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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
Reference is made to the inventory change launch by SeaBird Exploration PLC (“SeaBird” or the “Company”) on 28 July 2022 relating to the intention to hold out a personal placement (the “Private Placement”) of latest shares within the Company.
The Company is happy to announce that the Private Placement has been successfully positioned, and that it has allotted subscriptions for 26,699,600 supply shares (the “Offer Shares”) at a subscription worth per share of NOK 3 (the “Offer Price”), elevating approx. NOK 80 million in gross proceeds. The placement attracted broad curiosity from present and new shareholders. Completion of the Private Placement and the issuance of the brand new shares had been resolved by the Company’s Board of Directors (the “Board”) pursuant to an authorisation to waive pre-emption rights given by the Company’s shareholder assembly.
Notification of allocation, together with settlement directions are anticipated to be distributed by the Managers on or about 29 July 2022, with settlement on or about 2 August 2022.
The new shares will likely be delivered below separate ISIN and won’t be tradable on Oslo Børs till the approval of an inventory prospectus. The Offer Shares will likely be transferred to the Company’s abnormal ISIN and listed upon approval of an inventory prospectus. The new shares will likely be registered on the Euronext NOTC within the interim interval, anticipated inside the week beginning 1 August 2022.
The following allocation have been given to major insiders within the Company on the similar phrases as different buyers:
* Executive Chairman of the Board Ståle Rodahl, by his wholly owned firm Storfjell AS, has been allotted 1,333,300 shares. Following the transaction, he’ll personal 3,255,775 shares within the Company representing 4,1% of the issued share capital after completion of the Private Placement.
* Director Øivind Dahl-Stamnes has been allotted 20,000 shares. Following the transaction, he’ll personal 63,200 shares within the Company representing 0.1 % of the issued share capital after completion of the Private Placement.
The Board of Directors has resolved to hold out a subsequent providing of as much as 2,000,000 shares elevating proceeds of as much as NOK 6,000,000 on the Offer Price to its present shareholders as of shut of buying and selling 28 July 2022, as subsequently recorded within the VPS on 1 August 2022, who weren’t allotted shares within the Private Placement and who will not be resident in a jurisdiction the place such providing can be illegal, or would (in jurisdictions aside from Norway) require any prospectus submitting, registration or related motion. Such shareholders will likely be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allotted new shares.
The Board, along with the Company’s administration and the Manager, has thought of numerous transaction options to safe new financing. Based on an total evaluation, contemplating inter alia the necessity for funding, execution danger and potential options, the Board has on the premise of cautious issues determined that the Private Placement is the choice that greatest protects the Company’s and the shareholders’ joint pursuits. Thus, the waiver of the preferential rights inherent in a share capital enhance by issuance of latest shares is taken into account needed.
Fearnley Securities AS acted as Manager for the Private Placement.
For additional data, please contact:
This data is taken into account to be inside data pursuant to the EU Market Abuse Regulation. This inventory change announcement was revealed by Erik von Krogh, CFO of Green Energy Group (SeaBird Exploration PLC), on 28 July 2022 at 23.20 CET.
For further data, please contact: Finn Atle Hamre, CFO, +47 928 35 991.
This data is taken into account to be inside data pursuant to the EU Market Abuse Regulation and is topic to the disclosure necessities pursuant to Section 5-12 the Norwegian Securities Trading Act. Important data: The launch just isn’t for publication or distribution, in entire or partially immediately or not directly, in or into Australia, Canada, Japan or the United States (together with its territories and possessions, any state of the United States and the District of Columbia). This launch is an announcement issued pursuant to authorized data obligations, and is topic of the disclosure necessities pursuant to part 5-12 of the Norwegian Securities Trading Act. It is issued for data functions solely, and doesn’t represent or type a part of any supply or solicitation to buy or subscribe for securities, within the United States or in another jurisdiction. The securities talked about herein haven’t been, and won’t be, registered below the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities is probably not provided or offered within the United States besides pursuant to an exemption from the registration necessities of the US Securities Act. The Company doesn’t intend to register any portion of the providing of the securities within the United States or to conduct a public providing of the securities within the United States. Copies of this announcement will not be being made and is probably not distributed or despatched into Australia, Canada, Japan or the United States.
The concern, subscription or buy of shares within the Company is topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither the Company nor the Manager assume any duty within the occasion there’s a violation by any individual of such restrictions.
The distribution of this launch might in sure jurisdictions be restricted by legislation. Persons into whose possession this launch comes ought to inform themselves about and observe any such restrictions. Any failure to adjust to these restrictions might represent a violation of the securities legal guidelines of any such jurisdiction.
The Manager is appearing for the Company and nobody else in reference to the Private Placement and won’t be accountable to anybody aside from the Company offering the protections afforded to their respective purchasers or for offering recommendation in relation to the Private Placement and/or another matter referred to on this launch.
Forward-looking statements: This launch and any supplies distributed in reference to this launch might include sure forward-looking statements. By their nature, forward-looking statements contain danger and uncertainty as a result of they replicate the Company’s present expectations and assumptions as to future occasions and circumstances that will not show correct. A lot of materials elements may trigger precise outcomes and developments to vary materially from these expressed or implied by these forward-looking statements.