Salmon Evolution ASA — Capital/Financing Update 2022

Apr 5, 2022

Salmon Evolution ASA: Private Placement successfully placed

Salmon Evolution ASA: Private Placement successfully placed

Reference is made to the stock exchange notice by Salmon Evolution ASA ("Salmon

Evolution" or the "Company") on 5 April 2022 at 16:30 (CEST) announcing a

contemplated private placement (the "Private Placement") of new ordinary shares

in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK

250 - 300 million ("Offer Size").

The Company is pleased to announce that the Private Placement has been

successfully placed and that the Company's board of directors (the "Board") has

allocated 33,333,333 Offer Shares at a subscription price of NOK 9.00 per share

(the "Subscription Price"), raising gross proceeds of approximately NOK 300

million.

ABG Sundal Collier ASA, DNB Markets (a part of DNB Bank ASA), Nordea Bank Abp

(filial i Norge) and Pareto Securities AS acted as joint bookrunners (together

the "Managers") in connection with the Private Placement.

The Private Placement attracted strong interest from Norwegian, Nordic and

international high-quality investors and was significantly oversubscribed.

The net proceeds from the Private Placement will be used to (i) to partly fund

the second phase of the salmon farming facility at Indre Harøy; (ii) to expand

the capacity at the smolt facility Kraft Laks AS; and (iii) for general

corporate purposes. If the EGM (as defined below) does not approve the issuance

of the Offer Shares in Tranche 2 (as defined below), the Company will not

receive any proceeds from the sale of Offer Shares in Tranche 2. The effective

reduction in proceeds to the Company will in such event be allocated both to the

Indre Harøy phase 2 funding and the Kraft Laks expansion. For the latter, the

Company will seek to portion out the smolt build-out and potentially partly rely

upon external sourcing of smolt for a period of time. It is emphasised that no

decision for commencing the Phase 2 project has been made, and reference is made

to the Company announcement dated 7 February 2022 and 10 February 2022 for

further information.

Allocations and settlement instructions for the Private Placement will be

notified to the applicants by the Managers on or about 6 April 2022. Settlement

of the Private Placement is expected to take place on or about 8 April 2022 on a

delivery versus payment basis.

The Offer Shares have been allocated in two tranches as follows: one tranche

with 22,574,374 Offer Shares ("Tranche 1") and a second tranche with 10,758,959

Offer Shares ("Tranche 2"). Both Tranche 1 and Tranche 2 will be settled with

existing and unencumbered shares in the Company, that are already listed on Oslo

Børs, pursuant to a share lending agreement (the "Share Loan") between the

Company, the Managers, Stette Invest AS, Rofisk AS and Ronja Capital II AS. The

Offer Shares allocated to applicants in both Tranche 1 and Tranche 2 will thus

be tradable from notification of allocation.

The Board has accordingly resolved to increase the Company's share capital by

NOK 1,128,718.70, by issuing 22,574,374 new shares pertaining to the Offer

Shares allocated in Tranche 1, pursuant to the authorisation (the "Board

Authorisation") granted to the Board by the Company's annual general meeting

held on 19 May 2021. The issue of new shares pertaining to the Offer Shares

allocated in Tranche 2 is subject to approval of the Company's extraordinary

general meeting expected to be held on or about 29 April 2022 (the "EGM"). The

Board will call for the EGM by separate announcement, on or about 7 April 2022.

The Tranche 1 portion of the Share Loan will be settled with new shares in the

Company to be issued following settlement of the Private Placement and

registration of the share capital increase pertaining to Tranche 1 in the NRBE.

Stette Invest AS and Rofisk AS' portion of the Share Loan will be settled in

full in connection with the settlement of the Tranche 1 portion of the Share

Loan. The Tranche 2 portion of the Share Loan is with Ronja Capital II AS only

and will be settled with either: (i) new shares in the Company to be issued

following, and subject to, approval of Tranche 2 by the EGM; or (ii) cash equal

to the Offer Shares allocated in Tranche 2 multiplied with the Offer Price if,

and only if, the EGM does not approve Tranche 2. Tranche 2 may thus end up being

a sale of existing shares by Ronja Capital II AS if the EGM does not approve

Tranche 2. Consequently, if the EGM does not approve Tranche 2, the proceeds

from the sale of Offer Shares in Tranche 2 will be for the benefit of Ronja

Capital II AS, and the Company will not receive any proceeds from Tranche 2 in

such circumstance. Therefore, completion of both Tranche 1 and Tranche 2 by

delivery of Offer Shares to applicants will not be subject to approval by the

EGM and the Private Placement investors' acquisition of Offer Shares allocated

to them in Tranche 1 and Tranche 2 will remain final and binding and cannot be

revoked, cancelled or terminated by the respective investors if, for whatever

reason, the EGM does not approve the issue of new shares in Tranche 2. By

applying for Offer Shares in the Private Placement, the applicants allocated

Offer Shares in the Private Placement have undertaken to vote in favour of the

approval of Tranche 2, and if applicable the Subsequent Offering (as defined

below), at the EGM. Such undertakings apply to all shares in the Company held or

controlled by the applicants (directly or indirectly) at the date of the EGM.

Following the registration of the share capital increase pertaining to Tranche 1

in the Norwegian Register of Business Enterprises ("NRBE"), the Company's share

capital will be NOK 16,749,793.15 consisting of 334,995,863 ordinary shares each

with a parvalue of NOK 0.05.

Subject to successful completion of the Private Placement, including the EGM'

approval of Tranche 2, the Company will, following registration of the new share

capital pertaining to both Tranche 1 and Tranche 2 in the NRBE, have a share

capital of NOK 17,287,741.10, divided into 345,754,822 shares, each having a par

value of NOK 0.05.

The Private Placement entails a deviation of the existing shareholders

preferential rights. The Board has considered the structure of the private

placement of new shares in light of the equal treatment obligations under the

Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and

the rules on equal treatment under Oslo Rule Book II for companies listed on the

Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of

equal treatment, and is of the opinion that the Private Placement is in

compliance with these requirements. 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, in view of the current market conditions and the growth

opportunities currently available to the Company. A private placement enables

the Company to raise capital in an efficient manner, and the Private Placement

is structured to ensure that a market based subscription price is achieved.

Based on this, the Board agreed not to conduct a subsequent offering directed

towards shareholders not participating in the Private Placement.

Advisors

The Company has appointed ABG Sundal Collier ASA, DNB Markets (a part of DNB

Bank ASA), Nordea Bank Abp (filial i Norge) and Pareto Securities AS as Joint

Bookrunners. Advokatfirmaet BAHR AS is acting as legal advisor to the Company

For more information, please contact:

Håkon André Berg, CEO (+47 411 92 257)

Trond Håkon Schaug-Pettersen, CFO (+47 911 91 327)

About Salmon Evolution

Salmon Evolution is a Norwegian land-based salmon farming company focused on

extending the ocean's potential by transferring the best preconditions offered

by the sea to farm fish on land through its chosen hybrid flow-through system

technology (HFS). This secures a truly sustainable production process with

controlled and optimal growth conditions and limiting operational and biological

risk.

The Company's first production facility is under construction at Indre Harøy,

strategically located on the Norwegian west coast with unlimited access to fresh

seawater, renewable energy, established infrastructure for salmon farming, and

an educated and experienced work force. The entire project is designed for an

annual capacity of approx. 31,500 tonnes HOG.

The Company has also entered into a joint venture with Dongwon Industries where

the parties will develop, construct and operate a land-based salmon farming

facility in South Korea with an annual production capacity of 16,800 tonnes HOG,

using Salmon Evolution's chosen HFS technology.

Salmon Evolution ASA is listed on Oslo Børs under the ticker SALME.

To learn more, please visit www.salmonevolution.no

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. None of the Managers or any of their respective

affiliates or any of their respective directors, officers, employees, advisors

or agents accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any information

has been omitted from the announcement) or any other information relating to the

Company, its subsidiaries or associated companies, whether written, oral or in a

visual or electronic form, and howsoever transmitted or made available, or for

any loss howsoever arising from any use of this announcement or its contents or

otherwise arising in connection therewith. This announcement has been prepared

by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories and

possessions, any State of the United States and the District of Columbia),

Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction

where to do so would constitute a violation of the relevant laws of such

jurisdiction. The publication, distribution or release of this announcement may

be restricted by law in certain jurisdictions and persons into whose possession

any document or other information referred to herein should inform themselves

about and observe any such restriction. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

This announcement does not contain or constitute an offer to sell or a

solicitation of any offer to buy or subscribe for any securities referred to in

this announcement to any person in any jurisdiction, including the United

States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction

to whom or in which such offer or solicitation is unlawful.

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 "U.S.

Securities Act"), and may not be offered or sold in the United States absent

registration or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company do not intend to register any

securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a set of subscription materials provided to potential investors.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

subscription material.

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

EU Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression "EU

Prospectus Regulation" means Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 (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 Qualified Investors and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The

Managers and their affiliates are acting exclusively for the Company and no-one

else in connection with the Private Placement. They will not regard any other

person as their respective clients in relation to the Private Placement and will

not be responsible to anyone other than the Company, for providing the

protections afforded to their respective clients, nor for providing advice in

relation to the Private Placement, the contents of this announcement or any

transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their

affiliates, acting as investors for their own accounts, may subscribe for or

purchase shares and in that capacity may retain, purchase, sell, offer to sell

or otherwise deal for their own accounts in such shares and other securities of

the Company or related investments in connection with the Private Placement or

otherwise. Accordingly, references in any subscription materials to the shares

being issued, offered, subscribed, acquired, placed or otherwise dealt in should

be read as including any issue or offer to, or subscription, acquisition,

placing or dealing by, such Managers and any of their affiliates acting as

investors for their own accounts. The Managers do not intend to disclose the

extent of any such investment or transactions otherwise than in accordance with

any legal or regulatory obligations 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", "aims", "expect",

"anticipate", "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.

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. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company, each of the Managers and their

respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any forward-looking statement contained in this

announcement whether as a result of new information, future developments or

otherwise. The information, opinions and forward-looking statements contained in

this announcement speak only as at its date and are subject to change without

notice.

This announcement is for information purposes only. It does not purport to be

complete, and it 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 Managers nor any of their

respective affiliates accepts any liability arising from the use of this

announcement. The Company and the Managers, and their respective affiliates,

expressly disclaims any obligation or undertaking to update, review or revise

any statement contained in this announcement whether as a result of new

information, future developments or otherwise.

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.

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 Hans Petter Mortveit, Finance

Manager in Salmon Evolution ASA on 5 April 2022 at 22:31 (CEST).