NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER 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.
Element ASA (“Element” or the “Company”) is pleased to announce that the Company has conducted a private placement (the “Private Placement”) of 463.333 new shares (the “New Shares”) thereby raising gross proceeds in the aggregate amount of NOK 2.085.000. The net proceeds from the Private Placement will be used for working capital purposes.
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The investors subscribing for the shares in the Private Placement are a group of Norwegian investors. Three of the investors also held shares in the Company prior to the Private Placement, with a total holding of 94.361 shares, corresponding to 0,005% of the outstanding shares prior to the Private Placement. Apart from this, none of the investors are shareholders in the Company as of today. The New Shares have been issued based on the existing authorization to the Board to issue shares approved by the annual general meeting on 28 June 2019. The payment date for the Private Placement is expected to be on or about 17 October 2019, and the New Shares will be delivered on a separate ISIN as soon as practicable thereafter, and is expected to become listed and tradable in medio November 2019 following announcement of a prospectus.
The Board, together with the Company’s management, have considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company’s and the shareholders’ joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
For further information, please contact:
Thomas Christensen
Chairman
+47 9225 5444
Geir Johansen
CEO
E-mail: gj@elementasa.com
+47 4771 0451
About Element
Element is an innovative project investment company within the mineral sector, which continuously strives to create shareholder value at the lowest possible risk. The company has as strategy to identify undervalued projects, closing in on cash flow, where infrastructure and other basic work, if necessary, have in large, been completed. The company’s special focus is linked to projects within new, and usually ground breaking technology, within its niches.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
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, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the manager assumes 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 manager is acting for the Company and no one else in connection with the Subsequent Offering 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 Subsequent Offering 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.
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