HydrogenPro ASA

Share Issue/Capital Change • Jun 12, 2023

HydrogenPro ASA - contemplated private placement

HydrogenPro ASA - contemplated private placement

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Oslo, 12 June 2023: HydrogenPro ASA ("HYPRO" or the "Company") hereby announces

a contemplated private placement (as defined below) of shares in the Company,

consisting of a primary tranche of between approximately NOK 80-120 million and

a secondary tranche of up to NOK 6 million (the "Private Placement"). The final

size of the Private Placement and the number of Offer Shares (as defined below)

will be resolved by the Board of Directors of the Company (the "Board")

following an accelerated bookbuilding process. The Company intends to use the

net proceed from the issuance of the New Shares (as defined below) 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.

Bryan, Garnier & Co and Pareto Securities AS are acting as Joint Bookrunners

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

The Private Placement

The Private Placement consists of an offer of new shares (the "New Shares") to

be issued by the Company with an aim to raise gross proceeds of approximately

NOK 80-120 million and of existing shares in the amount of up to NOK 6 million

(the "Secondary Sale Shares", and together with the New Shares, the "Offer

Shares") to be sold by the founders Richard Espeseth and Vivian Yanjin Chen

Espeseth (the "Selling Shareholders") due to tax obligations relating to the

uplisting of the Company from Euronext Growth Oslo to Oslo Børs.

The Private Placement will be directed towards Norwegian and international

institutional investors, in each case subject to and in compliance with

applicable exemptions from relevant prospectus or registration requirements.

The subscription price and allocation of shares in the Private Placement will be

determined through an accelerated bookbuilding process. The bookbuilding period

commences today at 16:30 CEST and ends on 13 June 2023 at 08:00 CEST. The

bookbuilding may, at the discretion of the Company and the Joint Bookrunners,

close earlier or later and may be cancelled at any time and consequently, the

Company may refrain from completing the Private Placement. The Company will

announce the final number of Offer Shares placed and the final subscription

price in the Private Placement in a stock exchange announcement expected to be

published before the opening of trading on the Oslo Stock Exchange tomorrow, 13

June 2023. Completion of the Private Placement is subject to final approval by

the Board.

The minimum subscription and allocation amount in the Private Placement will be

the NOK equivalent of EUR 100,000, provided that the Company may, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available.

The allocation will be determined after the bookbuilding period and final

allocation will be made at the Board's sole discretion. Notification of

allocation and payment instructions is expected to be issued to the applicants

on or about 13 June 2023 through a notification to be issued by the Joint

Bookrunners.

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

through a delivery versus payment transaction ("DVP") 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.

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

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

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 an authorisation granted by the annual

general meeting of the Company on 24 May 2023.

The Selling Shareholders will receive the proceeds from the sale of Secondary

Sale Shares and the Company will receive the net proceeds from the sale of the

New Shares.

The Company, the Selling Shareholders, all primary insiders and certain close

associates to primary insiders in the Company have agreed with the Joint

Bookrunners to a lock-up for a period of six months from the settlement date for

the Private Placement, subject to customary exceptions.

The contemplated 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 a 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 seen

with rights offerings. Further, any subsequent offering, if resolved upon and

implemented, 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.

On this basis the Board has considered the proposed transaction structure, i.e.

the Private Placement, to be in the common interest of the Company and its

shareholders.

The Company may, subject to completion of the Private Placement, consider

conducting a subsequent share offering of new shares (the "Subsequent

Offering"). If carried out, the size and structure of the Subsequent Offering

shall be in line with market practice. Shareholders being allocated shares in

the Private Placement will not be eligible to participate in a Subsequent

Offering. The Company reserves the right in its sole discretion to not conduct

or cancel the Subsequent Offering.

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:

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 12 June 2023 at 16:30 CEST on

behalf of the Company.