Hunter Group ASA

Capital/Financing Update • Nov 30, 2023

Hunter Group ASA - Charters in Scrubber-fitted Eco VLCC for Three Years and Announces Fully Covered Private Placement

Hunter Group ASA - Charters in Scrubber-fitted Eco VLCC for Three Years and Announces Fully Covered Private Placement

Oslo, 30 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR

ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD

BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR

SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Hunter Group ASA (the "Company") has today after close of trade entered into a

three-year back-to-back charterparty on an eco-design and scrubber fitted Very

Large Crude Carrier ("VLCC") built in 2016 (the "Vessel"), with an

internationally renowned counterparty (the "Charterparty"). The Company will

charter in the Vessel on a fixed rate of USD 52,500 per day, and immediately

charter the Vessel out on a floating index-linked spot rate. The index-linked

spot rate, which on 29 November 2023 was USD 63,329 per day, is based on the

recognized VLCC benchmark TD3C, and enables the Company to capture every daily

VLCC spot market movement with maximum utilization. Delivery of the Vessel is

expected to take place on or about 1 December 2023.

The order book for VLCCs is at the lowest level seen in more than 30 years. A

substantial portion of the fleet is approaching retirement age. Oil demand is at

record high levels and growing. Analysts expect scrubber-eco VLCC rates to

average more than USD 80,000 per day for the next three years. Ship values are

at relatively high levels, with Tradewinds reporting the latest rumoured sale of

a 5-year old VLCC at USD 110m. Newbuilding and resale prices support the case

for higher rates going forward. Yet, the three-year time-charter rate is

currently below the 20-year average spot rate of approximately USD 42,000 per

day for a benchmark vessel. The equivalent rate for a scrubber-eco VLCC is

approx. USD 58,800 per day, adjusting for avg. scrubber-eco savings since IMO

2020. Using the current eco-scrubber saving translates the number to approx. USD

60,100 per day. The rationale behind the transaction is to capitalize on the

dislocation between time-charter rates, ship values and the expected strong rate

environment over the next three years. The Company will continue to monitor the

tanker markets, HUNTing for accretive opportunities.

In connection with the Charterparty, and to facilitate the attractive terms

therein, the Company has entered into pre-commitment agreements with certain

investors for their conditional subscription for shares in a private placement

(the "Private Placement") whereby the Company will issue 14,333,333 new shares

(the "New Shares"), each at a par value of NOK 0.038 (rounded), at a

subscription price of NOK 1.50 (the "Subscription Price"), raising gross

proceeds of NOK 21.5 million. The proceeds from the Private Placement will be

used to strengthen the working capital base in connection with the Charterparty.

Upon the conversion of these pre-commitment agreements to subscriptions,

expected to take place immediately following this announcement, the Private

Placement will be fully covered and allocated.

The New Shares will only be subscribed by: Surfside Holding AS, B.O. Steen

Shipping AS, Apollo Asset Limited, and Green Highlander Holding AS.

The completion of the Private Placement is subject to (i) the Charterparty not

being cancelled, and (ii) the registration of the Private Placement in the

Norwegian Register of Business Enterprises, and the issuance of the New Shares

in Euronext Securities Oslo (VPS) having taken place. The Company reserves the

right, at any time and for any reason, to cancel and/or modify the terms of the

Private Placement without notice. The Company will not be liable for any losses

incurred if the Private Placement is cancelled or modified, irrespective of the

reason for such cancellation or modification.

The Company's board of directors (the "Board") will today resolve the Private

Placement, and the allocation and issue of the New Shares, pursuant to an

authorization from the general meeting. The New Shares to be allocated in the

Private Placement are expected to be settled on or about 4 December 2023. The

Company's share capital following settlement of the Private Placement will be

NOK 1,648,060.75 divided into 43,101,434 shares, each at a par value of NOK

0.038 (rounded).

3,270,834 of the New Shares will be delivered on a separate, temporary ISIN

pending approval of a prospectus by the Financial Supervisory Authority of

Norway and will not be listed or tradable on Oslo Børs until the prospectus has

been published. 5,500,000 New Shares will be delivered on the listed ISIN after

the share capital increase has been registered in the Norwegian Business of

Enterprises, pursuant to applicable exemptions from relevant prospectus and

registration requirements pursuant to applicable regulations, including

Regulation (EU) 2017/1129 (the EU prospectus regulation) and ancillary

regulations. The remaining 5,562,499 New Shares are expected to be settled

through a share lending agreement between the Company, DNB Markets, a part of

DNB Bank ASA, and Sagittarius Capital Ltd., Lama Global AS, and Seal Invest AS

(close associates of CEO Erik Frydendal, CFO Lars Brynildsrud, and COO Sujoy

Seal) (the "Lenders"), with existing and unencumbered shares in the Company that

are already listed on Euronext Expand Oslo. The share loan will be settled to

the Lenders with new shares, delivered on a separate, temporary ISIN pending

approval of the prospectus, to be resolved issued by the Board pursuant to an

authorisation granted by the annual general meeting of the Company held on 30

June 2023.

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the New Shares. The Board has considered the Private

Placement in light of the equal treatment obligations under the Norwegian Public

Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal

treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment, and deems that the proposed Private Placement is in compliance with

these obligations, taking into consideration the required timing coordination

with the Charterparty. 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. By structuring the equity raise as a private placement, the Company

will raise equity efficiently and in a timely manner, with a lower discount to

the current trading price, at a lower cost and with a significantly reduced

completion risk compared to a rights issue.

Subject to, inter alia, completion of the Private Placement and approval by the

general meeting to be summoned, approval and publication of a prospectus and

prevailing market price of the Company's shares being higher than the

Subscription Price as determined by the Board, the Board proposes to carry out a

subsequent offering of up to NOK 10 million in new shares at the Subscription

Price (the "Subsequent Offering"). A Subsequent Offering shall, if made, and on

the basis of the prospectus, be directed towards existing shareholders in the

Company as of 30 November 2023, as registered in the Company's register of

shareholders with Euronext Securities Oslo (VPS) on 4 December 2023, and who (i)

were not allocated New Shares in the Private Placement, and (ii) are not

resident in a jurisdiction where such offering would be unlawful or would (in

jurisdictions other than Norway) require any prospectus, filing, registration or

similar action (the "Eligible Shareholders"). The Eligible Shareholders are

expected to be granted non-tradable subscription rights. Oversubscription will

be allowed. Subscription without subscription rights will not be allowed. The

subscription period in a Subsequent Offering is expected to commence shortly

after publication of the prospectus. The Company will issue a separate stock

exchange notice with further details on the Subsequent Offering. The Company

reserves the right in its sole discretion to not conduct or to cancel the

Subsequent Offering.

DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS are acting as

Joint Bookrunners in connection with the Private Placement (the "Managers"). Ro

Sommernes advokatfirma DA is acting as legal advisor to the Company.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and subject to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice

was published by Lars M. Brynildsrud, CFO, on the date and time as set out in

the release.

Contact:

Erik A.S. Frydendal, CEO, ef@huntergroup.no, Ph.: +47 957 72 947

Lars M. Brynildsrud, CFO, lb@huntergroup.no, Ph.: +47 932 60 882

Forward looking statements: This announcement includes forward-looking

statements, relating to the Charterparty, VLCC rates, prices, and values, the

Private Placement, the New Shares, the conditions to the Private Placement, the

use of proceeds therefrom and other non-historical statements, and the proposed

Subsequent Offering. These forward-looking statements are subject to numerous

risks, uncertainties and assumptions, changes in market conditions and other

risks. Forward-looking statements reflect knowledge and information available

at, and speak only as of, the date they are made. Except as required by law, the

Company undertakes no obligation to update or revise publicly any forward

-looking statements, whether as a result of new information, future events or

otherwise, after the date hereof or to reflect the occurrence of unanticipated

events. Readers are cautioned not to place undue reliance on such forward

-looking statements.