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SalMar ASA

Share Issue/Capital Change Oct 14, 2020

3731_iss_2020-10-14_c3fcc9cc-f111-4bca-87f6-156c64aba0dc.html

Share Issue/Capital Change

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SalMar - Icelandic Salmon AS: Upsizing of private placement

SalMar - Icelandic Salmon AS: Upsizing of private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATED 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.

Kverva, 14 October 2020. Reference is made to the announcements by SalMar ASA

("SalMar") published on 13 October 2020 regarding the contemplated private

placement of shares (the "Private Placement") and listing on Merkur Market of

Icelandic Salmon AS ("Icelandic Salmon" or the "Company", previously named

Arnarlax AS).

As the Private Placement has attracted strong interest from high-quality

institutional investors, and is multiple times oversubscribed, the board of

directors of the Company has decided to increase the size of the primary

offering in the Private Placement from approximately NOK 432 million to

approximately NOK 500 million.

Accordingly, following this upsizing, the Private Placement consists of an offer

of up to 5,629,344 shares in total, consisting of (i) a primary offering of up

to 4,347,826 new shares in Icelandic Salmon to raise gross proceeds of up to

approximately NOK 500 million and (ii) a secondary offering of up to 1,281,518

existing shares from certain selling shareholders, equivalent to proceeds of up

to approximately NOK 147 million.

Icelandic Salmon intends to use the net proceeds from the primary offering of

the Private Placement to fund growth and develop Icelandic Salmon's value chain

within existing license portfolio, including investment in the expansion of

smolt capacity, upgrade processing facility (Bíldudalur), farming equipment,

branding initiatives and biomass build-up.

The bookbuilding period in the Private Placement will close today, 14 October

2020, at 16:30 hours (CEST), subject to any decision to shorten or extend the

bookbuilding period.

DNB Markets, a part of DNB Bank ASA is acting as Sole Global Coordinator and

Joint Bookrunner and Arctic Securities AS and Arion Banki hf. are acting as

Joint Bookrunners in connection with the private placement. Advokatfirmaet

Thommessen AS is acting as legal advisor to Icelandic Salmon and Wikborg Rein

Advokatfirma AS is acting as legal advisor to the Joint Bookrunners.

For more information, please contact:

Trine Sæther Romuld

CFO & COO

Tel: +47 991 63 632

Email: [email protected]

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act.

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 or SalMar.

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.

Neither the Company nor SalMar intends 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. Neither the Company nor SalMar undertakes 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 Managers 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 or SalMar. Neither

the Managers 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.

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