SoftOx Solutions AS: Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE
PRESS RELEASE. 

Reference is made to the stock exchange announcement published by SoftOx
Solutions AS (“SoftOx” or the “Company” with Merkur ticker: “SOFTOX-ME”) on 2
December 2019 regarding a potential private placement. The Company has retained
Arctic Securities AS and SpareBank 1 Markets AS as joint bookrunners (the
"Managers") to advise on and effect a private placement of new shares directed
towards existing shareholders, Norwegian and international investors, in each
case subject to and in compliance with applicable exemptions from relevant
registration, filing and prospectus requirements, and subject to other
applicable selling restrictions (the "Private Placement"). 

In the Private Placement, the Company is offering between 1,666,667 and
2,083,334 new shares, representing approximately 36 to 45 per cent of the
outstanding share capital of the Company. The subscription price in the Private
Placement is NOK 24 per new share and the Private Placement will thus raise
gross proceeds of approximately NOK 40 – 50 million. The net proceeds of the
Private Placement will be used to finance studies and corporate development, as
well as for general corporate purposes (including repayment of NOK 3million in
debt to shareholders). 

The Private Placement consists of two tranches: one tranche that is reserved for
the Company's existing shareholders as recorded in the VPS on 12 December 2019
("Tranche 1"), and one tranche which is open to new Norwegian and international
investors ("Tranche 2"). The minimum subscription and allocation amount in
Tranche 2 has been set to the NOK equivalent of EUR 100,000, whilst  no minimum
subscription and allocation amount will apply in Tranche 1. The Company may, in
any case and in its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including the Norwegian Securities Trading Act and
ancillary regulations, are available.

The application period commences today on 12 December 2019 at 09:00 (CET) and
will close on 12 December 2019 at 16:30 (CET). The Company, together with the
Managers, reserves the right to close or extend the application period at any
time at their sole discretion, at short notice. If the application period is
shortened or extended, any other dates referred to herein may be amended
accordingly.

Conditional allocation of the offer shares in the Private Placement is expected
to be determined at the end of the application period by the Company's board of
directors its sole discretion. The Board will focus on allocation criteria such
as (but not limited to) current ownership in the Company, timeliness of the
application, price leadership, relative order size, sector knowledge, perceived
investor quality and investment horizon. Notwithstanding the foregoing, the
Board will endeavor to allocate Offer Shares to existing shareholders having
applied for Offer Shares in Tranche 1 on a pro rata basis based on shares held
in the Company. Notification of allocation will be sent to the applicants by the
Managers on or about 13 December 2019, subject to any shortenings or extensions
of the application period. 

Completion of the Private Placement is subject to (i) the adoption of the
relevant corporate resolutions of the Company required to implement the issue of
the Offer Shares, which in addition to the board of directors' resolution to
conditionally allocate and proceed with the Private Placement involves the
approval by an Extraordinary General Meeting to be held on or about 20 December
2019 (the “EGM) (ii) the Offer Shares having been fully paid and legally issued
and (iii) registration of the share capital increase pertaining to the issuance
of the Offer Shares in the Norwegian Register of Business Enterprises. Existing
shareholders being allocated share in the Private Placement undertake to vote on
behalf of all its shares in the Company in favour of Private Placement at the
EGM.

The first day of trading for the offer shares is expected to be on or about 6
January 2020, with settlement on or about the same date. 

The Company and the Managers reserve the right, at any time and for any reason,
to cancel, and/or modify the terms of, the Private Placement. Neither the
Managers nor the Company will be liable for any losses incurred by applicants if
the Private Placement is cancelled, irrespective of the reason for such
cancellation.   

The Company's Board of Directors has considered the Private Placement in light
of the equal treatment obligations under the Norwegian Securities Trading Act
and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated
transaction is in compliance with these requirements. The Board of Directors
concluded that the waiver of the preferential rights inherent in a private
placement was considered necessary in the interest of time and successful
completion of the share issue. The Private Placement will allow the Company to
raise capital faster, with a lower discount and with significantly lower
transaction costs than what a rights issue would entail, and it will also allow
for the Company to broaden its shareholder base to the benefit of the
shareholders and the Company. On this basis, and based on an assessment of the
current equity markets, the Company's Board of Directors has considered the
Private Placement to be in the common interest of the Company and its
shareholders. As a consequence of the Private Placement structure, the
shareholders' preferential rights will be deviated from.

The Private Placement is directed towards investors subject to applicable
exemptions from relevant prospectus requirements, (i) outside the United States
in reliance on Regulation S under the US Securities Act of 1933 (the "US
Securities Act") and (ii) in the United States to "qualified institutional
buyers" as defined in Rule 144A under the US Securities Act as well as to major
U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange
Act of 1934.

For further information, please contact: 

Mr. Geir H. Almås, CEO
Tel: +47 977 59 071
E-mail: geir.almaas@soft-ox.com

***

This release is an announcement issued pursuant to legal information
obligations, and is subject to disclosure under the Norwegian Securities Trading
Act, Section 5-12. It is issued for information purposes only, and does not
constitute or form a part of any offer or solicitation to purchase or subscribe
for securities in the United States, or any other jurisdiction in which such
distribution would be unlawful or would require registration or other measures.
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, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume 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 Managers are acting for the Company and no one else in connection with the
Private Placement and will not be responsible to anyone other than the Company
providing the protections afforded to their respective clients or for providing
advice in relation to the Private Placement 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.