Cloudberry Clean Energy ASA

Share Issue/Capital Change • Dec 9, 2020

Cloudberry Clean Energy AS | Contemplated Private Placement to finance the Company's Growth Opportunities

Cloudberry Clean Energy AS | Contemplated Private Placement to finance the Company's Growth Opportunities

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, 9 December 2020: Cloudberry Clean Energy AS ("Cloudberry" or the

"Company") has retained Carnegie AS and Pareto Securities AS as Joint Lead

Managers and Joint Bookrunners (collectively referred to as the "Managers") to

advise on and effect a contemplated private placement directed towards Norwegian

and international investors, subject to and in compliance with applicable

exemptions from relevant prospectus or registration requirements (the "Private

Placement"). The Company is contemplating to raise gross proceeds of between NOK

300 and 500 million by issuing new shares in the Company through an accelerated

bookbuilding process (the "Offer Shares").

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 a wind

farm investment and the acquisition of five hydro power assets, which require

equity financing, in addition to an in-house developed shallow water windfarm.

Wind farm investment and acquisition of hydro power assets in Norway

Cloudberry has entered a share purchase agreement for the acquisition of up to

33.4% of the shares in Odal Vindkraftverk AS (the "Odal Windfarm") with an

estimated equity requirement of up to NOK 359 million for completion of

construction. The Odal Windfarm is developed together with experienced partners

KLP and Akershus Energi, and Cloudberry will add value as a financial sponsor

and industrial partner in the project.  Commenting on Cloudberry's

participation, Eskil Lunde Jensen, CEO at Akershus Energi says: "We are pleased

to welcome Cloudberry as a partner in the project. With their industrial

perspective and existing investments in wind power and hydropower, Cloudberry

will increase the total competence and contribute valuable experience to the

partnership".

Furthermore, Cloudberry intends to acquire five Norwegian hydro power assets

with an estimated equity consideration of NOK 121 million. The Company has

secured exclusivity to acquire the hydro power assets, and targets to agree and

execute customary transaction documents before year end 2020.

In-house development of shallow water windfarm in Sweden

In addition, following the conditional sale of 80% of a 100 MW near-shore

shallow water windfarm at Vänern, Sweden to Downing LLP, the Company intends to

retain a 20% paying interest in the project developed in-house by Cloudberry.

CEO comment

"Cloudberry is on a growth journey in the Nordic wind and hydro power market. We

started the year with an annual net production capacity of 11 GWh, and today we

have a net secured production of 160 GWh. By realising our growth opportunities

in Odal Windfarm, the hydro assets and Vänern, we will approximately triple our

net secured production, taking the figure to 449 GWh", says Anders Lenborg, CEO

of Cloudberry.

Credit facility from Fontavis secured

Cloudberry has secured NOK 237 million in available funds through a credit

facility provided by Fontavis at attractive terms, which enables it more

flexibility with regards to financing of the Growth Opportunities. With the

credit facility fully drawn, Cloudberry will have sufficient cash on its balance

sheet to finance the Growth Opportunities at the minimum Private Placement

transaction size of NOK 300 million.

Investor presentation

An updated Company presentation describing the Growth Opportunities in more

detail is available on the Company's website www.cloudberry.no and attached to

this notice.

Information on the contemplated Private Placement

The Managers have received indications for subscriptions in the Private

Placement from the following primary insiders and large shareholders in the

Company:

· Havfonn AS and Snefonn AS, both represented on the board of directors of the

Company (the "Board") by Morten Bergesen, have indicated interest to subscribe

for a total of NOK 50 million.

· Joh Johannson Eiendom AS has indicated interest to subscribe for NOK 50

million.

· CCPartner AS, wholly owned by Frank J. Berg, chairman of the Board, has

indicated interest to subscribe for NOK 5 million.

· Lenco AS, wholly owned by Anders Lenborg, CEO in the Company, has indicated

interest to subscribe for NOK 2 million.

· Lotmar Invest AS, wholly owned by Jon Gunnar Solli, COO in the Company, has

indicated interest to subscribe for NOK 100,000.

The final number of Offer Shares to be issued in the Private Placement and the

subscription price for the Offer Shares will be determined by the Board and

requires approval from an Extraordinary General Meeting (the "EGM").

The Application Period for the Private Placement will commence on 9 December

2020 at 09:00 CET and is expected to close on 11 December 2020 at 14:00 CET. The

Company, after consultation with the Managers, reserves the right to at any time

and in its sole discretion resolve to close or to extend the Application Period

or to cancel the Private Placement in its entirety without further notice. If

the Application Period is shortened or extended, any other dates referred to

herein may be amended accordingly.

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, the Prospectus Regulation and

ancillary regulations, are available. The allocation will be made at the sole

discretion of the Board after input from the Managers. Allocation will be based

on criteria such as (but not limited to), current ownership in the Company,

price leadership, timeliness of the application, relative order size, sector

knowledge, perceived investor quality and investment horizon. The Board may, at

its sole discretion, reject and/or reduce any applications. There is no

guarantee that any applicant will be allocated Offer Shares. The Offer Shares

will be issued based on an EGM expected to be held on or about 21 December 2020

to resolve the share issue. The Private Placement will be settled with new

shares in the Company to be listed on Euronext Growth Oslo. 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 Norwegian Registry of Business Enterprises

("Brønnøysundregisteret") whereby the Managers will settle on a delivery versus

payment basis to the investors. The Company will announce the results of the

Private Placement in a stock exchange announcement expected to be published

before opening of markets, 14 December 2020 (subject to any changes to the

Application Period).

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

equal treatment obligations under the Norwegian Securities Trading Act and Oslo

Børs' Circular no. 2/2014, and is of the opinion that the proposed Private

Placement is in compliance with these requirements. The Board has considered

alternative structures for the raising of new equity. Following careful

considerations, the Board is of the view that it will be 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

transaction as a private placement, the Company expects to be in a position to

complete the share issue in today's market conditions in an efficient manner to

finance the Growth Opportunities. In the assessment it has also been taken into

consideration that the Private Placement is subject to a publicly announced book

-building process.

The Company may, subject to completion of the Private Placement, and certain

other conditions, propose to carry out a subsequent offering of new shares

which, subject to applicable securities law, will (subject to changes to the

Application Period) be directed towards existing shareholders in the Company as

of 11 December 2020 (as registered in the VPS two trading days thereafter), who

(i) were not allocated Offer Shares in the Private Placement, and (ii) 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.

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 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 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.