Solar Foods Oyj, Company announcement 3 September 2024 at 15:00 EEST

Solar Foods has applied to Nasdaq Helsinki Oy to list its shares on Nasdaq First North Growth Market Finland

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN PART OR IN WHOLE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER STATE OR TERRITORY IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The Board of Directors of Solar Foods Oyj ("Solar Foods" or the "Company") has decided to apply for admission of the Company's shares to trading on the Nasdaq First North Growth Market Finland ("First North") operated by Nasdaq Helsinki Oy ("Helsinki Stock Exchange") and has today submitted the application for admission to the Helsinki Stock Exchange.

The listing is intended to be a technical listing, i.e., no share issue or sale will be arranged in connection with it. The purpose of the listing of Solar Foods is to enable the Company to grow its business to a global scale.

Provided that the Company's listing application is approved, trading in the Company's shares is expected to commence on First North on or about 10 September 2024 under the ticker symbol SFOODS.

For the purpose of the listing, the Company has received typical lock-up undertakings whereby shareholders of the Company who directly or indirectly hold more than 5% of all shares and the votes attached thereto have agreed not to sell or otherwise transfer shares and interests in the Company for a period of 180 days, and the Company's management, including CTO Juha-Pekka Pitkänen, a member of the Management Team and the Board of Directors, and Pasi Vainikka, the CEO, as well as Gobelet Oy, a company controlled by Jari Tuovinen, a member of the Board of Directors, have agreed not to sell or otherwise transfer shares in the Company for a period of 360 days as of the listing. However, the lock-up undertakings permit, with the prior approval of the Company's Board of Directors, lending of the Company's shares during the lock-up period and block trades of at least EUR 100,000, provided that the price per share of the Company's shares is not more than 10% below the closing price of the Company's shares on the previous trading day on First North.

Advisors

Carnegie Investment Bank AB acts as the financial advisor to Solar Foods and as the Certified Advisor under the First North rules. Solar Foods’ legal advisor is DLA Piper Finland Attorneys Ltd. and Miltton Ltd and Inderes Oyj act as communications advisors.

Company presentation

Solar Foods will hold a company presentation event where CEO Pasi Vainikka and CFO Ilkka Saura will talk about the Company and the listing. The event will be in Finnish and will take place on Monday 9 September 2024 at 6:00 pm EEST. You can follow the event online at https://solarfoods.videosync.fi/yhtioesittely

More information:

Juha Lindfors, Chair of the Board, juha@lifelineventures.com, tel. +358 40 519 4513

Pasi Vainikka, CEO, pasi@solarfoods.com, tel. +358 10 579 3286

About Solar Foods

Solar Foods produces protein using carbon dioxide and electricity. Solein® production, independent of weather and climate conditions, liberates global protein production from the constraints of traditional agriculture. Solar Foods was founded in Finland in 2017. Carnegie Investment Bank AB is the company’s Certified Adviser. solarfoods.com

IMPORTANT INFORMATION

The distribution of this company announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This company announcement is not made, and no copies of this company announcement may be distributed or transmitted in whole or in part, directly or indirectly, in or into the United States, Australia, South Africa, Hong Kong, Japan, Canada, Singapore or New Zealand, or to any other country or territory where publication or distribution would be illegal. The Company or its Certified Advisor shall not be liable if such restrictions are violated by any person.

As stated in the company announcement, the Company is planning listing i.e. applying its shares for admittance to trading on the Nasdaq First North Growth Market Finland -marketplace, maintained by Nasdaq Helsinki Oy. The planned listing would be carried out as a direct listing, i.e. no share issue or sale will be organized in connection with it.

The information contained in this company announcement is provided for background purposes only and does not purport to be full or complete. No reliance should be placed on the information contained in this company announcement or its accuracy, correctness or completeness for any purpose. The information contained in this company announcement may change.

As noted above, the Company will not offer securities to the public in the contemplated possible listing. This company announcement should not be interpreted as an offer to sell or subscribe or a solicitation to buy or subscribe for the Company's securities, and no securities will be sold in areas where the offering, purchase or sale of the securities in question would be illegal prior to their registration or an exception to the registration obligation or other approval in accordance with the securities laws of the respective areas. Investors should not purchase securities referred to in this company announcement based on this company announcement. Investors should familiarize themselves with the information contained in the company description that the Company within permitted territories later publishes or distributes for the purpose of listing in accordance with the rules of the Nasdaq First North Growth Market Finland. This company announcement is not a company description according to the rules of the Nasdaq First North Growth Market Finland.

This company announcement is not an offer to sell securities in the United States, and the securities may not be offered or sold in the United States unless they have been registered in accordance with the U.S. Securities Act of 1933, as amended, and the rules and regulations issued thereunder, or unless there is an exemption from the registration requirement. The Company does not intend to register any securities in the United States or offer the securities to the public in the United States. In any member state of the European Economic Area that has implemented Regulation (EU) No. 2017/1129 of the European Parliament and of the Council on the prospectus to be published in connection with the offering of securities to the public or admission to trading on a regulated market and repealing Directive 2003/71/EC ("Prospectus Regulation"), no measures have been taken and will not be taken to offer securities to the public in such a way that it would require the publication of the prospectus referred to in the Prospectus Regulation. In this paragraph, the expression "offering securities to the public" means communication directed at individuals in any form and through any channel, which provides sufficient information about the terms of the offer and the securities offered, so that the investor can make a decision about buying or subscribing to these securities. This company announcement is neither an offer of securities to the public in the United Kingdom in respect of the securities referred to in this company announcement. No prospectus has been or will be accepted in the United Kingdom.

The contents of this company announcement have been prepared by, and are the sole responsibility of, the Company. The certified advisor (Certified Adviser), according to the Nasdaq First North Growth Market Finland rules or anyone of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this company announcement (or whether any information has been omitted from this company announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this company announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

Matters discussed in this company 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”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this company announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this company announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this company announcement or any obligation to update or revise the statements in this company announcement to reflect subsequent events or circumstances. Undue reliance should not be placed on the forward-looking statements in this company announcement t. The information, opinions and forward-looking statements contained in this company 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 company announcement.