Cloudberry Clean Energy ASA

Share Issue/Capital Change • Dec 8, 2021

Cloudberry Clean Energy ASA | Successful Completion of NOK 600 million Private Placement

Cloudberry Clean Energy ASA | Successful Completion of NOK 600 million 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

Reference is made to the stock exchange notice published on 8 December 2021

regarding the contemplated private placement of new shares (the "Private

Placement") in Cloudberry Clean Energy ASA ("Cloudberry" or the "Company").

Cloudberry is pleased to announce that a total of 41,379,310 new shares (the

"Private Placement Shares") have been allocated in the Private Placement, at a

subscription price of NOK 14.50 per Private Placement Share (the "Offer Price"),

raising gross proceeds of approximately NOK 600 million. The Private Placement

attracted strong interest from high quality institutional investors in the

Nordics and internationally. Carnegie AS and Pareto Securities AS acted as Joint

Global Coordinators and Joint Bookrunners together with Skandinaviska Enskilda

Banken AB (publ) as Joint Bookrunner (collectively referred to as the "Joint

Bookrunners") in connection with the Private Placement.

The Private Placement and delivery of the Private Placement Shares will be

carried out by issuance of; (i) 38,750,000 new shares in the Company (equal to

approx. 19.99% of the share capital outstanding prior to completion of the

Private Placement) (the "Offer Shares"), in a tranche of shares to be delivered

to investors in the form of existing shares in the Company and which are

tradeable on Oslo Børs upon allocation; and (ii) 2,629,310 additional offer

shares (the "Additional Offer Shares") in a separate tranche of shares which

will not be listed on Oslo Børs until publication by the Company of a listing

prospectus. The Additional Offer Shares will be delivered to one investor that

have agreed to be allocated Additional Offer Shares in the Private Placement.

The net proceeds from the Private Placement will be used to finance acquisition

and construction costs of the Company's Kafjärden onshore wind farm project

(approx. NOK 200 million), retaining an increased ownership share (approx. 50%)

in the Company's Stenkalles Grund shallow water wind farm project through

construction (approx. NOK 240 million), the potential acquisition of Captiva

(approx. NOK 48 million) and further growth opportunities. In the event of non

-completion of the Captiva acquisition, the proceeds related to the acquisition

will be used to finance other growth opportunities.

The following primary insiders and close associates of primary insiders have

subscribed for and been allocated new shares in the Private Placement, which is

regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014:

· Havfonn AS, a company closely related to the board member Morten Bergesen,

was allocated 3,447,668 new shares in the Private Placement and will, following

completion of the Private Placement, hold 19,600,264 shares in the Company.

· Snefonn AS, a company closely related to the board member Morten Bergesen,

was allocated 2,509,770 new shares in the Private Placement and will, following

completion of the Private Placement, hold 14,268,242 shares in the Company.

· Viva North AS, a company closely related to the Company's CDO Tor Arne

Pedersen, was allocated 34,482 new shares in the Private Placement and will,

following completion of the Private Placement, hold 139,128 shares in the

Company.

· Cappadocia AS, a company closely related to the Company's CSO Suna F. Alkan,

was allocated 3,448 new shares in the Private Placement and will, following

completion of the Private Placement, hold 233,448 shares in the Company.

· Lotmar Invest AS, a company closely related to the Company's COO Jon Gunnar

Solli, was allocated 6,896 new shares in the Private Placement and will,

following completion of the Private Placement, hold 600,498 shares in the

Company.

Detailed information on the PDMR/PCA trades will be disclosed separately.

The Private Placement has been resolved by the board of directors of Cloudberry

(the "Board"). The settlement of the Offer Shares is conditional upon, without

limitation, payment of the Offer Shares and the settlement of the Additional

Offer Shares is conditional upon, without limitation, payment of the Additional

Offer Shares and registration of the share capital increase relating to the

Private Placement in the Norwegian Register of Business Enterprises (the

"NRBE").

Delivery of the Offer Shares allocated in the Private Placement will, in order

to facilitate delivery-versus-payment (DVP), be made by delivery of existing and

unencumbered shares in the Company already admitted to trading on Oslo Børs,

pursuant to a share lending agreement entered into between the Company, the

Joint Bookrunners and certain existing shareholders (the "Share Lending

Agreement"). The Offer Shares delivered to the subscribers will thus be tradable

from allocation. The Joint Bookrunners will settle the share loan with new

shares in the Company to be issued in connection with the Private Placement.

Notification of allocation and payment instruction is expected to be sent by the

Joint Bookrunners on or about 9 December 2021, the first day of trading for the

Offer Shares on Oslo Børs is expected to be on or about 9 December 2021 (T) and

the settlement date is expected to be on or about 13 December 2021 (DVP T+2).

The Additional Offer Shares will be registered with the VPS on a separate ISIN

from the existing shares of the Company, pending publication by the Company of a

listing prospectus (the "Listing Prospectus") and will not be tradable on Oslo

Børs until the Listing Prospectus has been approved by the Norwegian Financial

Supervisory Authority and published by the Company. Following publication of the

Listing Prospectus, the Additional Offer Shares will assume the same ISIN in the

VPS as the other outstanding shares in the Company and be tradable on Oslo Børs.

In connection with the Private Placement, the Company has agreed to a 90-day

lock-up for the Company, subject to customary exemptions.

Following registration of the Private Placement Shares with the NRBE, the

Company's share capital will be NOK 58,811,161.50, divided into 235,244,646

shares, each with a par value of NOK 0.25.

The Board has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act, the rules on equal

treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rules of equal

treatment. The Board is of the view that the 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.

The Company has resolved not to undertake a subsequent offering. In reaching

this conclusion, the board inter alia emphasised that:

· The Offer Price is based on the investor interest obtained following a pre

-sounding of the Private Placement with wall-crossed investors and a publicly

announced accelerated book-building process, and the subscription price

represents professional investors' view of the market price for the Company's

shares in a share offering of this size;

· The subscription price represented a limited discount to the closing price

of the Company's shares on the Oslo stock exchange before announcement of the

Private Placement on 8 December 2021 (approx. 4.61% discount to the closing

share price on 8 December 2021).

· By structuring the transaction as a private placement, the Company has been

able to place the share issue in today's market conditions in an efficient

manner and at a higher subscription price than would have been the case for a

rights issue.

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

Advokatfirmaet Grette AS acted as legal advisor to the Joint Bookrunners.

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

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading

Act. This stock exchange announcement was published by Suna Alkan, CSO at

Cloudberry Clean Energy ASA on 8 December, 2021, at 23:35 CET.

About Cloudberry

Cloudberry is a renewable energy company operating in the Nordics and in

accordance with local tradition. The Company owns, develops, and operates

hydropower plants and wind farms in Norway and Sweden. Cloudberry is powering

the energy transition to a sustainable future by providing new renewable energy

today and for future generations. The Company believes in a fundamental long

-term demand for renewable energy in Europe. With this as a fundament,

Cloudberry is building a sustainable, scalable, efficient, and profitable

platform for creation of shareholder value. Cloudberry`s shares are traded on

Oslo Stock Exchange's main list (Oslo Børs), supported by strong owners and led

by an experienced team and board. The Company has offices in Oslo, Norway (main

office) and Karlstad, Sweden. To learn more about Cloudberry, go to

http://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 Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Joint

Bookrunners nor any of their respective affiliates accepts any liability arising

from the use of this announcement.