NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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.

Oslo, 29 January 2026: Reference is made to the stock exchange announcement published by Capsol Technologies ASA ("Capsol" or "Company") on 27 January 2026 regarding a contemplated private placement (the "Private Placement") of new shares in the Company.

The Company is pleased to announce that the Private Placement was fully subscribed at the subscription price of NOK 5.20 per share (the "Subscription Price"), raising gross proceeds of approx. NOK 45 million through the allocation of 8,653,846 shares (the "Offer Shares").  

Pareto Securities AS acted as manager in the Private Placement (the "Manager").

The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including the continued development, enhancement and commercialization of the Company's proprietary technology, working capital, debt repayment, and liquidity management necessary to support the Company's operations.

Holcim Technology Ltd. ("Holcim"), a subsidiary of Holcim AG, had pre-committed, and has been allocated, Offer Shares for a total amount of approx. NOK 30 million at the Offer Price in the Private Placement.

Additionally, the following primary insiders in the Company have subscribed for, and been allocated shares in the Private Placement, at the Subscription Price:

  • Wendy Lam (CEO): 134,615 shares
  • Bjørn Kristian Røed (CFO): 115,384 shares
  • Johan Jungholm (Chief Business Development Officer): 96,153 shares
  • Sam Thivolle (COO): 96,153 shares
  • Philipp Staggat (CPO): 23,076 shares
  • Jacob Zeno Clausen Krøvel (SVP Investment and Strategy): 96,153 shares

Please see attached primary insider notification forms pursuant to article 19 of the EU Market Abuse Regulation.

Notifications of allocation of Offer Shares are expected to be issued on or about 30 January 2026 before 09:00 CET by the Manager.

The Offer Shares will be issued based on the existing board authorisation to issue new shares granted by the Company's annual general meeting held on 21 May 2025.

Completion of the Private Placement is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, (ii) the pre-payment agreement between the Company and the Manager remaining in full force and effect and Holcim (not covered by the pre-payment agreement) paying its full allocation amount on 30 January 2026, and (iii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises (the "NRBE") and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo ("VPS") (jointly referred to as the "Conditions").

Settlement of the Offer Shares is expected to take place by delivery of Offer Shares to the applicant's account in the VPS on a DVP basis on or about 4 February 2026, subject to timely payment and fulfilment of the Conditions. Delivery of the Offer Shares allocated in the Private Placement will be settled on a delivery-versus-payment (DVP) basis, facilitated by a pre-payment agreement between the Company and the Manager. Offer Shares allocated to Holcim shall be paid on 30 January 2026 and delivered when the Conditions are fulfilled (expected on or about 4 February 2026) and therefore not be part of the DVP and pre-payment arrangement.

The first day of trading on Euronext Oslo Børs for the Offer Shares is expected on or about 3 February 2026, subject to registration of the share capital increase in the NRBE and VPS. The Company will announce when such registrations has taken place.

Following completion of the share capital increase pertaining to the Private Placement, the Company will have a share capital of NOK 37,332,066.50 divided into 74,664,133 shares, each with a nominal value of NOK 0.50.

Equal treatment

The Private Placement entails a deviation of existing shareholders' preferential rights to subscribe new shares in the Company. The Board of Directors has considered the equal treatment obligations under relevant acts and regulations. The Board of Directors is of the opinion that the Private Placement is in compliance with these requirements and that it is in the best interest of the Company and its shareholders to raise equity through the Private Placement. By structuring the equity raise as a private placement, the Company was able to efficiently raise capital in an efficient manner without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. It has further been taken into consideration that the Private Placement is based on a publicly announced bookbuilding process and the repair offering described below. The Private Placement structure also enables Holcim to enter as a new strategic investor in the Company.

Subject to (among other things) (i) completion of the Private Placement (ii) the necessary corporate approvals, (iii) the preparation, approval and publication of a prospectus, and (iv) the prevailing market price of the Company's shares following the Private Placement, the Board intends to carry out a subsequent repair offering of up to 3,500,000 new shares to be issued by the Company at the Offer Price, raising gross proceeds of up to NOK 18.2 million (the "Subsequent Offering") which, subject to applicable securities law, will be directed towards shareholders in the Company as of 29 January 2026 (as registered in the VPS two trading days thereafter), who (i) hold less than 4% of the current shares outstanding in the Company, (ii) were not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable subscription rights. Over-subscription with subscription rights is expected not to be allowed. Subscription without subscription rights is expected not be allowed. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the prospectus, currently expected during March/April 2026. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. The Company reserves the right in its sole discretion not to conduct or to cancel the Subsequent Offering based on market conditions and other relevant factors.

Advisors

Pareto Securities AS is acting as manager in the Private Placement.

Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection with the Private Placement.

Contacts

For further information, please contact:

Jacob Zeno Clausen Krøvel,

SVP Investment and Strategy, Capsol Technologies,

+47 48 40 32 25

jacob.krovel@capsoltechnologies.com

About Capsol Technologies

Capsol Technologies ASA is a carbon capture technology provider with a goal of accelerating the transition to a net zero future. The technology combines inherent heat recovery and generation in a stand-alone unit based on a proven and safe solvent. Capsol's technology is licensed either directly to customers or through industrial partners globally. Key segments include cement, biomass, energy-from-waste and gas turbines. Capsol Technologies is listed on Euronext Oslo Børs (ticker: CAPSL). For more information visit capsoltechnologies.com.

This information is considered to include inside information pursuant article 7 of the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to article 19 of the EU Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Jacob Zeno Clausen Krøvel, SVP Investment and Strategy in Capsol Technologies ASA, on 29 January 2026, at 23:15

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and 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.

The securities referred to in this announcement have not been and will not be registered under the US 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 and "major U.S. institutional investors" as defined in Rule 15a-6 under the United States Exchange Act of 1934.

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 (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 available only for 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.

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", "expect", "anticipate", "strategy", "intends", "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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

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 in the Company.

 

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