Cloudberry Clean Energy ASA

Share Issue/Capital Change • Dec 14, 2020

Cloudberry Clean Energy AS | Successful Completion of Private Placement

Cloudberry Clean Energy AS | Successful Completion of Private Placement

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, 14 December 2020: Reference is made to the stock exchange notice

published on 9 December 2020, regarding the contemplated private placement of

new shares (the "Private Placement") in Cloudberry Clean Energy AS ("Cloudberry"

or the "Company").

Cloudberry is pleased to announce that it has raised NOK 500 million in gross

proceeds through the Private Placement of 47,619,047 new shares in the Company

(the "Offer Shares"), at a price per Offer Share of NOK 10.50 (the "Offer

Price"). The Private Placement was oversubscribed throughout the full size range

and received strong interest from high quality institutional investors in the

Nordics and internationally.

The Private Placement took place through an accelerated bookbuilding process

between 9 December 2020 09:00 CET and 11 December 2020 14:00 CET, with Carnegie

AS and Pareto Securities AS acting as joint lead managers and joint bookrunners

(the "Managers").

Cloudberry intends to use the net proceeds from the Private Placement to realise

the Company's near-term growth opportunities (the "Growth Opportunities"), as

well as for general corporate purposes. The Growth Opportunities include an

acquisition of up to 33.4% of the shares in Odal Vindkraftverk AS (the "Odal

Windfarm") and the acquisition of five hydro power assets, which require equity

financing, in addition to an expected 20% shareholding in the in-house shallow

water windfarm development Vänern.

The following primary insiders have been allocated shares in the Private

Placement:

· Havfonn AS, represented on the Board of Directors of the Company by Morten

Bergesen, owned 4,882,882 shares before the Private Placement and has been

allocated 4,285,714 Offer Shares.

· Snefonn AS, represented on the Board of Directors of the Company by Morten

Bergesen, owned 6,404,702 shares before the Private Placement and has been

allocated 1,428,571 Offer Shares.

· CCPartner AS, represented on the Board of Directors of the Company by

Chairman Frank J. Berg, owned 2,696,957 shares before the Private Placement and

has been allocated 476,190 Offer Shares.

· Caddie Invest AS, represented on the Board of Directors of the Company by

Petter Borg, owned 375,764 shares before the Private Placement and has been

allocated 95,238 Offer Shares.

· Mittas AS, represented on the Board of Directors of the Company by Benedicte

Fossum, owned zero shares before the Private Placement and has been allocated

38,095 Offer Shares.

· Lenco AS, represented by Anders Lenborg (CEO), owned 1,093,070 shares before

the Private Placement and has been allocated 190,476 Offer Shares. Anders

Lenborg also holds 795,000 warrants.

· Lotmar Invest AS, represented by Jon Gunnar Solli (COO), owned 541,602

shares before the Private Placement and has been allocated 12,000 Offer Shares.

Jon Gunnar Solli also holds 300,000 warrants.

· Viva North AS, represented by Tor Arne Pedersen (CDO), owned 49,027 shares

before the Private Placement and has been allocated 47,619 Offer Shares. Tor

Arne Pedersen also holds 300,000 warrants.

In addition, Cloudberry Partners AS, where Caddie Invest AS (represented on the

Board of Directors of the Company by Petter Borg) and Snefonn AS (represented on

the Board of Directors of the Company by Morten Bergesen) own 25% each, owned

2,209,055 shares before the Private Placement and has been allocated 476,190

Offer Shares.

Completion of the Private Placement is subject to (i) the resolution by the

extraordinary general meeting (the "EGM") on the Private Placement and issue of

the Offer Shares and (ii) registration of the share capital increase in the

Company pertaining to the Private Placement with the Norwegian Register of

Business Enterprises (Nw. Foretaksregisteret) (the "NRBE").

Notification of conditional allotment will be sent to the applicants by the

Managers on 14 December 2020. The board of directors of the Company has resolved

to approve the Private Placement, including the conditional allocation of the

Offer Shares, and to call for the EGM to be held on 21 December 2020.

The Private Placement will be settled with new shares in the Company. The

Managers will enter into a pre-payment agreement to ensure timely registration

of the new share capital. The Offer Shares will thus be tradable following

registration of the share capital increase in the NRBE, expected on or about 23

December 2020 (subject to the case handling time at NRBE), whereby the Managers

will settle on a delivery versus payment basis to the investors.

Following registration of the Offer Shares with the NRBE, the Company's share

capital will be NOK 26,266,334 divided into 105,065,336 shares, each with a par

value of NOK 0.25.

The Board of Directors has considered the Private Placement in light of the

equal treatment obligations under the Norwegian Private Limited Liability

Companies Act, the Norwegian Securities Trading Act,  the the Issuer Rules for

Euronext Growth Oslo and Oslo Børs' Circular no. 2/2014, and is of the opinion

that the  Private Placement is in compliance with these requirements. The Board

has considered alternative structures for the raising of new equity. The Board

is of the view that is in the common interest of the Company and its

shareholders to raise equity through a private placement setting aside the pre

-emptive rights of the shareholders. By structuring the equity raise as a

private placement, the Company has been in a position to raise equity

efficiently, with a lower discount to the current trading price, at a lower cost

and with a significantly lower risk comparted to a rights issue. In the

assessment it has also been taken into consideration that the Private Placement

is subject has been structured as a publicly announced bookbuilding process.

The Board has also considered whether to carry out a subsequent offering towards

the existing shareholders who were not allocated shares in the Private

Placement. The Board has concluded that this is not required to comply with the

rules regarding equal treatment of shareholders and has resolved to not carry

out a subsequent offering. In the assessment it has been taken into

consideration inter alia that (i) the Private Placement was implemented in a

manner to ensure that it was placed on market terms, (ii) that the subscription

price represents a small discount to the observed trading prices after

announcement of the subscription price in the Private Placement on 11 December

2020 and (iii) that the Private Placement was implemented as a publicly

announced bookbuilding process which was open for three trading day.

Advokatfirmaet DLA Piper Norway DA acted as legal advisor to the Company and

SANDS Advokatfirma DA acted as legal advisor to the Managers in connection with

the Private Placement.

For further information, please contact:

Anders Lenborg, CEO, +47 934 13 130, al@cloudberry.no

Christian Helland, CVO, +47 418 80 000, ch@cloudberry.no

Suna Alkan, CSO, +47 913 02 907, sa@cloudberry.no

About Cloudberry

Cloudberry Clean Energy AS 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 believe in a fundamental long-term

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

aspect of how Cloudberry operates.

Cloudberry is a public Euronext Growth (Merkur Market) company supported by

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