CondAlign : Contemplated private placement

CondAlign AS: Contemplated private placement

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

CondAlign AS (the "Company") hereby announces a contemplated private placement of new preference shares in the Company (the "New Preference Shares") to raise gross proceeds of minimum NOK 35.8 million and maximum NOK 45.8 million, including conversion of existing debt of NOK 25.8 million (the "Private Placement"). The subscription price per New Preference Share is set at NOK 16.67 (the "Subscription Price"). The New Preference Shares will have the qualities accounted for below.

The Company has engaged SpareBank 1 Markets AS as manager for the Private Placement (the "Manager").

The net cash proceeds from the Private Placement will be used for general corporate purposes and to finance current business, including a potential repayment of existing debt of up to NOK 2 million. Minimum NOK 25.8 million of the Private Placement will be existing debt converted into equity and accordingly not raise cash proceeds for the Company.

Provided that the minimum proceeds from Tranches 2 and 3 (as defined below) is raised the Company estimates that the cash runway will be extended until the end of November 2024, or alternatively until the end of October 2024 if part of the proceeds from the Private Placement are used to repay existing debt. The Company has estimated a total funding need of about NOK 40 million in order to reach positive EBITDA. If the Private Placement is completed, the Company will not have available cash to operate its business other than the cash proceeds from the Private Placement of minimum NOK 10 million and is accordingly dependent on raising further capital (which may include shareholder loans, share issues, debt instruments, other financial instruments and/or a sale of assets or other strategic initiatives). The Company has explored alternative financing options over time and has not been able to attract investor interest by issuing ordinary shares or any kind of debt financing. The Company is accordingly of the view that the proposed structure with issuing the New Preference Shares is required to provide the Company with urgently needed capital to extend the runway for business development and to explore additional future financing.

If the Company fails to raise additional new capital, the Company will need to explore alternative strategic measures, and if not successful, may not be able to sustain its current business plan.

The Company has received pre-commitments to subscribe for New Preference Shares from all creditors of the outstanding NOK 25.8 million convertible loan issued on 9 February 2024 (the "Convertible Loan") by set off of such subscribers claim against the Company under the Convertible Loan against the subscription amount for the New Preference Shares. The holders have also pre-committed to accept that the independent subscription rights issued in connection with the Convertible Loan are cancelled and that the Company will be relieved from the obligation to establish the class of preference shares referred to in the stock exchange announcement by the Company on 7 December 2023, all subject to closing of the Private Placement.

The application period for the Private Placement (the "Application Period") commences on 21 June 2024 and closes on 28 June 2024, at 16.00 hours (CEST). The Manager and the Company may, however, at any time resolve to close or extend the Application Period at their sole discretion and on short or no notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The Company may at its sole discretion allocate to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including Regulation (EU) 2017/1129 (the Prospectus Regulation) and ancillary regulations, are available.

The Private Placement is split into three different tranches, each with a subscription price of NOK 16.67 per share (the "Offer Price"):

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1. A tranche of NOK 25.8 million directed at the holders of the Convertible Loan and with a minimum subscription per shareholder of a NOK amount corresponding to EUR 100,000, where settlement shall be made by set-off of claims pursuant to the Convertible Loan ("Tranche 1");
2. An offering directed towards existing shareholders in the Company as of 20 June 2024, as registered in the VPS on 24 June 2024, in reliance on applicable prospectus exemptions ("Tranche 2"); and
3. An institutional offering with cash settlement directed towards qualified investors in accordance with applicable prospectus exemptions ("Tranche 3").

The split of proceeds raised in Tranches 2 and 3 shall be determined by the Board in its sole discretion, however so that the total gross cash proceeds raised shall in aggregate be at least NOK 10 million and maximum NOK 20 million.

The New Preference Shares shall have the following rights:

In the event of any distribution from the Company, whether in one or several distributions and either through dividends, capital reductions (including demergers), liquidation, dissolution or winding up of the Company, any funds and assets of the Company available for distribution (whether in the form of cash payment or payment in kind) shall be distributed as follows:

1. First, holders of New Preference Shares will receive an amount on each New Preference Shares equal to 3 times NOK 16.67, being the subscription price for the New Preference Shares in the Private Placement.
2. Second, any additional amounts will be distributed among the holders of Ordinary Shares and New Preference Shares (as deemed converted into Ordinary Shares as set out below) in proportion to their respective holdings of shares in the Company.

Immediately after the preference amount under item (i) has been repaid in full to the holders of New Preference Shares, each Preference Share shall be deemed converted into one Ordinary Share, and thus have the right to receive any part of additional distributions in line with the other Ordinary Shares under item (ii).

If the Company is the transferring company in a merger, the holders of New Preference Shares shall retain preference shares in the surviving company where each consideration share shall have the same economic rights as the New Preference Shares (less any amount already distributed).

Other than the rights set out above the New Preference Shares shall have the same rights as the rights attached to the Ordinary Shares.

Assuming or subject to completion of the Private Placement, the Company will call for an extraordinary general meeting expected to be held on or about 12 2024 (the "EGM") to vote on the following matters (the "EGM Resolutions"):

• Changes to the articles of association in order to establish the New Preference Shares as a new separate share class with rights as set out above; and
• The share capital increase pertaining to the New Preference Shares.

All of the holders of the convertible loan who are also shareholders in the Company have by providing pre- commitments also confirmed their commitment to vote in favor of the EGM Resolutions.

The establishment of the New Preference Shares and the completion of the Private Placement is subject to the following conditions (the "Conditions"): (i) the Company receiving subscriptions for New Preference Shares for an amount exceeding or equal to gross proceeds of NOK 35.8 million (minimum NOK 10 in cash gross proceeds and minimum NOK 25.8 by set off of the Convertible Loan), (ii) the Board of Directors of the Company resolving to allocate the New Preference Shares, (iii) the EGM resolving the EGM Resolutions, (iv) the Company receiving payment (including by set off of Convertible Loan) for all New Preference Shares allocated in the Private Placement by the respective investors, (v) the share capital increase pertaining to the New Preference Shares being registered with the NRBE and the New Preference Shares being validly registered and issued in the VPS, (vi) the debt under the Convertible Loan being set off in full against payment of Offer Price for subscriptions of New Preference Shares in accordance with the terms of the Private Placement (the "Convertible Loan Condition") and (vii) all of the Independent Subscription Rights (as defined below) being cancelled. Further, if the total gross cash proceeds raised

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from Tranches 2 and 3 are below NOK 20 million the applications of New Preference Shares are conditional upon the Company being granted a waiver by DNB Bank ASA related to the minimum equity covenant that needs to be met on 30 June 2024 under the current debt facility.

The Private Placement implies a deviation from the existing shareholders' pre-emptive right to subscribe for the New Preference Shares. The Board has considered the Private Placement in light of the equal treatment obligations set out in the Private Limited Liability Companies Act and deemed that the proposed Private Placement is in compliance with these obligations. The Company has explored several financing options to support the short-term liquidity, and the Private Placement is considered as the best option and will put the Company in a position to further explore its options to finance the long-term liquidity needs which is in the interest of all shareholders. All existing shareholders are invited to participate in the Private Placement and will be allocated shares in accordance with their shareholdings as further explained above. The Board has further emphasized that by completing the Private Placement, the Company will settle its debt under the existing convertible loan (the "Convertible Loan") and cancel all outstanding Independent Subscription Rights which currently provides for a right to subscribe preference shares (the "Independent Subscription Rights").

On this background, the Board is of the view that the Private Placement is in compliance with the equal treatment obligations to which the Company is subject and is in the best interest of the Company and its shareholders. The Board has concluded that there is a basis for deviating from the existing shareholders' preferential rights.

The Private Placement will not be completed if the above conditions (the "Conditions") are not fulfilled by 10 August 2024, and the Board may also decide not to complete the Private Placement for any other reason. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Conditional allocation of the New Preference Shares will be determined by the Board, in consultation with the Manager, following the expiry of the Application Period. Information about conditional allocation will be sent from the Manager to the Applicants who have received conditional allocation shortly after expiry of the Application Period.

The Board will take into account the following allocation criteria when determining the allocation of New Preference Shares:

• The allocation of New Preference Shares in Tranche 1 shall be allocated to existing holders of the Convertible Loan based on the Applicant's proportional portion of the Convertible Loan.

• The allocation of New Preference Shares in Tranche 2 shall be allocated based on the Applicant's proportional portion of the current outstanding shares in the Company.
• The allocation of New Preference Shares in Tranche 3 shall be allocated based on criteria such as (but not limited to) existing shareholding, sector knowledge, investment history, perceived investor quality, investment horizon and shareholder structure.

The Company may, at its sole discretion, set a maximum allocation to any Applicant as well as reject or reduce any application in whole or in part. Holders of the Convertible Loan will as a consequence of the set off of the full Convertible Loan being a condition for the Private Placement be guaranteed allocation for applications to their full holdings of the Convertible Loan.

Further information about settlement of the New Preference Shares will be provided when the New Preference Shares has been allocated and the EGM has been convened.

Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company.

For further information, please contact:

CEO

Harald Wahl Breivik

[e-mail]

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Chair

Rune Rinnan

[e-mail]

This information is considered to be inside information pursuant to the Euronext NOTC Continuing Obligations.

IMPORTANT NOTICE:

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Manager or its affiliates or its directors, officers, employees, advisors or agents do not accept any responsibility or liability whatsoever for, and does not make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the CondAlign .

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors, except for the subsequent repair offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the subsequent repair offering, the prospectus.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is

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available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

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