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.

Oslo, 7 July 2021. 

Reference is made to the press release from Nordavind AS (“Nordavind” or the “Company”) published on 6 July 2021 regarding a contemplated private placement (the “Private Placement”) and Merger with 00Nation (the “Merger”).

Nordavind is pleased to announce that the Private Placement has been successfully completed. The Private Placement consisted of 3,333,333 offer shares (the “Offer Shares”) at a subscription price of NOK 15.0 per share (the “Offer Price”) raising gross proceeds for the Company of approximately NOK 50 million.

The Private Placement attracted very strong interest from high-quality investors and family offices, and was multiple times oversubscribed. As a result of the strong interest, Nordavind decided to end the application period earlier than initially anticipated.

The transaction was well supported by both founders, board and management who subscribed for a total of NOK 15 million.

The net proceeds of the Private Placement will be used to for payment of the cash consideration under the share purchase agreement relating to the shares of 00Nation, and the remainder will be used to fund growth investments and for general corporate purposes.

Completion of the Private Placement is conditional upon (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company, including without limitation (a) resolution by the Company's board of directors to proceed with the Private Placement and (b) approval of the share capital increase and issue of the New Shares required for completion of the Private Placement by the Company’s extraordinary general meeting (the “EGM”); (ii) the allocated New Shares having been fully paid; and (iii) registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises and issuance of the New Shares with VPS.

Notification of conditional allocation will be communicated to investors on or about 7 July 2021. The EGM will be held on or about 15 July 2021. The payment date is expected on or about 16 July 2021, subject to the Private Placement being approved. Delivery of the offer shares will be made as soon as practically possible after the registration of the capital increase with the Norwegian Register of Business Enterprises.

The Company would like to thank all investors who subscribed for shares in the Private Placement for their vote of vote of confidence.

Advisors:

Arctic Securities AS and SpareBank 1 Markets AS are engaged as Joint Lead Managers and Joint Bookrunners in connection with the Private Placement. Ro Sommernes advokatfirma is acting as legal advisor to the Company.