Himalaya Shipping Ltd. (HSHP) Private Placement

19 Mar 2025 23:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL
OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Hamilton, Bermuda, 19 March 2025

Himalaya Shipping Ltd. (NYSE and Euronext Expand: HSHP) (the "Company") is
pleased to announce the completion of a private placement (the "Private
Placement") of the NOK equivalent of approximately USD 15 million in 2,650,000
new shares (the "Offer Shares"), each with a par value of USD 1.00. The
subscription price per Offer Share is NOK 60.50 (the "Offer Price"), the NOK
equivalent to the USD closing price on the New York Stock Exchange ("NYSE") on
19 March 2025.

The purpose of the Private Placement is to attract key, strategic shareholders
to the Company, and to raise proceeds to be used for general corporate
purposes.

The Company has, after being approached by a high-quality strategic investor,
directed the Private Placement primarily towards this investor, subscribing
for the NOK equivalent to USD 10 million in the Private Placement. Further,
certain members of the Company's board, management and certain proactive key
shareholders, including Drew Holdings Ltd., have requested and been allocated
Offer Shares.

The Company's CEO, Herman Billung, says the following: "We are excited about a
strong new strategic shareholder, and we think over time it can bring more
value than just capital to the Company. The increased investor interest in
Himalaya Shipping is a testament to the quality of the ships and our solid
operations. With USD 15 million of additional working capital, an improving
market, and no further expected significant investment plans, we will be able
to accelerate further returns to our shareholders."

The issue and allocation of Offer Shares have today been resolved by the
Company's board of directors (the "Board"). The date for settlement of the
Offer Shares allocated in the Private Placement is expected to be on or about
26 March 2025 through a delivery versus payment settlement ("DVP"). The Offer
Shares are expected to be pre-paid by the Managers, pursuant to a pre-payment
arrangement, to facilitate prompt issuance of the Offer Shares. The Company
may, at its own discretion, change the date for settlement at any time and for
any reason. The Offer Shares will upon delivery be recorded in Euronext
Securities Oslo (the VPS). No Offer Shares will be offered or sold to the
public in the United States or in transactions on the NYSE. The Private
Placement is conditional upon the settlement for the Offer shares as described
above.

The Private Placement has been directed towards Norwegian and international
investors subject to and in compliance with applicable exemptions from
relevant registration, filing and prospectus requirements, and subject to
other applicable selling restrictions.

The Company has considered the Private Placement in light of the equal
treatment obligations under the Norwegian Securities Trading Act and the rules
on equal treatment under Oslo Rule Book II for companies listed on the Oslo
Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment, and the Board is of the opinion that the contemplated transaction
is in compliance with these requirements and guidelines. The Board has
concluded that structuring the transaction as a private placement is in the
common interest of the Company and its shareholders, having taken into account
the obligation of equal treatment of shareholders. Key considerations in this
respect are the fact that the capital market is currently experiencing
significant volatility due to inter alia substantial geopolitical uncertainty,
that the private placement is carried out at the prevailing market price
immediately prior to the completion of the Private Placement, and the cost and
effectiveness of a private placement makes it appropriate for the transaction
in question.

Clarksons Securities AS acts as Joint Lead Manager and Bookrunner and Fearnley
Securities AS as Joint Lead Manager in connection with the Private Placement
(jointly the "Managers"). Ro Sommernes advokatfirma DA is acting as legal
advisor to the Company in connection with the Private Placement.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and subject to the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act. This stock exchange
notice was published by Alfi Lao, Chief Accounting Officer, on the date and
time as set out in the release.

About Himalaya Shipping Ltd.: Himalaya Shipping Ltd. is an independent bulk
carrier company, incorporated in Bermuda. Himalaya Shipping has twelve
Newcastlemax dry bulk vessels in operation.

Important note: This announcement is not being made in or into Canada,
Australia, Japan, Hong Kong or in any other jurisdiction where it would be
prohibited by applicable law. This distribution is for information purposes
only and does not constitute or form part of an offer or solicitation of an
offer to purchase or subscribe for securities in the United States ("U.S.") or
in any jurisdiction in which, or to any persons to whom, such offering,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any jurisdiction. The securities referred to
herein have not been and will not be registered under the U.S. Securities Act
of 1933 (the "U.S. Securities Act") or applicable state securities laws and
may not be offered or sold in the United States or to U.S. persons unless such
securities are registered under the U.S. Securities Act, or an exemption or
exclusion from the registration requirements of the U.S. Securities Act is
available.

Forward looking statements: This announcement includes forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, including a potential issuance of Offer Shares, the conditions to the
Private Placement, the use of proceeds therefrom, expected timing of the
closing of the Private Placement, expectations regarding dividends and other
statements relating to the Private Placement, and other non-historical
statements. These forward-looking statements are subject to risks,
uncertainties, and assumptions, including risks relating to the contemplated
Private Placement, including conditions to completion of the Private
Placement, risks related to the Private Placement and other risks included in
our filings with the Securities and Exchange Commission including those set
forth under "Item 3. Key Information --- D. Risk Factors" in our Annual Report
on Form 20-F for the year ended December 31, 2023, filed with the U.S.
Securities and Exchange Commission, and in prospectus filed with the Norwegian
Financial Supervisory Authority (FSA). Forward-looking statements reflect
knowledge and information available at, and speak only as of, the date they
are made. Except as required by law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether because of
new information, future events or otherwise, after the date hereof or to
reflect the occurrence of unanticipated events. Readers are cautioned not to
place undue reliance on such forward-looking statements.

More information:
Access the news on Oslo Bors NewsWeb site

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