Hunter Group ASA

Share Issue/Capital Change • Jan 10, 2024

Hunter Group ASA - Completed Private Placement

Hunter Group ASA - Completed Private Placement

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

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

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

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 10 January 2024

Hunter Group ASA (the "Company") refers to the stock exchange release of 10

January 2024 regarding a contemplated private placement of up to the NOK

equivalent to USD 12 million. The Company hereby announces that it has raised

NOK 124 million in gross proceeds through a private placement of 70,857,143 new

shares (the "New Shares"), each at a subscription price per share of NOK 1.75

(the "Offer Price") (the "Private Placement"). The Private Placement attractated

significant investor interest, and was more than two times oversubscribed.

The Company had appointed DNB Markets, a part of DNB Bank ASA ("DNB Markets")

and Fearnley Securities AS as Joint Bookrunners in connection with the Private

Placement (the "Managers").

The Company intends to use the net proceeds from the Private Placement to

strengthen the working capital in connection with two three-year back-to-back

charterparties on eco-design and scrubber fitted Very Large Crude Carriers

("VLCC"), one of which was placed on subjects on 10 January 2024 at USD 51,000

per day.

Notification of conditional allocation expected to be sent to the applicants by

the Managers on or about 11 January 2024.

The completion of the Private Placement is subject to (i) an extraordinary

general meeting (the "EGM") of the Company resolving the share capital increases

pertaining to the issuance of the Offer Shares and authorizing the Board to

resolve any Subsequent Offering (as defined and described below) expected on or

about 2 February 2024, and (ii) the registration of the Private Placement in the

Norwegian Register of Business Enterprises, and the issuance of the Offer Shares

in Euronext Securities Oslo (VPS) having taken place (collectively, the

"Conditions").

The Company's share capital following the Private Placement will be NOK

4,357,410.87, divided into 113,958,577 shares, each with a par value of NOK

0.038 (rounded) per share.

The Offer Shares allocated in the Private Placement are expected to be settled

on a delivery versus payment ("DVP") basis, for all investors except certain

existing shareholders, through a pre-funding agreement to be entered into

between the Company and the Managers, on or about 5 February 2024, following

satisfaction of the Conditions.

The Offer Shares will be delivered on a separate, temporary ISIN pending

approval of a prospectus by the Norwegian Financial Supervisory Authority and

will not be listed or tradable on Euronext Expand Oslo before the prospectus is

published (expected on or about 12 February 2024).

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the Offer Shares. The Board has considered the Private

Placement in light of the equal treatment obligations under the Norwegian Public

Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal

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

Exchange, and guidelines on the rule of equal treatment from Oslo Stock Exchange

and the Financial Supervisory Authority of Norway, at the latest the thematic

review published on 19 December 2023, and deems that the proposed Private

Placement is in compliance with these obligations. 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, in particularly considering the current

market conditions and to secure the financing of the charterparties in a more

certain and expedient manner in the current volatile capital markets. The

charterparties are deemed beneficial to the interest of the Company and its

shareholders and would not be obtainable by structures with longer lead time for

the financing such as a rights offering. By structuring the equity raise as a

private placement, the Company is expected to raise equity with a lower discount

to the current trading price, at a lower cost and with a significantly reduced

completion risk compared to a rights issue. All existing shareholders that

subscribed in the Private Placement were treated equally. The Board has also

taken into consideration that the Private Placement is based on a publicly

announced accelerated bookbuilding process, and that the Board intends to

conduct a subsequent offering.

Subject to, inter alia, completion of the Private Placement and approval by the

EGM, approval and publication of a prospectus and prevailing market price of the

Company's shares being higher than the Offer Price as determined by the Board,

the Board intends to conduct a subsequent offering of 14,200,000 new shares at

the Offer Price (the "Subsequent Offering"). A Subsequent Offering shall, if

made, and on the basis of the prospectus, be directed towards existing

shareholders in the Company as of 10 January 2024, as registered in the

Company's register of shareholders with Euronext Securities Oslo (VPS) on 12

January 2024, and 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 (the "Eligible

Shareholders"). The Eligible Shareholders are expected to be granted non

-tradable subscription rights. Oversubscription will be allowed. Subscription

without subscription rights will not be allowed. The subscription period in a

Subsequent Offering is expected to commence shortly after publication of the

prospectus. The Company will issue a separate stock exchange notice with further

details on the Subsequent Offering. The Company reserves the right in its sole

discretion to not conduct or to cancel the Subsequent Offering.

DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS act as Joint

Bookrunners in connection with the Private Placement. Ro Sommernes advokatfirma

DA acts 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 Lars M. Brynildsrud, CFO, on the date and time as set out in

the release.

Contact:

Erik A.S. Frydendal, CEO, ef@huntergroup.no, Ph.: +47 957 72 947

Lars M. Brynildsrud, CFO, lb@huntergroup.no, Ph.: +47 932 60 882

Forward looking statements: This announcement includes forward-looking

statements, relating inter alia to the charterparties, financing, VLCC rates,

prices, and values, the Private Placement, the Offer Shares, the conditions to

the Private Placement, the use of proceeds therefrom and other non-historical

statements, and the proposed Subsequent Offering. These forward-looking

statements are subject to numerous risks, uncertainties and assumptions, changes

in market conditions and other risks. 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 as a result 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.

Disclaimer: This announcement is made by, and is the responsibility of, the

Company. The Managers and their affiliates are acting exclusively for the

Company and no-one else in connection with the transactions described in this

announcement. They will not regard any other person as their respective clients

in relation to the transactions described in this announcement and will not be

responsible to anyone other than the Company, for providing the protections

afforded to their respective clients, nor for providing advice in relation to

the transactions described in this announcement, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers

and any of their affiliates, acting as investors for their own accounts, may

subscribe for or purchase securities and in that capacity may retain, purchase,

sell, offer to sell or otherwise deal for their own accounts in such securities

of the Company or related investments in connection with the transactions

described in this announcement or otherwise. Accordingly, references in any

subscription materials to the securities being issued, offered, subscribed,

acquired, placed or otherwise dealt in should be read as including any issue or

offer to, or subscription, acquisition, placing or dealing by, the Managers and

any of their affiliates acting as investors for their own accounts. The Managers

do not intend to disclose the extent of any such investment or transactions

otherwise than in accordance with any legal or regulatory obligations to do so.