SoftOx Solutions AS: Successful 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 announcements published by SoftOx
Solutions AS (“SoftOx” or the “Company” with Merkur ticker: “SOFTOX-ME”) earlier
today, on 12 December 2019 regarding the ongoing private placement (the “Private
Placement”). SoftOx is pleased to announce that the Company has successfully
completed the Private Placement raising gross proceeds of approximately NOK 75
million through issuance of 3,125,000 new shares (the “New Shares”) at a price
of NOK 24 per share. The Private Placement received support from both new and
existing shareholders.

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 3 million in debt to shareholders).

Completion of the Private Placement is subject to (i) 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 (iii) registration of the share
capital increase pertaining to the issuance of the Offer Shares in the Norwegian
Register of Business Enterprises and issuance of the Offer Shares in VPS.
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.

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.

Arctic Securities AS and SpareBank 1 Markets AS acted as joint bookrunners for
the Private Placement.

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.