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    CARBN   NO0010778095

CARBON TRANSITION ASA

(CARBN)
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Axxis Geo : Approval and publication of prospectus

06/16/2021 | 10:37am EST
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 SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

Reference is made to the stock exchange announcements by Axxis Geo Solutions ASA
(the "Company") on 30 April 2021 and 3 May 2021 regarding the private placement
raising gross proceeds of approximately NOK 144.5 million (the "Private
Placement") and a potential subsequent offering of up to 200,000,000 new shares
in the Company (the "Subsequent Offering"). Reference is further made to
previous stock exchange announcements by the Company regarding the conversion of
debt as part of the reconstruction of the Company (the "Debt Conversion").   

The Financial Supervisory Authority of Norway has approved a prospectus dated 16
June 2021 (the "Prospectus") prepared in connection with (i) the listing of
1,445,000,000 new shares in the Company issued in connection with the Private
Placement; (ii) the listing of 424,399,458 new shares in the Company issued in
connection with the Debt Conversion; and (iii) the Subsequent Offering and
listing of up to 200,000,000 offer shares. 

The Prospectus will be available on the following websites: www.axxisgeo.com,
www.sb1markets.no/  and www.abgsc.no. The new shares issued in connection with
the Private Placement and Debt Conversion will be transferred to the Company's
ordinary ISIN and be listed and tradeable on Euronext Expand Oslo from 17 June
2021. 

Launch of the Subsequent Offering is conditional on approval by the annual
general meeting of the Company to be held on 23 June 2021. Subject to such
approval being granted, and subject to the Subsequent Offering not being
cancelled by the Board of Directors due to prevailing market conditions, the
subscription period in the Subsequent Offering will commence on 24 June 2021 at
12:00 (CET) and end on 8 July 2021 at 16:30 (CET) (the "Subscription Period").
Further information regarding the Subsequent Offering will be published in a
separate stock exchange announcement before commencement of the Subscription
Period. 

ABG Sundal Collier ASA and Sparebank 1 Markets AS are acting as managers and
joint bookrunners in the Subsequent Offering (the "Managers"). 

Contacts
Ronny Bøhn, CEO
Ronny.Bohn@axxisgeo.com 
+47 905 58 517

Nils Haugestad, CFO
Nils.Haugestad@axxisgeo.com 
+47 977 04 439

About AGS
Axxis Geo Solutions (Axxis) is a pure-play ocean bottom node seismic company
uniquely positioned to pursue both contract and multi-client seismic. Axxis
specializes on delivering tailored seismic solutions and flexible project
management and execution to oil and gas companies world-wide. Its operations are
based on a scalable asset-light setup through chartering of vessels and nodes to
complete seismic surveys. 
Axxis is listed on EURONEXT EXPAND OSLO and traded under the ticker Axxis.
More information on www.axxisgeo.com

Important information: 
This announcement is not an offer to sell or a solicitation of an offer to
purchase or subscribe for shares in the Company. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement may not be distributed or sent into
any jurisdiction in which such distribution would be unlawful or would require
registration or other measures. Persons into whose possession this announcement
or such other information should come are required to inform themselves about
and to observe any such restrictions. In particular, this announcement is not
for publication or distribution in, directly or indirectly, Australia, Canada,
Japan or the United States.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act. 

Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement and any materials distributed in connection with this
announcement 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 such forward-looking statements. 

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange

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Financials (USD)
Sales 2020 92,8 M - -
Net income 2020 -3,13 M - -
Net Debt 2020 28,1 M - -
P/E ratio 2020 -11,5x
Yield 2020 -
Capitalization 323 M 35,8 M -
EV / Sales 2019 0,13x
EV / Sales 2020 0,35x
Nbr of Employees 10
Free-Float 87,1%
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Managers and Directors
Ronny B°hn Chief Executive Officer
Nils Christian Haugestad Chief Financial Officer
Bjorn Gisle Gronlie Chairman
Rick Dunlop Executive Vice President-Operations
Njňl SŠvik Director