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. FURTHER RESTRICTIONS APPLY.

Oslo, 13 March 2026: Reference is made to the stock exchange announcement published by Capsol Technologies ASA ("Capsol" or the "Company") on 29 January 2026 regarding a successfully placed private placement of 8,653,846 new shares in the Company at a subscription price of NOK 5.20 per share (the "Offer Price"), raising gross proceeds of approx. NOK 45 million (the "Private Placement"). Further, reference is made to the separate stock exchange announcement made by the Company on 29 January 2026 regarding key information relating to the contemplated subsequent offering of up to 3,500,000 new shares in the Company (the "Offer Shares") (the "Subsequent Offering").

Approval and publication of prospectus

The Norwegian Financial Supervisory Authority has today, 13 March 2026, approved a prospectus prepared by the Company (the "Prospectus") in connection with the Subsequent Offering and the listing of the Offer Shares.

The subscription form and the Prospectus will, subject to regulatory restrictions in certain jurisdictions, be made available at the websites of Pareto Securities AS (the “Manager”): www.paretosec.com/transactions.

The Subsequent Offering

The Subsequent Offering comprises an offer of up to 3,500,000 new shares in the Company, each with a par value of NOK 0.50, at a fixed subscription price of NOK 5.20 per Offer Share, equal to the Offer Price in the Private Placement. Subject to all Offer Shares being issued, the Subsequent Offering will raise gross proceeds of approx. NOK 18.2 million.

The subscription period in the Subsequent Offering will commence on 16 March 2026 at 09:00 CET, and expire on 27 March 2026 at 16:30 CET (the "Subscription Period") (subject to any extension).

The Subsequent Offering will be directed towards shareholders in the Company as of 29 January 2026 (as registered in the VPS two trading days thereafter (2 February 2026) (the "Record Date")), who (i) held less than 4% of the 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 (such eligible shareholders collectively referred to herein as the "Eligible Shareholders").

Each Eligible Shareholder will be granted 0.129877 non-transferable subscription right (the "Subscription Rights") for every existing share registered as held by such Eligible Shareholder in the VPS as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one (1) Offer Share in the Subsequent Offering. The Company reserves the right to reduce the number of Offer Shares which one Subscription Right entitles Eligible Shareholders to receive in the event that (i) additional Eligible Shareholders are identified after the date of this Prospectus, and (ii) the Company receives in excess of 3,500,000 valid subscriptions with Subscription Rights in the Subsequent Offering. Any such reduction will be made on an equal basis and uniformly applied to all subscribers in the Subsequent Offering.

Oversubscription and subscription without Subscription Rights will not be permitted. The Subscription Rights will not be tradable. The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 27 March 2026 at 16:30 CET. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

Subscription for Offer Shares may be made by submitting a correctly completed subscription form, attached as Appendix B to the Prospectus, to the Manager in accordance with the terms and conditions set out in the Prospectus. Eligible Shareholders who are residents of Norway with a Norwegian national identity number (Nw.: fødsels- og personnummer) may subscribe for Offer Shares by way of online subscription. The subscription form and further instructions regarding the subscription procedure are available in the Prospectus.

Notifications of allocated Offer Shares and the corresponding subscription amount to be paid are expected to be made available to subscribers on or about 30 March 2026. The payment date for the Offer Shares allocated in the Subsequent Offering is expected to be on or about 1 April 2026. Subject to timely payment of the Offer Shares, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 10 April 2026 and that the Offer Shares will commence trading on Euronext Oslo Børs on or about 13 April 2026.

Additional information regarding the Subsequent Offering, including procedures for subscription, payment and delivery of the Offer Shares, is set out in the Prospectus.

Advisors

Pareto Securities AS is acting as manager and Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection with the Subsequent Offering.

For further information, please contact:
Jacob Zeno Clausen Krøvel
SVP Investment and Strategy, Capsol Technologies
+47 48 40 32 25
[email protected]

 
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 subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the Euronext Oslo Rulebook II – Issuer Rules.

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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