HydrogenPro ASA

Share Issue/Capital Change • Jun 12, 2023

HydrogenPro ASA - Key information regarding the subsequent offering

HydrogenPro ASA - Key information regarding the subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY

OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL

Oslo, 13 June 2023: Reference is made to the stock exchange announcement by

HydrogenPro ASA (OSE: HYPRO) ("HYPRO" or the "Company") on 13 June 2023

regarding the successful placement of new and existing shares (the "Offer

Shares") in the Company with total gross proceeds of NOK 126 million, consisting

of a primary offering raising gross proceeds of NOK 120 million and a secondary

sale of shares raising gross proceeds of NOK 6 million (the "Private

Placement"), and that the Company intends to carry out a subsequent offering

with non-tradeable subscription rights of up to 1,500,000 new shares in the

Company which, subject to applicable securities law, will be directed towards

existing shareholders in the Company as of 12 June 2023 (as registered in the

VPS two trading days thereafter), who (i) were not allocated Offer Shares in the

Private Placement, (ii) were not part of the wall-crossing phase of the Private

Placement and (iii) 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.

Key information:

Date of announcement of terms: 13 June 2023

Last trading day including right to receive subscription rights: 12 June 2023

First trading day excluding right to receive subscription rights: 13 June 2023

Record date: 14 June 2023

Maximum number of new shares: 1,500,000

Subscription price: NOK 24

Will the subscription rights be listed: No

The subsequent offering is subject to (i) the Company's board of directors

resolving to consummate the subsequent offering and (ii) the publication of a

prospectus in accordance with applicable legislation.

Whether or not such subsequent offering will ultimately take place, will depend

inter alia on the development of the price of the shares in the Company after

completion of the Private Placement.

For additional information, please contact:

Martin Thanem Holtet, Chief Financial Officer

Email: martin@hydrogen-pro.com

Phone: +47 922 44 902

Ida Eilertsen Nygård, Head of Investor Relations and ESG

Email: ir@hydrogen-pro.com

Phone: +47 986 11 952

About HydrogenPro ASA

HydrogenPro is a technology company and an OEM for high-pressure alkaline

electrolysers and supplies large-scale green hydrogen technology & systems. The

Company was founded in 2013 by individuals with background from the electrolysis

industry which was established in Telemark, Norway by Norsk Hydro in 1927. We

are an experienced engineering team of leading industry experts, drawing upon

unparalleled experience and expertise in the hydrogen and renewable energy

industry.

Important Notices

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. Copies of this announcement are not being made and may

not be distributed or sent into any jurisdiction in which such distribution

would be unlawful or would require registration or other measures. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

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 "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended 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 (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 for

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.

Matters discussed 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", "expect", "anticipate",

"strategy", "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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. 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. The Company does not provide any guarantees that the

assumptions underlying the forward-looking statements in this announcement are

free from errors nor does it accept any responsibility for the future accuracy

of the opinions expressed in this announcement or any obligation to update or

revise the statements in this announcement to reflect subsequent events. You

should not place undue reliance on the forward-looking statements in this

document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

This announcement is for information purposes only and 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 in the Company.

This is subject to the disclosure requirements pursuant to section 5-12 the

Norwegian Securities Trading Act.