NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.

HydrogenPro AS: Contemplated private placement and listing on Merkur Market

Oslo, 28 September 2020. HydrogenPro AS (“HydrogenPro” or the “Company”) has engaged Pareto Securities AS (the “Manager”) to advise on and effect a contemplated private placement of up to NOK 520 million in new and existing shares in the Company (the “Private Placement”). The Private Placement will comprise an offer of up to 22,421,500 new shares (the «New Shares») raising gross proceeds to the Company of up to approx. NOK 500 million (the “Primary Offering”) and a sale of up to 896,800 existing shares  with gross proceeds of up to approx. NOK 20 million from founder & CBDO Richard Espeseth (the “Secondary Offering”).

The net proceeds from the Primary Offering will predominantly be used to fund working capital, expansion of the organization, supply chain development and general corporate purposes.

The price per share in the Private Placement has been set to NOK 22.30, implying a value of the Company’s currently issued and outstanding shares of approx. NOK 700 million. Five cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares for NOK 250 million: NOK 120 million from DNB Asset Management AS, NOK 50 million from Klaveness Marine Finance AS, NOK 30 million from Sissener AS, NOK 25 million from Pareto Asset Management AS and NOK 25 million from Erste Asset Management GmbH.

The application period in the Private Placement will commence today, 28 September 2020 at 09:00 CEST and close on 30 September 2020 at 16:30 CEST. The Manager and the Company may, however, at any time resolve to close or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

HydrogenPro will apply for admission to trading of the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 14 October 2020.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

The completion of the Private Placement is subject to (i) corporate resolutions of the Company required to implement the issue of the New Shares, including the Company’s board of directors’ resolution to proceed with the Private Placement and an extraordinary general meeting’s resolution to issue the New Shares, currently expected held on or about 8 October 2020, and (ii) registration in the Norwegian Register of Business Enterprises of the share capital increase pertaining to the New Shares, and (iii) the New Shares being issued in VPS.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

HydrogenPro in brief:

HydrogenPro was founded in 2013 and the Company’s principal business it to provide customised turn-key plants for large-scale production of green hydrogen to global industrial clients. The Company’s activities include design, engineering and optimization of such plants, purchasing of parts, components and sub-systems for integration into complete plants and systems for hydrogen production. The activities also include commissioning and testing of such plants before they are accepted by clients of the Company. As part of its business model, the Company will also seek to secure service and maintenance agreements related to such hydrogen production plants.

We aim to be a world leading designer and supplier of alkaline electrolyser technology plants and solutions that meet the highest requirements for safety, reliability, and long lifetime at competitive cost.

By combining in-depth knowledge from the electrolyser industry with innovative design and technologies, HydrogenPro continuously aspire to pioneer game-changing ideas and solutions to realise and maximise new opportunities in a smarter, sustainable and hydrogen powered future. The Company has been chosen supplier for several important contracts within the large-scale segment of the electrolyser market during the last couple of years and is now preparing itself for execution of these projects. HydrogenPro will shortly embark on a program to strengthen its organisation and recruit new talent interested in building a company which offer truly sustainable energy solutions for the future.

Advisors:

Pareto Securities AS is engaged as financial advisors to the Company and as Manager and Bookrunner in connection with the Private Placement and Listing. Advokatfirmaet Selmer AS is acting as legal advisor to HydrogenPro, while Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager.

For more information, please contact:

Mårten Lunde, CEO
+47 48 14 84 51
marten@hydrogen-pro.com

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. 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.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the «Securities Act»), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to «qualified institutional buyers» as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression «Prospectus Regulation» means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.

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 «believe», «expect», «anticipate», «strategy», «intends», «estimate», «will», «may», «continue», «should» 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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