Circa Group AS: NOK 575 million private placement successfully completed

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THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 19 February 2021. Reference is made to the press release from Circa Group
AS ("Circa" or the "Company") published on 17 February 2021 regarding a
contemplated private placement by the Company (the "Private Placement") in
connection with a listing on Euronext Growth Oslo (the "Listing").

Circa is pleased to announce that the Private Placement has been successfully
completed with a total transaction size of approximately NOK 575 million through
the allocation of 34,300,000 shares (the "Offer Shares") in the Company at a
price of NOK 16.75 per share (the "Offer Price"), out of which 29,850,000 shares
are new shares to be issued by the Company (the "New Shares") and 4,450,000
shares are additional shares over-allotted by the Managers (the "Additional
Shares"). The net proceeds from the issuance of the New Shares in the Private
Placement will be used to fund the construction of the ReSolute plant in France,
while the remaining net proceeds will be used for further market development,
development of new products, corporate costs and current operations.

The Private Placement attracted strong support and interest from Norwegian and
international high quality investors and was more than 15 times oversubscribed
excluding shares pre-allocated to the cornerstone investors listed below.

Seven cornerstone investors were allocated NOK 310 million in the Private
Placement, distributed as follows: (i) NOK 50 million to Norske Skog ASA; (ii)
NOK 50 million to BNP Paribas Energy Transition Fund; (iii) NOK 50 million to
Delphi Fondene; (iv) NOK 50 million to DNB Asset Management; (v) NOK 50 million
to Handelsbanken Fonder; (vi) NOK 30 million to The Fourth Swedish National
Pension Fund (AP4) and (vii) NOK 30 million to Robeco Asset Management.

Lars Sperre (Chairman in the Company and Senior Vice President Corporate
Strategy in Norske Skog ASA), Rune Sollie (Board Member in the Company and Chief
Financial Officer in Norske Skog ASA) and certain other employees in Norske Skog
ASA were allocated NOK 4.23 million.

There will be in total 119,412,580 shares in the Company in issue following the
issuance of the New Shares (before any potential new shares from the Greenshoe
Option), resulting in a post-money market capitalisation of the Company of
approximately NOK 2 billion based on the Offer Price.

"We are very pleased to see the incredible enthusiasm shown towards Circa and
our ambition to deliver biochemicals at scale. This journey started in 2005 and
would not have been possible without the tremendous efforts of our employees,
partners and shareholders. I wish to highlight our close collaboration with
Norske Skog and their Boyer Mill in Tasmania where the FC5 pilot plant is
located and continues to operate. Their involvement has been invaluable in
proving the scalability of the production process. The FC5 large scale prototype
plant also benefited from strong support and encouragement from the Tasmanian
Government, and is a "real life" demonstration of their commitment to innovation
in the State", says Tony Duncan, CEO of Circa.  

Circa has applied for, and will, subject to the necessary approvals from the
Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo
under the trading symbol "CIRCA". The first day of trading on Euronext Growth
Oslo is currently anticipated to be on or about 2 March 2021.

The Company and members of management and the board, in addition to Norske Skog
ASA and certain other large existing shareholders have agreed to customary
lock-up arrangements with the Managers (as defined below) that will restrict
their ability to, without the prior written consent of the Managers, issue, sell
or dispose of shares, as applicable, for a period of 12 or 6 months from
completion of the Private Placement, subject to certain customary exemptions.

Allocation to investors will be communicated on or about 19 February 2021 and
the Private Placement is expected to be settled by the Managers on a
delivery-versus-payment basis on or about 2 March 2020.

Norske Skog ASA has granted Pareto Securities AS, on behalf of the Managers (the
"Stabilisation Manager"), an option to borrow a number of shares equivalent to
the Additional Shares in order to enable the Managers to settle any
over-allotments made in the Private Placement. Further, the Company has granted
the Stabilisation Manager an option (the "Greenshoe Option") to subscribe and
have issued, at the Offer Price, a number of new shares equal to the number of
Additional Shares to cover short positions resulting from any over-allotments
made in the Private Placement not covered through share purchases made as part
of any stabilization activities. The Greenshoe Option is exercisable, in whole
or in part, by the Stabilisation Manager within a 30-day period commencing at
the time trading in the shares commences on Euronext Growth Oslo. The Company
will receive the proceeds from any shares issued pursuant to the Greenshoe
Option. Net profits from stabilisation activities, if any, will be to the
benefit of the Company and Norske Skog in equal proportions.

Circa in brief:

Circa is a biotechnology company established in 2006 with the vision to produce
and sell unique and highly valuable biochemicals at scale. Circa has worked with
scientists and engineers for more than 15 years and developed five pilot plants
in order to fine-tune and patent what is currently the world's only scalable
production process for these highly demanded biochemicals.

In 2009, Circa patented the FuracellTM production technology, which uses abundant
and renewable biomass waste to produce the highly privileged biomolecule
Levoglucosenone (LGO). The uniqueness of LGO stems from its versatility as a
platform to produce multiple sustainable biochemicals. To date, sustainable
biochemicals with relevant applications within pharmaceuticals, agrochemicals,
flavours, fragrances, electronics, batteries, paints, graphene, polymers and
much more have been produced from the LGO platform.

Global chemical sales are greater than EUR 3 trillion annually, and the
chemicals industry is essential for most products and services in everyday life.
However, sections of the industry are also harmful both to human health and the
environment. Strict regulation and ambitious targets have been introduced by the
Green Deal and the EU Chemicals Strategy to drive the introduction of safe and
sustainable alternatives to replace traditional, toxic and fossil-based
chemicals. Circa supports this ambition with its biochemicals portfolio and has
executed extensive market and commercial work over the last decade to enable
market entrance for its products.

In 2020, Circa was granted, as part of its leadership position in the ReSolute
consortium, the EU Flagship Horizon 2020 Grant of approximately EUR 12 million
to support the construction of a 1,000 tonnes production facility in France. The
ReSolute plant represents the first step on a high-trajectory growth path
towards commercial scale for Circa, and the consortium includes 11 highly
qualified partners. The EU has further supported Circa by granting its first
commercial scale biochemical, CyreneTM, REACH accreditation.

CyreneTM is a novel biobased solvent that can replace existing, toxic and
fossil-based solvent like NMP, DMF, DMSO and DCM. The total market potential for
CyreneTM is estimated to more than one million tonnes, and there are currently
almost no viable and safe alternatives available at large scale. Global
chemicals distribution giant, Merck KGaA, has already provided a Letter of
Intent covering the entire CyreneTM production capacity of the ReSolute plant.
Other chemicals distribution companies have provided similar letters.

Recently, Circa completed, together with its industrial partner Norske Skog and
Wood consulting, a main study for a 5,000 tonnes plant. The study provides the
foundation for future growth and a sound basis for development of plant designs
up towards 50,000 tonnes.

Circa has a unique potential  as a global bio chemicals company, and its vision
is to dramatically change the significant toll that the chemicals industry
places on our health and environment.


Company highlights:

o	Circa has fine-tuned its patented production process for more than 10 years
and following five pilot plants have the world's currently only scalable
production process for several high value biochemicals
o	Extensive commercial work and strong regulatory tailwinds resulting in a +1m
tonne market searching for sustainable and low-toxicity chemical alternatives
o	Recent FID on a 1,000 tonnes production plant, first step on a high-trajectory
growth path supported by EUR ~12m EU grant and EU REACH accreditation
o	LOI's with chemicals giant Merck KGaA and chemicals distributor Will&Co
significantly exceed capacity of the initial 1,000 tonnes production plant
o	Completed detailed main study for a 5,000 tonnes plant together with
industrial partner Norske Skog, providing further support for plants up to
50,000 tonnes
o	Circular economy frontrunner working to change the significant toll that the
chemicals industry has on human health and the environment

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS (jointly, the "Managers") are
engaged as financial advisors to the Company and as Joint Global Coordinators
and Joint Bookrunners in connection with the Private Placement and Listing.
Advokatfirmaet Thommessen is acting as legal advisor to Circa, while
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers. Gambit
H&K AS is acting as communication advisor to the Company.

For more information, please contact:

Tony Duncan, Chief Executive Officer 
Email: [e-mail] 

For press enquiries, please contact:

Andreas Buøen, Senior Account Director, Corporate Communications, Gambit H&K
Email: [e-mail]

Kathryn Sheridan, Sustainability Consult
Email: [e-mail]

Important notice:

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. 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.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "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 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.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any 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 believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, 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 make any
guarantee 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 announcement. 

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.

Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

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 of the Company. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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