Cloudberry Clean Energy ASA

Share Issue/Capital Change • Jun 1, 2021

Cloudberry Clean Energy ASA | Contemplated Private Placement of approx. NOK 1 billion

Cloudberry Clean Energy ASA | Contemplated Private Placement of approx. NOK 1 billion

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, 1 June 2021: Cloudberry Clean Energy ASA ("Cloudberry" or the

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

Coordinators and Joint Bookrunners and Skandinaviska Enskilda Banken AB (publ)

as Joint Bookrunner (collectively referred to as the "Joint Bookrunners") 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

approximately NOK 1 billion by issuing up to 80,000,000 new shares in the

Company (the "Offer Shares") at a fixed offer price of NOK 12.50 per offer share

(the "Offer Price").

The net proceeds from the Private Placement will be used for i) the construction

of two in-house wind developments at Hån and Duvhällen (NOK ~470 million), ii) a

capital structure adjustment in the Odal windfarm development (NOK ~70 million),

and iii) executing on M&A opportunities (several actionable M&A options

available that could be executed near-term, including strategic opportunities,

development assets and production assets across hydro and wind), accelerated

development of project portfolio, working capital requirements and general

corporate purposes.

CEO comment

"This transaction will support continued strong growth and value creation, and

we are pleased to see the support and interest from professional, long-term

investors across geographies. The capital raise represents an important

milestone, marking that Cloudberry's production portfolio, construction

portfolio and construction permit portfolio are fully financed. Combined with

the uplisting to Oslo Børs and access to an even broader investor base, we are

excited about the opportunities ahead as we continue to expand our portfolio of

hydro- and wind power assets in the Nordics", says Anders Lenborg, CEO of

Cloudberry.

Investor presentation

An updated company presentation is available on the Company's website

www.cloudberry.no and attached to this notice.

Information on the contemplated Private Placement

A group of cornerstone investors (the "Cornerstone Investors") have, subject to

customary terms and conditions, undertaken to subscribe for, and be allocated,

Offer Shares at the Offer Price for a total amount of NOK 877.3 million,

distributed as follows:

· NOK 200 million from Ferd AS

· NOK 180 million from SPSW Capital GmbH

· NOK 150 million from institutional clients actively managed by HRL Morrison

& Co

· NOK 87.3 million from Havfonn AS (a company closely related to Morten

Bergesen who is a member of the Company's board of directors (the "Board").

· NOK 40 million from Snefonn AS (a company closely related to Morten Bergesen

who is a member of the Board).

· NOK 75 million from Enkraft Partners GmbH

· NOK 60 million from Awilco AS and related parties

· NOK 50 million from Joh Johannson Eiendom AS

· NOK 35 million from Swedbank Robur Fonder AB

The Joint Bookrunners have also received pre-commitments for subscriptions in

the Private Placement for a total amount of NOK 1,600,000 from primary insiders

(other than Havfonn AS and Snefonn AS) in the Company, distributed as follows:

· Lenco AS, a company closely related to Anders Lenborg, CEO in the Company,

has indicated interest to subscribe for NOK 500,000.

· Lotmar Invest AS, a company closely related to Jon Gunnar Solli, COO in the

Company, has indicated interest to subscribe for NOK 500,000.

· Amandus Invest AS, a company closely related to Christian A. Helland, CVO in

the Company, has indicated interest to subscribe for NOK 100,000.

· Viva North AS, a company closely related to Tor Arne Pedersen, CDO in the

Company, has indicated interest to subscribe for NOK 100,000.

· Cappadocia Invest AS, a company closely related to Suna F. Alkan, CSO in the

Company, has indicated interest to subscribe for NOK 200,000.

· Marie Nygård Gulsvik, Group Accounting Manager in the Company, has indicated

interest to subscribe for NOK 200,000.

The completion of the Private Placement is subject to (i) the Board resolving to

consummate the Private Placement and allocate the Offer Shares, (ii) the

Company's extraordinary general meeting (the "EGM") resolving to consummate the

Private Placement and issue the Offer Shares, and (iii) registration of the new

share capital with the Norwegian Register of Business Enterprises (the "NRBE").

The application period for the Private Placement will commence on 1 June 2021 at

16:30 CEST and is expected to close on 2 June 2021 at 08:00 CEST (the

"Application Period"). The Company, after consultation with the Joint

Bookrunners, 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 Private Placement will be settled with new shares in the Company to be

listed on Euronext Growth Oslo. The Joint Bookrunners will enter into a pre

-payment agreement to ensure timely registration of the new share capital. The

investors allocated shares in the Private Placement will remain fully liable for

the payment of the Offer Shares allocated to them, irrespective of this pre

-payment arrangement.

The Offer Shares will be tradable following registration of the share capital

increase in the NRBE whereby the Joint Bookrunners will settle on a delivery

versus payment basis to the investors (T+2 settlement). The Company will

announce the results of the Private Placement in a stock exchange announcement

expected to be published after expiry of the Application Period. Notification of

conditional allocation is expected to be sent by the Joint Bookrunners on or

about 2 June 2021. Notice to the EGM will be given shortly after allocation of

the Offer Shares and is expected to be held on or about 17 June 2021.

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 Joint Bookrunners. Allocation will be based on criteria such as (but not

limited to), current ownership in the Company, 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.

Subject to completion of the Private Placement, the Company has agreed to a 90

-day lock-up for the Company, subject to customary exemptions as well as

relating share issuance under employee stock option and management remuneration

plans.

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

SANDS Advokatfirma DA acts 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 June 1, 2021, at 16:30 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 initiated preparations for listing on Oslo Stock Exchange's main

list (Oslo Børs) in 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 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.