Vardar and Skagerak Energi to execute NOK 70 million investment in Vow Green Metals AS

Vow Green Metals ("Vow Green Metals" or the "Company"), a leading developer ofproduction facilities for biocarbon and other carbon-neutral products, todayannounces, further to its announcement on 8 April 2024 about initiating astrategic process, an agreement for total of NOK 70 million investment fromVardar AS ("Vardar") and Skagerak Energipartner AS, a wholly owned subsidiaryofSkagerak Energi AS ("Skagerak Energi"). The equity investment is split into adirected share capital increase of NOK 20 million equity investment in cashfromSkagerak Energi and a directed share capital increase of NOK 50 million inconversion of existing debt from Vardar, together totaling NOK 70 million. The share capital increases are subject to approval of (i) the proposedBoard'sauthorization to increase the share capital, (ii) the election of Geir Kulåsasnew member of the Company's Board of Directors, and (iii) the election ofRobertOlsen as new member of the Company's Nomination Committee, in the upcomingAnnual General Meeting in the Company scheduled to be held on Thursday 23 May2024 (the "AGM"). Pareto Securities has acted as financial advisor and facilitator for thecontemplated transaction. "These strategic investments from the leading renewable energy producers intheregion further validate the Vow Green Metals' business case and is animportantstep in developing and progressing our process towards industrial scaleproduction of biocarbon," says Cecilie Jonassen, CEO, Vow Green Metals.

Skagerak Energi, a regional energy company, headquartered in Porsgrunn,Norway,will through its subsidiary Skagerak Energipartner AS invest NOK 20 million ataprice of NOK 1.863 per share (90 day volume weighted average price from 16 May2024), representing a 11.2% premium to closing share price for the Company'sshares on 21 May 2024. Skagerak's core businesses are electricity productionanddistribution, as well as the production and distribution of district heating.

"We invest in innovative solutions that reduce climate emissions, and VowGreenMetals has the technology, the commercial and industrial capability to succeedas a supplier to the European metallurgical industry," says Jens B. Staff,CEO,Skagerak Energi.

With reference to the stock exchange announcement on 27 November 2023, Vardarwill be converting the NOK 50 million loan previously provided to Vow GreenMetals. The conversion price will be the same as for Skagerak Energi's equityinvestment, NOK 1.863 per share. The option conversion agreement dated 27November 2023 will not be executed. With this, Vardar will be an equityinvestoralso in Vow Green Metals, in addition to the NOK 50 million investment in VowGreen Metal's subsidiary VGM Operatør AS (the 20k ton biocarbon productionfacility in Hønefoss) announced earlier this year.

"This is an opportunity for Vardar to further develop and widen ourpartnershipwith Vow Green Metals, and accelerate the development of new, green industriesin the region," says Robert Olsen, CEO, Vardar. About Skagerak Energi ASSkagerak Energi is a regional energy group, headquartered in Porsgrunn,Norway.Skagerak delivers renewable energy contributing to a sustainable future. Itscore businesses are electricity production and distribution, as well as theproduction and distribution of district heating. The Group has alsoinvestmentswithin solar, biogas and battery solutions. The Group has ca 750 employees,anaverage energy production of 6 TWh, and revenues of around NOK 7.6 bn.

About Vardar AS Vardar AS produces renewable energy in the form of water, wind, bio and solar,and is a long-term industrial investor in sustainable energy solutions for thefuture. In sum, Vardar AS, both directly and indirectly through Å Energi,produces around 2,2 TWh of hydro power annually, and is owned by eighteenmunicipalities in the county of Buskerud, in addition to Asker municipality.TheGroup has in addition to own renewable assets, several direct and indirectinvestments in companies operating in the renewable energy value chain,including ownership in Å Energi, Zephyr, Sunly and Solcellespesialisten.

Additional informationFollowing the required approvals by the AGM as described above, andregistrationin the Norwegian Register of Business Enterprises, it is expected that theBoardof Directors will resolve to issue the new shares to Vardar and SkagerakEnergias described above. Upon completion of the share capital increases describedherein, the share capital of the Company will be NOK 1 318 205.8 consisting of202 800 897 shares each with a par value of NOK 0.0065. The Board of Directors has considered the share capital increases in light ofthe equal treatment obligations under the rules on equal treatment under OsloRule Book II for companies admitted to trading on Euronext Oslo and the OsloStock Exchange's Guidelines on the rule of equal treatment, and deems that theproposed share capital increases are in compliance with these obligations.

The Board is of the view that it will be in the common interest of the Companyand its shareholders to raise equity through a directed share issue of NOK 20million to Skagerak Energi. By structuring the equity raise as a directedsharecapital increase towards Skagerak Energi, the Company has secured asubscriptionprice that is higher than the last closing price. Further, Skagerak Energi isanew investor (not existing shareholder) and is deemed a strategic investorwithvaluable industrial competence and positioning. The share capital increasetowards Vardar will reduce the Company's debt, and also take place at asubscription price higher than the last closing price. For the reasonsdescribedabove, the Company will not carry out a subsequent repair issue directedtowardsshareholders that were not allocated shares in the share capital increases.

The Company refers to its announcement of 8 April 2024 regarding initiating astrategic process to seek investments to inter alia strengthen the Company'sfinancial position and fund specific projects. This process continues and theCompany is in ongoing discussions for potential additional investments,howeverno guarantees can be made that any such investments will be made.

For further information, please contact: Cecilie Jonassen, CEO, Vow Green Metals AS Tel: +47 954 20 126 Email: cecilie.jonassen@vowgreenmetals.com

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

About Vow Green Metals Vow Green Metals' strategy is to be a leading producer of biocarbon and othercarbon-neutral products that enable the green transition in hard-to-abateindustries. We are on a mission to accelerate the world's transition torenewable materials by offering green alternatives to replace fossil reductionagents in the metallurgical industry. The core of our business is to build,ownand operate biocarbon production plants using state-of-the-art pyrolysistechnology to turn biomass and biomass waste-streams into our core product,biocarbon. Our biocarbon production process also creates other valuableproductslike bio-oil and bioenergy. With our standardized solutions, unique access toproprietary technology, and a growing global pipeline of projects, we areupholding our first-mover position in a growing market where speed and scalewill be determining factors. Vow Green Metals is building a new biocarbonindustry on the shoulders of its main owner and technology partner, Vow ASA,which provides access to competence and capabilities acquired through decadesofindustrial innovation.

This information is considered to be inside information pursuant to the EUMarket Abuse Regulation article 7 and is subject to the disclosurerequirementspursuant to MAR article 17 and section 5-12 of the Norwegian SecuritiesTradingAct. This stock exchange announcement was published by Vow Green Metals AS, on21 May 2024 at CEST 22:30.

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