NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 2 March 2026: Otovo ASA (the "Company" or "Otovo") hereby announces a
contemplated private placement to raise gross proceeds of the NOK equivalent of
between USD 15 to 20 million (the "Private Placement") by issuance of new shares
in the Company (the "Offer Shares"). The Company has engaged Arctic Securities
AS as sole manager and bookrunner (the "Manager") and Roth Capital Partners, LLC
as financial advisor for the Private Placement.
The net proceeds from the Private Placement will be used to fund (i) the
contemplated acquisition of all shares in Energyaid Inc. (the "Energy Aid
Transaction"), as announced by the Company today, (ii) a major OEM partnership,
(iii) cost of a potential dual listing in the US, and (iv) general corporate
purposes. In the event that the Energy Aid Transaction is not completed, for any
reason, following completion of the Private Placement, the net proceeds from the
Private Placement allocated for this transaction may be applied towards general
corporate purposes.
An updated company presentation is available at the Company's website.
TIMELINE AND DETAILED TERMS OF THE PRIVATE PLACEMENT
The bookbuilding period for the Private Placement commences today, on 2 March
2026 at 16:30 hours (CET) and will end on 3 March 2026 at 08:00 hours (CET) (the
"Bookbuilding Period"). The Company reserves the right, after consultation with
the Manager, to at any time and in its sole discretion to close or extend the
Bookbuilding Period or to cancel the Private Placement in its entirety for any
reason and without notice. If the Bookbuilding Period is shortened or extended,
the other dates referred to herein may be changed correspondingly.
The subscription price per Offer Share (the "Offer Price") will be determined by
the Board of Directors in consultation with the Manager following the
Bookbuilding Period.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application amount has been set to the NOK equivalent
of EUR 100,000. The Company may, however, at its sole discretion, allocate
amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from
the prospectus requirements in accordance with applicable regulations, including
the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017) and ancillary regulations, as
implemented pursuant to the Norwegian Securities Trading Act, are available.
The final number and allocation of Offer Shares to be issued will be determined
by the Board of Directors in consultation with the Manager following the
Bookbuilding Period. The Private Placement will be divided into two tranches
with one tranche consisting of 11,070,520 Offer Shares, equal to the number of
shares that may be issued pursuant to the authorization to issue new shares (the
"Board Authorization") granted by the extraordinary general meeting of the
Company held on 5 December 2025 ("Tranche 1"), and a second tranche consisting
of such number of Offer Shares as is necessary to ensure that the total number
of Offer Shares equals the final offer size ("Tranche 2" and together with
Tranche 1, the "Tranches"). Tranche 2 will furthermore be split in two
sub-tranches