Himalaya Shipping

Share Issue/Capital Change • Mar 19, 2025

Himalaya Shipping Ltd. (HSHP) Private Placement

Himalaya Shipping Ltd. (HSHP) Private Placement

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, 19 March 2025

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

pleased to announce the completion of a private placement (the "Private

Placement") of the NOK equivalent of approximately USD 15 million in 2,650,000

new shares (the "Offer Shares"), each with a par value of USD 1.00. The

subscription price per Offer Share is NOK 60.50 (the "Offer Price"), the NOK

equivalent to the USD closing price on the New York Stock Exchange ("NYSE") on

19 March 2025.

The purpose of the Private Placement is to attract key, strategic shareholders

to the Company, and to raise proceeds to be used for general corporate

purposes.

The Company has, after being approached by a high-quality strategic investor,

directed the Private Placement primarily towards this investor, subscribing

for the NOK equivalent to USD 10 million in the Private Placement. Further,

certain members of the Company's board, management and certain proactive key

shareholders, including Drew Holdings Ltd., have requested and been allocated

Offer Shares.

The Company's CEO, Herman Billung, says the following: "We are excited about a

strong new strategic shareholder, and we think over time it can bring more

value than just capital to the Company. The increased investor interest in

Himalaya Shipping is a testament to the quality of the ships and our solid

operations. With USD 15 million of additional working capital, an improving

market, and no further expected significant investment plans, we will be able

to accelerate further returns to our shareholders."

The issue and allocation of Offer Shares have today been resolved by the

Company's board of directors (the "Board"). The date for settlement of the

Offer Shares allocated in the Private Placement is expected to be on or about

26 March 2025 through a delivery versus payment settlement ("DVP"). The Offer

Shares are expected to be pre-paid by the Managers, pursuant to a pre-payment

arrangement, to facilitate prompt issuance of the Offer Shares. The Company

may, at its own discretion, change the date for settlement at any time and for

any reason. The Offer Shares will upon delivery be recorded in Euronext

Securities Oslo (the VPS). No Offer Shares will be offered or sold to the

public in the United States or in transactions on the NYSE. The Private

Placement is conditional upon the settlement for the Offer shares as described

above.

The Private Placement has been 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 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 structuring the transaction as a private placement is in the

common interest of the Company and its shareholders, having taken into account

the obligation of equal treatment of shareholders. Key considerations in this

respect are the fact that the capital market is currently experiencing

significant volatility due to inter alia substantial geopolitical uncertainty,

that the private placement is carried out at the prevailing market price

immediately prior to the completion of the Private Placement, and the cost and

effectiveness of a private placement makes it appropriate for the transaction

in question.

Clarksons Securities AS acts as Joint Lead Manager and Bookrunner and Fearnley

Securities AS as Joint Lead Manager in connection with the Private Placement

(jointly 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 Alfi Lao, Chief Accounting Officer, 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 twelve

Newcastlemax dry bulk vessels in operation.

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

closing of the Private Placement, expectations regarding dividends and other

statements relating to the Private Placement, and other non-historical

statements. These forward-looking statements are subject to 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 and other risks included in

our filings with the Securities and Exchange Commission including those set

forth under "Item 3. Key Information --- D. Risk Factors" in our Annual Report

on Form 20-F for the year ended December 31, 2023, 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.