Salmon Evolution ASA — Share Issue/Capital Change 2021

Mar 11, 2021

Salmon Evolution Holding AS: Key information related to the Subsequent Offering

Salmon Evolution Holding AS: Key information related to the Subsequent Offering

Reference is made to the stock exchange announcement by Salmon Evolution Holding

AS (the "Company") on 11 March 2021 regarding a successfully placed private

placement (the "Private Placement") of new shares in the Company.

The Board of Directors has resolved to propose to the Company's extraordinary

general meeting that the Company conducts a subsequent offering (the "Subsequent

Offering") with gross proceeds of up to NOK 49,999,998 by issuing up to

8,333,333 new shares at NOK 6.00 per share, equal to the subscription price in

the Private Placement.

The Subsequent Offering will, on the basis of a prospectus approved by the

Norwegian Financial Supervisory Authority (the "Prospectus"), be directed

towards shareholders in the Company as of 10 March 2021, as registered in the

VPS on 12 March 2021, 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 (the "Eligible Shareholders"). The Eligible

Shareholders are expected to be granted non-tradable subscription rights.

In accordance with the continuing obligations for companies admitted to trading

on Euronext Growth (Oslo), the following key information is given with respect

to the Subsequent Offering:

· Date on which the terms and conditions of the repair issue were announced:

11 March 2021

· Last day of trading in the Company's shares including right: 10 March 2021

· Ex. date: 11 March 2021

· Record date: 12 March 2021

· Date of approval: 18 March 2021

· Maximum number of new shares to be issued: 8,333,333

· Subscription price: NOK 6.00 per share

· Maximum gross proceeds: NOK 49,999,998

· Will the rights be listed: No

The  Subsequent Offering is  subject to certain  terms and conditions, including

completion  of the  Private Placement,  approval of  the EGM  Resolution,

prevailing market price of the Company's shares and approval  of a prospectus.

See  the announcement  published by  the  Company on 11 March 2021 for further

information.

This information is published in accordance with the requirements of the

Continuing Obligations.

For more information, please contact:

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

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

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.