NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL 

Reference is made to Soft Softox Solutions AS' (the "Company") notice on 24
March 2025. Today, the Company has resolved to carry out the Private Placement
and debt conversion and resolved to issue 289 163 052 new shares at a
subscription price of NOK 0,035 per share (the "Share Issue"). The Share Issue
has been resolved pursuant to the authorization granted by the extraordinary
general meeting 31 July 2024. The Share Issue will generate approximately NOK 9
054 500 in gross proceeds before transaction costs. 

Norwegian and international investors participated in the Private Placement. The
subscription price was set in accordance with market conditions (i.e 9,1%
premium over the 7 days WWAP prior to March 21st 2025).    

The Company will have a share capital of NOK 44 808 339,88 divided by 2 240 416
994 shares each with a nominal value of NOK 0,02 following registration of the
Share Issue with the Norwegian Register of Business Enterprises. 

Deviation from shareholders' preferential rights 

The board of directors has considered the Private Placement (and the Share Issue
as a whole) in light of the equal treatment principles under the Norwegian
Securities Trading Act and Oslo Børs' Oslo Rule Book II - Membership and Trading
Rules and Oslo Børs' Circular no. 2/2014, and is of the opinion that the waiver
of the preferential rights inherent in a private placement is considered
necessary in the interest of time and successful completion in order to secure
funding of the Company and reduce debt. Further, the Private Placement was
launched after a market sounding process with several investors (including both
new investors and existing shareholders) to reduce the transaction risk and the
transaction secures a market-based subscription (i.e 9,1% premium over the 7
days WWAP prior to March 21st 2025). In addition, the Private Placement is
limited and the shareholders will be given the opportunity to participate in a
later financing round. Taking into consideration the time, costs, and expected
terms of alternative methods of securing the necessary funding, as well as the
contemplated later financing, the board of directors has concluded that the
completion of the Private Placement, including the waiver of the preferential
rights inherent to the Private Placement, is in the common interest of the
shareholders of the Company. Further, the board has assessed whether a
subsequent offering shall be carried out. As the Private Placement is limited,
made without discount, and considering the cost inherent in a subsequent
offering and contemplated later financing round, the board has concluded that a
subsequent offering shall not be carried out.  

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. 

 

For any questions please contact:  

Ingrid Juven 

CFO SoftOx Solutions AS  

Mail: ir@soft-ox.com  

Phone: Ingrid Juven: (+47) 918 76 165