Quantafuel ASA | Contemplated Private Placement

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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Quantafuel ASA ("Quantafuel" or the "Company") has engaged ABG Sundal Collier
ASA ("ABGSC"), Pareto Securities AS ("Pareto") as joint lead managers and joint
bookrunners and Danske Bank, Norwegian Branch as co-manager (together, the
"Managers") to advise on and effect a contemplated private placement of new
ordinary shares in the Company (the "Offer Shares"), corresponding to around 10%
of the current outstanding shares in the Company (the "Private Placement"). The
subscription price per Offer Share in the Private Placement (the "Subscription
Price") will be set by the Company's board of directors (the "Board") on the
basis of an accelerated book-building process conducted by the Managers.

The Company will use the net proceeds from the Private Placement for additional
growth projects. The announced investment in the Esbjerg sorting plant will
consume the majority of the proceeds (in accordance with the presentation dated
12 January 2022). In addition, the Company is expected to use a portion of the
proceeds for initial investments in the plastic-to-liquid plants in Dubai and
UK, as well as for general corporate purposes.

The ramp-up of production at the Skive plant continues to progress, and two of
four lines have operated at design capacity proving that the last remaining
identified process challenges have been resolved. The production lines also
delivered the oil yield and quality expected indicating the chemical process is
functioning according to plan. The plant has limited redundancy, so the Company
still need to stabilize operation and produce for a longer time-period to
deliver on its plan for Proof-of-Concept. Last week (the w/c 17 January 2022),
the Company converted more than 100 MT of waste plastic to valuable product, and
the Company's opinion is that they are well on track to reach the 12,000 MT
target for the full year 2022. The forecasted CAPEX of NOK 610 million remains
unchanged.

The application period in the Private Placement will commence today, 27 January
2022 at 16:30 CET and close on 28 January 2022 at 08:00 CET. The Managers and
the Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.

KIRKBI Invest A/S, a shareholder owning approx. 9.3% of the Company and
represented on the board of directors, have, subject to certain conditions,
committed to subscribe for Offer Shares for NOK 100 million in the Private
Placement. Furthermore, primary insider Lars Rosenløv (CEO) has indicated that
he will subscribe for Offer Shares for NOK 0.5 million in the Private Placement.
Both KIRKBI Invest A/S and the members of the Board and the Company's management
have agreed to customary 90-day lock up periods following the completion of the
Private Placement.

The Company has entered into a lock-up agreement with the Managers that will
restrict, subject to certain exceptions, their ability to, without the prior
written consent of the Managers, issue shares for a period of 180 days following
completion of the Private Placement.

The Private Placement will be directed towards selected Norwegian and
international investors that are not U.S. persons (as defined in Regulation S
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"))
outside the United States in reliance on Regulation S under the U.S. Securities
Act, subject to an exemption being available from prospectus requirements and
any other filing or registration requirements in the applicable jurisdictions
and subject to other selling restrictions. The minimum application and
allocation amount has been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.

Allocation of Offer Shares will be determined at the end of the application
period by the Board in consultation with the Managers, at its sole discretion.
The Company may focus on allocation criteria such as (but not limited to)
existing ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, investment history, perceived
investor quality and investment horizon.

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions being validly made by the Company, including without limitation, the
Board resolving to consummate the Private Placement and issue the Offer Shares
pursuant to a board authorisation granted by the Company's annual general
meeting on 28 May 2021 (the "Authorisation"), and (ii) registration in the
Norwegian Register of Business Enterprises of the share capital increase
pertaining to the Offer Shares, and (iii) the Offer Shares being issued in VPS
(jointly, the "Conditions"). There can be no assurance that these Conditions
will be satisfied. If the Conditions are not satisfied, the offering may be
revoked or suspended without any compensation to applicants.

Subject to satisfaction of the Conditions, settlement of the Private Placement
will be carried out by the Managers and is expected to take place on or about 1
February 2022 on a delivery versus payment basis following the registration of
the new share capital in the Norwegian Registry of Business Enterprises and the
issuance of the new shares in VPS. The delivery-versus-payment settlement in the
Private Placement is facilitated by a pre-funding agreement between the Company,
ABGSC and Pareto.

The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to completion. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation.

The Board has considered the structure of the contemplated Private Placement in
light of the equal treatment obligations under the Norwegian Public Limited
Companies Act and section 3.1 of the Euronext Growth Rule Book Part II and Oslo
Børs' Circular no. 2/2014. The Company is of the view that is in the common
interest of the Company and its shareholders to raise equity through the Private
Placement. The existing shareholders preferential rights to subscribe for new
shares will be deviated from (as catered for by the Authorisation). By
structuring the equity raise as a private placement, the Company is expected to
raise equity efficiently, with a lower discount to the current trading price, at
a lower cost and with a significantly lower risk compared to a rights issue. It
has also been taken into consideration that the Private Placement is based on a
publicly announced accelerated bookbuilding process. As the Private Placement is
structured to ensure that a market based subscription price is achieved, it is
currently not planned to conduct a subsequent share issue directed towards
shareholders not participating in the Private Placement.

Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company and
Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers in the
Private Placement.

For further queries, please contact: 

Lars Rosenløv, CEO [phone] 
Kristian Flaten, CFO [phone] 

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. 

This stock exchange announcement was published by Kristian Flaten, CFO, on 27
January 2022 at 16:30 CET.

About Quantafuel | https://quantafuel.com  
Quantafuel is a technology-based energy company converting waste plastics back
into low-carbon synthetic oil products replacing virgin oil products. Quantafuel
is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants
and plans to establish several plants throughout Europe and beyond.


IMPORTANT NOTICE

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.

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. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will
not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations 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", "aims", "expect",
"anticipate", "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.
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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

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