The board of directors (the "Board") of Vow Green Metals AS ("VGM" or the
"Company") is pleased to announce that it has entered into a transaction
agreement with Obligo Nordic Climate Impact Fund AB ("ONCIF"), managed by Obligo
Investment Management AS ("Obligo") regarding a sale of shares in VGM Operatør
Holding AS, and an agreement with Obligo to fund the Hønefoss Project on a
best-effort basis through an exclusivity with Obligo until 30 June 2025. The
transaction is in line with VGM's communicated strategy of establishing
biocarbon facilities together with Infrastructure and Industrial partners, and
financing through obtaining development revenue from the sale of projects.
 
The transaction includes a sale of 2,143 shares (the "Shares") in the Company's
subsidiary VGM Operatør Holding AS ("VGM Operatør") to ONCIF at a price of NOK
42,000 per share, resulting in gross proceeds of NOK 90 million to the Company
(the "Transaction"). In connection with the Transaction, Obligo has undertaken,
on a best-effort basis, to facilitate for a NOK 100 million capital raise in VGM
Operatør on the same terms as the Transaction (the "Share Issue"). The Parties
have agreed that Obligo will have an exclusive right to facilitate for the Share
Issue until 30 June 2025. 

Obligo indicates a strong interest and ability to continue to support and build
partnerships with VGM on future Biocarbon Facilities ("SPV's") by utilizing
their extensive network and interest from infrastructure capital partners.
Established through a "first-right of refusal" on future SPV's.  

VGM Operatør, a 67 percent owned subsidiary of VGM, was established in July
2024, to hold all assets, rights and obligations related to the large-scale
biocarbon production facility at Hønefoss, Norway. Following the conclusion of
the Transaction, the Company will hold 19.3% of the shares in VGM Operatør. The
remaining shares will be held by Vardar AS (33.0%). If the Share Issue is
completed on the same terms the shareholding of the Company in VGM Operatør will
be 10.2%.

The proceeds to the Company from the Transaction will be used (i) to settle
short-term debt of approximately NOK 31 million and the remaining will finance
general corporate purposes and transaction costs (NOK 59 million). Based on
current projections, the proceeds from the Transaction are expected to fulfill
the cash runway of the Company for the next twelve months, in line with the
Company's financial update 11 April 2025.

The Transaction is in line with the Company's strategy of obtaining development
revenue from production facilities while the Company retains an economic
interest through revenue-generating franchise and service agreements with the
company owning the production facility.

"Vow Green Metals is building a new biocarbon industry and we are pleased to
have Obligo joining us on this quest. In addition to the investment in the
Hønefoss Project, Obligo has signaled ambitions and ability to support the
company's plans to grow through establishing new Biocarbon Facilities. We are
confident that this will support us with both capital and energy going forward,"
said Narve Reiten, Chairman of Vow Green Metals AS.
  
"We have had good discussions with several parties over some time and we are
pleased to announce this transaction with ONCIF. Vardar, which are a co-investor
with us in VGM Operatør, also know them well from their joint investment in
Carbon Centric. I believe this is a solid foundation for a similar platform
structure and partnership as we scale the business," said Cecilie Jonassen, CEO
of Vow Green Metals AS.

"We are incredibly excited to announce this transaction, which is fully aligned
with our mandate as a dark green impact investment. VGM Operatør is expected to
be operational shortly, supported by long-term contracts with first-class
industrial off-takers, providing stable and attractive cash-flows over time.
This is exactly the type of opportunity ONCIF was established to pursue. We also
value the strong partnership we have established with Vow Green Metals and see
significant potential for future collaboration and follow-on investments. As Vow
Green Metals moves forward with plans to establish additional biocarbon
facilities, we are proud to serve as their preferred partner for providing
long-term financing to support this growth," said Jørgen Pleym Ulvness CEO of
Obligo Group. 

The Board has been actively engaged in finding a long-term solution for the
Company and has explored several strategic and financial alternatives over the
last months. Following these efforts, the Board believes that the Offer
represents the best alternative for the Company, including after having explored
whether the Company's largest shareholders will contribute with funding. This
conclusion is based on inter alia: (i) the Company's challenging financial
situation as announced in the stock exchange announcement on Friday 11 April,
where the Transaction represents a solution to the Company's liquidity needs for
the next twelve months (ii) the Share Issue, if completed, providing necessary
proceeds to VGM Operatør to finance the next phase of the Hønefoss project