Cloudberry Clean Energy ASA

Share Issue/Capital Change • Jun 18, 2021

Cloudberry Clean Energy ASA | Approval and publication of prospectus and resolution to increase the share capital in connection with a retail offering and a subsequent offering

Cloudberry Clean Energy ASA | Approval and publication of prospectus and resolution to increase the share capital in connection with a retail offering and a subsequent 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, 18 June 2021: Reference is made to the announcement made by

Cloudberry Clean Energy ASA (the "Company") on 15 June 2021 where it was

announced that the Company had submitted an application for admission to trading

on the main list of the Oslo Stock Exchange ("Oslo Børs") by transfer of its

current admission to trading on Euronext Growth Oslo (the "Listing"). The

application was approved today, and it is stipulated that the Company prior to

the first day of admission to trading satisfies the admission requirements for

Oslo Børs. Further information regarding the first day of trading on Oslo Børs

will be issued in a separate stock exchange release.

Further, reference is made to the stock exchange announcement published on 1

June 2021, with key information about the contemplated subsequent offering of up

to 2,000,00 additional new shares, each with a nominal value of NOK 0.25, at a

subscription price of NOK 12.50 per share (the "Subsequent Offering").

Reference is also made to the extraordinary general meeting in the Company held

on 17 June 2021, resolving to grant an authorisation to the Company's Board of

Directors to carry out the Subsequent Offering and a retail offering following

the Company's admission to trading on Oslo Børs. Pursuant to the authorisation,

the Company's Board of Directors has today resolved to increase the share

capital by minimum NOK 0.25 and maximum NOK 700,000, by issuance of minimum 1

and maximum 2,800,000 new shares (the "Offer Shares") at a subscription price of

NOK 12.50 (the "Subscription Price") (the "Offering").

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

The Offering consist of:

· The 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 will be 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.

· A retail offering (the "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. 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.

The Company has prepared a prospectus in connection with the Listing and the

Offering (the "Prospectus"), and the Prospectus has now been approved by the

Norwegian Financial Supervisory Authority. The Prospectus is available at

www.cloudberry.no (https://eur05.safelinks.protection.outlook.com/?url=http%3A%2F

%2Fwww.cloudberry.no%2F&data=04%7C01%7Cmagnus.brox%40dlapiper.com%7C9d4bbc3e17304

d74eb9008d932563aa8%7Ce855e7acc54640d299f7a100522010f9%7C1%7C0%7C6375961682092098

26%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLC

JXVCI6Mn0%3D%7C1000&sdata=Mz61s8cW%2FCEXM3yWJemms5MsPwnFK8I0qfc%2Bsej9oCo%3D&rese

rved=0),

www.carnegie.no (https://eur05.safelinks.protection.outlook.com/?url=http%3A%2F%2

Fwww.carnegie.no%2F&data=04%7C01%7Cmagnus.brox%40dlapiper.com%7C9d4bbc3e17304d74e

b9008d932563aa8%7Ce855e7acc54640d299f7a100522010f9%7C1%7C0%7C637596168209219816%7

CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVC

I6Mn0%3D%7C1000&sdata=PG2caOShoo1phCFdTdXifqBsSJ8O8jmKAI7Eo6zGJLY%3D&reserved=0)

and

www.paretosec.no (https://eur05.safelinks.protection.outlook.com/?url=http%3A%2F%

2Fwww.paretosec.no%2F&data=04%7C01%7Cmagnus.brox%40dlapiper.com%7C9d4bbc3e17304d7

4eb9008d932563aa8%7Ce855e7acc54640d299f7a100522010f9%7C1%7C0%7C637596168209219816

%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJX

VCI6Mn0%3D%7C1000&sdata=DmofUV6C0pAZqXitWrs1vt%2FSNnRnEek8KwSByWicGzo%3D&reserved

\=0). Hard copies of the Prospectus may be obtained free of charge at the

Company's registered business address Frøyas gate 15, 0273 Oslo, Norway.

The subscription periods for the Subsequent Offering and the Retail Offering

commence on 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). The subscription periods

may not be shortened, but the board of directors may extend the subscription

periods if this is required by law due to the publication of a supplement

prospectus. Further details on the application procedures in the Subsequent

Offering and the Retail Offering are included in the Prospectus.

The Subscription Rights are expected to have an economic value if the Company's

shares trade above the Subscription Price during the subscription period. The

Subscription Rights must be used to subscribe for Offer Shares before the expiry

of the subscription period for the Subsequent Offering on 2 July 2021 at 12:00

hours (CEST). Subscription Rights that are not exercised before 12:00 hours

(CEST) on 2 July 2021 will have no value and will lapse without compensation to

the holder.

Allocation of the Offer Shares is expected to take place on or about 2 July

The payment for the Offer Shares allocated to a subscriber falls due on or about

7 July 2021.

Subject to timely payment of the entire subscription amount in the Offering and

no extension of the subscription period, the Company expects that the share

capital increase pertaining to the Offering will be registered with the

Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about

13 July 2021 and that the Offer Shares will be delivered to the VPS accounts of

the subscribers to whom they are allocated on or about 14 July 2021. Further

details regarding delivery of the Offer Shares to the investors applying for

shares through Nordnet in the Retail Offering are set out in the Prospectus.

Advokatfirmaet DLA Piper Norway DA is acting as legal advisor to the Company in

relation to the Listing and the Offering. SANDS Advokatfirma DA is acting as

legal advisor to the Managers in relation to the Listing.

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 18 June 2021 at 17:20 (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.