NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND AND
SOUTH AFRICA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
 
Start of offer period for recommended voluntary cash offer to the shareholders
of Vow Green Metals AS 

Reference is made to the stock exchange announcement made on 16 May 2025, where
it was announced that Vow Green Metals AS (the "Company") and Midas Industri AS
(the "Offeror) had entered into a transaction agreement for an unregulated
recommended voluntary tender offer of NOK 0.95 per share (the "Offer Price") to
acquire all issued and outstanding shares (the "Shares") in the Company except
for Shares owned by the Rollover Shareholders (as defined below) (the "Offer").
 
Key Terms of the Offer
o	Offer Price: NOK 0.95 per Share in cash, subject to adjustments pursuant to
the terms and conditions of the Offer.
o	Offer Period: From 19 May 2025 to and including 16 June 2025 at 16:30 (CEST),
subject to extensions as further described in the Offer Document.
o	Receiving Agent: SpareBank 1 Markets AS

To accept the offer: Go to https://www.sb1markets.no/en/transactions/

The Offer Price represents a premium of 73% compared to the closing price on
Euronext Growth Oslo on 15 May 2025, and 57% compared to the 30-day volume
weighted average price ending 15 May 2025.
 
The Offer Price represents the Offeror's best and final offer.

The Offeror hereby announces the start of the offer period for the Offer
pursuant to the terms and condition of the Offer as set out in an offer document
dated 19 May 2025 (the "Offer Document"). The complete terms and conditions for
the Offer, including a description of the procedures for accepting the Offer,
are set out in the Offer Document.

Board Recommendation

The board of directors of the Company (the "Board") has unanimously resolved to
recommend that the shareholders of the Company accept the Offer. The Board has,
as part of the basis for its considerations, obtained a fairness opinion on the
Offer from Clarksons Securities AS, who concludes that the Offer is fair from a
financial point of view. The Board's recommendation is enclosed to the Offer
Document.

Pre-acceptances and Rollover

Shareholders, including members of the Board and the executive management of the
Company, who collectively own Shares representing approximately 49.16% of the
Company's outstanding share capital as of the date of this announcement, have
irrevocably undertaken to accept the Offer (the "Pre-Acceptances"). In addition,
Vardar AS and Skagerak Energipartner AS (together, the "Rollover Shareholders")
have agreed to transfer all their Shares, representing approximately 18.53% of
the Company's outstanding share capital, to the Offeror outside of the Offer
against receiving shares in the Offeror as consideration.

In total, 137,268,492 Shares, representing approximately 67.69% of the Company's
outstanding share capital as of the date of this announcement, have been
committed to be transferred to the Offeror pursuant to the Pre-Acceptances and
by the Rollover Shareholders.

The Offer can only be accepted on the basis of the Offer Document and will not
be made in any jurisdiction in which the making of the Offer would not be in
compliance with the laws of such jurisdiction. The Offer Document will be sent
by applicable means to shareholders of the Company whose contact details appears
in the Company's share register in Euronext Securities Oslo, the central
securities depository in Norway (the VPS) as of the date hereof in jurisdictions
where the Offer Document may be lawfully distributed.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is available at the webpage of the receiving agent, SpareBank 1 Markets AS:
https://www.sb1markets.no/en/transactions/ 

Advisors

Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while
SpareBank 1 Markets AS is acting as receiving agent for the Offeror.
Advokatfirmaet Wiersholm AS is acting as legal advisor for the Company, while
Pareto Securities AS is acting as its financial advisor. Wikborg Rein
Advokatfirma AS is acting as legal advisor for Vow ASA, while DNB Carnegie is
acting as its financial advisor.

Contacts

For further information, please contact:

Cecilie Jonassen, CEO, Vow Green Metals AS, + 47 901 15 375,
cecilie.jonassen@vowgreenmetals.com

Jan Halvard Aas Møller, CFO, Vow Green Metals AS, + 47 901 15 375,
jan.moller@vowgreenmetals.com


About Vow Green Metals
Vow Green Metals' strategy is to be a leading producer of biocarbon and other
carbon-neutral products that enable the green transition in hard-to-abate
industries. We are on a mission to accelerate the world's transition to
renewable materials by offering green alternatives to replace fossil-reduction
agents in the metallurgical industry. The core of our business is to build, own
and operate biocarbon production plants using state-of-the-art pyrolysis
technology to turn biomass and biomass waste streams into our core product,
biocarbon. Our biocarbon production process also creates other valuable products
like bio-oil and bioenergy. With our standardized solutions, unique access to
proprietary technology, and a growing global pipeline of projects, we are
upholding our first-mover position in a growing market where speed and scale
will be determining factors. Vow Green Metals is building a new biocarbon
industry on the shoulders of its largest shareholder and technology partner, Vow
ASA, which provides access to competence and capabilities acquired through
decades of industrial innovation. Read more: www.vowgreenmetals.com 

About the Offeror and HitecVision
The Offeror, Midas Industri AS, is a Norwegian private limited liability company
with registration no. 935 113 067. The Offeror is a newly established
acquisition vehicle for the purpose of the Offer, owned by HV NEF2 Invest
Epsilon II AS, which in turn is indirectly owned by HitecVision New Energy Fund
2 SCSp, a fund managed by HitecVision Advisory AS acting as alternative
investment fund manager.
HitecVision is a Norwegian private equity firm and a leading provider of
institutional capital to Europe's energy industry. For almost four decades,
HitecVision has been investing in the energy sector, starting out in the oil and
gas industry before turning to the current focus on decarbonisation and energy
transition. It has about EUR 9 billion in capital under management, and is
headquartered in Stavanger, with offices and investment professionals in Oslo,
London, and Milan. Its 65-person team focuses on developing profitable and
sustainable companies, working closely with our management teams and boards


***

Important notice

The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Offer will
not be subject to the take-over regime as stipulated by the Norwegian Securities
Trading Act chapter 6 as the Shares of the Company are not admitted to trading
on a regulated market. The Offer is not a public takeover offer within the
meaning of the Norwegian takeover regime as stipulated by the Norwegian
Securities Trading Act chapter 6. The Offer Document will not be reviewed or
approved by the Norwegian FSA, Oslo Børs or any other regulatory authority or
stock exchange. The Offer may only be accepted pursuant to the terms and
procedures set out in the Offer Document, which will set out the complete terms
and conditions of the Offer, including procedures for accepting the Offer.

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where it is prohibited
by applicable law, including, without limitation Australia, Canada Hong Kong,
Japan, New Zealand and South Africa, or any other jurisdiction in which it would
be unlawful. The Offeror does not assume any responsibility in the event there
is a violation by any person of such restrictions. Persons in the United States
should review "Notice to U.S. Holders" below. Persons into who access this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document or registration
or other requirements would apply in addition to those undertaken in Norway.

Forward-looking statements 

This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about the
Company, the Offeror and their respective affiliates and businesses as well as
the timing and procedures relating to the Offer and potential amendments to the
Offer that are or may be forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, many of which are
beyond the Offeror's control and all of which are based on the Offeror's current
beliefs and expectations about future events. Forward-looking statements are
typically identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "could", "should", "intends", "estimates",
"plans", "assumes" or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve
risks and uncertainties. Examples of forward-looking statements include, among
others, statements regarding the Company's or the Offeror's future financial
position, income growth, assets, impairment charges, business strategy,
leverage, payment of dividends, projected levels of growth, projected costs,
estimates of capital expenditures, and plans and objectives for future
operations and other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. These events
and circumstances include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors. Neither the Company, the
Offeror, the Rollover Shareholders, nor any member of their respective groups,
nor any of their respective members, associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on forward looking statements.


Any forward-looking statements made herein speak only as of the date they are
made. The Company, the Offeror and the Rollover Shareholders disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in the expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

No profit forecasts or estimates 

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share.

Rounding 

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

Holders of Shares in the United States ("U.S. Holders") are advised that the
Shares are not listed on a U.S. securities exchange and that the Company is not
subject to the periodic reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and
does not, file any reports with the U.S. Securities and Exchange Commission
thereunder. 

The Offer will be made for the issued and outstanding shares of the Company, a
company incorporated under Norwegian law, and is subject to Norwegian disclosure
and procedural requirements, which may be different from those of the United
States. The Offer will be made U.S. Holders as a "Tier I" tender offer under the
U.S. Exchange Act, to the extent applicable and subject to any available
exemptions, and otherwise in compliance with the disclosure and procedural
requirements of Norwegian law, including with respect to the Offer timetable,
settlement procedures and timing of payments, which may be different from
requirements or customary practices in relation to U.S. domestic tender offers. 

The Offer will be made to U.S. Holders on the same terms and conditions as those
made to all other holders of Shares to whom the Offer is made. Any information
document, including the Offer Document, will be disseminated to U.S. Holders on
a basis comparable to the method that such documents are provided to the
Company's other shareholders to whom an offer is made. The Offer will be made by
the Offeror and no one else. U.S. Holders are encouraged to consult with their
own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer,  and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, Shares or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. To the extent information about such purchases or arrangements to
purchase is made public in Norway, such information will be disclosed by means
of an English language press release via an electronically operated information
distribution system in the United States or other means reasonably calculated to
inform U.S. Holders of such information. In addition, the financial advisors to
the Offeror may also engage in ordinary course trading activities in securities
of the Company, which may include purchases or arrangements to purchase such
securities as long as such purchases or arrangements are in compliance with
applicable law. To the extent required in Norway, any information about such
purchases will be made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer, passed upon the
merits or fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States.

It may be difficult for the Company's shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and the Company are located in
non-U.S. jurisdictions, and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. The shareholders of the
Company may not be able to sue the Offeror or the Company or their respective
officers or directors in a non-U.S. court for violations of the U.S. federal
securities laws. It may be difficult to compel the Offeror and the Company and
their respective affiliates to subject themselves to a U.S. court's judgment.

***

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Peder Poulsson, Vow Green
Metals AS, on 19 May 2025 at 08:00 CEST.