Andfjord Salmon

Share Issue/Capital Change • Jun 26, 2023

Andfjord Salmon AS - Private placement successfully placed

Andfjord Salmon AS - Private placement successfully placed

27.6.2023 00:25:34 CEST | Andfjord Salmon | Additional regulated information

required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY

OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL

Oslo 27 June 2023: Reference is made to the stock exchange announcement by

Andfjord Salmon AS ("Andfjord Salmon" or the "Company") on 26 June 2023

regarding the contemplated private placement of new shares (the "Offer Shares").

The Company hereby announces that it has allocated 15,974,026 Offer Shares at a

subscription price of NOK 38.50 per share, raising gross proceeds of

approximately NOK 615 million (the "Private Placement"). ABG Sundal Collier ASA,

Arctic Securities and SpareBank 1 Markets are acting as Joint Bookrunners (the

"Joint Bookrunners") in connection with the Private Placement.

The net proceeds from the Private Placement will be used to expand the Company's

production capacity at Kvalnes and for general corporate purposes.

The following primary insiders were allocated Offer Shares at the Offer Price:

* Jerónimo Martins Agro-Alimentar, S.A., represented on the board of directors

by Antonio Serrano, was allocated 10,000,000 Offer Shares

* Eidsfjord Sjøfarm AS, represented on the board of directors by Knut Holmøy,

was allocated 2,077,922 Offer Shares

* Andfjord Holding AS, represented on the board of directors by Roy Bernt

Pettersen, was allocated 244,155 Offer Shares

* UFI AS represented on the board of directors by Kim Strandenæs, was allocated

192,207 Offer Shares

* Skagerak Vekst AS represented on the board of directors by Tore Traaseth, was

allocated 135,065 Offer Shares

The Offer Shares were allocated in two tranches as follows: one tranche with

5,922,078 Offer Shares ("Tranche 1") and a second tranche with 10,051,948 Offer

Shares ("Tranche 2").

Tranche 1 is expected to be settled on a delivery versus payment basis on or

about 29 June 2023 by delivery of existing and unencumbered shares in the

Company that are already listed on Euronext Growth Oslo pursuant to a share

lending agreement (the "Share Lending Agreement") entered into between the

Company, Andfjord Holding AS, Skagerak Vekst AS and the Managers. The new shares

in Tranche 1 were resolved issued by the Company's board of directors pursuant

to the board authorisation (the "Board Authorisation") granted by the annual

general meeting of the Company held on 12 May 2023, and will be used to settle

the share loan pursuant to the Share Lending Agreement.

Tranche 2 is expected to be settled on or about 11 July 2023. Issuance of new

shares in Tranche 2 is subject to approval by the extraordinary general meeting

of the Company (the "EGM") expected to be held on or about 5 July 2023.

The Offer Shares allocated to applicants in Tranche 1 will be tradable upon

allocation and Offer Shares allocated in Tranche 2 will be tradable after the

share capital increase pertaining to Tranche 2 has been registered with the

Norwegian Register of Business Enterprises (the "NRBE").

Jerónimo Martins will receive their allocation in Tranche 2.

Completion of Tranche 2 is subject a resolution by the EGM to issue the Offer

Shares in Tranche 2. Further, completion of the Private Placement is subject to

registration of the share capital increase in the Norwegian Register of Business

Enterprises and the Offer Shares being validly issued and registered with the

Norwegian Central Securities Depository (VPS). Completion of Tranche 1 is not

conditional upon completion of Tranche 2. The settlement of Offer Shares under

Tranche 1 will remain final and binding and cannot be revoked, cancelled or

terminated by the respective applicants if Tranche 2 is not completed.

Following registration of the new share capital pertaining to the Private

Placement (i.e. both Tranche 1 and Tranche 2), the Company will have a share

capital of NOK 57,012,953 divided into 57,012,953 shares, each with a par value

of NOK 1.00.

The Private Placement involves that the shareholders' preferential rights to

subscribe for and be allocated the Offer Shares are set aside. 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 rules on

equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock

Exchange's Guidelines on the rule of equal treatment. The Board is of the view

that it is in the common interest of the Company and its shareholders to raise

equity through the Private Placement. The Private Placement enables the Company

to secure equity financing to expand the Company's production capacity at

Kvalnes, shortly after securing commitment for a bank financing. Further, the

Private Placement entails reduced execution and completion risk and allows for

the Company to utilize current market conditions and raise capital more quickly,

at a lower discount compared to a rights issue and without the underwriting

commissions normally seen with rights offerings. 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 Private Placement 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 2,077,923 new shares

in the Company which, subject to applicable securities law, will be directed

towards existing shareholders in the Company as of 26 June 2023 (as registered

in the VPS two trading days thereafter), who (i) were not allocated Offer Shares

in the Private Placement, and (ii) 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 EGM, and the publication of an offering prospectus.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in

connection with the Private Placement.

CONTACTS

* Investors: Bjarne Martinsen, CFO, Andfjord Salmon AS, +47 975 08 345,

bjarne.martinsen@andfjord.no

* Media: Martin Rasmussen, CEO, Andfjord Salmon AS, +47 975 08 665,

martin@andfjord.no

ABOUT ANDFJORD SALMON

Located at Kvalnes on the island of Andøya on the Arctic Archipelago of

Vesterålen, Norway, Andfjord Salmon has developed an innovative and sustainable

aquaculture concept for land-based farming of Atlantic salmon, based on a

flow-through technology solution. The company's ambition is to build the world's

most sustainable and fish-friendly aquaculture facility of its kind.

Andfjord Salmon AS is listed on Euronext Growth under the ticker ANDF.

www.andfjordsalmon.com - http://www.andfjordsalmon.com/

Important Notices

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. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. 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. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

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 or their

securities 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 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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 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 forward-looking

statements. 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. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, 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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. Such risks, uncertainties,

contingencies and other important factors 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 provide any guarantees that the

assumptions underlying the forward-looking statements in this announcement are

free from errors nor does it accept any responsibility for the future accuracy

of the opinions expressed in this announcement or any obligation to update or

revise the statements in this announcement to reflect subsequent events. You

should not place undue reliance on the forward-looking statements in this

document.

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 of the Joint Bookrunners 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 in the Company. Neither the Joint

Bookrunners nor any of their respective affiliates accepts any liability arising

from the use of this announcement.