Cortus Energy AB (publ) announces outcome of the Preferential Convertible Note Issue

Cortus Energy AB (publ) (“Cortus” or the “Company”) announces the outcome of the Company's rights issue of convertible bonds of series KV3 with preferential rights for the Company's shareholders that was completed on October 18, 2023 (the “Rights Issue”). The Rights Issue was subscribed with and without unit rights to approximately 32 percent. Through the Rights Issue, the Company will receive approximately SEK 19.5 million before issue costs.

The outcome of the Preferential Rights Issue

In total, subscription applications for subscription with and without preferential rights have been received for 19,466,192 convertibles, corresponding to a subscription rate in the Rights Issue of approximately 32 percent. Of these, 18,176,637 convertibles, corresponding to approximately 30 percent of the Rights Issue, have been subscribed for with unit rights (of which 3,822,876 convertibles, corresponding to approximately 6 percent of the Rights Issue, have been subscribed for through set-off) and 1,289,555 convertibles, corresponding to approximately 2 percent of the Rights Issue, have been subscribed for without unit rights. The Rights Issue is thus subscribed to 31.72 percent and the Company will receive approximately SEK 19.5 million before issue costs through the Rights Issue.

“Given the current financial market situation, we are grateful for the support we have received from existing and new shareholders. In addition, we are grateful that our Chairman of the Board has provided a loan commitment to the company of SEK 15 million and converted the outstanding bridge loan of SEK 15 million into a two-year loan. Finally, this combination contributes to the flexibility we need to be able to deliver according to our plan”, says acting CEO Rolf Ljunggren.

Allocation of convertible bonds

Notification of allotment of units subscribed for without subscription rights will shortly be sent via a contract note to those allotted units. Payment must be made no later than three banking days after the issue of the contract note. If this is not done, allocated convertibles may be transferred to someone else. Nominee-registered shareholders will receive notification of allotment in accordance with the respective nominee's procedures.

Convertible bonds of series KV3

Through the Rights Issue, 19,466,192 convertible bonds of series KV3 are issued. If Nasdaq approves the Company's application for admission to trading, the convertibles will be admitted to trading on Nasdaq First North Growth Market in connection with the Rights Issue being registered with the Swedish Companies Registration Office, which is expected to take place during week 46 2023.

The convertible bonds bear an annual interest rate of thirteen and a half (13.5) percent from October 20, 2023 until January 20, 2026, or the earlier date on which the loan is converted into shares in the Company. The holders of the convertible bonds have the right to request conversion of the convertible bonds into newly issued shares in the Company during four periods, namely during the period from June 3, 2024 up to and including June 18, 2024 (conversion period 1), during the period from December 2, 2024 up to and including December 13, 2024 (conversion period 2), during the period from June 2, 2025 up to and including June 16, 2025 (conversion period 3) and during the period from December 1, 2025 up to and including December 12, 2025 (conversion period 4). The conversion price per convertible will be set at 70 percent of the volume-weighted average price of the Company's share during the ten (10) trading days prior to the commencement of each conversion period. The conversion price may amount to a minimum of SEK 0.07 and a maximum of SEK 0.30.

Trading in BTUs

Trading in BTUs (Paid Subscribed Convertibles) will take place on Nasdaq First North Growth Market until the conversion of BTUs into convertibles after the Rights Issue has been registered with the Swedish Companies Registration Office. One (1) BTU contains one (1) convertible of series KV3. Registration with the Swedish Companies Registration Office is expected to take place during week 44, 2023 and as soon as possible after this, conversion of BTUs into convertibles will take place.

Shares and share capital

Upon full conversion of convertible bonds issued in the Rights Issue of 19,466,192 and at a minimum conversion price of SEK 0.07, the number of shares in the Company will increase by a maximum of 278,088,457 shares, from 2,147,904,156 shares to 2,425,992,613 shares and the Company's share capital will increase by SEK 8,342,654.71 from SEK 64,437,124.68 to SEK 72,779,778.39.

Advisors

Naventus Corporate Finance AB is acting as financial advisor and Synch Advokat AB is acting as legal advisor to Cortus Energy in connection with the Rights Issue.

This information is information that Cortus Energy AB is obliged to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication, through the agency of the contact person set out above, at 16:40 CET on October 20, 2023.

For further information regarding Cortus Energy, please contact:

Rolf Ljunggren, Acting CEO, Cortus
Tel: +46 8 588 866 30
www.cortus.se

Important information

The publication, release or distribution of this press release may be restricted in certain jurisdictions. Recipients of this press release in the jurisdictions in which this press release has been published, released or distributed should inform themselves about and observe such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Cortus Energy in any jurisdiction. Any invitation to the persons concerned to participate in the Rights Issue will only be made through the EU Growth Prospectus that the Company intends to publish in connection with the Rights Issue.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Within the European Economic Area, no offer to the public of securities is being made in any country other than Sweden. In other member states of the European Union, such an offer may only be made in accordance with exemptions in the Prospectus Regulation.

This press release contains certain forward-looking statements that reflect the Company's current views on future events and financial and operational performance. Words such as “intends”, “anticipates”, “expects”, “may”, “plans”, “believes”, “estimates” and other expressions that are indicative or predictive of future developments or trends, and that are not based on historical facts, constitute forward-looking information. By its nature, forward-looking information involves known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking statements are not guarantees of future performance or development and actual outcomes may differ materially from those expressed in forward-looking statements.

About Cortus Energy

Cortus Energy AB develops and markets the unique WoodRoll® technology which gasifies biomass in a new innovative way that results in a number of unique advantages over all other existing gasification technologies. With the patented WoodRoll® technology, Cortus Energy can offer green energy solutions for power, industrial and transportation applications. WoodRoll® has great fuel flexibility, which means that the process can utilize low-value renewable fuels without compromising process performance. Cortus Energy currently has two WoodRoll® plants, a test plant in Köping since 2011 and a commercial plant in Höganäs.

Cortus Energy's shares are listed on Nasdaq First North Growth Market. Mangold Fondkommission AB, e-mail: ca@mangold.se, 08-503 015 50, is the company's Certified Adviser.

About Naventus Corporate Finance

Naventus is a Corporate Finance company and transaction manager based in Stockholm, Sweden, providing financial advisory services in private and public capital raising, IPOs and M&A. Furthermore, the company provides Corporate Access services such as Equity Research, Certified Adviser and Naventus Summits. Naventus focuses on three sectors; Renewables, Technology and Healthcare. The team has a proven track record and strong investment power through an extensive network of institutions, asset managers, family offices and HNWIs. Naventus is authorized and regulated by the Swedish Financial Supervisory Authority and authorized by Nasdaq to act as a Certified Adviser.

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