Andfjord Salmon

Share Issue/Capital Change • Feb 26, 2025

Andfjord Salmon - Private placement successfully placed

Andfjord Salmon - Private placement successfully placed

27.2.2025 00:27:09 CET | Andfjord Salmon | Inside information

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

Reference is made to the stock exchange announcement by Andfjord Salmon Group AS

("Andfjord Salmon" or the "Company") on 26 February 2025, regarding a

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

The Company hereby announces that it has allocated 17,142,858 Offer Shares at a

subscription price of NOK 35 per share (the "Offer Price"), raising gross

proceeds of approximately NOK 600 million (the "Private Placement"). ABG Sundal

Collier ASA, Arctic Securities AS and SpareBank 1 Markets AS acted as joint

bookrunners (the "Managers") in connection with the Private Placement. The net

proceeds from the Private Placement will be used for advancement of the

Company's Phase 2 construction at Kvalnes, optimization of fish logistics for

improved production output, preparations for adherence to expected regulatory

changes, as well as general corporate purposes.

Completion of the Private Placement remains subject to approval of the issuance

of Offer Shares by an extraordinary general meeting of the Company expected to

be held on or about 13 March 2025 (the "EGM").

The following close associates to primary insiders were allocated Offer Shares

in the Private Placement:

* Jerónimo Martins Agro-Alimentar, S.A., close associate to board member Antonio

Serrano, was allocated 6,471,428 Offer Shares

* Eidsfjord Sjøfarm AS, close associate to board member Knut Roald Holmøy, was

allocated 428,571 Offer Shares

* UFI AS, close associate to board member Kim Strandenæs, was allocated 285,714

Offer Shares

The Offer Shares are expected to be settled on a delivery versus payment basis

on or about 13 March 2025 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") expected to be entered into

between the Company, Jerónimo Martins Agro-Alimentar S.A and the Managers. The

Managers will settle the Share Lending Agreement with new shares in the Company

to be resolved issued following approval by the EGM. The Offer Shares allocated

to applicants will be tradable from the time the market is notified that the

issuance of Offer Shares has been approved.

Completion of the Private Placement is subject to all necessary corporate

resolutions being validly made, including approval of the issuance of the Offer

Shares by the EGM. Further, completion of the Private Placement is subject to

registration of the share capital increase pertaining to the Private Placement

with the Norwegian Register of Business Enterprises and the Offer Shares being

validly issued and registered with Euronext Securities Oslo (VPS).

Members of management and key employees will agree with the Managers to a

lock-up for a period of 12 months from the settlement date for the Private

Placement, subject to customary exceptions. The Company and members of the

Company's Board will agree with the Managers to a lock-up for a period of six

months from the settlement date for the Private Placement, subject to customary

exceptions.

The Private Placement involves that the shareholders' preferential rights to

subscribe for and be allocated the Offer Shares are set aside. The Board of

Directors of the Company (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 a private placement. The

Private Placement enables the Company to secure equity financing for advancement

of the Company's Phase 2 construction at Kvalnes, optimization of fish logistics

for improved production output, preparations for adherence to expected

regulatory changes, as well as general corporate purposes. Further, a private

placement will reduce execution and completion risk and allows 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 Offer Price 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 1,714,286 new shares in the

Company which, subject to applicable securities law, will be directed towards

existing shareholders in the Company as of 26 February 2025 (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 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.

Advokatfirmaet Schjødt AS acted as legal advisor to the Company in connection

with the Private Placement.

DISCLOSURE REGULATION

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 the Norwegian Securities Trading Act. This stock exchange

announcement was published by Bjarne Martinsen, CFO of the Company, at the date

and time set out herein, on behalf of the Company.

CONTACTS

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

bjarne.martinsen@andfjord.no

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

martin@andfjord.no

ABOUT ANDFJORD SALMON

Located at Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord

Salmon is developing the world's most sustainable and fish-friendly aquaculture

facility of its kind. Through a proprietary flow-through system, Andfjord Salmon

combines the best from ocean and land-based salmon farming. In its first

production cycle, the company achieved an industry-leading survival rate of 97.5

percent, feed conversion ratio of 1.05, superior share of 91.1 percent, and

required 1 kWh to produce one kilo of salmon. For more information, see

www.andfjordsalmon.com - http://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

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 of 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 in the

Company. Neither the Managers nor any of their respective affiliates accepts any

liability arising from the use of this announcement.