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Agreement with HitecVision on recommended voluntary cash offer to the
shareholders of Vow Green Metals AS - termination of Obligo transaction

Vow Green Metals AS (the "Company", and together with its subsidiaries the
"Group") and Midas Industri AS (the "Offeror"), a newly incorporated Norwegian
private limited liability company indirectly owned by HitecVision New Energy
Fund 2 SCSp and established for the purpose of making the Offer, announce that
they today have entered into a transaction agreement (the "Transaction
Agreement") for an unregulated recommended voluntary tender offer 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").

A cash consideration of NOK 0.95 (the "Offer Price") will be offered for each
Share. The Offer Price represents a premium of 73% compared to the closing price
yesterday and 57% compared to the 30-day VWAP. 

The Offer Price represents the Offeror's best and final offer.

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. 

Key shareholders of the Company, including VOW ASA, R Investment Company AS,
Daler Inn Limited NUF, Skøyen Invest AS, Badin Invest Limited NUF, Fondsavanse
AS and all members of the Board and the executive management of the Company,
representing approximately 48.67% 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"), the Offeror and its parent company HV NEF2 Invest Epsilon II AS,
have entered into an investment agreement (the "Investment Agreement") whereby
the Rollover Shareholders have agreed to transfer all their Shares to the
Offeror outside of the Offer against receiving shares in the Offeror as
consideration (the "Rollover"). The committed Shares under the Rollover amount
to 37,573,805 Shares, representing approximately 18.53% of the Company's
outstanding share capital as of the date of this announcement.
  
In total, 136,267,934 Shares have been committed to be transferred to the
Offeror pursuant to the Investment Agreement and the Pre-Acceptances,
representing approximately 67.19% of the Company's outstanding share capital as
of the date of this announcement.

"For more than a year, we have worked strategically and thoroughly to explore
solutions to strengthen our position and support our long-term ambitions. In a
challenging capital market, we are pleased to have reached a solution that we
believe represents the best available opportunity to realize Vow Green Metals'
full potential. We are also encouraged by the strong support from key
shareholders for the Offer, underlining the broad confidence in this solution",
said Cecilie Jonassen, CEO of Vow Green Metals AS.

Termination of Obligo transaction, recommendation of strategic transaction to
meet capital needs

As referenced in the stock exchange announcement issued on 17 April 2025, the
Company's management and Board have for more than a year, since 8 April 2024,
together with its financial advisors, conducted a process with potential
strategic and/or financial partners to secure funding for the Company. 

On 9 April 2025, the Company announced that its cash situation had become
critical with no funding beyond 14 April 2025. On 11 April 2025, the Company
announced that the lending bank had agreed to an extension of a NOK 5 million
credit facility until 2 June 2025, securing the Company cash runway until the
end of April 2025.

On longer term funding need, the Company stated in its 11 April 2025
announcement that in addition to the capital needed to secure operations beyond
April 2025, the Company expected that it would need minimum NOK 85 million to
NOK 105 million in funding during the next 12 months to pay debts upon maturity,
to cover agreed project costs and considering a monthly cash burn of NOK 5
million. In addition to the NOK 85-105 million, the Company will also need
financing of about NOK 100 million in order to finance the next phase of the
Company's Hønefoss project. 

On the back of these announcements, the Company announced on 17 April 2025 the
transaction agreement entered into with Obligo Nordic Climate Impact Fund
AB/Obligo Investment Management AS ("Obligo") for sale of shares in VGM Operatør
and the best-effort NOK 100 million funding of the Hønefoss project, which would
both provide the Company with NOK 90 million in gross proceeds and, if
successful, secure funding for the next phase of the Hønefoss project (the
"Obligo Transaction"). A key factor for the Company when entering into the
Obligo Transaction was that the NOK 90 million would give a solution to the
financing needs of the Company for the next 12 months.
 
As announced on 2 May 2025, the Company's cash runway was shortened until
September 2025, which would be extended until December 2025 as VGM's partners in
VGM Operatør undertook a share of the obligations from VGM AS towards VGM
Operatør. The cash runway was reduced due to cost overruns in the Hønefoss
project coupled with a restricted cash obligation of NOK 35 million by DNB Bank
ASA and Eksfin, as lender and guarantor under VGM Operatør's NOK 344 million
facility. Further to the announcement, the completion of Phase 1 of its Hønefoss
project will be  delayed and most likely not become in operation until the first
quarter of 2026. Consequently, the Company's condition has materially worsened.

As part of the strategic review, the Company's largest shareholders have
provided guarantees for short term financing. However, they have not been
willing or able to inject further equity or debt financing upon request of
capital from the Company and it has therefore not been possible for the Company
to raise adequate long-term financing from its existing shareholders. On this
basis, after discussions with its financial advisor Pareto Securities, the
Company considered there to be a high risk that the required near-term funding
of the Company would need to be done at large discounts compared to prevailing
share prices.

The Company's largest shareholders and the Company have had discussions with
HitecVision regarding a potential transaction before signing with Obligo. After
the announcement of the Obligo Transaction and the 2 May 2025 announcement, the
largest shareholders continued discussions with HitecVision regarding a
potential transaction, which materialised in an offer from HitecVision. In the
context of clear indications from its largest shareholders, emphasizing the
uncertainties regarding the short-term liquidity needs of the Company and that
the offer represents an exit opportunity for existing shareholders at
significant premium levels compared to prevailing share prices, the Board
decided to entertain the offer.

Following a constructive dialogue, and the aforementioned uncertainties, VGM and
Obligo reached an agreement for termination of the share purchase agreement of
17 April 2025 and related agreements with VGM covering transaction related costs
amounting to a total sum of NOK 22.5 million in cash. In order to finance these
costs, VGM has agreed on a convertible loan from Vow ASA as the Company's
largest shareholder maturing on 20 August 2025 with a right for VGM to convert
the loan to shares at NOK 0.40 per share if the Offer does not materialize. Vow
ASA has further agreed to accept an offer price for its Shares in the Offer of
NOK 0.70. Shareholders representing 67.19% of the Shares in VGM has undertaken
to vote in favour of issuance of the convertible loan in a general meeting.
 
In connection with the Offer, the Company has secured liquidity cash runway
until 1 August 2025 through extension of the Company's existing credit
facilities with SpareBank 1 Sør-Norge ASA (NOK 5 million) and DNB Bank ASA (NOK
15 million), guaranteed by Vardar AS, R Investment Company AS and VOW ASA, in
addition to a NOK 10 million loan from DNB Bank ASA guaranteed by VOW ASA. DNB
Bank ASA and Eksfin, as lender and guarantor under VGM Operatør's NOK 344
million facility, have also withdrawn the NOK 35 million restricted cash
obligation that was referred to in the Company's 2 May 2025 stock exchange
announcement, subject to completion of the Offer.

Reiten & Co AS has since 2023 been mandated to assist the Company in securing
funding and pursuing strategic partnerships and investors, under which Reiten &
Co will be entitled to NOK 9.65 million subject to and upon completion of the
Offer. Following completion, the mandate will be terminated. The board member
Line Tønnessen resigned from the Board to ensure that the Board could form a
quorum.
 
If the condition for acceptance of 90% of the Offer is not met or waived by the
Offeror by the end of the offer period, the Board will have to consider
alternative options to provide the Company with a sustainable financing
solution. The Board will in that case closely monitor the liquidity situation
and, inter alia, consider alternatives, which would likely be a rights issue or,
alternatively, to carry out an equity raise in accordance with existing
authorisation granted to the Board or subject to an extraordinary general
meeting, with a likely discount. Other options may be a potential sale of
assets, including a majority stake in the Company's subsidiary VGM Operatør AS
which owns the Hønefoss project, a full liquidation of the Company or a
combination of the above. Based on foreseeable market conditions, the financial
situation of the Company and lack of support for further equity from the
Company's main shareholders, the Board supported by its financial advisor does
not currently deem an equity raise as a viable solution.

Key terms of the Offer

The formal and complete details of the Offer, including all terms and
conditions, will be contained in an offer document for the Offer (the "Offer
Document") to be published by the Offeror in connection with start of the
acceptance period of the Offer. The Offer may only be accepted on the basis of
the Offer Document, which is expected to be published on 19 May 2025 with an
initial acceptance period of four weeks (subject to extensions by the Offeror).

The launch of the Offer is subject to customary conditions being satisfied,
including being that the Pre-Acceptances remain valid and in full force, that no
Material Adverse Change (as defined in the Transaction Agreement) has occurred,
that the Company in all material respects has complied with its obligations
under the Transaction Agreement, that the business of Company has been run in
the ordinary course in all material respects, and that the Board's
recommendation of the Offer is not withdrawn or amended, in each case as further
detailed in the Transaction Agreement.

The Offer 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.

Offer Price

The Company's shareholders will be offered NOK 0.95 per Share in cash. The total
value of the Offer is approximately NOK 192 million, based on the number of
issued and outstanding Shares as at the date of this announcement, not including
the lower offer price payable to Vow ASA as separately agreed.

The Offer Price represents the Offeror's best and final offer.

Pre-acceptances

VOW ASA, R Investment Company, Daler Inn Limited NUF, Skøyen Invest AS, Badin
Invest Limited NUF, Fondsavanse AS and all members of the Board and the
executive management of the Company, representing approximately 48.67% of the
Company's outstanding share capital as of the date of this announcement, have
entered into separate Pre-Acceptances, whereby they irrevocably have undertaken
to tender their shares into the Offer. As part of the Pre-Acceptances, the
pre-accepting shareholders have undertaken not to solicit or accept alternative
offers for the Shares (or similar transactions), capital injections or
investments in the Company or any other Group company. The Pre-Acceptances are
binding and irrevocable. 
 
In total, including Rollover Shareholders, 136,267,934 Shares have been
committed to be transferred to the Offeror pursuant to the Investment Agreement
and the Pre-Acceptances, representing approximately 67.19% of the Company's
outstanding share capital as of the date of this announcement.

Conditions for completion of the Offer

As will be further detailed and specified in the Offer Document, completion of
the Offer will be subject to the following conditions being satisfied or waived
in whole or in part by the Offeror: 
 
o	shareholders of the Company representing (when taken together with any shares
acquired by the Offeror other than through the Offer) more than 90% of the
issued and outstanding share capital and voting rights of Company on a fully
diluted basis (as defined in the Offer Document) having validly accepted the
Offer