NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 8 June 2023: Reference is made to the joint announcement made by Krow Bidco AS (the "Offeror") and Heroic Group AS ("Heroic" or the "Company") on 15 May 2023.

The Offeror announces today its issue of an offer document (the "Offer Document") and the start of the acceptance period (the "Offer Period") for the voluntary cash offer to acquire all outstanding shares of Heroic (the "Shares") at a price of NOK 2.00 per Share (the "Offer"). The board of directors of Board (the "Board") unanimously recommends the shareholders of Heroic to accept the Offer. 

Shareholders representing approx. 75.10%, including members of Heroic's board and executive management, have signed conditional share purchase agreements with the Offeror for the sale of their shares in Heroic at the offer price, see section 1.8 "Share purchase agreement prior to the Offer" of the Offer Document for further details.

Key information regarding the Offer:
- The Offer Period will commence on 8 June 2023 and expire at 12:00 CEST on 23 June 2023, subject to extensions at the sole discretion of the Offeror.
- A consideration in cash of NOK 2 will be afforded per Share, subject to adjustments pursuant to the terms and conditions of the Offer.
- Following expiry of the Offer Period, settlement of the Offer will take place within five (5) business days after the date on which the Offeror confirms that the closing conditions set out in section 1.13 "Settlement" of the Offer Document have been satisfied or waived. All closing conditions are set out in section 1.6 "Conditions to the Offer" of the Offer Document.
- The receiving agent for the Offer is Pareto Securities AS.

The terms and conditions of the Offer, including the procedures for how to accept the Offer, are set out in the Offer Document. The Offer Document will be available at https://www.paretosec.com/updates/transactions/.

Advisers 
Pareto Securities AS is acting as receiving agent to the Offeror in connection with the Offer. Advokatfirmaet Selmer AS is acting as legal advisor to the Company and Wikborg Rein Advokatfirma AS is acting as legal advisors to the Buyer.

For further information, please contact:

Joachim Harg, Head of Finance and Investor Relations
harg@heroic.gg
+47 911 25 560

ABOUT HEROIC
Heroic Group is a leading European esports organization with roots in the Nordics, with pro teams at elite level in three different game titles, reaching millions of viewers globally. Founded in Denmark in 2016 as a promising challenger in the professional esports scene in Counter-Strike: Global Offensive, the organization currently competes in leading titles such as Counter-Strike: Global Offensive, Rainbow 6 and ESL R1 (simracing). 

Heroic was acquired by Omaken Sports in February 2021, providing a strong platform for additional growth and expansion. In November 2021 Omaken Sports changed its name to Heroic Group to better reflect the long-term ambitions of the company. Today, Heroic Group is headquartered in Oslo, Norway, with rosters including players and coaches from Norway, Denmark, Sweden, Finland, UK and among other European countries.

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IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.