NEWS

The board of directors (the "Board") of Vow Green Metals AS ("VGM" or the "Company") is pleased to announce that it has entered into a transaction agreement with Obligo Nordic Climate Impact Fund AB ("ONCIF"), managed by Obligo Investment Management AS (“Obligo”) regarding a sale of shares in VGM Operatør Holding AS, and an agreement with Obligo to fund the Hønefoss Project on a best-effort basis through an exclusivity with Obligo until 30 June 2025. The transaction is in line with VGM’s communicated strategy of establishing biocarbon facilities together with Infrastructure and Industrial partners, and financing through obtaining development revenue from the sale of projects.

The transaction includes a sale of 2,143 shares (the "Shares") in the Company's subsidiary VGM Operatør Holding AS ("VGM Operatør") to ONCIF at a price of NOK 42,000 per share, resulting in gross proceeds of NOK 90 million to the Company (the "Transaction"). In connection with the Transaction, Obligo has undertaken, on a best-effort basis, to facilitate for a NOK 100 million capital raise in VGM Operatør on the same terms as the Transaction (the "Share Issue"). The Parties have agreed that Obligo will have an exclusive right to facilitate for the Share Issue until 30 June 2025.

Obligo indicates a strong interest and ability to continue to support and build partnerships with VGM on future Biocarbon Facilities (“SPV’s”) by utilizing their extensive network and interest from infrastructure capital partners. Established through a “first-right of refusal” on future SPV’s.

VGM Operatør, a 67 percent owned subsidiary of VGM, was established in July 2024, to hold all assets, rights and obligations related to the large-scale biocarbon production facility at Hønefoss, Norway. Following the conclusion of the Transaction, the Company will hold 19.3% of the shares in VGM Operatør. The remaining shares will be held by Vardar AS (33.0%). If the Share Issue is completed on the same terms the shareholding of the Company in VGM Operatør will be 10.2%.

The proceeds to the Company from the Transaction will be used (i) to settle short-term debt of approximately NOK 31 million and the remaining will finance general corporate purposes and transaction costs (NOK 59 million). Based on current projections, the proceeds from the Transaction are expected to fulfill the cash runway of the Company for the next twelve months, in line with the Company’s financial update 11 April 2025.

The Transaction is in line with the Company's strategy of obtaining development revenue from production facilities while the Company retains an economic interest through revenue-generating franchise and service agreements with the company owning the production facility.

“Vow Green Metals is building a new biocarbon industry and we are pleased to have Obligo joining us on this quest. In addition to the investment in the Hønefoss Project, Obligo has signaled ambitions and ability to support the company's plans to grow through establishing new Biocarbon Facilities. We are confident that this will support us with both capital and energy going forward,” said Narve Reiten, Chairman of Vow Green Metals AS.

“We have had good discussions with several parties over some time and we are pleased to announce this transaction with ONCIF. Vardar, which are a co-investor with us in VGM Operatør, also know them well from their joint investment in Carbon Centric. I believe this is a solid foundation for a similar platform structure and partnership as we scale the business,” said Cecilie Jonassen, CEO of Vow Green Metals AS.

“We are incredibly excited to announce this transaction, which is fully aligned with our mandate as a dark green impact investment. VGM Operatør is expected to be operational shortly, supported by long-term contracts with first-class industrial off-takers, providing stable and attractive cash-flows over time. This is exactly the type of opportunity ONCIF was established to pursue. We also value the strong partnership we have established with Vow Green Metals and see significant potential for future collaboration and follow-on investments. As Vow Green Metals moves forward with plans to establish additional biocarbon facilities, we are proud to serve as their preferred partner for providing long-term financing to support this growth,” said Jørgen Pleym Ulvness CEO of Obligo Group.

The Board has been actively engaged in finding a long-term solution for the Company and has explored several strategic and financial alternatives over the last months. Following these efforts, the Board believes that the Offer represents the best alternative for the Company, including after having explored whether the Company's largest shareholders will contribute with funding. This conclusion is based on inter alia: (i) the Company’s challenging financial situation as announced in the stock exchange announcement on Friday 11 April, where the Transaction represents a solution to the Company's liquidity needs for the next twelve months (ii) the Share Issue, if completed, providing necessary proceeds to VGM Operatør to finance the next phase of the Hønefoss project; and (iii) in line with the Company’s strategy and there being no direct dilution on VGM's existing shareholders.

Completion of the Transaction is subject to DNB Bank ASA and Eksfin, acting as respectively lender and guarantor under VGM Operatør's NOK 344 million facility, approving the Transaction, as well as certain other customary conditions.

Subject to fulfillment of the above condition, completion of the Transaction is expected on or about early May 2025.

For further questions, please contact: Jan Halvard Aas Møller, CFO Vow Green Metals AS Tel: + 47 901 15 375 Email: jan.moller@vowgreenmetals.com

Cecilie Jonassen, CEO Vow Green Metals AS Tel: +47 954 20 126 Email: cecilie.jonassen@vowgreenmetals.com

About Obligo Obligo Investment Management AS is a leading manager of alternative investment funds (AIFM) providing infrastructure and other alternative investment opportunities. The firm invests through funds and separate mandates, with a strong presence in the Nordic region, leveraging deep industry knowledge and an extensive network. Obligo Nordic Climate Impact Fund targets investments in projects and companies driving the green transition, with a focus on clean mobility, renewable energy, digital infrastructure, and carbon management.