nor any of their respective affiliates accepts any liability
arising from the use of this announcement.
Kilde
