Gigante Salmon AS

Share Issue/Capital Change • Jun 13, 2024

Gigante Salmon AS: Private placement successfully completed

Gigante Salmon AS: Private placement successfully completed

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

Bodø, 13 June 2024:

Reference is made to the stock exchange announcement by Gigante Salmon AS (the "Company") on 13 June 2024 (the "Announcement") regarding a contemplated private placement of new shares in the Company through an accelerated book-building process (the "Private Placement"). The Company has engaged SpareBank 1 Markets AS (the "Manager") as sole manager of the Private Placement.

The Company is pleased to announce that the book-building for the Private Placement has been successfully completed. On the back of strong investor demand, the Company decided to increase the size of the Private Placement from NOK 200 million to NOK 225 million in gross proceeds through the allocation of 34,615,384 new shares ("Offer Shares") each at a price per Offer Share of NOK 6.50 (the "Offer Price").

The Company intends to use the net proceeds from the Private Placement to fund the Company’s projected investment and working capital needs for the construction and operation of the landbased salmon farming site on Lille Indre Rosøy in Rødøy municipality (the "Rødøy Facility") as well as for general corporate purposes.

The bookbuilding period for the Private Placement closed after close of trading on Euronext Growth Oslo today. Notifications of allotment of the Offer Shares and payment instructions are expected to be distributed to the applicants through a notification from the Manager on 14 June 2024.

The pre-committing investor Gigante Havbruk AS was allocated 20,000,000 Offer Shares in the Private Placement for a total amount of NOK 130 million. Gigante Havbruk AS is a company closely associated with board member Kristian Lorentsen and CEO Kjell Lorentsen. Upon completion of the Private Placement, Gigante Havbruk AS will own 68,126,888 shares in the Company, representing 52.21% of the shares in the Company. Please refer to the attached notifications of trading for further details.

Settlement of the Offer Shares to the investors in the Private Placement other than Gigante Havbruk AS is expected to take place on or about 18 June 2024 on a delivery versus payment ("DvP") basis by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo to be borrowed from Gigante Havbruk AS (the "Share Lender"), pursuant to a share lending agreement entered into between the Company, the Manager and the Share Lender (the "Share Lending Agreement"). The Offer Shares delivered to applicants other than Gigante Havbruk AS will thus be tradable from allocation. The Manager will settle the share loan with new shares in the Company to be resolved issued by the Board pursuant to an authorization to increase the share capital of the Company granted by the Company’s annual general meeting on 15 May 2024 (the "Board Authorization").

Delivery of the Offer Shares allocated to Gigante Havbruk AS (the "Remaining Shares") will be made by issuance of new shares pursuant to the Board Authorization and is conditional upon the share capital increase pertaining to the issuance of the Remaining Shares being validly registered with the Norwegian Register of Business Enterprises ("NRBE") and the allocated Remaining Shares being validly issued and registered in the VPS. The Remaining Shares cannot be traded on Euronext Growth Oslo before the share capital increase pertaining to the issuance of the Remaining Shares has been registered with the NRBE.

Following registration of the share capital increase pertaining to the Offer Shares with the NRBE, the Company will have a share capital of NOK 168,789,643 divided into 168,789,643 shares, each with a par value of NOK 1.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on Euronext Growth Oslo and Euronext Oslo Børs' Guidelines on the rule of equal treatment.

The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company's funding requirements for construction of the Rødøy Facility on a short timeline. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement. On this basis the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.

The Company intends to carry out a subsequent offering (the "Subsequent Offering") with non-tradeable subscription rights of up to 4,615,384 new shares in the Company at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 13 June 2024 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Whether or not such Subsequent Offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. Further, the Subsequent Offering is subject to, inter alia, completion of the Private Placement, approval by the board of directors, and the publication of an offering prospectus.

SpareBank 1 Markets AS is acting as sole manager in connection with the Private Placement. Advokatfirmaet Selmer AS is acting as legal advisor to the Company, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.

For further information, please contact:

Kjell Lorentsen, CEO

Phone: +47 911 22 688

E-mail: kjell@gigante.no

Rune Johansen, CFO

Phone: +47 988 44 724

E-mail: rune@gigantesalmon.no

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Rune Johansen, CFO in Gigante Salmon AS, at the time and date stated above in this announcement.

About Gigante Salmon AS:

Gigante Salmon is a land-based salmon farming company with its first production facility under construction on Lille Indre Rosøy in Rødøy, Norway. The Company’s aquaculture concept is based on a flow-through system, combining the benefits of conventional and land-based aquaculture while simultaneously eliminating issues associated with conventional, sea based, farming. Visit www.gigantesalmon.no for more information.

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement 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 "US 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 US 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 in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act.

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 the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State). This communication is only being distributed to and is only directed at persons in the United Kingdom that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").

This communication 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 for 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.

Matters discussed in this announcement may constitute or include certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may include, without limitation, any statements preceded by, followed by or including words such as "aims", "anticipates", "believes", "can have", "continues", "could", "estimates", "expects", "intends", "likely", "may", "plans", "projects", "should", "target" "will", "would" and words or expressions of similar meaning or the negative thereof. These statements are based on the management’s current views and assumptions and involve both known and unknown risks and uncertainties and assumptions that are within and outside the management's control. Although the Company believes that the expectations implied in any such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results, performance or events may differ materially from those set out or implied in the forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. The forward-looking statements included in this announcement represent the Company's views as of the date of this announcement and subsequent events and developments may cause the Company's views to change. The Company disclaims any obligation to update forward-looking information except as required by law. Readers should not place undue reliance on any forward-looking statement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.

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.