Himalaya Shipping

Share Issue/Capital Change • Dec 12, 2023

Himalaya Shipping Ltd. (HSHP) - Contemplated Private Placement of USD 17.5 million

Himalaya Shipping Ltd. (HSHP) - Contemplated Private Placement of USD 17.5 million

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR

ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD

BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR

SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Hamilton, Bermuda, 12 December 2023

Himalaya Shipping Ltd. (NYSE and Euronext Expand: HSHP) (the "Company") hereby

announces a contemplated private placement (the "Private Placement") of the NOK

equivalent of USD 17.5 million in new shares (the "Offer Shares"), each with a

par value of USD 1.00. The subscription price per Offer Share (the "Offer

Price"), which will be denominated in NOK, and the final number of Offer Shares,

will be set in accordance with directions from the Company's board of directors

(the "Board") based on an accelerated bookbuilding process conducted by the

Managers (as defined below).

The Offer Shares will upon delivery be recorded in Euronext Securities Oslo

("Euronext VPS"). No Offer Shares will be offered or sold to the public in the

United States or in transactions on the New York Stock Exchange.

Proceeds from the offering will be used to fully finance the Company's

newbuilding program, and build working capital. The Company's CEO, Herman

Billung, states that "The Private Placement strengthens Himalaya's balance

sheet, and positions the Company to commence monthly dividend payments starting

in Q1 2024, when 9 of the 12 ships have been delivered. All 12 newbuildings are

scheduled to be delivered and in operation by July 2024."

The bookbuilding period in the Private Placement (the "Bookbuilding Period")

commences today on 12 December 2023 at 22:00 (CET) and closes on 13 December

2023 at 08:00 hours (CET). The Company may, in its own discretion, extend or

shorten the Bookbuilding Period at any time and for any reason. If the

Bookbuilding Period is extended or shortened, any other dates referred to herein

may be amended accordingly.

Drew Holdings Ltd. ("Drew") has pre-committed to subscribe for the NOK

equivalent of USD 4.5 million in Offer Shares at a price equal to the closing

trading price of the Company's shares on Euronext Expand. Drew is closely

associated to Mr. Tor Olav Trøim, as Drew is wholly owned by Drew Trust, a trust

established in Bermuda for the benefit of Mr. Trøim and his immediate family,

and Drew controls approximately 32.6% of the shares of the Company. In addition,

Bjørn Isaksen, director in the Company, and Herman Billung, contracted CEO of

the Company, have pre-committed to subscribe for 50,000 and 4,000Offer Shares

respectively, at a price equal to the closing trading price of the Company's

shares on Euronext Expand. Further, the Company has received significant

interest from a limited pre sound of the largest existing shareholders such that

the Private Placement is fully covered based on indications of interest at the

start of the Bookbuilding Period. In case of strong demand during the

Bookbuilding Period, these investors' may be scaled down.

The Private Placement will be directed towards Norwegian and international

investors subject to and in compliance with applicable exemptions from relevant

registration, filing and prospectus requirements, and subject to other

applicable selling restrictions. The minimum application and allocation amount

in the Private Placement has been set to the NOK amount equivalent to EUR

100,000. The Company may, however, 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 Regulation (EU)

2017/1129 (the "EU Prospectus Regulation") and ancillary regulations, are

available.

The conditional allocation of Offer Shares will be determined by the Board at

its sole discretion, in consultation with the Managers following the expiry of

the Bookbuilding Period. Delivery of the Offer Shares allocated in the Private

Placement is expected to be settled through a delivery versus payment ("DVP"),

expected on or about 15 December 2023. The Offer Shares are expected to be pre

-paid by the Managers, pursuant to a pre-payment arrangement, to facilitate

prompt issue of the Offer Shares.

The completion of the Private Placement is subject to (i) all necessary

corporate resolutions being validly made by the Company, including the approval

by the Board, and the Board's resolution to allocate and issue the Offer Shares,

and (ii) the issuance of the Offer Shares in Euronext VPS having taken place

(the "Conditions"). 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

without notice. Neither the Managers nor the Company will be liable for any

losses incurred by applicants if the Private Placement is cancelled or modified,

irrespective of the reason for such cancellation or modification.

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

obligations under the Norwegian Securities Trading Act and 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 rule of equal

treatment, and the Board is of the opinion that the contemplated transaction is

in compliance with these requirements and guidelines. The Board has concluded

that offering of new shares in a private placement, on a price equal to the

prevailing market price, and with limited dilution, at this time to be in the

common interest of the Company and its shareholders.

Clarksons Securities AS and Arctic Securities AS act as joint managers and

bookrunners in connection with the Private Placement (the "Managers"). Ro

Sommernes advokatfirma DA is acting as legal advisor to the Company in

connection with the Private Placement.

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

Market Abuse Regulation and subject to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice

was published by Herman Billung, Contracted CEO, on the date and time as set out

in the release.

About Himalaya Shipping Ltd.: Himalaya Shipping Ltd. is an independent bulk

carrier company, incorporated in Bermuda. Himalaya Shipping has six vessels in

operation and six Newcastlemax dry bulk vessels under construction at New Times

Shipyard in China. The six vessels under construction are expected to be

delivered by July 2024.

Important note: This announcement is not being made in or into Canada,

Australia, Japan, Hong Kong or in any other jurisdiction where it would be

prohibited by applicable law. This distribution is for information purposes only

and does not constitute or form part of an offer or solicitation of an offer to

purchase or subscribe for securities in the United States ("U.S.") or in any

jurisdiction in which, or to any persons to whom, such offering, solicitation or

sale would be unlawful prior to registration or qualification under the

securities laws of any jurisdiction. The securities referred to herein have not

been and will not be registered under the U.S. Securities Act of 1933 (the "U.S.

Securities Act") or applicable state securities laws and may not be offered or

sold in the United States or to U.S. persons unless such securities are

registered under the U.S. Securities Act, or an exemption or exclusion from the

registration requirements of the U.S. Securities Act is available.

Forward looking statements: This announcement includes forward-looking

statements within the meaning of Section 21E of the Securities Exchange Act of

1934, including a potential issuance of Offer Shares, the conditions to the

Private Placement, the use of proceeds therefrom, expected timing of the Private

Placement  and other statements relating to the Private Placement, the

expectation about positioning the Company for dividend payments in Q1 2024,

statements about indications of interest and the book being covered based on

indications of interest, and other non-historical statements. These forward

-looking statements are subject to numerous risks, uncertainties, and

assumptions, including risks relating to the contemplated Private Placement,

including conditions to completion of the Private Placement, risks related to

the Private Placement, risk related to potential dividend payment, and other

risks included in our filings with the Securities and Exchange Commission

including those set forth under "Risk Factors" in our Registration Statement on

Form F-1/A filed with the U.S. Securities and Exchange Commission, and in

prospectus filed with the Norwegian Financial Supervisory Authority (FSA).

Forward-looking statements reflect knowledge and information available at, and

speak only as of, the date they are made. Except as required by law, the Company

undertakes no obligation to update or revise publicly any forward-looking

statements, whether because of new information, future events or otherwise,

after the date hereof or to reflect the occurrence of unanticipated events.

Readers are cautioned not to place undue reliance on such forward-looking

statements.