Volare Shipping Ltd.: Stabilisation and over-allotment notice

Original source on oslobors.no

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG

KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL.

5 October 2026: Reference is made to the announcement by Volare Shipping Ltd.

("Volare" or the "Company") on 23 September 2026 regarding the successful private placement with a total transaction size of approx. NOK 5.4 billion (the "Private Placement") and the announcement made by Euronext Oslo Børs on 30 September 2026 regarding its decision to admit the shares of the Company to trading on Euronext Growth Oslo (the "Listing").

Clarksons Securities AS (the "Stabilisation Manager") may, on behalf of the Managers (as defined below), engage in stabilisation activities in the Company's shares (the "Shares" and each, a "Share") from today (5 October 2026) to and including 3 November 2026 (the "Stabilisation Period"). Any stabilisation activities will be aimed at supporting the market price of the Shares.

In connection with the Private Placement, the Managers have over-allotted 4,604,829 Shares (the "Additional Shares") to applicants in the Private Placement, which equals approx. 15% of the number of new shares allocated to applicants in the Private Placement. In order to facilitate the delivery of the Additional Shares in respect of the over-allotment made, the Stabilisation Manager has, on behalf of the Managers, borrowed a number of existing Shares equal to the number of Additional Shares from Trafigura Volare Holdings B.V.

(the "Share Lender"), which will be redelivered to the Share Lender after expiry of the Stabilisation Period.

Further, the Company has granted the Stabilisation Manager, on behalf of the Managers, an option to require the Company to issue up to 4,604,829 new Shares in the Company (the "Greenshoe Option") at a price per share equal to the offer price in the Private Placement of NOK 154 per Share (the "Offer Price"). The Stabilisation Manager may use the Greenshoe Option to close out short positions resulting from over-allotments made as part of the Private Placement and only to the extent such short positions have not been closed out by Shares purchased by the Stabilisation Manager when conducting stabilisation activities. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager, on behalf of the Managers, during the Stabilisation Period.

The Stabilisation Manager may effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilisation activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest at the end of the Stabilisation Period.

Any net profit generated from any stabilisation activities conducted by the Stabilisation Manager during the Stabilisation Period shall be for the benefit of the Share Lender.

If stabilisation activities are undertaken, the Company will publish information on the activities no later than seven trading days following such transaction(s). Further, within one week after the end of the Stabilisation Period, the Company will publish information as to whether or not stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the Stabilisation Period began and ended; (iii) the price range between which stabilisation was carried out for each of the dates during which stabilisation was carried out; and (iv) the date at which stabilisation activities last occurred.

Any stabilisation activities will be conducted based on the principles set out in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and Chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

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

About Volare Shipping Ltd.

Volare Shipping Ltd. (Euronext Growth Oslo: VLCC) is an international shipping company, incorporated in Singapore. Volare Shipping currently operates six VLCCs and has eight newbuild VLCCs on order, delivering progressively through to 2028.

At an average age of approximately three years on full delivery, Volare Shipping's fleet ranks among the youngest and most technically advanced in the listed VLCC sector. The fleet is commercially managed by Trafigura, led by an experienced management team with decades of experience across shipping, commodities and financial markets. This relationship provides Volare Shipping with an industry-leading chartering platform, significant commercial scale and cargo optionality.

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 Shares may not be circulated or distributed, nor may 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 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 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 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.

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.