HydrogenPro ASA

Share Issue/Capital Change • Jun 12, 2023

HydrogenPro ASA - Private placement successfully completed

HydrogenPro ASA - Private placement successfully completed

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UNLAWFUL

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

HydrogenPro ASA (OSE: HYPRO) ("HYPRO" or the "Company") on 12 June 2023

regarding the contemplated private placement of new and existing shares in the

Company (the "Private Placement"). The Company hereby announces completion of a

NOK 126 million Private Placement consisting of 5,250,000 Offer Shares (as

defined below) at a subscription price of NOK 24 per share (the "Subscription

Price"). As part of the Private Placement, the Company will issue 5,000,000 new

shares (the "New Shares"), generating gross proceeds of NOK 120 million, and

Richard Espeseth, board member and primary insider in the Company and Vivian

Yanjin Chen Espeseth, close associate to Richard Espeseth (the "Selling

Shareholders"), will sell a total of 250,000 existing shares (the "Secondary

Sale Shares", and together with the New Shares, the "Offer Shares") in the

amount of NOK 6 million as part of the Private Placement. A separate

notification of transactions made by primary insiders and close associates will

be made shortly.

The Private Placement was oversubscribed and attracted significant interest from

high-quality investors.

The Company, the company's executive management and board of directors as well

as the Selling Shareholders have accepted a 6 months lock-up in connection with

the Private Placement.

The Company intends to use the net proceeds generated from the issuance of New

Shares to fund the initial phase of the expansion in the USA (including building

the US organization), verification of 3rd generation technology, working capital

and general corporate purposes.

Notification of allotment of shares including settlement instructions will be

sent to the applicants through a notification from Bryan, Garnier & Co and

Pareto Securities AS and (jointly, the "Joint Bookrunners") on 13 June 2023.

Offer Shares will be tradable from notification of allocation and settlement on

DVP basis is expected on 15 June 2023 (T+2).

The Offer Shares allocated in the Private Placement are expected to be settled

through a delivery versus payment transaction by delivery of existing and

unencumbered shares in the Company that are already listed on Oslo Stock

Exchange, and with respect to the New Shares, pursuant to a share lending

agreement between the Company, Richard Espeseth, TM Holding AS, Pareto

Securities AS, Bryan, Garnier & Co, and Bryan Garnier Securities. The Offer

Shares will thus be tradable from allocation. Pareto Securities AS, Bryan,

Garnier & Co, and Bryan Garnier Securities will settle the share loan with a

corresponding number of new shares in the Company to be issued by the Board

pursuant to the authorisation granted by the annual general meeting on 24 May

The Selling Shareholders will receive the proceeds from the Secondary Sale

Shares and the Company will receive the proceeds from the sale of the New

Shares. Following registration of the new share capital pertaining to the

Private Placement, the Company will have a share capital of NOK 1,260,563.42

divided into 63,028,171 shares, each with a par value of NOK 0.02.

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 Public Limited Companies Act, the rules on equal

treatment under Euronext 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 the Private Placement. The Private Placement enables the Company to

secure equity financing for the initial phase of the expansion in the USA

(including building the US organization), verification of 3rd generation

technology, working capital and general corporate purposes. Further, the Private

Placement will reduce execution and completion risk and allows for the Company

to raise capital more quickly. The Private Placement will also enable the

Company to utilize current market conditions, raise capital at a lower discount

compared to a rights issue and avoid the underwriting commissions normally

associated with rights offerings. Further, the Subsequent Offering (as defined

below), if implemented and completed, will secure that eligible shareholders

will receive the opportunity to subscribe for new shares at the same

subscription price as that applied in the Private Placement.

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 wall-crossed prior to 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 (the "Subsequent Offering"). 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. The Subsequent Offering may be cancelled or discontinued at the

discretion of the Company, in cooperation with the Joint Coordinators, if the

shares of the Company trade at or below the Subscription Price at meaningful

volumes, which will imply that eligible shareholders have had the opportunity to

limit dilution by acquiring listed shares in the secondary market at price

levels at or below the Subscription Price.

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.

Neither of the Joint Bookrunners nor any of their respective affiliates makes

any representation as to the accuracy or completeness of this announcement and

none of them accepts any responsibility for the contents of this announcement or

any matters referred to herein.

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. Neither the Joint

Bookrunners nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

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

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Ida Eilertsen Nygård, Head of

Investor Relations and ESG at HydrogenPro ASA on 13 June 2023 at the time set

out in this notice on behalf of the Company.