NEWS

Agreement with HitecVision on recommended voluntary cash offer to the shareholders of Vow Green Metals AS – termination of Obligo transaction

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND AND SOUTH AFRICA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Vow Green Metals AS (the “Company”, and together with its subsidiaries the “Group”) and Midas Industri AS (the “Offeror”), a newly incorporated Norwegian private limited liability company indirectly owned by HitecVision New Energy Fund 2 SCSp and established for the purpose of making the Offer, announce that they today have entered into a transaction agreement (the “Transaction Agreement”) for an unregulated recommended voluntary tender offer to acquire all issued and outstanding shares (the “Shares”) in the Company except for Shares owned by the Rollover Shareholders (as defined below) (the “Offer”).

A cash consideration of NOK 0.95 (the “Offer Price”) will be offered for each Share. The Offer Price represents a premium of 73% compared to the closing price yesterday and 57% compared to the 30-day VWAP.

The Offer Price represents the Offeror's best and final offer.

The board of directors of the Company (the “Board”) has unanimously resolved to recommend that the shareholders of the Company accept the Offer. The Board has, as part of the basis for its considerations, obtained a fairness opinion on the Offer from Clarksons Securities AS, who concludes that the Offer is fair from a financial point of view.

Key shareholders of the Company, including VOW ASA, R Investment Company AS, Daler Inn Limited NUF, Skøyen Invest AS, Badin Invest Limited NUF, Fondsavanse AS and all members of the Board and the executive management of the Company, representing approximately 48.67% of the Company's outstanding share capital as of the date of this announcement, have irrevocably undertaken to accept the Offer (the “Pre-Acceptances”).

In addition, Vardar AS and Skagerak Energipartner AS (together, the “Rollover Shareholders”), the Offeror and its parent company HV NEF2 Invest Epsilon II AS, have entered into an investment agreement (the “Investment Agreement”) whereby the Rollover Shareholders have agreed to transfer all their Shares to the Offeror outside of the Offer against receiving shares in the Offeror as consideration (the “Rollover”). The committed Shares under the Rollover amount to 37,573,805 Shares, representing approximately 18.53% of the Company's outstanding share capital as of the date of this announcement.

In total, 136,267,934 Shares have been committed to be transferred to the Offeror pursuant to the Investment Agreement and the Pre-Acceptances, representing approximately 67.19% of the Company’s outstanding share capital as of the date of this announcement.

”For more than a year, we have worked strategically and thoroughly to explore solutions to strengthen our position and support our long-term ambitions. In a challenging capital market, we are pleased to have reached a solution that we believe represents the best available opportunity to realize Vow Green Metals’ full potential. We are also encouraged by the strong support from key shareholders for the Offer, underlining the broad confidence in this solution”, said Cecilie Jonassen, CEO of Vow Green Metals AS.

Termination of Obligo transaction, recommendation of strategic transaction to meet capital needs

As referenced in the stock exchange announcement issued on 17 April 2025, the Company's management and Board have for more than a year, since 8 April 2024, together with its financial advisors, conducted a process with potential strategic and/or financial partners to secure funding for the Company.

On 9 April 2025, the Company announced that its cash situation had become critical with no funding beyond 14 April 2025. On 11 April 2025, the Company announced that the lending bank had agreed to an extension of a NOK 5 million credit facility until 2 June 2025, securing the Company cash runway until the end of April 2025.

On longer term funding need, the Company stated in its 11 April 2025 announcement that in addition to the capital needed to secure operations beyond April 2025, the Company expected that it would need minimum NOK 85 million to NOK 105 million in funding during the next 12 months to pay debts upon maturity, to cover agreed project costs and considering a monthly cash burn of NOK 5 million. In addition to the NOK 85-105 million, the Company will also need financing of about NOK 100 million in order to finance the next phase of the Company's Hønefoss project.

On the back of these announcements, the Company announced on 17 April 2025 the transaction agreement entered into with Obligo Nordic Climate Impact Fund AB/Obligo Investment Management AS ("Obligo") for sale of shares in VGM Operatør and the best-effort NOK 100 million funding of the Hønefoss project, which would both provide the Company with NOK 90 million in gross proceeds and, if successful, secure funding for the next phase of the Hønefoss project (the "Obligo Transaction"). A key factor for the Company when entering into the Obligo Transaction was that the NOK 90 million would give a solution to the financing needs of the Company for the next 12 months.

As announced on 2 May 2025, the Company's cash runway was shortened until September 2025, which would be extended until December 2025 as VGM’s partners in VGM Operatør undertook a share of the obligations from VGM AS towards VGM Operatør. The cash runway was reduced due to cost overruns in the Hønefoss project coupled with a restricted cash obligation of NOK 35 million by DNB Bank ASA and Eksfin, as lender and guarantor under VGM Operatør's NOK 344 million facility. Further to the announcement, the completion of Phase 1 of its Hønefoss project will be delayed and most likely not become in operation until the first quarter of 2026. Consequently, the Company’s condition has materially worsened.

As part of the strategic review, the Company’s largest shareholders have provided guarantees for short term financing. However, they have not been willing or able to inject further equity or debt financing upon request of capital from the Company and it has therefore not been possible for the Company to raise adequate long-term financing from its existing shareholders. On this basis, after discussions with its financial advisor Pareto Securities, the Company considered there to be a high risk that the required near-term funding of the Company would need to be done at large discounts compared to prevailing share prices.

The Company's largest shareholders and the Company have had discussions with HitecVision regarding a potential transaction before signing with Obligo. After the announcement of the Obligo Transaction and the 2 May 2025 announcement, the largest shareholders continued discussions with HitecVision regarding a potential transaction, which materialised in an offer from HitecVision. In the context of clear indications from its largest shareholders, emphasizing the uncertainties regarding the short-term liquidity needs of the Company and that the offer represents an exit opportunity for existing shareholders at significant premium levels compared to prevailing share prices, the Board decided to entertain the offer.

Following a constructive dialogue, and the aforementioned uncertainties, VGM and Obligo reached an agreement for termination of the share purchase agreement of 17 April 2025 and related agreements with VGM covering transaction related costs amounting to a total sum of NOK 22.5 million in cash. In order to finance these costs, VGM has agreed on a convertible loan from Vow ASA as the Company's largest shareholder maturing on 20 August 2025 with a right for VGM to convert the loan to shares at NOK 0.40 per share if the Offer does not materialize. Vow ASA has further agreed to accept an offer price for its Shares in the Offer of NOK 0.70. Shareholders representing 67.19% of the Shares in VGM has undertaken to vote in favour of issuance of the convertible loan in a general meeting.

In connection with the Offer, the Company has secured liquidity cash runway until 1 August 2025 through extension of the Company's existing credit facilities with SpareBank 1 Sør-Norge ASA (NOK 5 million) and DNB Bank ASA (NOK 15 million), guaranteed by Vardar AS, R Investment Company AS and VOW ASA, in addition to a NOK 10 million loan from DNB Bank ASA guaranteed by VOW ASA. DNB Bank ASA and Eksfin, as lender and guarantor under VGM Operatør's NOK 344 million facility, have also withdrawn the NOK 35 million restricted cash obligation that was referred to in the Company's 2 May 2025 stock exchange announcement, subject to completion of the Offer.

Reiten & Co AS has since 2023 been mandated to assist the Company in securing funding and pursuing strategic partnerships and investors, under which Reiten & Co will be entitled to NOK 9.65 million subject to and upon completion of the Offer. Following completion, the mandate will be terminated. The board member Line Tønnessen resigned from the Board to ensure that the Board could form a quorum.

If the condition for acceptance of 90% of the Offer is not met or waived by the Offeror by the end of the offer period, the Board will have to consider alternative options to provide the Company with a sustainable financing solution. The Board will in that case closely monitor the liquidity situation and, inter alia, consider alternatives, which would likely be a rights issue or, alternatively, to carry out an equity raise in accordance with existing authorisation granted to the Board or subject to an extraordinary general meeting, with a likely discount. Other options may be a potential sale of assets, including a majority stake in the Company's subsidiary VGM Operatør AS which owns the Hønefoss project, a full liquidation of the Company or a combination of the above. Based on foreseeable market conditions, the financial situation of the Company and lack of support for further equity from the Company’s main shareholders, the Board supported by its financial advisor does not currently deem an equity raise as a viable solution.

Key terms of the Offer

The formal and complete details of the Offer, including all terms and conditions, will be contained in an offer document for the Offer (the “Offer Document”) to be published by the Offeror in connection with start of the acceptance period of the Offer. The Offer may only be accepted on the basis of the Offer Document, which is expected to be published on 19 May 2025 with an initial acceptance period of four weeks (subject to extensions by the Offeror).

The launch of the Offer is subject to customary conditions being satisfied, including being that the Pre-Acceptances remain valid and in full force, that no Material Adverse Change (as defined in the Transaction Agreement) has occurred, that the Company in all material respects has complied with its obligations under the Transaction Agreement, that the business of Company has been run in the ordinary course in all material respects, and that the Board's recommendation of the Offer is not withdrawn or amended, in each case as further detailed in the Transaction Agreement.

The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.

Offer Price

The Company's shareholders will be offered NOK 0.95 per Share in cash. The total value of the Offer is approximately NOK 192 million, based on the number of issued and outstanding Shares as at the date of this announcement, not including the lower offer price payable to Vow ASA as separately agreed.

The Offer Price represents the Offeror's best and final offer.

Pre-acceptances

VOW ASA, R Investment Company, Daler Inn Limited NUF, Skøyen Invest AS, Badin Invest Limited NUF, Fondsavanse AS and all members of the Board and the executive management of the Company, representing approximately 48.67% of the Company’s outstanding share capital as of the date of this announcement, have entered into separate Pre-Acceptances, whereby they irrevocably have undertaken to tender their shares into the Offer. As part of the Pre-Acceptances, the pre-accepting shareholders have undertaken not to solicit or accept alternative offers for the Shares (or similar transactions), capital injections or investments in the Company or any other Group company. The Pre-Acceptances are binding and irrevocable.

In total, including Rollover Shareholders, 136,267,934 Shares have been committed to be transferred to the Offeror pursuant to the Investment Agreement and the Pre-Acceptances, representing approximately 67.19% of the Company’s outstanding share capital as of the date of this announcement.

Conditions for completion of the Offer

As will be further detailed and specified in the Offer Document, completion of the Offer will be subject to the following conditions being satisfied or waived in whole or in part by the Offeror:

• shareholders of the Company representing (when taken together with any shares acquired by the Offeror other than through the Offer) more than 90% of the issued and outstanding share capital and voting rights of Company on a fully diluted basis (as defined in the Offer Document) having validly accepted the Offer;
• the Board shall not have amended or withdrawn its unanimous recommendation of the Offer;
• the Company shall conduct its business in the ordinary course of business in all material respects;
• no court or governmental or regulatory authority of any competent jurisdiction shall have taken any form of legal action that will restrain or prohibit the consummation of the Offer;
• no Material Adverse Change (as defined in the Offer Document) shall have occurred between the date of the Transaction Agreement and until settlement of the Offer;
• the Rollover is completed in accordance with the terms of the Investment Agreement; and
• no material breach by the Company of the Transaction Agreement shall have occurred, and that the Company has not terminated or attempted to terminate the Transaction Agreement.

Barring unforeseen circumstances or extensions of the acceptance period of the Offer, it is currently expected that the Offer will be completed during the second quarter or July of 2025, following satisfaction or waiver of all conditions for the Offer.

Compulsory acquisition and delisting from Euronext Growth Oslo

If, as a result of the Offer or otherwise, the Offeror acquires and holds, alone and not calculated together with any other parties, Shares representing 90% or more of the total issued Shares and voting rights in the Company, then the Offeror intends to initiate a compulsory redemption (squeeze-out) of the remaining Shares not already owned by the Offeror.

Also, if, as a result of the Offer or otherwise, the Offeror holds a sufficient majority of the Shares, the Offeror intends to propose to the general meeting of the Company that an application is filed with the Oslo Stock Exchange for the delisting of the Shares from Euronext Growth Oslo.

Transaction Agreement

Under the Transaction Agreement, the Board has agreed to not amend, modify or withdraw its recommendation of the Offer, unless an unsolicited bona fide superior competing offer from a third party is made, and the Board determines (acting reasonably and in good faith and after consultation with its financial advisors and outside legal counsel), that the superior competing offer is more favourable to the Company's shareholders, and the Offeror has not matched such superior competing offer within a period of up to seven business days from the date the notice of the superior competing offer was given by the Company to the Offeror. Pursuant to the Transaction Agreement, the Company has undertaken not to solicit alternative offers for the Shares (or similar transactions), capital injections or investments in the Company or any other Group company or otherwise taken any action that may frustrate the Offer.

Under the Transaction Agreement, the Board has also accepted certain undertakings and covenants to the Offeror until the Offer is completed, lapses or is withdrawn.

If the Transaction Agreement is terminated by either the Offeror or the Company because the Board has amended, modified, or withdrawn its recommendation of the Offer, or by the Offeror upon a material breach of the Transaction Agreement by the Company, the Company is obliged to pay NOK 10 million to the Offeror as compensation for the costs it has incurred in preparing the Offer.

Advisors

Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while SpareBank 1 Markets AS is acting as receiving agent for the Offeror. Advokatfirmaet Wiersholm AS is acting as legal advisor for the Company, while Pareto Securities AS is acting as its financial advisor. Wikborg Rein Advokatfirma AS is acting as legal advisor for Vow ASA, while DNB Carnegie is acting as its financial advisor.

For further information, please contact:

Cecilie Jonassen, CEO, Vow Green Metals AS, + 47 901 15 375, cecilie.jonassen@vowgreenmetals.com

Jan Halvard Aas Møller, CFO, Vow Green Metals AS, + 47 901 15 375, jan.moller@vowgreenmetals.com

About Vow Green Metals Vow Green Metals’ strategy is to be a leading producer of biocarbon and other carbon-neutral products that enable the green transition in hard-to-abate industries. We are on a mission to accelerate the world’s transition to renewable materials by offering green alternatives to replace fossil-reduction agents in the metallurgical industry. The core of our business is to build, own and operate biocarbon production plants using state-of-the-art pyrolysis technology to turn biomass and biomass waste streams into our core product, biocarbon. Our biocarbon production process also creates other valuable products like bio-oil and bioenergy. With our standardized solutions, unique access to proprietary technology, and a growing global pipeline of projects, we are upholding our first-mover position in a growing market where speed and scale will be determining factors. Vow Green Metals is building a new biocarbon industry on the shoulders of its largest shareholder and technology partner, Vow ASA, which provides access to competence and capabilities acquired through decades of industrial innovation. Read more: www.vowgreenmetals.com

About the Offeror and HitecVision The Offeror, Midas Industri AS, is a Norwegian private limited liability company with registration no. 935 113 067. The Offeror is a newly established acquisition vehicle for the purpose of the Offer, owned by HV NEF2 Invest Epsilon II AS, which in turn is indirectly owned by HitecVision New Energy Fund 2 SCSp, a fund managed by HitecVision Advisory AS acting as alternative investment fund manager.

HitecVision is a Norwegian private equity firm and a leading provider of institutional capital to Europe’s energy industry. For almost four decades, HitecVision has been investing in the energy sector, starting out in the oil and gas industry before turning to the current focus on decarbonisation and energy transition. It has about EUR 9 billion in capital under management, and is headquartered in Stavanger, with offices and investment professionals in Oslo, London, and Milan. Its 65-person team focuses on developing profitable and sustainable companies, working closely with our management teams and boards

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Important notice The terms and conditions of the Offer will be governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Offer will not be subject to the take-over regime as stipulated by the Norwegian Securities Trading Act chapter 6 as the Shares of the Company are not admitted to trading on a regulated market. The Offer is not a public takeover offer within the meaning of the Norwegian takeover regime as stipulated by the Norwegian Securities Trading Act chapter 6. The Offer Document will not be reviewed or approved by the Norwegian FSA, Oslo Børs or any other regulatory authority or stock exchange. The Offer may only be accepted pursuant to the terms and procedures set out in the Offer Document, which will set out the complete terms and conditions of the Offer, including procedures for accepting the Offer.

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation Australia, Canada Hong Kong, Japan, New Zealand and South Africa, or any other jurisdiction in which it would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. Persons into who access this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information to be provided in the Offer Document. The Offer will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other information published by the Offeror may contain certain statements about the Company, the Offeror and their respective affiliates and businesses as well as the timing and procedures relating to the Offer and potential amendments to the Offer that are or may be forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Offeror’s control and all of which are based on the Offeror’s current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “intends”, “estimates”, “plans”, “assumes” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Examples of forward-looking statements include, among others, statements regarding the Company’s or the Offeror’s future financial position, income growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither the Company, the Offeror, the Rollover Shareholders, nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Any forward-looking statements made herein speak only as of the date they are made. The Company, the Offeror and the Rollover Shareholders disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per share.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

Holders of Shares in the United States (“U.S. Holders”) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.

The Offer will be made for the issued and outstanding shares of the Company, a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which may be different from those of the United States. The Offer will be made U.S. Holders as a "Tier I" tender offer under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to U.S. domestic tender offers.

The Offer will be made to U.S. Holders on the same terms and conditions as those made to all other holders of Shares to whom the Offer is made. Any information document, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.