The board of directors of GCL New Energy Holdings Limited announced a solicitation of consents (the Consent Solicitation" to certain proposed amendments to the indenture, dated as of 16 June 2021, by and among the Company, the Subsidiary Guarantors and The Bank of New York Mellon, London Branch, as trustee, governing its 10.00% Senior Notes due 2024 (the Notes). As at the date of this announcement, the aggregate outstanding principal amount of the Notes is $419,969,839. The principal purpose of the Consent Solicitation and the Proposals is to obtain the consents of Holders of not less than a majority in aggregate principal amount of the outstanding Notes to amend certain provisions in the Indenture, which would allow the Company to pursue business opportunities that may not otherwise be available to it and continually promote its strategic transformation.

The Proposals include amendments to, among other things, amend the "Limitation on Transactions with Affiliates" covenant and the definition of "Permitted Investment" to allow the payment of Deposit amounts under the HOA; an clarify the definition of "Permitted Businesses" to include hydrogen energy business and other types of clean energy and renewable energy businesses. The record date for the Consent Solicitation is 5:00 p.m., Central European Time, on 26 January 2022 (the Record Date). The Consent Solicitation will expire at 5:00 p.m., Central European Time, on 8 February 2022 (the Expiration Date), unless extended or terminated by the Company.

With respect to the Notes, the Company is offering to the holders of record of the Notes as of the Record Date (the Holders) a consent fee of $0.002 for each US$1 in principal amount of the Notes (the Consent Fee), in respect of which any Holder has validly delivered a consent on or prior to the Expiration Date of the Consent Solicitation as described above. The Company's obligation to accept consents and pay the Consent Fee is conditioned on, among other things, there being validly delivered consents from the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (the Requisite Consents).