Volare Shipping Ltd.: Private Placement of approx. USD 500 million Successfully Placed

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23 September 2026: Reference is made to the announcement by Volare Shipping Ltd. ("Volare" or the "Company") on 21 September 2026 regarding the terms for a private placement of shares (the "New Shares") in the Company (the "Private Placement") and a subsequent listing of the Company's shares on Euronext Growth Oslo.

The Company is pleased to announce that the Private Placement has been successfully placed, through the allocation of in total 30,698,864 New Shares (as defined below) at subscription price of NOK 154 per Offer Share, raising gross proceeds of the NOK equivalent of USD 500 million. The Private Placement attracted substantial interest from a diversified investor base, including shipping industrials, family offices and institutional investors, and was significantly oversubscribed.

Subject to, among other things, Euronext Oslo Børs' approval of the Company's listing application, expected to be submitted on or about 28 September 2026, the Company's shares are expected to commence trading on Euronext Growth Oslo on or about 5 October 2026 under the ticker "VLCC" (the "Listing").

Alexandre Duff, Chief Executive Officer of Volare Shipping, commented:

“We are very pleased with the outcome of the private placement, which was significantly oversubscribed, and grateful for the strong support from a high-quality, diversified investor base. This reflects confidence in our business model, market position and growth prospects.” “We look forward to creating value together with our new shareholders as we execute on our strategy. This begins with our planned listing on Euronext Growth Oslo, which will provide a broader group of investors with the opportunity to participate in Volare Shipping's future growth.”

The Private Placement in summary:

- The Board has conditionally allocated a total of 35,303,693 Offer Shares (as defined below) in the Private Placement at a fixed price of NOK 154 per Offer Share (the "Offer Price"), implying a total transaction size of approx. NOK 5.4 billion and a post-money equity value (assuming full utilisation of the Greenshoe Option (as defined below)) of approx. NOK 11.5 billion.

- The net proceeds to the Company from the Private Placement will be used for (i) funding of the remaining CAPEX commitments relating to the Newbuilding Programme, (ii) debt reductions on outstanding leases and repay the Intercompany Loan, (iii) working capital, (iv) transaction costs and (v) general corporate purposes.

- Volare will issue 30,698,864 new shares in the Private Placement (the "New Shares", excluding any shares issued pursuant to the Greenshoe Option, as defined below), at the Offer Price, raising gross proceeds to the Company of approx. NOK 4.7 billion.

- In addition to the New Shares, the Managers (as defined below) have over-allotted 4,604,829 shares, at the Offer Price (together with the New Shares, the "Offer Shares"), for approx. NOK 709 million, representing 15% of the number of New Shares allocated in the Private Placement. Clarksons Securities AS, in its capacity as stabilisation manager on behalf of the Managers (the "Stabilisation Manager"), has further exercised its option to borrow an equal number of shares in the Company from Trafigura Volare Holdings B.V. ("Volare Holdings") the "Share Lender") to facilitate delivery of the over-allotted shares, pursuant to a share lending agreement between the Share Lender, the Company and the Managers (the "Share Lending Agreement").

- Allocation of Offer Shares and the corresponding amounts to be paid by investors are expected to be communicated to investors on or about 23 September 2026. The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment ("DvP") basis on or about 5 October 2026 following fulfilment of the Conditions (as defined below).

- The Company has granted the Stabilisation Manager, on behalf of the Managers, a right to have issued a number of new shares in the Company equal to the number of over-allotted shares at a price per new share equal to the Offer Price (the "Greenshoe Option"), exercisable, in whole or in part, within a 30-day period commencing at the date of Listing, to cover the potential short position resulting from the over-allotments of shares in the Private Placement, which is not covered through share repurchases by the Stabilisation Manager as part of any stabilisation activities conducted during the 30-day stabilisation period. Any net profit generated from any stabilisation activities shall be for the benefit of the Company. Any exercise of the Greenshoe Option will raise additional proceeds to the Company. Separate disclosures will be made regarding any stabilisation activities during the stabilisation period.

Retail Tranche

As part of the Private Placement, the Company dedicated a separate tranche to retail investors (the "Retail Tranche"), conducted pursuant to available prospectus exemptions in applicable regulations in relevant jurisdictions. The Retail Tranche will be allocated a total of 70,000 Offer Shares. The Retail Tranche will close 23 September 15:00 CEST.

Applicants who have been allocated Offer Shares in the Retail Tranche will be notified of their allocation on or about 24 September 2026, and are required to have sufficient funding on their respective bank accounts on or about 23 September 2026 in order for such bank accounts to be automatically debited on or about 5 October 2026. Subject to due payment having been made, the Offer Shares allocated in the Retail Tranche are expected to be delivered to subscribers' VPS accounts on or about 5 October 2026.

Conditions for completion of the Private Placement

Completion of the Private Placement is conditional upon: (i) all corporate resolutions of the Company required to implement the Private Placement and the Listing being validly made, (ii) the New Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS"), (iii) the Share Lending Arrangement being in full force and effect, and (iv) the Oslo Stock Exchange approving the application for Listing and the satisfaction by the Company of any conditions for Listing set by the Oslo Stock Exchange (items (i) – (iv) above are collectively referred to as the "Conditions").

There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended, and the Listing may not take place.

The Company reserves the right, at any time and for any reason, to cancel the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason.

Shares, share capital and free float

Following the issuance of the New Shares in the Private Placement, the Company will have 70,319,479 issued and outstanding shares, with no par value. If the Greenshoe Option is exercised in full, there will be a total of 74,924,308 shares issued and outstanding in the Company.

At the time of Listing, Volare Holdings will own approx. 53% and the investors in the Private Placement will own approx. 47% of the issued and outstanding common shares of the Company (assuming full utilisation of the Greenshoe Option).

Lock-up

The Company, Volare Holdings and members of the Company's Board of Directors and executive management will enter into customary lock-up arrangements with the Managers in connection with the Private Placement that will restrict, subject to certain exemptions, their ability to issue, sell or dispose of any shares in the Company, as applicable, without the Managers' prior consent. The lock-up period will be 6 months for the Company, 12 months for Volare Holdings, the chair and executive management and 6 months for the other board members.

All of the Company's issued shares prior to the Private Placement will based on the agreements referred to above be subject to lock-up.

Advisors

Clarksons Securities AS and Fearnley Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the Private Placement. Clarksons Securities AS is acting as Euronext Growth advisor to the Company in connection with the Listing.

Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel, and Allen & Gledhill LLP is acting as Singapore legal counsel to the Company.

Advokatfirmaet BAHR AS and Ernst & Young AS are acting as legal and financial due diligence advisors, respectively, in connection with the Listing.

First House AS is acting as IR and communications advisor to the Company.

For more information, please contact:

Investors

investor.relations@volareshipping.com

Media

media.enquiries@volareshipping.com

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors (as defined in the Public Offers and Admissions to Trading Regulations 2024) who are (i) 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) 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 communication 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.

In Singapore, this announcement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Offer Shares may not be circulated or distributed, nor may Offer Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore (the “SFA”)) pursuant to Section 274 of the SFA; (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where Offer Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Offer Shares pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA. The Offer Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

This communication contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Company and listing of securities. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. The Company believes that these assumptions were reasonable when made. However, 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 include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities or list its securities on a particular stock market, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication.

The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this communication whether as a result of new information, future developments or otherwise.

The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and the Listing 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 Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.