Termination of ABO facility

10.12.19 | Press releases

(Oslo, Norway, 10 December, 2019) Element ASA (Element, OSE: ELE) has entered into a settlement and termination agreement with European High Growth Opportunities Securitization Fund (EHGO) and Alpha Blue Ocean Inc. (ABO). The agreement provides full control and flexibility for any future funding initiatives and will accelerate the implementation of the investment strategy.

“We´re pleased to announce this important agreement with ABO, representing one of the final steps in the restructuring of the company towards a focused digital strategy. This termination agreement provides the company with full control of the capital structure, avoiding any uncontrolled dilution that has limited the company´s strategic alternatives. Element will now continue the process of restructure and divesting remaining mining assets and implement the new digital strategy, “ says Geir Johansen, Chief Executive Officer of Element.

In May 2018 Element entered into an agreement with EHGO, for the issuance of loan notes and warrants convertible into new Element shares, in addition to a share lending agreement with Alpha Blue Ocean Inc.

Element has today signed an agreement to terminate both the issuance agreement and the share lending agreement. This implies that Element can no longer make drawdowns on its NOK 500 million convertible note facility and that ABO will re-deliver 180,800 shares in Element which ABO previously had borrowed, to the company. Further, EHGO will no longer be entitled to require that the company issues new convertible notes in the amount of up to NOK 25 million. All shares and warrants in Element held by EHGO and/or ABO will remain owned by them and may be disposed of as EHGO and ABO see fit.

“This agreement is a vital part of the new board and management´s restructuring strategy. We have been in a constructive dialogue with ABO and have reached an agreement in the best interest of all parties concerned. We will continue to implement our communicated strategy of selling or restructuring non-core assets and to refocus our resources toward digital initiatives in close cooperation with James Haft, “says Thomas Christensen, Chairman of Element.

Pierre Vannineuse, the founder of Alpha Blue Ocean, said, “We believe in supporting the management teams of the businesses in which we invest through constructive engagement. This agreement is in that spirit and demonstrates our commitment to positive outcomes for all parties.

As part of the agreement, Element has agreed to pay a lump sum termination fee of NOK 2.6 million as final settlement for the termination of the agreements. Element will also work towards issuing a listing prospectus to enable the admission to trading of 5,902,684 shares, including the 2,789,351 shares issued to ABO in August and October 2019 as soon as reasonably possible, and it is expected that this will be in place prior to 31 January 2020.

For further information, please contact:

Geir Johansen
CEO
E-mail: gj@elementasa.com
+47 4771 0451

Thomas Christensen
Chairman
+47 9225 5444