QUANTAFUEL Oslo ,30 March 2023 : Reference is made to the joint announcement on28 February 2023 regarding the recommended cash offer (the "Offer") for all issued and outstanding shares inQuantafuel ASA ("Quantafuel " or the "Company") by Harald Norway Bidco AS (the "Offeror"), a wholly-owned subsidiary ofViridor Limited ("Viridor "). In connection with the Offer, a non-binding term sheet for a conditional term loan facility in the amount of up toNOK 250 million (the "Facility") was announced.Quantafuel andPlanets UK Bidco Limited (the "Lender"), an affiliate ofViridor , has today entered into a binding agreement for the Facility. It is further referred to the stock exchange notice today,30 March 2023 , from the Offeror on extension of the offer period until14th April 2023 following approximately 72 % acceptance of the Offer as of29 March 2023 . The Company has initiated an initial drawdown ofNOK 68.5 million under the Facility to occur before Mon03 April 2023 and interest and commitment fees will accrue and capitalise as drawn principal on the facility from this date. The availability of the Facility will be terminated in the event the Offer lapses, terminates or is otherwise withdrawn by the Offeror. Furthermore, the Lender's commitment under the Facility may be cancelled and all outstanding loans may become immediately due and payable by the Company upon a change of control in the Company (other than by the Lender or an affiliate thereof) or in the event of a sale of all of theQuantafuel group's assets. The Facility shall be repaid byQuantafuel in full or converted into equity (see below) on31 March 2024 (the "Termination Date"), subject to up to two 6 month extensions at the Lender's sole discretion. Subject to satisfaction of certain conditions precedent, the Facility will be made available toQuantafuel to finance repayment of theQuantafuel group's existing third party indebtedness and to finance certain development costs and construction (subject to capped amounts) and other general corporate purposes subject to prior consent from the Lender. The Facility is secured with share pledges over certain companies in theQuantafuel group, assignment of intercompany loans and other available asset security (including a floating charge fromQuantafuel Skive ApS ) as well as upstream guarantees from certain subsidiaries. Any amount drawn under the Facility shall carry an interest rate (PIK) of 8.00% per annum (which will be capitalised and added to the principal amount of the Facility at the end of each interest period). Additionally,Quantafuel shall pay a commitment fee of 2.50% per annum of any undrawn commitments under the Facility (which will be capitalised and added to the principal amount of the Facility on a monthly basis). The Facility is subject to customary undertakings, including restrictions on distributions, disposals, mergers, acquisitions and joint ventures, loans, guarantees and financial indebtedness and negative pledge. Each of the Lender andQuantafuel (with the Lender's prior written consent) may elect that the repayment of the Facility on the Termination Date shall be settled byQuantafuel issuing new shares at a price of the lower ofNOK 6.38 per share (equal to the price per share under the Offer) and the volume weighted average trading price for theQuantafuel share in the 3 trading days' period prior to the date on which the Lender notifiesQuantafuel of such election (an "Equity Conversion"). An Equity Conversion, if adopted, will require the corporate resolutions by the Company necessary to implement a share capital increase. Furthermore, ifQuantafuel issues new shares to any person other than the Lender within 6 months of an Equity Conversion (a "Subsequent Issue"), the Lender may requireQuantafuel to issue such number of additional new shares to the Lender at a subscription price equal to the nominal value of the shares as required to cause the average subscription price of the shares issued upon an Equity Conversion and such additional new shares to be equal to the subscription price in the Subsequent Issue. In the Q4 release on28 February 2023 , a CapEx increase of 10% for the Esbjerg plastic sorting plant was announced. Further reviews with sub and sub-sub suppliers have uncovered additional, expected CapEx overruns in the range of 10-15% that to a large extent are driven by additional safety measures in the civil scope. ADVISERSABG Sundal Collier ASA is acting as financial advisors andWikborg Rein Advokatfirma AS is acting as legal advisor toQuantafuel .Macquarie Capital (Europe) Limited is acting as financial advisor toViridor and the Offeror,DNB Markets , a part ofDNB Bank ASA , is acting as domestic financial advisor and receiving agent to the Offeror in connection with the Offer.Simpson Thacher & Bartlett LLP andAdvokatfirmaet Wiersholm AS are acting as legal advisors toViridor and the Offeror. * * * For further queries, please contact: Lars Rosenløv, CEO +47 93018040Christian Bekkevold Nilsen , CFO +47 90277833 AboutQuantafuel | https://quantafuel.comQuantafuel is a technology-based energy company converting waste plastics back into low-carbon synthetic oil products replacing virgin oil products.Quantafuel is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants and plans to establish several plants throughoutEurope and beyond. This information is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
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