Andfjord Salmon

Share Issue/Capital Change • Dec 1, 2020

Andfjord Salmon AS: Contemplated private placement

Andfjord Salmon AS: Contemplated private placement

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.

Andfjord Salmon AS: Contemplated private placement

Sortland, 1 December 2020. Andfjord Salmon AS (“Andfjord Salmon” or the “Company”) has engaged ABG Sundal Collier ASA and SpareBank 1 Markets AS as Joint Lead Managers and Bookrunners (the “Managers”) to advise on and effect a contemplated private placement of between 1,500,000 and 2,100,000 new shares (the “Offer Shares”) in the Company (the “Private Placement”).

With reference to the stock exchange announcement dated 19 August 2020, the Company earlier this year announced that it, for biological reasons, made the decision to move the release of the first smolt to the spring of 2021. This decision has simultaneously opened up a fast-tracking opportunity to initiate a parallel development of Kvalnes Phase 2, expanding capacity from 1,000 to 10,000 tonnes MAB, equivalent to a target production volume of 12,500 tonnes HOG. By commencing the parallel development, the Company anticipates biological and time saving benefits, in addition to a significant de-risking of the Kvalnes expansion. Further, initiating the parallel development results in saved expenses related to de-mobilization and mobilization of required machinery, and does not otherwise affect total capex.

The net proceeds from the Private Placement will be used (i) to fast-track the development of Kvalnes Phase 2 by moving the planned investments in blasting and excavation work six months forward, and (ii) for general corporate purposes.

The subscription price and total number of Offer Shares to be issued will be determined following an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CET and will close at 08:00 CET on 2 December 2020. The bookbuilding may, at the discretion of the Company, be shortened or extended at any time and for any reason. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 2 December 2020.

Certain existing shareholders in the Company have collectively pre-committed to subscribe for shares for up to NOK 40 million in the Private Placement, where primary insiders have pre-committed to subscribe for shares for up to NOK 16.5 million in the Private Placement. The primary insiders who have pre-committed to subscribe for shares in the Private Placement are UFI AS (represented on the Board of Directors through Kim Strandenæs), Skagerak Vekst AS (a company owned 100% by Tore Traaseth, member of the Board of Directors), Blue Marine Invest AS (a company owned 100% by Helge Krøgenes, CFO) and OG Invest AS (a company owned 100% by Olaf Gauslå, member of the Advisory Board).

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

Completion of the Private Placement is conditional on the Company resolving to complete the Private Placement and issue the new shares allocated thereunder in accordance with an authorisation granted by the Company's annual general meeting in March 2020 (the “Authorisation”). The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth, pursuant to a share lending agreement between the Managers, the Company and Andfjord Holding AS, in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares will be tradable from allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board of Directors pursuant to the Authorisation, expected on or about 8 December 2020.

Andfjord Salmon in brief:

Andfjord Salmon was established in 2014 by the founder Roy Bernt Pettersen, currently the Chairman of the Board of Directors, taking an active part in the Company’s operations. The Company holds a concession to farm 10,000 tonnes (MAB), equivalent to a target production volume of 12,500 tonnes HOG of salmon in its shore based facility located on Andøya, the northernmost island in the Arctic Archipelago of Lofoten, Vesterålen.

Built on a foundation of innovation and sustainable salmon farming, Andfjord Salmon has developed a patented seawater flow-through technology that combines the benefits from traditional ocean net-pens and land-based salmon farming. This provides favourable farming conditions at relatively low investment and operating costs. At its location on Andøya, Andfjord Salmon has vast supply of oxygen-rich seawater, with favourable and stable temperatures reducing farming time. Through water intake at different depths and filtering systems, the design alleviates well known biological issues, such as lice and algae.

The Company focuses on sustainable production throughout its entire farming cycle, striving to achieve the lowest environmental impact possible. Andfjord Salmon aims to become a leading player in sustainable aquaculture through a culture and value-chain built around fish welfare, healthy food for the end markets and lowest possible footprint (i.a. through reduced feed waste and waste recovery) and energy consumption).

Andfjord Salmon has acquired land, governmental concession and necessary entitlements for an annual production of 10,000 tonnes (MAB) at Kvalnes. In addition, the Company has expansion potential on two additional sites on the East shores of Andøya, representing substantial growth potential.

Company highlights:

• Facility based on patented seawater flow-through system, combining the benefits from traditional net-pen and land-based aquaculture

• The flow-through system has been simulated and reviewed as functional by Sintef Ocean, a leading engineering and research facility for the Ocean Space

• Farming sites are strategically located at Andøya, with immediate access to nutrient and oxygen-rich seawater with favourable and stable temperatures

• Holds licenses for 10,000 tonnes (MAB) with targeted production in excess of 12,500 tonnes (HOG) when fully developed

• Ambition to reach a total license capacity of 70,000 tonnes (MAB)

• Strict focus on sustainability and high product quality to achieve a premium positioning

• Aims to utilise biological waste from pools as sustainable resource; Norwegian Institute of Bioeconomy Research confirms that fish sludge from Andfjord Salmon has potential to be used in growth media such as organic fertilizer and organo-mineral fertilizer for agriculture and gardening

• Dedicated management team and founder, supported by individuals with long experience from salmon farming in the Board of Directors and Advisory Board

Advisors:

ABG Sundal Collier ASA and SpareBank 1 Markets AS are engaged as Managers in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and the Managers.

For more information please contact:

Martin Rasmussen, Chief Executive Officer

+47 975 08 665

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 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.