Cloudberry Clean Energy ASA

Prospectus • Jun 21, 2021

Cloudberry Clean Energy ASA | Commencement of the subscription period in the subsequent offering and the retail offering

Cloudberry Clean Energy ASA | Commencement of the subscription period in the subsequent offering and the retail offering

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

OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,

ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE

"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION

OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, SOUTH AFRICA OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Oslo, Norway, 21 June 2021: Reference is made to the announcement made by

Cloudberry Clean Energy ASA (the "Company") on 18 June 2021 where it was

announced that the Company had resolved to carry out an offering of 2,800,000

new shares at a subscription price of NOK 12.50 per share (the "Offering"). In

the same announcement the approval and publication of the Company's prospectus

(the "Prospectus") was announced.

The Prospectus is available on Cloudberry (https://www.cloudberry.no/en/investor

-relations/why-invest), Pareto

Securities (https://paretosec.com/updates/transactions/etterflgende

-reparasjonsemisjon-i-cloudberry-clean-energy-asa-21-juni-2021) and

Carnegie (https://www.carnegie.no/cloudberry-clean-energy-asa/).

The Offering is divided in two tranches:

· A subsequent offering in which 2,000,000 Offer Shares are being offered to

shareholders of the Company as of 1 June 2021 (as registered in the VPS on 3

June 2021 (the "Record Date")) who were not allocated shares in the private

placement resolved by the general meeting on 17 June 2021 and who are not

resident in a jurisdiction where such offering would be unlawful, or for

jurisdictions other than Norway, Sweden, Finland or Denmark would require any

filing, registration or similar action (the "Eligible Shareholders"). Eligible

Shareholders has been granted 0.04062 non-transferable subscription rights (the

"Subscription Rights") for each share held in the Company on the Record Date,

rounded down to the nearest whole Subscription Right. Each Subscription Right

gives, subject to applicable law, a right to subscribe for and be allocated one

Offer Share. Over-subscription is permitted. Subscription without Subscription

Rights is not permitted. Eligible Shareholders in the Subsequent Offering with

known address will receive a letter with further details on the number of

subscription rights granted to such Eligible Shareholder and how to exercise the

Subscription Rights.

· A retail offering in which 800,000 Offer Shares are being offered to the

public in Norway, Sweden, Finland and Denmark subject to a minimum amount per

application of NOK 10,500 and an upper limit per application of NOK 2,499,999

(the "Retail Offering"). To participate in the Retail Offering, applicants must

apply for Offer Shares electronically through Nordnet Bank AB, which is acting

as placing agent for the Retail Offering on behalf of the Managers. Additional

information regarding the Retail Offering and instructions regarding the

procedures for subscription of the shares are included in the Prospectus and on

Nordnet' s web page Nordnet (https://www.nordnet.no/no).

The subscription period in both the Subsequent Offering and the Retail Offering

will commence today 21 June 2021 at 09:00 (CEST).  The subscription period for

the Retail Offering ends 1 July 2021 at 23:59 (CEST) and the subscription period

for the Subsequent Offering ends 2 July 2021 at 12:00 (CEST).

Carnegie AS and Pareto Securities AS are acting as managers in the Offering.

Advokatfirma DLA Piper Norway DA is acting as legal advisor to the Company.

For further information, please contact:

Anders Lenborg, CEO,

Phone: +47 934 13 130

Email: al@cloudberry.no

Christian Helland, CVO

Phone: +47 418 80 000

Email: ch@cloudberry.no

Suna F. Alkan, CSO

Phone: +47 913 02 907

Email: sa@cloudberry.no

This information is subject of the disclosure requirements pursuant to Euronext

Growth Oslo Rule Book - Part II. This announcement was published by Suna F.

Alkan, CSO of Cloudberry Clean Energy ASA, on 21 June 2021 at 08:00 (CEST).

About Cloudberry

Cloudberry Clean Energy ASA is a Nordic renewable energy company, owning,

developing, and operating hydro power plants and wind farms in Norway and

Sweden. The Company`s purpose is to provide clean renewable energy for future

generations, developing a sustainable society for the long term and creating

value for our stakeholders. The Company believes in a fundamental long-term

demand for renewable energy in the Nordics and Europe, and purpose shapes every

aspect of how Cloudberry operates.

Cloudberry`s shares are currently admitted to trading on Euronext Growth Oslo,

supported by strong owners and led by an experienced management team and board.

The Company has applied for listing on Oslo Stock Exchange's main list (Oslo

Børs). The application for listing was approved by Oslo Stock Exchange on 18

June 2021. The Company is located in Oslo, Norway (main office) and Karlstad,

Sweden. To learn more about Cloudberry, go to www.cloudberry.no.

Important Notices

This announcement does not constitute or form a part of any offer of securities

for sale or a solicitation of an offer to purchase securities of the Company in

the United States or any other jurisdiction. 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

of the Company may not be offered or sold in the United States absent

registration or an exemption from registration under the U.S. Securities Act of

1933, as amended (the "U.S. Securities Act"). The securities of the Company have

not been, and will not be, registered under the U.S. Securities Act. Any sale in

the United States of the securities mentioned in this communication will be made

solely to "qualified institutional buyers" as defined in Rule 144A under the

U.S. Securities Act. No public offering of the securities will be made in the

United States. 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 EU Prospectus Regulation, i.e., only to investors who can receive

the offer without an approved prospectus in such EEA Member State. The

expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the

European Parliament and of the Council of 14 June 2017 (together with any

applicable implementing measures in any Member State). In the United Kingdom,

this communication is only addressed to and is only directed at Qualified

Investors who (i) are 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) are persons falling within Article 49(2)(a) to

(d) of the Order (high net worth companies, unincorporated associations, etc.)

(all such persons together being referred to as "Relevant Persons"). These

materials are directed only at Relevant Persons and must not be acted on or

relied on by persons who are not Relevant Persons. Any investment or investment

activity to which this announcement relates is available only to 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. Any

Target Market Assessment is without prejudice to the requirements of any

contractual, legal or regulatory selling restrictions in relation to the Private

Placement. For the avoidance of doubt, the Target Market Assessment does not

constitute: (a) an assessment of suitability or appropriateness for the purposes

of MiFID II; or (b) a recommendation to any investor or group of investors to

invest in, or purchase, or take any other action whatsoever with respect to the

Company's shares. Each distributor is responsible for undertaking its own Target

Market Assessment in respect of the Company's shares and determining appropriate

distribution channels. 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 "anticipate",

"believe", "continue", "estimate", "expect", "intends", "may", "should", "will"

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.

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. 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. Current

market conditions are affected by the COVID-19 virus outbreak. The development

in both Cloudberry's operations as well as relevant financial markets in general

may be affected by government measures to mitigate the effect of the virus,

reduction in activity, unavailable financial markets and other. The information,

opinions and forward-looking statements contained in this announcement speak

only as at its date and are subject to change without notice. Each of the

Company, the Managers and their respective affiliates expressly disclaims any

obligation or undertaking to update, review or revise any statement contained in

this announcement whether as a result of new information, future developments or

otherwise. This announcement is made by and, and is the responsibility of, the

Company. The Managers are acting exclusively for the Company and no one else and

will not be responsible to anyone other than the Company for providing the

protections afforded to their respective clients, or for advice in relation to

the contents of this announcement or any of the matters referred to herein.

Neither the Managers 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 of the

Company. Neither the Managers nor any of their respective affiliates accepts any

liability arising from the use of this announcement.