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
Lysaker, 7 July 2021
Reference is made to the stock exchange announcements by Axxis Geo Solutions ASA
(the "Company") on 7 July 2021 regarding, inter alia, change of the Company's
strategy and investment in a convertible loan in Arbaflame AS.
In connection with the abovementioned developments, the Company has prepared a
supplemental prospectus (the "Supplemental Prospectus") supplementing the
prospectus dated 16 June 2021 (the "Prospectus") which was prepared and
published by the Company in connection with, inter alia, a repair offering (the
"Subsequent Offering") as previously announced.
The information included in the Supplemental Prospectus is to be considered as
an integral part of, and is to be read together with, the Prospectus.
The Supplemental Prospectus dated 7 July 2021 has been approved by the Norwegian
Financial Supervisory Authority, and will be made available today on the
following websites: www.axxisgeo.com, www.sb1markets.no and www.abgsc.no.
Applicants that have already subscribed for offer shares in the Subsequent
Offering before the time of publication of the Supplemental Prospectus have the
right to withdraw their subscriptions within two working days after the
publication of the Supplemental Prospectus. Such subscriptions may be withdrawn
before the end of 9 July 2021. Subscriptions may be withdrawn by contacting the
Manager (as defined below) with whom the subscription was made or, with respect
to investors who have subscribed for offer shares through the VPS' online
application system, by contacting either of the Managers. Investors that have
subscribed for offer shares in the Subsequent Offering before the publication of
the Supplemental Prospectus and who have not utilized the right to withdraw
their subscription within the two-day deadline described above, will be deemed
to have accepted the information and revised terms included in the Supplemental
Prospectus, and will not need to submit a new subscription.
Further information regarding the Subsequent Offering and the terms thereof, is
included in the Prospectus and the Supplemental Prospectus.
ABG Sundal Collier ASA and SpareBank 1 Markets AS are acting as managers and
joint bookrunners in the Subsequent Offering (the "Managers").
Bjørn Gisle Grønlie, Chairman
+47 917 51 194
Ronny Bøhn, CEO
+47 905 58 517
Nils Haugestad, CFO
+47 977 04 439
About Axxis Geo Solutions ASA (suggested change of name to Carbon Transition
Carbon Transition ASA ("CT") is an investment company listed on EURONEXT EXPAND
OSLO. CT has a focus towards investing in companies and technologies engaged in
the "energy transition" area, which contribute to significant reductions of
carbon emissions. CT may also invest more broadly in the "energy transition"
space. CT has a legacy OBN seismic business operating under the name Axxis Geo
Solutions, with both a node-technology seismic contract business, and a
multiclient library. This business unit is categorized as an investment, and
revenues generated from this business unit may be invested in the "energy
More information on www.axxisgeo.com
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 an 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 to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.
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