Cloudberry Clean Energy ASA

Share Issue/Capital Change • Sep 22, 2022

Cloudberry Clean Energy ASA - Contemplated Private Placement

Cloudberry Clean Energy ASA - Contemplated 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

Cloudberry Clean Energy ASA ("Cloudberry" or the "Company") has retained

Carnegie AS, Jefferies GmbH and Pareto Securities AS as Joint Global

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

to advise on and effect a contemplated private placement of new ordinary shares

in the Company (the "Offer Shares") for gross proceeds of NOK 500 - 800 million

directed towards Norwegian and international investors, subject to and in

compliance with applicable exemptions from relevant prospectus or registration

requirements (the "Private Placement").

The subscription price per Offer Share (the "Offer Price") and the final number

of Offer Shares to be issued will be determined by the Company's board of

directors (the "Board"), in consultation with the Managers, on the basis of an

accelerated book building process to be conducted by the Managers.

The net proceeds from the Private Placement will be used as follows: As

communicated in the Company's Q2 report, the Company's total portfolio comprises

324 MW, of which 270 MW has financing. NOK 500 million will be used towards

funding the remaining c. 50 MW in the portfolio; Funds raised above NOK 500

million will be used towards optimising and enhancing the capacity of the

Company's existing assets and towards M&A, both identified and future

opportunities.

CEO comment

"Cloudberry is uniquely positioned in the Nordic renewable power market. The

contemplated transaction will enable us to fund our entire permitted in-house

hydro and wind development portfolio. Further we see several organic and in

-organic growth opportunities meeting our strict ESG and return requirements.",

says Anders Lenborg, CEO of Cloudberry.

Information on the contemplated Private Placement

The bookbuilding period for the Private Placement will commence on 22 September

2022 at 16:30 CEST and is expected to close on 23 September 2022 at 08:00 CEST

(the "Bookbuilding Period"). 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 Bookbuilding Period or to cancel the Private Placement in its

entirety without further notice. If the Bookbuilding Period is shortened or

extended, any other dates referred to herein may be amended accordingly.

The Company's three largest shareholders, combined representing a shareholding

of approx. 35%, have collectively subscribed for their pro-rata share in the

Private Placement.

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 (the "Share Lending Agreement") entered

into between the Company, Carnegie AS in capacity as Settlement Agent for the

Managers and certain existing shareholders (the "Share Lenders"). The Offer

Shares delivered to the subscribers will thus be tradable from notification of

allocation. The Settlement Agent will settle the share loan with new shares in

the Company to be issued in connection with the Private Placement pursuant to

the board authorisation granted by the Company's ordinary general meeting held

on 28 April 2022 (the "Board Authorisation").

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

Managers on or about 23 September 2022.

The completion of the Private Placement by delivery of Offer Shares to investors

is conditional upon, without limitation, the following conditions being

satisfied: (i) all necessary corporate resolutions being validly made by the

Company, including without limitation, the Board resolving to consummate the

Private Placement and issue the Offer Shares pursuant to the Board

Authorisation, pursuant to which the Board may also waive the pre-emption rights

of existing shareholders, and (ii) the Share Lending Agreement not being

terminated prior to allocation.

The first day of trading for the Offer Shares on Oslo Børs is expected to be on

or about 23 September 2022 (T) and the settlement date is expected to be on or

about 27 September 2022 (DVP T+2).

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. The Board will focus on criteria such as (but not limited to)

current ownership in the Company, pre-commitments, 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.

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

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

The Board 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 contemplated transaction will be 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 and at a higher

subscription price than would have been the case for a rights issue. 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 (the

"Subsequent Offering") which, subject to applicable securities law, will be

directed towards existing shareholders in the Company as of 22 September 2022

(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.

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

Norwegian law) and DLA Piper UK LLP acts as special US deal counsel (as to US

law). Advokatfirmaet Grette AS acts as legal advisor to the Managers (as to

Norwegian law).

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

Ole-Kristofer Bragnes, Senior Financial Officer, +47 917 03 415,

okb@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 Ole-Kristofer Bragnes,

Senior Financial Officer at Cloudberry Clean Energy ASA on 22 September, 2022,

at 16:30CEST.

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), Karlstad, Gothenburg and Eskilstuna, 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 have not been, and will not be, registered under

the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with

any securities regulatory authority of any state or jurisdiction of the United

States or under the securities laws or with any securities regulatory authority

of any state or other jurisdiction of the United States. Accordingly, 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. 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, amongst other things, the war in Ukraine and

the associated uncertainty in the European energy markets and supply situation,

and 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 these circumstances, 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.