Clean Industry Solutions

Background and motives
Clean Industry Solutions offers solutions for a sustainable industry and a circular economy. The company currently has two wholly-owned subsidiaries, Industrial Solar GmbH and SolarSpring GmbH, which specialize in providing clean energy and clean water to the industrial sector. Clean Industry Solutions focuses primarily on developing its existing subsidiaries, but is also open to potential acquisitions that are in line with the Company's strategic goals and can provide synergy effects.

Clean Industry Solutions has noted an increased interest in the Company's solutions, largely due to the transition from gas to other energy sources currently underway in Europe. The Company believes that the changing energy demand in the market due to external and environmental factors is beneficial to the business. In order to generate resources for business development and growth, and because it is uncertain whether the warrants of series TO 1 will provide the Company with additional proceeds, the Board of Directors of the Company has decided to carry out the Rights Issue.

Use of proceeds
Upon full subscription in the Rights Issue, the Company will receive initial net proceeds of approximately SEK 21.2 million (after issue costs). The net proceeds are intended to be used for the following purposes, in order of priority: 
·    Financing the growth of the subsidiaries, such as recruitments and expansion projects (approximately 35 percent)
·    Working capital for the development of new customer projects (approximately 35 percent)
·    Co-finance publicly funded R&D projects (approximately 20 percent)
·    Initiate new collaborations and invest in joint ventures in target markets (approximately 10 percent)

Terms and conditions of the Rights Issue
The Board of Directors of Clean Industry Solutions has today on 31 August 2023, based on the authorization from the Extraordinary General Meeting held on 8 August 2023, decided to implement the Rights Issue in accordance with the following main conditions:
·    The Rights Issue comprises a maximum of 63,744,405 new shares in the Company.
·    Any person, who on the record date of 8 September 2023 is registered in the share register kept by Euroclear Sweden AB, has preferential rights to subscribe for shares in the Rights Issue. One (1) existing share held on the record date entitles to one (1) subscription right. Two (2) subscription rights entitle the holder to subscribe for five (5) shares.
·    The subscription price in the Rights Issue amounts to SEK 0.4 per share.
·    The Rights Issue corresponds to a valuation of Clean Industry Solutions (pre-money) of approximately SEK 10.2 million.
·    The last day of trading in the Company's share including the right to receive subscription rights is 6 September 2023 and the first day of trading excluding the right to receive subscription rights is 7 September 2023.
·    The subscription period in the Rights Issue will run from and including 12 September 2023 until and including 26 September 2023.
·    Trading in subscription rights will take place on the Nasdaq First North Growth Market from and including 12 September 2023 until and including 21 September 2023.
·    Trading in BTA (Paid Subscribed Shares) will take place on the Nasdaq First North Growth Market from and including 12 September 2023 until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to take place around week 41, 2023.
·    Clean Industry Solutions has received underwriting commitments of approximately SEK 14.0 million, corresponding to approximately 55 percent of the Rights Issue.
·    Upon full subscription of shares in the Rights Issue, the Company will receive approximately SEK 25.5 million, before deduction of issue costs, which are estimated to amount to approximately SEK 4.3 million, of which the underwriting compensation amounts to approximately SEK 1.8 million. 
·    Clean Industry Solutions expects to announce the outcome of the Rights Issue around 28 September 2023.

Underwriting commitments
Clean Industry Solutions has received underwriting commitments from external investors of approximately SEK 14.0 million, corresponding to approximately 55 percent of the Rights Issue. The underwriters will receive cash compensation of thirteen (13) percent of guaranteed amount. The underwriting commitments are not secured by bank guarantees, escrow funds, pledges or similar arrangements, which entails a risk that one or more of the underwriters will not be able to fulfill their commitments.

Share capital and number of shares
Upon full subscription in the Rights Issue, the number of shares in the Company will increase by 63,744,405 shares from 25,497,762 to 89,242,167 and the share capital will increase by approximately SEK 6,272,753.530833 from approximately SEK 2,509,101.412333 to approximately SEK 8,781,854.943166, corresponding to a dilution effect of approximately 71.4 percent. 

Prospectus
The full terms and conditions of the Rights Issue and other information about the Company will be set out in the prospectus which will be published before the commencement of the subscription period. The prospectus and subscription form will be made available on the Company's website: https://cleanindustrysolutions.com.

Recalculation of warrants series TO 1
As a result of the Rights Issue, Clean Industry Solutions will, in accordance with the terms and conditions of warrants of series TO 1, carry out a recalculation of the subscription price when subscribing for shares through the exercise of warrants and of the number of shares that each warrant entitles to subscription of. The final recalculation will be announced by the Company via press release before the exercise period for warrants of series TO 1 commences on 26 October 2023. Complete terms and conditions for warrants of series TO 1 are available on Clean Industry Solutions' website: https://cleanindustrysolutions.com.