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MINTRA HOLDING AS: PRIVATE PLACEMENT SUCCESSFULLY PLACED

09 / 08 / 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

9 August 2023: Reference is made to the stock exchange announcement by Mintra Holding AS ("Mintra" or the "Company") on 8 August 2023 regarding a contemplated private placement of new shares (the "Private Placement").

The Company is pleased to announce that the Private Placement has been successfully placed raising gross proceeds of approx. NOK 110 million through the allocation of 36,666,666 new ordinary shares in the Company (the "Offer Shares") at a price of NOK 3.00 per Offer Share (the "Offer Price").

Nordea Bank Abp, filial i Norge and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners (together the "Managers") in connection with the Private Placement.

The net proceeds to the Company from the Private Placement will be used to finance the contemplated acquisition (the "Acquisition") of 100% of the outstanding shares in the Swedish company Seably AB (including repayment of debt and expected increase in net working capital in Seably AB) as well as for general corporate purposes.

The Company's two largest shareholders, which had pre-committed Offer Shares as further detailed in the stock exchange notice of 8 August 2023, have been allocated the following number of Offer Shares in the Private Placement at the Offer Price:
o Tjaldur Holdco II AS ("Tjaldur") was allocated 17,025,719 Offer Shares
at the Offer Price, for a total subscription amount of NOK 51,077,157.
Following completion of the Private Placement, Tjaldur will own 57,705,719
shares equalling 25.9 % of the share capital of the Company, and o Ferd AS ("Ferd") was allocated 17,025,719 Offer Shares at the Offer Price,
for a total subscription amount of NOK 51,077,157. Following completion of
the Private Placement, Ferd will own 54,774,133 shares equalling 24.6%
of
the share capital of the Company.

In addition, the following primary insiders and their close associates have been allocated the following number of Offer Shares in the Private Placement at the Offer Price:
o Kevin Short, CEO of the Company, was allocated 133,333 Offer Shares at the
Offer Price, for a total subscription amount of NOK 399,999 ; o Jostein Hufthammer, CFO of the Company, was allocated 100,000 Offer Shares
at the Offer Price, for a total subscription amount of NOK 300,000 ; o Ketil Toska, member of the Board, was allocated 100,000 Offer Shares at the
Offer Price, for a total subscription amount of NOK 300,000 ; o Gareth Gilbert, COO of the Company, was allocated 86,666 Offer Shares at the
Offer Price, for a total subscription amount of NOK 259,998 o Kjetil Gripne Flood, CCO of the Company, was allocated 66,666 Offer Shares
at the Offer Price, for a total subscription amount of NOK 199,998 ; o Siren Berge, CTO of the Company, was allocated 50,000 Offer Shares at the
Offer Price, for a total subscription amount of NOK 150,000 ; and o Tom Ormberg, Board observer, was allocated 40,000 Offer Shares at the
Offer Price, for a total subscription amount of NOK 120,000.

Settlement and Dates The Offer Shares (except for Offer Shares allocated to Tjaldur and Ferd) are expected to be settled with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth Oslo pursuant to a share lending agreement (the "Share Lending Agreement") between the Company, Pareto Securities AS (on behalf of the Managers), Ferd (as share lender) and Tjaldur.
The Offer Shares allocated to applicants in the Private Placement (the
"Applicants") are therefore expected to be tradable from notification of allocation which is expected on or about 10 August 2023.

The share loan under the Share Lending Agreement shall be settled with new shares in the Company to be issued pursuant to the authorization to the board of directors of the Company (the "Board") to issue shares granted by the Company's annual general meeting held on 21 June 2023.

Settlement is expected to take place on or about 14 August 2023 (T+2) on a delivery versus payment (DVP) basis.

Following registration of the share capital increase pertaining to Offer Shares in the Norwegian Register of Business Enterprises, the issued share capital of the Company is expected to be NOK 6,677,985.09 comprising 222,599,503 shares, each with a nominal value of NOK 0.03.

Equal treatment The Private Placement involves that the shareholders' preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules on equal treatment under Euronext Growth Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. A private placement enables the Company to secure equity financing to accommodate the financing and payment terms of the Acquisition in a timely manner and will reduce execution and completion risk.
Furthermore, a private placement will allow the Company to raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings.

The Board also noted that the subscription price per Offer Share was higher than the volume weighted average share price since announcement of the Private Placement (and also for a period prior to such announcement) and that the application period was open for two trading days.

Based on the above, the Company is not contemplating to carry out a subsequent offering of shares directed towards shareholders who did not participate in the Private Placement.

Advisors Nordea Bank Abp, filial i Norge and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

For further information please contact:
Kevin Short, CEO, Mintra +44 1224 651340
Jostein Hufthammer, CFO, Mintra +47 55 98 63 00

About Mintra Mintra is the provider of global solutions for digital learning, competence and workforce management, primarily for energy, maritime and safety-critical industries. Mintra's portfolio of digital products includes workforce planning, training and skills management. More than 4,100 enterprises trust the company to improve security, increase efficiency and reduce costs. Mintra is an employer of choice and its global team prides itself on the culture of collaboration and exploration to enable the delivery of innovation to its customers. Mintra is headquartered in Bergen, Norway, with offices and operations to support the delivery of on- and offline services to its global customers 24/7.

IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors 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 announcement (or whether any information has been omitted from the 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 announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein 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 announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

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 "U.S.
Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company do not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (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 Qualified Investors and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed or referred to 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", "aims",
"expect", "anticipate", "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 believes 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 its control.
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. Readers should not place undue reliance on the forward-looking statements in this document.
Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This announcement is for information purposes only. It does not purport to be complete, and it 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 their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation ("MAR"), and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Jostein R. Hufthammer, CFO in Mintra Holding AS, on the time and date provided above.

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