Norsk Renewables AS: Contemplated private placement.

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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, 13 February 2024: Reference is made to the stock exchange announcement
published by Norsk Renewables AS ("Norsk Renewables" or the "Company") on 29
January 2024, where the Company announced that it was considering raising a
minimum amount of NOK 30 million in the form of a share issue. The Company
hereby announces a contemplated private placement with gross proceeds in the
range of NOK 30 million to NOK 45 million (the "Offer Size") by issue of new
shares (the "Offer Shares") in the Company (the "Private Placement"). The
subscription price per Offer Share in the Private Placement will be at a fixed
price of NOK 0.30 (the "Offer Price"). Valinor AS ("Valinor"), the largest
shareholder in the Company with approx. 53.1% of the shares outstanding, has
pre-committed to subscribe for, and will be allocated, NOK 30 million at the
Offer Price in the Private Placement (the "Pre-Committing Investor"). The
Company's board of directors (the "Board") may propose a Subsequent Offering (as
defined below) towards existing shareholders not participating in the Private
Placement.
The Offer Price has been determined by Valinor after extensive market sounding
of potential investors, first announced in November 2023 and subsequently in
January 2024. Due to insufficient interest from the capital market to support
the Company, Valinor has decided to support the Company and will subscribe for
NOK 30 million in the Private Placement which covers the low end of the Offer
Size range.
The net proceeds to the Company from the Private Placement will be used to cover
development expenses to further develop the Company's significant project
pipeline in South Africa to the ready-to-build stage as well as for general
operating expenses through 2024.

"As a growth company, Norsk Renewables is dependent on attracting equity to fund
our operations and capital expenditures. Faced with a very challenging capital
market for green energy solutions, Norsk Renewables is grateful to have the
continued support of our largest shareholder, Valinor. 
In my relatively short period at Norsk Renewables, I have seen Valinor showcase
their strong belief in the Company. Firstly, through the joint venture in South
Africa that takes our combined portfolio to 915 MW across solar, wind and BESS.
This transaction was announced Q4 2023 and is expected to close in first half of
2024. And secondly, through now committing further capital to the Company
despite the market conditions. Their continued support is essential for Norsk
Renewables in a critical phase to ensure that we can cover expenses to further
develop the significant project pipeline in South Africa to ready-to-build stage
as well as to cover general operating expenses through 2024.
On behalf of the entire team at Norsk Renewables, I would like to extend our
sincere thanks to Valinor for their commitment." says Torbjørn Elliot
Kirkeby-Garstad, CEO of Norsk Renewables. 

*Timeline and terms of the Private Placement*
The Company has appointed Pareto Securities AS as sole global coordinator and
sole bookrunner in the Private Placement (the "Manager").

The application period in the Private Placement commences today, 13 February
2024, at 09:00 CET and close on 15 February 2024 at 16:30 CET (the "Application
Period"). The Company reserves the right, at its sole discretion, to extend or
shorten the Application Period at any time and for any reasons on short, or
without, notice. If the Application Period is extended or shortened, the other
dates referred to herein might be changed accordingly.
Allocation of Offer Shares (conditional upon approval by an extraordinary
general meeting (the "EGM") will be determined at the end of the Application
Period at the sole discretion of the Board in consultation with the Manager.
Allocation will be based on criteria such as (but not limited to)
pre-commitments (as described above), existing ownership in the Company,
timeliness of the application, relative order size, sector knowledge, perceived
investor quality and investment horizon. Notification of conditional allocation
will be distributed to the applicants in the Private Placement on or about 16
February 2024.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000 per investor. Existing shareholders in the
Company, with a pro-rata share of the Private Placement which is equal to or
higher than the minimum order and allocation in the Private Placement (2.53% -
3.80% of the shares outstanding in the Company dependent on the final Offer
Size), are exempt from this requirement. Further, the Company may, at its sole
discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the
extent permitted by applicable exemptions from the prospectus requirements
pursuant to the Norwegian Securities Trading Act (the "STA") and ancillary
regulations. Further selling restrictions and transaction terms will apply. 

*Timeline and settlement*
Settlement of the Private Placement is expected to be on or about 5 April 2024.
The allocated shares will be delivered to the applicant's account with Euronext
Securities Oslo, the Norwegian Central Securities Depository (the "VPS"), on a
delivery versus payment ("DVP") basis as soon as practicable after the
Conditions (as defined below) have been met. DVP settlement in the Private
Placement is expected to be facilitated through a pre-payment agreement between
the Company and the Manager.

*Conditions for completion of the Private Placement*
The completion of the Private Placement is subject to: (i) the Board resolving
to consummate the Private Placement and conditionally allocate the Offer Shares,
(ii) the EGM resolving to approve the Private Placement and issue the Offer
Shares, (iii) the pre-payment agreement remaining in full force and effect, (iv)
the share capital increase pertaining to the issuance of the Offer Shares being
validly registered with the Norwegian Register of Business Enterprises, and (v)
the allocated Offer Shares being validly issued and registered in the VPS
(together, the "Conditions").
The Pre-Committing Investor, holding approx. 53.1% of the Company's shares
outstanding, have undertaken to vote in favour of the Private Placement at the
EGM.
The Company reserves the right to cancel and/or modify the terms of the Private
Placement at any time and for any reason prior to notification of allocation.
The applicants also acknowledge that the Private Placement will be cancelled if
the conditions set out are not fulfilled. 
The Private Placement has been considered by the Board in light of the equal
treatment obligations under the STA section 5-14, section 2.1 of the Oslo Rule
Book II, and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion
that it is in compliance with these requirements and guidelines.  The issuance
of the Offer Shares is carried out as a private placement and combined with
focusing the  geographical footprint of the Company, other available funding
sources (including potential sale of operating assets) and other strategic
options, is expected to cover development expenses to further develop the
Company's significant project pipeline in South Africa to ready-to-build stage
and general operating expenses through 2024. Following the maturation of the
said portfolio in South Africa up to ready-to-build stage, further capital will
be needed to construct and complete the projects under the Company's current
strategy. By structuring the equity raise as a private placement, the Company is
able to efficiently raise the necessary capital for the abovementioned purposes.
In addition, the Company has received a pre-commitment from the Pre-Committing
Investor to reduce transaction risk. In order to limit the dilutive effect of
the Private Placement and to facilitate equal treatment, the Board will consider
to propose to carry out the Subsequent Offering directed towards shareholders
who were not participating in the Private Placement (see details below).
Finally, the Private Placement and ancillary corporate resolutions, are subject
to approval by the EGM, at which the Company's shareholders will be given an
opportunity to express their opinion and vote over the related share capital
increase. On the basis of the above, and an assessment of the current equity
markets as advised by the Manager, the Company's need for funding, deal
execution risk and available alternatives, the Board is of the opinion that the
waiver of the preferential rights inherent in the Private Placement is in the
common interest of the Company and its shareholders.

*Subsequent Offering*
The Company may, subject to completion of the Private Placement, approval by the
EGM and certain other conditions, resolve to carry out a subsequent offering of
new shares in the Company at the Offer Price (the "Subsequent Offering"). Any
such Subsequent Offering, if applicable and subject to applicable securities
laws, will be directed towards existing shareholders in the Company as of 15
February 2024 (as registered in the VPS two trading days thereafter), who (i) do
not have a pro-rata share of the Private Placement which is equal to or higher
than the minimum order and allocation in the Private Placement (2.53% - 3.80% of
the shares outstanding in the Company dependent on the final Offer Size), (ii)
were not allocated Offer Shares in the Private Placement, and (iii) are not
resident in a jurisdiction where such offering would be unlawful or would (other
than Norway) require any prospectus, filing, registration or similar action.

*Legal advisor*
Advokatfirmaet Thommessen AS acts as legal counsel to the Company in connection
with the Private Placement and potential Subsequent Offering.

For further information, please contact: 
Ingrid Sara Grimstad Amundsgård
EVP Sustainability, HSE, Communications & Investor Relations
ingrid.sara@norskrenewables.com
+ 47 90135533 
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to the STA section 5-12.
This stock exchange announcement was published by Ingrid Sara Grimstad
Amundsgård, media contact at Norsk Renewables AS, on 13th of February 2024 at
07:30 CET.
***

About the company: Norsk Renewables is a vertically integrated independent power
producer with approximately 100 MW of solar power in operation or under
construction, combined with a 1 GW secured portfolio under development.
Expanding commercial offerings with wind and storage projects is in line with
the company`s strategy to replace consumers' energy consumption with 100%
renewable power.

IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. The Manager or any of its affiliates or any of its
respective directors, officers, employees, advisors or agents accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or for any loss
howsoever arising from any use of this announcement or its contents or otherwise
arising in connection therewith. This announcement has been prepared by and is
the sole responsibility of the Company.
 
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
 
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
 
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. 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).
 
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 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.
 
This announcement is made by, and is the responsibility of, the Company. The
Manager and its respective affiliates are acting exclusively for the Company and
no-one else in connection with the Private Placement. It will not regard any
other person as their respective clients in relation to the Private Placement
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 Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
 
In connection with the Private Placement, the Manager and any of its respective
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise. Accordingly, references in any subscription materials to the shares
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, such Manager and any of its respective affiliates acting
as investors for their own accounts. The Manager does 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.
 
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", "aim", "expect",
"anticipate", "intend", "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 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Manager and its respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.