Andfjord Salmon

Prospectus • Mar 19, 2025

Andfjord Salmon: Registration of national prospectus for Subsequent Offering

Andfjord Salmon: Registration of national prospectus for Subsequent Offering

19.3.2025 19:54:40 CET | 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

Reference is made to the stock exchange announcements made by Andfjord Salmon

Group AS (the "Company") on 27 February 2025 regarding the successful private

placement of 17,142,858 new shares in the Company (the "Private Placement"), and

the potential subsequent offering of up to 1,714,286 new shares (the "Subsequent

Offering") at the same subscription price as in the Private Placement (i.e. NOK

35 per share), with gross proceeds of up to approximately NOK 60 million.

The Company has prepared a national prospectus (the "Prospectus") for the

Subsequent Offering, which was registered with the Norwegian Register of

Business Enterprises (Norwegian: Foretaksregisteret) today, in accordance with

section 7-8 of the Norwegian Securities Trading Act. Neither the Financial

Supervisory Authority of Norway (Norwegian: Finanstilsynet) nor any other public

authority has carried out any form of review, control, or approval of the

Prospectus. The Prospectus does not constitute an EEA prospectus.

Subject to applicable securities laws, the Prospectus (including the

subscription form for the Subsequent Offering) will be made available on the

following websites prior to commencement of the subscription period for the

Subsequent Offering: www.abgsc.com - http://www.abgsc.com, www.arctic.com -

http://www.arctic.com, and www.sb1markets.no - http://www.sb1markets.no.

The subscription period for the Subsequent Offering will commence on 21 March

2025 at 09:00 hours (CET) and expire on 31 March 2025 at 16:30 hours (CEST). The

Subsequent Offering will, subject to applicable securities law, be directed

towards shareholders in the Company as of 26 February 2025, as registered with

the VPS two trading days thereafter, who were not allocated shares in the

Private Placement, and who are not resident in a jurisdiction where such

offering would be unlawful or (for jurisdictions other than Norway) would

require any prospectus, filing, registration or similar action. A separate stock

exchange announcement with further information regarding the Subsequent Offering

will be published prior to commencement of the subscription period.

ABG Sundal Collier ASA, Arctic Securities AS and SpareBank 1 Markets AS act as

managers for the Subsequent Offering (the "Managers"). Advokatfirmaet Schjødt AS

acts as legal advisor to the Company in connection with the Subsequent Offering.

CONTACTS

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

bjarne.martinsen@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.

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. 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.