TGS ASA — Capital/Financing Update 2020

May 26, 2020

NTS ASA – Ice Fish Farm AS: Contemplated private placement and listing on Merkur Market

NTS ASA – Ice Fish Farm AS: Contemplated private placement and listing on Merkur Market

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.

Rørvik, 26 May 2020. Reference is made to the stock exchange announcement dated 7 May 2020 regarding a potential private placement in Fiskeldi Austfjarda hf. (“Fiskeldi”), an Icelandic salmon farming company, part-owned by NTS ASA through its wholly-owned subsidiary Midt-Norsk Havbruk AS (“Midt-Norsk Havbruk”), and the engagement of ABG Sundal Collier ASA and DNB Markets, part of DNB Bank ASA as financial advisors to Fiskeldi (collectively the “Joint Global Coordinators”). In connection with the contemplated private placement, a newly established Norwegian holding company, Ice Fish Farm AS (“Ice Fish Farm” or the “Company”, and together with Fiskeldi and its subsidiaries, the "Group"), will become the owner of 100% of the shares in Fiskeldi and will be the issuer of the shares to be offered in the Private Placement (as defined below).

Ice Fish Farm is contemplating a private placement comprising of an offer of new shares raising gross proceeds of approximately NOK 300 million (the “Primary Offering”) and a sale of existing shares in the Company from current minority shareholders of approximately NOK 89 million (the “Secondary Offering”, and together with Primary Offering, the “Private Placement”).

The net proceeds from the Primary Offering will primarily be used to invest in the value chain in order to support further production growth within the existing licenses, this includes expansion of the smolt capacity, new farming equipment and biomass build-up. In addition, a portion of the net proceeds will be used for repayment of two outstanding convertible loans to Midt-Norsk Havbruk in an amount of approximately NOK 59 million. The Company will not receive any proceeds from the Secondary Offering.

The price per share in the Private Placement has been set to NOK 33.50, equivalent to a pre-money equity value of the Company of NOK 1,508 million based on 45,000,000 shares currently outstanding in the Company. The Company’s majority shareholder, Midt-Norsk Havbruk, has pre-committed to apply for and acquire shares for a total amount of up to NOK 70 million in the Private Placement. In addition, two cornerstone investors, have, subject to certain conditions, undertaken to subscribe for and be allocated shares as follows: (i) DNB Asset Management has undertaken to subscribe for shares for NOK 100 million and be allocated shares for a minimum of NOK 80 million; (ii) Swedbank Robur Fonder has undertaken to subscribe for and be allocated shares for NOK 40 million.

The bookbuilding period in the Private Placement will commence today, 26 May 2020 at 09:00 CEST and close on 28 May 2020 at 16:30 CEST. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period, or cancel the Private Placement, at their sole discretion and on short notice. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

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 and amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulation are available.

Ice Fish Farm has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be on or about Monday 8 June 2020.

Ice Fish Farm and the Group in brief:

Fiskeldi was founded in 2012 by the Group’s existing management team and is today one of the leading salmon farmers in Iceland, situated in the East fjords. The Group has a well-developed and integrated value-chain controlling all steps from hatchery to branded sales.

The Group harvested 4,007 tonnes HOG Atlantic salmon in 2019, and achieved an EBIT/Kg HOG of NOK 16.9 (by using market standard generational accounting principles). Furthermore, the Group foresees significant growth in harvest volumes going forward, as it currently holds licenses for production of 20,800 tonnes of salmon in two fjords and five sites, of which 12,000 tonnes is fertile and 8,800 tonnes is sterile, with validly submitted applications for an additional 16,800 tonnes (6,500 tonnes fertile and 10,300 tonnes sterile) in two additional fjords.

Fiskeldi is currently majority owned by Midt-Norsk Havbruk, a high performing Norwegian salmon farmer, and is thus able to leverage best practices from the Norwegian salmon farming industry in its day-to-day operations and growth preparations. Furthermore, the Group is the only salmon farmer in the world with the highly sought after AquaGAP certification which reflects and validates its environmentally-friendly production. Building on the AquaGAP certification and other attractions related to the Group’s location and way of business, the Group has pursued a premium positioning for its salmon and have historically been able to achieve a high price relative to relevant industry benchmarks. The majority of the Group’s production is currently sold into the Unites States. The Group expects to harvest c. 6,150 tonnes in 2020, c. 6,800 tonnes in 2021 and c. 15,850 tonnes in 2022 (approximate figures in HOG).

Company highlights:

• 4,007 tonnes HOG harvested in 2019, achieved 16.9 NOK EBIT/Kg (HOG)

• Stocking smolt currently to harvest ~15,850 tonnes HOG in 2022

• Holds licenses of 20,800 tonnes and valid applications for additional 16,800 tonnes

• High sustainability focus and product quality has enabled premium pricing

• Dedicated management team and strong operational support from current majority shareholder Midt-Norsk Havbruk, a high performing Norwegian salmon farmer

Advisors:

ABG Sundal Collier ASA and DNB Markets, part of DNB Bank ASA, are engaged as financial advisors to the Company and as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators.

Danske Bank, Norwegian branch acts as financial advisor to NTS ASA and Arntzen de Besche Advokatfirma AS acts as legal advisor to Ice Fish Farm and NTS ASA.

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

For more information please contact:

Harry Bøe, Chief Executive Officer

+47 908 78 071

Roar Myhre, Chief Financial Officer

+47 477 08 800

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 NTS ASA.

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 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 NTS ASA and 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. Neither NTS ASA nor the Company makes any guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

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 NTS ASA nor the Company 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 Joint Global Coordinators nor any of their respective 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 Joint Bookrunners nor any of their respective 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.