Vardar and Skagerak Energi to execute NOK 70 million investment in Vow Green Metals AS

Vow Green Metals ("Vow Green Metals" or the "Company"), a leading developer of
production facilities for biocarbon and other carbon-neutral products, today
announces, further to its announcement on 8 April 2024 about initiating a
strategic process, an agreement for total of NOK 70 million investment from
Vardar AS ("Vardar") and Skagerak Energipartner AS, a wholly owned subsidiary of
Skagerak Energi AS ("Skagerak Energi"). The equity investment is split into a
directed share capital increase of NOK 20 million equity investment in cash from
Skagerak Energi and a directed share capital increase of NOK 50 million in
conversion of existing debt from Vardar, together totaling NOK 70 million.
  
The share capital increases are subject to approval of (i) the proposed Board's
authorization to increase the share capital, (ii) the election of Geir Kulås as
new member of the Company's Board of Directors, and (iii) the election of Robert
Olsen as new member of the Company's Nomination Committee, in the upcoming
Annual General Meeting in the Company scheduled to be held on Thursday 23 May
2024 (the "AGM").
 
Pareto Securities has acted as financial advisor and facilitator for the
contemplated transaction.
 
"These strategic investments from the leading renewable energy producers in the
region further validate the Vow Green Metals' business case and is an important
step in developing and progressing our process towards industrial scale
production of biocarbon," says Cecilie Jonassen, CEO, Vow Green Metals.

Skagerak Energi, a regional energy company, headquartered in Porsgrunn, Norway,
will through its subsidiary Skagerak Energipartner AS invest NOK 20 million at a
price of NOK 1.863 per share (90 day volume weighted average price from 16 May
2024), representing a 11.2% premium to closing share price for the Company's
shares on 21 May 2024. Skagerak's core businesses are electricity production and
distribution, as well as the production and distribution of district heating. 

"We invest in innovative solutions that reduce climate emissions, and Vow Green
Metals has the technology, the commercial and industrial capability to succeed
as a supplier to the European metallurgical industry," says Jens B. Staff, CEO,
Skagerak Energi.

With reference to the stock exchange announcement on 27 November 2023, Vardar
will be converting the NOK 50 million loan previously provided to Vow Green
Metals. The conversion price will be the same as for Skagerak Energi's equity
investment, NOK 1.863 per share. The option conversion agreement dated 27
November 2023 will not be executed. With this, Vardar will be an equity investor
also in Vow Green Metals, in addition to the NOK 50 million investment in Vow
Green Metal's subsidiary VGM Operatør AS (the 20k ton biocarbon production
facility in Hønefoss) announced earlier this year.

"This is an opportunity for Vardar to further develop and widen our partnership
with Vow Green Metals, and accelerate the development of new, green industries
in the region," says Robert Olsen, CEO, Vardar.
 
About Skagerak Energi AS
Skagerak Energi is a regional energy group, headquartered in Porsgrunn, Norway.
Skagerak delivers renewable energy contributing to a sustainable future. Its
core businesses are electricity production and distribution, as well as the
production and distribution of district heating. The Group has also investments
within solar, biogas and battery solutions.  The Group has ca 750 employees, an
average energy production of 6 TWh, and revenues of around NOK 7.6 bn. 

About Vardar AS 
Vardar AS produces renewable energy in the form of water, wind, bio and solar,
and is a long-term industrial investor in sustainable energy solutions for the
future. In sum, Vardar AS, both directly and indirectly through Å Energi,
produces around 2,2 TWh of hydro power annually, and is owned by eighteen
municipalities in the county of Buskerud, in addition to Asker municipality. The
Group has in addition to own renewable assets, several direct and indirect
investments in companies operating in the renewable energy value chain,
including ownership in Å Energi, Zephyr, Sunly and Solcellespesialisten. 

Additional information
Following the required approvals by the AGM as described above, and registration
in the Norwegian Register of Business Enterprises, it is expected that the Board
of Directors will resolve to issue the new shares to Vardar and Skagerak Energi
as described above. Upon completion of the share capital increases described
herein, the share capital of the Company will be NOK 1 318 205.8 consisting of
202 800 897 shares each with a par value of NOK 0.0065.
   
The Board of Directors has considered the share capital increases in light of
the equal treatment obligations under the rules on equal treatment under Oslo
Rule Book II for companies admitted to trading on Euronext Oslo and the Oslo
Stock Exchange's Guidelines on the rule of equal treatment, and deems that the
proposed share capital increases are in compliance with these obligations.

The Board is of the view that it will be in the common interest of the Company
and its shareholders to raise equity through a directed share issue of NOK 20
million to Skagerak Energi. By structuring the equity raise as a directed share
capital increase towards Skagerak Energi, the Company has secured a subscription
price that is higher than the last closing price. Further, Skagerak Energi is a
new investor (not existing shareholder) and is deemed a strategic investor with
valuable industrial competence and positioning. The share capital increase
towards Vardar will reduce the Company's debt, and also take place at a
subscription price higher than the last closing price. For the reasons described
above, the Company will not carry out a subsequent repair issue directed towards
shareholders that were not allocated shares in the share capital increases.

The Company refers to its announcement of 8 April 2024 regarding initiating a
strategic process to seek investments to inter alia strengthen the Company's
financial position and fund specific projects. This process continues and the
Company is in ongoing discussions for potential additional investments, however
no guarantees can be made that any such investments will be made. 
 

For further information, please contact:
 
Cecilie Jonassen, CEO, Vow Green Metals AS 
Tel: [phone] 
Email: [e-mail]

Jan Halvard Aas Møller, CFO, Vow Green Metals AS
Tel: + 47 901 15 375 
Email: [e-mail]


About Vow Green Metals 
Vow Green Metals' strategy is to be a leading producer of biocarbon and other
carbon-neutral products that enable the green transition in hard-to-abate
industries. We are on a mission to accelerate the world's transition to
renewable materials by offering green alternatives to replace fossil reduction
agents in the metallurgical industry. The core of our business is to build, own
and operate biocarbon production plants using state-of-the-art pyrolysis
technology to turn biomass and biomass waste-streams into our core product,
biocarbon. Our biocarbon production process also creates other valuable products
like bio-oil and bioenergy. With our standardized solutions, unique access to
proprietary technology, and a growing global pipeline of projects, we are
upholding our first-mover position in a growing market where speed and scale
will be determining factors. Vow Green Metals is building a new biocarbon
industry on the shoulders of its main owner and technology partner, Vow ASA,
which provides access to competence and capabilities acquired through decades of
industrial innovation.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation article 7 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 Vow Green Metals AS, on
21 May 2024 at CEST 22:30.

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