Belships

Share Issue/Capital Change • May 28, 2019

Belships ASA : Contemplated Private Placement

Belships ASA : Contemplated Private Placement

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 28 May 2019

Belships ASA (OSE: BEL; "Belships" or the "Company") has retained Danske Bank

Norwegian Branch, DNB Markets, a part of DNB ASA, and Pareto Securities AS

(together, the "Managers") as Joint Lead Managers and Bookrunners, to advise on

and effect a private placement of new shares (the "Offer Shares"), directed

towards Norwegian and international investors, subject to applicable exemptions

from relevant registration, filing and prospectus requirements, and subject to

other applicable selling restrictions, after the close of Oslo Stock Exchange

today (the "Private Placement").

Through the Private Placement, the Company seeks to raise up to the NOK

equivalent of USD 15 million. The price in the Private Placement has been set to

NOK 7.00 per share.

The following persons associated with the Company will participate in the

Private Placement by applying for a total of 237,500 Offer Shares: Peter

Frølich, Chairman of the Board: 75,000 Offer Shares, Birthe Cecilie Lepsøe,

Board member: 7,500 Offer Shares, Jorunn Seglem, Board member: 35,000 Offer

Shares, Torinitamar AS, a company controlled by CEO Lars Christian Skarsgård:

35,000 Offer Shares, Krino Invest AS, a company controlled by CFO Osvald

Fossholm: 35,000 Offer Shares and Jan Erik Sivertsen, CEO of Kontrari AS and

Kontrazi AS: 50,000 shares.

Net proceeds from the Private Placement will be used to support the Company's

stated strategy to grow accretively as a fully integrated shipowner and operator

of geared dry bulk vessels, including financing of the cash consideration

associated with future vessel acquisitions, as well as general corporate

purposes.

As noted in the Company's Q1 report, Belships has a positive outlook on the dry

bulk market, and believes it can sustain its strong performance relative to the

market. The three recently agreed vessel acquisitions demonstrates the Company's

ability to develop attractive vessel acquisition opportunities, and the sellers'

acceptance of receiving partial or full consideration in Belships shares has

allowed Belships to broaden and strengthen its shareholder base, increase free

float in the share, and execute these three vessel acquisitions with a positive

impact on the Company's available liquidity. Simultaneously, it demonstrates the

sellers' trust and belief in Belships' technical and commercial platform, and

ability to deliver strong relative performance going forward. While the Company

believes additional "ship for shares" transactions may be available also going

forward, the Company wishes to retain the flexibility to execute on growth

opportunities which may require partial or full settlement in cash.

* The application period for the Private Placement opens today at 16:30 CEST

on 28 May 2019 and closes at 08:00 CEST on 29 May 2019. The Company and the

Managers may at their sole discretion extend or shorten the application

period at any time and for any reason. If the application period is extended

or shortened the 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 the

Norwegian Securities Trading Act and ancillary regulations, or similar

legislation in other jurisdictions, are available.

* Allocation of the Offer Shares will be determined at the end of the

application period, and final allocation will be made by the Company's Board

of Directors at its sole discretion.

* Completion of the Private Placement is subject to approval by the Board of

Directors pursuant to an authorisation granted by the Company's general

meeting held 23 May 2019.

* Notification of allocation is expected to be sent by the Managers on or

about 29 May 2019.

* Allocated subscription shares will be delivered on or about 3 June 2019 on a

DVP (Delivery versus Payment) basis. Subscribers will receive existing and

unencumbered shares in the Company already listed on the OSE pursuant to a

share lending agreement, and the shares will be tradeable upon allocation.

* The Private Placement is not subject to receiving applications for or the

issuance of a minimum number of Offer Shares, and the Private Placement

could therefore be completed at a lower amount than USD 15 million.

* The Company and the Managers reserve the right, at any time and for any

reason, to cancel and/or modify the terms of the Private Placement.

Subject to completion of the Private Placement, the Company will consider to

carry out a subsequent repair offering directed at its existing shareholders as

of close of trading 28 May 2019, as subsequently recorded in the VPS on 31 May

2019, who were not allocated shares in the Private Placement and who are not

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

jurisdictions other than Norway, would require any prospectus, filing,

registration or similar action.

For further information, please contact Lars Christian Skarsgård, Belships CEO,

phone +47 977 68 061 or e-mail LCS@belships.no.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.

Important information: The release is not for publication or distribution, in

whole or in part directly or indirectly, in or into Australia, Canada, Japan or

the United States (including its territories and possessions, any state of the

United States and the District of Columbia). This release is an announcement

issued pursuant to legal information obligations, and is subject of the

disclosure requirements pursuant to section 5-12 of the Norwegian Securities

Trading Act. It is issued for information purposes only, and does not constitute

or form part of any offer or solicitation to purchase or subscribe for

securities, in the United States or in any other jurisdiction. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act.

The Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions. The distribution of this release

may in certain jurisdictions be restricted by law. Persons into whose possession

this release comes should inform themselves about and observe any such

restrictions. Any failure to comply with these restrictions may constitute a

violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the

Private Placement and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement and/or any other matter referred to

in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.