Everfuel launches private placement of new shares to raise gross proceeds of the NOK equivalent of EUR 20 - 30 million

09 Mar 2023 16:30 CET

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Herning, Denmark, 9 March 2023: Everfuel A/S ("Everfuel" or the "Company")
hereby announces a contemplated private placement to raise gross proceeds of the
NOK equivalent of EUR 20 - 30 million (the "Private Placement") by the issuance
of new shares in the Company (the "Offer Shares"). The subscription price per
Offer Share (the "Subscription Price") will be set by the Company's board of
directors (the "Board") on the basis of an accelerated bookbuilding process
conducted by the Managers (as defined below).

Reference is made to the stock exchange announcement published by Everfuel on 28
February 2023 regarding the creation of a joint venture (the "JV") together with
Hy24 Clean H2 Infra Fund ("Hy24") to finance the accelerated development of
electrolyser capacity across the Nordics, with plans to invest a total of EUR
200 million in equity in green hydrogen infrastructure.

Everfuel has engaged Nordea Bank Abp, filial i Norge and Sparebank 1 Markets AS
(the "Managers"), as managers for the Private Placement. The net proceeds from
the Private Placement will be used primarily towards upstream activities,
hereunder: (i) partly funding the Company's equity contribution for investments
in Agder Hydrogen Hub in Kristiansand, 20 MW electrolyser, expected FID in
summer 2023 (project to be transferred to the joint venture between the Company
and Hy24 (the "JV")); (ii) partly funding the Company's equity contribution for
investments in HySynergy Phase II Project, the first 100MW electrolyser,
expected FID late 2023 (project to be transferred to the JV); (iii) pursuing and
partially funding further R&D, technical development, potential non-organic
growth opportunities, continued scale-up of organisation; and (iv) general
corporate purposes.

Hy24 Clean H2 Infra Fund ("Hy24") has committed to subscribe for, and will be
allocated, Offer Shares corresponding to the NOK equivalent of EUR 10 million at
the price determined through the accelerated bookbuilding process (the "Offer
Price"). In addition, BNP Paribas Asset Management Energy Transition Fund has
pre-committed to subscribe for, and will be allocated, the NOK equivalent of EUR
2 million at the Subscription Price.

TRADING UPDATE

In connection with the Private Placement, Everfuel provides the following update
on key developments in the fourth quarter of 2022. Preliminary fourth quarter
revenue was approximately EUR 1.0 million and EBITDA was approximately negative
EUR 3.2 million. The preliminary cash flow from operations in the period was
approximately EUR 3.6 million due to working capital changes, while investments
amounted to approximately EUR 12.4 million, mainly reflecting investments in
HySynergy Phase 1. The cash position at 31 December 2022 was EUR 31.9 million.
Please note that these are preliminary and unaudited figures subject to
completion of the final accounts for the quarter and full year 2022.

During the fourth quarter and into 2023, Everfuel has incurred additional costs
related to the completion and commissioning of HySynergy Phase 1 and
preparations for the next development phase. The current investment budget for
all activities at HySynergy which is transferred to the JV is approximately EUR
43 million (see table below). This reflects both cost increases and scope
expansions such as heat recovery system, distribution centre and Phase II
preparation, and is therefore not directly comparable to the approximately EUR
29 million communicated in November. The JV agreement with Hy24 reflects these
adjustments.

Budget for activities included in Everfuel EUR million
Production Fredericia transferred into the
JV
HySynergy 20MW Electrolyser including 200 31.3
bar compression and storage
Heat recovery system 3.5
Phase 2 preparations 3.0
Distribution centre 5.1
Total 42.9

TIMELINE AND DETAILED TERMS FOR THE Planned private placement

The bookbuilding and application period for the Private Placement commences
today, on 9 March 2023 at 16:30 hours CET, and is expected to close on 10 March
2023 at 08:00 hours CET. The Company, after consultation with the Managers,
reserves the right to at any time and in its sole discretion to close or extend
the bookbuilding and application period or to cancel the Private Placement in
its entirety and for any reason. If the bookbuilding and application period is
shortened or extended, the other dates referred to herein may be changed
correspondingly.

The Subscription Price and the number of Offer Shares to be issued in the
Private Placement will be determined by the Board, in consultation with the
Managers, following completion of the bookbuilding process.

The allocation will be made in the sole discretion of the Board after
consultation with the Managers. Allocation will be based on criteria such as
(but not limited to) existing ownership, pre-commitment, timeliness of the
application, price leadership, relative order size, sector knowledge, perceived
investor quality and investment horizon. The Company and the Managers further
reserve the right, in their sole discretion, to take into account the
creditworthiness of any applicant. There is no guarantee that any potential
investor will be allocated Offer Shares, except for the pre-commitments
received.

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 amount has been set to the NOK equivalent
of EUR 100,000. The Company may, however, at its sole discretion, allocate
amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from
the prospectus requirements in accordance with applicable regulations, including
the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017) and ancillary regulations, as
implemented pursuant to the Norwegian Securities Trading Act, are available.

Settlement of the Private Placement is expected to be on or about 14 March 2023.
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 full payment
has been received and the Conditions (as defined below) have been met. DVP
settlement in the Private Placement is expected to be facilitated through a pre
-funding agreement between the Company and Sparebank 1 Markets AS.

Completion of the Private Placement by delivery of Offer Shares to investors is
subject to (i) the necessary corporate resolutions required to consummate the
Private Placement being made, including the resolution of the Board to issue and
allocate the Offer Shares and complete the Private Placement pursuant to an
authorisation to the Board granted by the Company's general meeting in Article 6
of the Company's Articles of Association, (ii) registration of the share capital
increase pertaining to the issuance of the Offer Shares with the Danish Business
Authority (Erhvervsstyrelsen) (the "DBA"), and (iii) the Offer Shares having
been validly issued and registered with the VPS (together, the "Conditions").

POTENTIAL SUBSEQUENT OFFERING

In accordance with Euronext Growth Rule Book Part II and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment and Norwegian market
practice, subject to completion of the Private Placement, the Board may consider
a subsequent offering of new shares (the "Subsequent Offering") towards
shareholders of the Company as of close of trading on 9 March 2023, as recorded
in the VPS on 13 March 2023, who (i) were not allocated Offer Shares in the
Private Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful or, would (in jurisdictions other than Norway)
require any prospectus, filing, registration or similar action ("Eligible
Shareholders").

Whether a Subsequent Offering will be proposed will inter alia depend on the
results of the Private Placement and the subsequent development of the Company's
shares price. If proposed, the Subsequent Offering may be required to be
approved by the shareholders at an extraordinary general meeting.

EQUAL TREATMENT CONSIDERATIONS

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board has
considered the structure of the equity raise in light of the equal treatment
obligations under the Danish Companies Act, the rules on equal treatment under
Euronext Growth Rule Book Part II and the Oslo Stock Exchange's Guidelines on
the rule of equal treatment, and the Board is of the opinion that the
transaction structure is in compliance with these requirements.

The share issuance will be carried out as a private placement in order for the
Company to complete the equity raise in a manner that is efficient and with a
significantly lower risk and a significantly smaller discount to the current
trading price compared to a rights issue.

The Subscription Price will be set on the basis of a publicly announced
bookbuilding process and thus reflecting market pricing of the shares.

Further, the Subsequent Offering, if implemented, will secure that Eligible
Shareholders will receive the opportunity to subscribe for new shares at the
same subscription price as that applied in the Private Placement.

On this basis, and based on an assessment of the current equity capital markets,
the Board has considered the proposed transaction structure to be in the common
interest of the Company and its shareholders.

ADVISORS

Nordea Bank Abp, filial i Norge and Sparebank 1 Markets AS are acting as
managers (the "Managers") for the Private Placement and the potential Subsequent
Offering. Advokatfirmaet Thommessen AS and Advokatfirmaet Kromann Reumert are
acting as legal advisors to the Company, and Advokatfirmaet BAHR AS is acting as
legal advisor to the Managers.

For additional information, please contact:

Jacob Krogsgaard, CEO, Everfuel, +45 2871 8945

Mads Tirsgaard Mortensen, Investor Relations Manager, Everfuel, mm@everfuel.com,
+45 6171 5625

About Everfuel | www.everfuel.com

Everfuel is making green hydrogen for zero emission industry and mobility
commercially available across Europe, offering competitive all-inclusive
hydrogen supply and fuelling solutions. We own and operate green hydrogen
infrastructure and partner with industry and vehicle OEMs to connect the entire
hydrogen value chain and seamlessly provide hydrogen fuel to enterprise
customers under long-term contracts. Green hydrogen is a 100% clean energy
carrier made from renewable solar and wind power and key to decarbonising
industry and transportation in Europe. We are an ambitious, rapidly growing
company, headquartered in Herning, Denmark, and with activities in Norway,
Denmark, Sweden, The Netherlands, Germany and Belgium, and a plan to grow across
Europe. Everfuel is listed on Euronext Growth in Oslo under EFUEL.

This information is considered inside information pursuant to the EU Market
Abuse Regulation and subject to the disclosure requirements of Section 5-12 of
the Norwegian Securities Trading Act. The stock exchange release was published
by Mads Tirsgaard Mortensen, Investor Relations Manager at Everfuel on 9 March
2023 at 16:30 CET.

IMPORTANT NOTICE

These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

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).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement 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.

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective 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
Managers nor any of their respective 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.

TARGET MARKET

The target market for the Private Placement is non-professional, professional as
well as eligible counterparties and who; a) have at least a common/normal
understanding of the capital markets, b) is able to bear the losses of their
invested amount and, c) is willing to accept risks connected with the shares,
and d) have an investment horizon which takes into consideration the liquidity
of the shares. The Company has not published sufficient data for the Managers to
determine whether an investment in the Private Placement is compatible for
investors who have expressed sustainability related objectives with their
investments based on that which i) is an environmentally sustainable investment
under the EU Taxonomy Regulation, ii) represents a sustainable investment under
Regulation (EU) 2019/2088 (the "SFDR"), and/or iii) takes into consideration any
Principle Adverse Impacts on sustainably factors as per the SFDR. The negative
target market for the Offer Shares is clients that seek full capital protection
or full repayment of the amount invested, are fully risk averse/have no risk
tolerance or need a fully guaranteed income or fully predictable return profile.
Negative target market: An investment in the Company's shares is not compatible
with investors looking for full capital protection or full repayment of the
amount invested or having no risk tolerance, or investors requiring a fully
guaranteed income or fully predictable return profile.

Notwithstanding, and without affecting the manufacturers target market
assessment as per the above, the Managers will only allow distribution through
their distribution channels to investors who: a) in the EU meet the requirements
set out in the manufacturers target market assessment, and who b) in respect of
investors residing outside the Nordics at least can be classified as
professional clients or eligible counterparties as per the MiFID II definition.

For distribution to investors located outside of the EU, distribution of the
shares is only allowed to such investors which a) the Managers can approach as
per the rules of the jurisdiction in which the investor reside, and b) which can
provide adequate confirmations to this effect, and c) which as per minimum meets
the requirements of the manufacturers target market assessment.

More information:
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584799_20230309_Everfuel_Company_Presentation_March_2023.pdf
584799_20230309_Everfuel_Private_Placement_Launch_Press_Release.pdf