Statt Torsk ASA

Share Issue/Capital Change • Dec 8, 2022

Statt Torsk ASA: Key information relating to the potential subsequent offering

Statt Torsk ASA: Key information relating to the potential subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Oslo, 8 December 2022: Reference is made to the stock exchange announcement published on 8 December 2022 by Statt Torsk ASA ("Statt Torsk" or the "Company") announcing the successfully placed private placement of new shares in the Company, with gross proceeds of approximately NOK 40 million (the "Private Placement"), and that the Company is considering to conduct a subsequent offering of up to 5,882,352 new shares directed towards eligible shareholders (the "Subsequent Offering").

Key information:

Date on which the terms and conditions of the Subsequent Offering were announced: 8 December 2022

Last day including right: 8 December 2022

Ex-date: 9 December 2022

Record date: 12 December 2022

Date of approval: Expected within two weeks from the date hereof

Maximum number of new shares: 5,882,352

Subscription price: NOK 1.7 per share

Other information: The Subsequent Offering is conditional on, inter alia, the Company's Board of Directors resolving to carry out the Subsequent Offering. Launch of a Subsequent Offering, if carried out, may also be contingent on publishing of a prospectus. Further description of the Subsequent Offering and the terms and other circumstances that must be taken into consideration when subscribing for shares will be announced later. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, decide that the Company shall not carry out the Subsequent Offering, for example if the prevailing market price of the Company's share trade lower than the subscription price, thereby making a subsequent offering redundant.

Advisors

SpareBank 1 Markets AS is acting as Sole Bookrunner in connection with the Private Placement. Ro Sommernes is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.

For more information; statt.no or contact:

Gustave Brun-Lie, CEO, gbl@statt.no

Bjug Borgund, CFO, bb@statt.no

About Statt Torsk ASA

Statt Torsk ASA is listed on Euronext Growth with ticker STATT and with operations in Stad municipality. The company produces and sells farmed Atlantic cod. In 2016-2021, the company carried out three pilot productions to clarify whether commercial production was possible. The company is now in commercial production with currently two sites in Vanylvsfjorden.

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 “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 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 (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 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 announcement.

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, the Company, nor any of their 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 their 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.