Refinitiv4 min read
VGM
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 transactionagreement with Obligo Nordic Climate Impact Fund AB ("ONCIF"), managed byObligoInvestment Management AS ("Obligo") regarding a sale of shares in VGM OperatørHolding AS, and an agreement with Obligo to fund the Hønefoss Project on abest-effort basis through an exclusivity with Obligo until 30 June 2025. Thetransaction is in line with VGM's communicated strategy of establishingbiocarbon facilities together with Infrastructure and Industrial partners, andfinancing through obtaining development revenue from the sale of projects. The transaction includes a sale of 2,143 shares (the "Shares") in theCompany'ssubsidiary VGM Operatør Holding AS ("VGM Operatør") to ONCIF at a price of NOK42,000 per share, resulting in gross proceeds of NOK 90 million to the Company(the "Transaction"). In connection with the Transaction, Obligo hasundertaken,on a best-effort basis, to facilitate for a NOK 100 million capital raise inVGMOperatør on the same terms as the Transaction (the "Share Issue"). The Partieshave agreed that Obligo will have an exclusive right to facilitate for theShareIssue until 30 June 2025. Obligo indicates a strong interest and ability to continue to support andbuildpartnerships with VGM on future Biocarbon Facilities ("SPV's") by utilizingtheir 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 July2024, to hold all assets, rights and obligations related to the large-scalebiocarbon production facility at Hønefoss, Norway. Following the conclusion ofthe Transaction, the Company will hold 19.3% of the shares in VGM Operatør.Theremaining shares will be held by Vardar AS (33.0%). If the Share Issue iscompleted on the same terms the shareholding of the Company in VGM Operatørwillbe 10.2%. The proceeds to the Company from the Transaction will be used (i) to settleshort-term debt of approximately NOK 31 million and the remaining will financegeneral corporate purposes and transaction costs (NOK 59 million). Based oncurrent projections, the proceeds from the Transaction are expected to fulfillthe cash runway of the Company for the next twelve months, in line with theCompany's financial update 11 April 2025. The Transaction is in line with the Company's strategy of obtainingdevelopmentrevenue from production facilities while the Company retains an economicinterest through revenue-generating franchise and service agreements with thecompany owning the production facility. "Vow Green Metals is building a new biocarbon industry and we are pleased tohave Obligo joining us on this quest. In addition to the investment in theHønefoss Project, Obligo has signaled ambitions and ability to support thecompany's plans to grow through establishing new Biocarbon Facilities. We areconfident that this will support us with both capital and energy goingforward,"said Narve Reiten, Chairman of Vow Green Metals AS. "We have had good discussions with several parties over some time and we arepleased to announce this transaction with ONCIF. Vardar, which are aco-investorwith us in VGM Operatør, also know them well from their joint investment inCarbon Centric. I believe this is a solid foundation for a similar platformstructure and partnership as we scale the business," said Cecilie Jonassen,CEOof Vow Green Metals AS. "We are incredibly excited to announce this transaction, which is fullyalignedwith our mandate as a dark green impact investment. VGM Operatør is expectedtobe operational shortly, supported by long-term contracts with first-classindustrial off-takers, providing stable and attractive cash-flows over time.This is exactly the type of opportunity ONCIF was established to pursue. Wealsovalue the strong partnership we have established with Vow Green Metals and seesignificant potential for future collaboration and follow-on investments. AsVowGreen Metals moves forward with plans to establish additional biocarbonfacilities, we are proud to serve as their preferred partner for providinglong-term financing to support this growth," said Jørgen Pleym Ulvness CEO ofObligo Group. The Board has been actively engaged in finding a long-term solution for theCompany and has explored several strategic and financial alternatives over thelast months. Following these efforts, the Board believes that the Offerrepresents the best alternative for the Company, including after havingexploredwhether the Company's largest shareholders will contribute with funding. Thisconclusion is based on inter alia: (i) the Company's challenging financialsituation as announced in the stock exchange announcement on Friday 11 April,where the Transaction represents a solution to the Company's liquidity needsforthe next twelve months (ii) the Share Issue, if completed, providing necessaryproceeds 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 dilutiononVGM's existing shareholders. Completion of the Transaction is subject to DNB Bank ASA and Eksfin, acting asrespectively lender and guarantor under VGM Operatør's NOK 344 millionfacility,approving the Transaction, as well as certain other customary conditions. Subject to fulfillment of the above condition, completion of the Transactionisexpected on or about early May 2025. For further questions, please contact:Jan Halvard Aas Møller, CFO Vow Green Metals AS Tel: + 4790115375 Email: jan.moller@vowgreenmetals.com Cecilie Jonassen, CEO Vow Green Metals AS Tel: +4795420126 Email: cecilie.jonassen@vowgreenmetals.com About VGM:Vow Green Metals' strategy is to be a leading producer of biocarbon and othercarbon-neutral products that enable the green transition in hard-to-abateindustries. We are on a mission to accelerate the world's transition torenewable materials by offering green alternatives to replace fossil-reductionagents in the metallurgical industry. The core of our business is to build,ownand operate biocarbon production plants using state-of-the-art pyrolysistechnology to turn biomass and biomass waste streams into our core product,biocarbon. Our biocarbon production process also creates other valuableproductslike bio-oil and bioenergy. With our standardized solutions, unique access toproprietary technology, and a growing global pipeline of projects, we areupholding our first-mover position in a growing market where speed and scalewill be determining factors. Vow Green Metals is building a new biocarbonindustry on the shoulders of its largest shareholder and technology partner,VowASA, which provides access to competence and capabilities acquired throughdecades of industrial innovation. Read more: www.vowgreenmetals.com About ObligoObligo Investment Management AS is a leading manager of alternative investmentfunds (AIFM) providing infrastructure and other alternative investmentopportunities. The firm invests through funds and separate mandates, with astrong presence in the Nordic region, leveraging deep industry knowledge andanextensive network. Obligo Nordic Climate Impact Fund targets investments inprojects and companies driving the green transition, with a focus on cleanmobility, renewable energy, digital infrastructure, and carbon management. This information is considered to be inside information pursuant to the EUMarket Abuse Regulation and is subject to the disclosure requirements pursuantto section 5-12 the Norwegian Securities Trading Act. This stock exchangeannouncement was published by Mathias Nilsen Reierth, Director of CorporateAffairs and Commercial on 17 April 2025 at 22:50 CEST. https://newsweb.oslobors.no/message/643985
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