GeoSentric Oyj - Company Announcement

FIRST TRANCHE OF THE COMPANY'S DIRECTED SHARE OFFERING HAS BEEN CLOSED AND THE BOARD HAS RESOLVED TO SUBSCRIBE €1 MILLION TO THE GEOSOLUTIONS HOLDINGS NV SHARE OFFERING

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE October 12, 2011 at 17:15





FIRST TRANCHE OF THE COMPANY'S DIRECTED SHARE OFFERING HAS BEEN CLOSED AND THE
BOARD HAS RESOLVED TO SUBSCRIBE €1 MILLION TO THE GEOSOLUTIONS HOLDINGS NV
SHARE OFFERING 



As previously announced, the Company is currently arranging a directed share
offering (“GSOY Offering”) to its largest shareholders. The GSOY Offering is
primarily intended to allow GSOY to participate in the planned second tranche
of the share offering of GeoSolutions Holdings NV (“GHNV”), its previously
wholly owned subsidiary (now 15% owned associate company). The second tranche
of the GHNV share offering, agreed to be executed on 14 October 2011 at the
latest, shall raise €2m directed equally to the lead investor and to the
Company, each being entitled to subscribe for new GHNV shares for the amount of
€1 million. 



The Company has now received investment commitments in excess of €1 million and
has resolved to issue 1,893,750,000 new shares at €0.0004 per share to the
first tranche of GSOY Offering participants thereby raising €757,500. In
addition it has accepted a short-term loan from one of its largest shareholders
in the amount of €250,000. This loan is a short term loan which, by the end of
October 2011, may at the election of the noteholder be either converted into
Company shares or convertible note by issuing special subscription rights on
the same terms as the GSOY Offering, or repaid providing that, at all times,
the total amount raised in the GSOY Offering together with this note shall
remain at least €1 million. The Company has received further indications of
interest to subscribe to the GSOY Offering and intends to continue accepting
investment commitments to the second tranche for a further short period of time
until October 14, 2011. The Company will announce the final total as soon as
the second tranche of the GSOY Offering is closed, whereupon the Board will
approve and issue the remaining new shares based on the approved commitments
shortly thereafter. As soon as practicably possible following the closing of
the GSOY Offering, the Company will issue a formal Prospectus and apply to get
the new shares listed and eligible for trading. This process can take several
months. The Company estimates that the new shares issue in the first tranche of
GSOY Offering and to be issued in the second tranche will be registered in the
trade register by October 31, 2011. The 1,893,750,000 shares issued in the
first tranche of GSOY Offering explained above represent 67,2% of Company's
outstanding shares and votes and 44,6 % of fully diluted shares and votes. 



The Board has further resolved to participate fully in the GHNV share offering
investing €1 million in the GHNV shares offered to the Company. In addition the
Board has resolved to repay the Convertible Bond Loan 2008-B by transferring to
the lead investor the agreed number of GHNV shares as approved by the
Extraordinary General Meeting on September 8, 2011.  After the Company
subscribes all the shares offered to it in the second tranche of the GHNV share
offering and repaid the Convertible Bond Loan 2008-B, the Company's
shareholding in GHNV will increase to approximately 24%. 



As announced before, the Company will execute a reverse share split after the
second tranche of GSOY Offering has been completed in the ratio of
approximately ten to one to improve the marketability and liquidity of the
Company's shares. The Board will call an Extraordinary General Meeting to
decide on the reverse split in the first convenience after closing of the
second tranche of GSOY Offering. 





GEOSENTRIC OYJ



Board of Directors



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