Norcod — Share Issue/Capital Change 2024

Feb 29, 2024

NORCOD AS: PRIVATE PLACEMENT SUCCESSFULLY PLACED

NORCOD AS: PRIVATE PLACEMENT SUCCESSFULLY PLACED

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement by Norcod AS ("Norcod" or the "Company") published on 29 February 2024, regarding launch of a contemplated private placement of new shares in the Company to raise gross proceeds of NOK 150 – 175 million (the "Private Placement").

Norcod is pleased to announce that the Private Placement has been successfully placed and that board of directors have resolved to allocate 14,166,667 offer shares (the "Offer Shares") at a subscription price of NOK 12 per Offer Share, which will raise gross proceeds to the Company of NOK 170,000,004.

Further, the Company is pleased to welcome Highliner Foods as a new shareholder of 4,412,000 shares. Artha Kapitalforvaltning was allocated 6,333,333 shares and Sirena Group was allocated 833,333 shares.

ABG Sundal Collier ASA acted as sole bookrunner (the “Manager”).

The net proceeds from the Private Placement will be used to fund the Company’s working capital and for general corporate purposes as previously announced in the Company's Q4 Financial report for 2023.

Settlement of the Private Placement is expected to take place on a delivery versus payment basis by delivery of existing and unencumbered shares of the Company under two share lending agreements and shares issued at an extraordinary general meeting of the Company expected to be held on or about 15

March 2024 (the “EGM”).

Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a registered share capital of NOK 21,797,170.5 divided into 43,594,341 shares, each with a nominal value of NOK 0.5.

The Board of Directors has considered the structure of the contemplated offering of new shares in light of the equal treatment obligations under the Norwegian Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under the rules for companies listed on Euronext Growth and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Company is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to be in a position to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. Accordingly, the existing shareholders preferential rights to subscribe for new shares in the Private Placement will be deviated from.

The Company has, subject to completion of the Private Placement and approval by the EGM, and certain other conditions, resolved to carry out a subsequent repair offering of (the "Subsequent Offering") of up to 1,333,333 new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 29 February 2024 (as registered in the VPS two trading days thereafter) (the “Record Date”), who i) were not allocated Offer Shares in the Private Placement, (ii) not contacted during market sounding ahead of announcement of the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway and any other jurisdiction(s) decided by the board of directors) require a prospectus, registration document or similar action (the "Eligible Shareholders"). A Subsequent Offering will be subject to approval by the EGM, whereas the Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as at the Record Date. Launch of a Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including approval by the board of directors of the Company and the EGM and (iii) the publication of a national prospectus by the Company.

Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection with the Private Placement.

For further information, please contact:

Christian Riber,

CEO, Norcod AS

Tel: +47 905 37 990

E-mail: cr@norcod.no

About Norcod

Norcod AS’ core business is commercial sea farming of cod but through ownership and partnerships is involved in the entire value chain. Norcod’s existing fish farms are located in Mid-Norway with ideal conditions for cod. The company is contributing to blue ocean value creation with minimal impact on the environment while supporting local communities. Norcod is listed on Oslo’s Euronext Growth

market.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation (MAR).