Green Energy Group (SeaBird Exploration Plc)

Private placement successfully completed - Seite 2

The Offer Shares will be re-delivered to the lenders on a separate ISIN. The Offer Shares will be transferred to the Company's ordinary ISIN and listed upon approval of a listing prospectus, expected in Q1 2022.

The following allocation have been given to primary insiders in the Company at the same terms as other investors:

• Executive Chairman of the Board Ståle Rodahl, through his wholly owned company Storfjell AS, has been allocated 667,000 shares. Following the transaction, he will own 1,922,475 shares in the Company representing 4.0% of the issued share capital after completion of the Private Placement.
• Director Øivind Dahl-Stamnes has been allocated 11,000 shares. Following the transaction, he will own 43,200 shares in the Company representing 0.1% of the issued share capital after completion of the Private Placement.

The Board of Directors has resolved to carry out a subsequent offering of up to 3,500,000 shares raising proceeds of up to NOK 7,875,000 million at the Offer Price to its existing shareholders as of close of trading 13 January 2022, as subsequently recorded in the VPS on 17 January 2022, who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the subsequent offering. Oversubscription for the relevant shareholders will be allowed. Subscription without subscription rights will not be allowed.

The Board, together with the Company's management and the Manager, has considered various transaction alternatives to secure new financing. Based on an overall assessment, considering inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.