22.5.2024 16:30:00 CEST | Andfjord Salmon | Inside information

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UNLAWFUL

Andfjord Salmon Group AS ("Andfjord" or the "Company") has retained ABG Sundal
Collier ASA, Arctic Securities AS, DNB Markets and SpareBank 1 Markets AS as
Joint Bookrunners in connection with a private placement (the "Private
Placement") of new shares in the Company (the "Offer Shares") to raise gross
proceeds of between NOK 300 to 350 million. The price per Offer Share in the
Private Placement will be determined through an accelerated bookbuilding
process. 

The net proceeds from the Private Placement will be used to expand the Company's
production capacity at Kvalnes, ramping up biomass, and for general corporate
purposes. Please visit the Company's website for an updated Company
Presentation: 
https://www.andfjordsalmon.com/en/our-investors/reports-and-presentations/. 

The following investors have pre-committed to subscribe for Offer Shares in the
Private Placement: 

- High Liner Foods Incorporated (TSX: HLF), a leading processor and marketer of
seafood serving the US and Canada , has pre-committed to subscribe for and will
be allocated Offer Shares for the NOK equivalent of USD 10.0 million (approx.
NOK 107 million).

- The Company's largest shareholder, Jerónimo Martins Agro-Alimentar S.A
(holding 25.1% of the outstanding shares in the Company and represented on the
Board of Directors by Antonio Serrano), has pre-committed to subscribe for and
will be allocated Offer Shares for the NOK equivalent of EUR 7.5 million
(approx. NOK 87 million).

- Jan Heggelund has, through private accounts and through his wholly owned
company Ristora AS (combined holding of 2.7% of the outstanding shares in the
Company), pre-committed to subcribe for and will be allocated Offer Shares for a
total of NOK 30 million.

- Eidsfjord Sjøfarm (holding 4.5% of outstanding shares in the Company and
represented on the Board by Knut Holmøy) has pre-committed to subscribe for and
will be allocated Offer Shares for its pro rata share.

- Leonhard Nilsen & Sønner AS (LNS), a Norwegian construction specialist holding
0.7% of the outstanding shares in the Company, has pre-committed to subscribe
for and will be allocated Offer Shares for NOK 10 million. 

Martin Rasmussen, CEO of Andfjord Salmon Group AS, comments: "Our Kvalnes
build-out is on track and on budget, and the 'post-smolt' opportunity we
announced on 29 February this year has generated significant interest from
industrial investors. We have decided to utilize this positive momentum to our
advantage and raise funds that provide us with added financial flexibility. We
are delighted that strong, international industrial investors have pre-committed
for substantial amounts". 

The Private Placement will be directed towards Norwegian and international
institutional investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus or registration requirements. 

The final size of the Private Placement (the "Offer Size") and the number of
Offer Shares to be issued will be determined by the Board of Directors of the
Company (the "Board") following an accelerated bookbuilding process.

The bookbuilding period for the Private Placement commences today, 22 May 2024
at 16:30 CEST and closes on 23 May 2024 at 08:00 CEST. The bookbuilding period
may, at the discretion of the Company and the Joint Bookrunners, close earlier
or later and may be cancelled at any time and consequently, the Company may
refrain from completing the Private Placement. The Company will announce the
final number of Offer Shares placed and the final subscription price in the
Private Placement in a stock exchange announcement to be published before the
opening of trading on Euronext Growth Oslo tomorrow, 23 May 2024. Completion of
the Private Placement is subject to final approval by the Board. 

The minimum subscription and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available. The allocation will be determined after the bookbuilding period and
final allocation will be made at the Board's sole discretion. Notification of
allotment and payment instructions is expected to be issued to the applicants on
or about 23 May 2024 through a notification to be issued by the Joint
Bookrunners.

The Private Placement is expected to be settled on a delivery versus payment
basis on or about 27 May 2024 by delivery of existing and unencumbered shares in
the Company that are already listed on Euronext Growth Oslo pursuant to a share
lending agreement (the "Share Lending Agreement") expected to be entered into
between the Company, Andfjord Holding AS, OG Invest AS, Skagerak Vekst AS,
SpareBank 1 Markets AS and the Joint Bookrunners. The Offer Shares are expected
to be issued by the Board pursuant to the board authorisation (the "Board
Authorisation") granted by the annual general meeting of the Company held on 7
May 2024, and will be used to settle the share loan pursuant to the Share
Lending Agreement. The Offer Shares allocated to applicants will as such be
tradable upon allocation. Completion of the Private Placement is subject to a
resolution by the Board to issue the Offer Shares pursuant to the Board
Authorization. Further, completion of the Private Placement is subject to the
Board resolving to consummate the Private Placement and to allocate the Offer
Shares, registration of the share capital increase in the NRBE and the Offer
Shares being validly issued and registered with the Norwegian Central Securities
Depository (VPS). 

Members of management and key employees will agree with the Joint Bookrunners to
a lock-up for a period of 12 months from the settlement date for the Private
Placement, subject to customary exceptions. The Company and Members of the
Company's Board will agree with the Joint Bookrunners to a lock-up for a period
of 6 months from the settlement date for the Private Placement, subject to
customary exceptions. 

The contemplated Private Placement involves that the shareholders' preferential
rights to subscribe for and be allocated the Offer Shares are set aside. The
Board has considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Private Limited Companies Act, the
rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo
Stock Exchange's Guidelines on the rule of equal treatment. 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. The Private Placement enables the
Company to secure equity financing to expand the Company's production capacity
at Kvalnes, ramping up biomass and for general corporate purposes. Further, a
private placement will reduce execution and completion risk and allows for the
Company to utilize current market conditions and raise capital more quickly, at
a lower discount compared to a rights issue and without the underwriting
commissions normally seen with rights offerings. Further, the Subsequent
Offering (as defined below), if implemented, will secure that eligible
shareholders will receive the opportunity to subscribe for new shares at the
same subscription price as that applied in the Private Placement. On this basis
the Board has considered the proposed transaction structure to be in the common
interest of the Company and its shareholders.

The Company may, subject to completion of the Private Placement, consider
conducting a subsequent share offering of new shares (the "Subsequent
Offering"). If carried out, the size and structure of the Subsequent Offering
shall be in line with market practice. Shareholders being allocated shares in
the Private Placement will not be eligible to participate in a Subsequent
Offering. The Company reserves the right in its sole discretion to not conduct
or cancel the Subsequent Offering. 

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in
connection with the Private Placement.

DISCLOSURE REGULATION

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 Bjarne Martinsen, CFO at Andfjord Salmon Group AS
on 22.5.2024 16:30:00 CEST on behalf of the Company.

CONTACTS

 * Bjarne Martinsen, CFO, Andfjord Salmon AS, +47 975 08 345,
   bjarne.martinsen@andfjord.no 
 * Media: Martin Rasmussen, CEO, Andfjord Salmon AS, +47 975 08 665,
   martin@andfjord.no 

ABOUT ANDFJORD SALMON

Located at Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord
Salmon is developing the world's most sustainable and fish-friendly aquaculture
facility of its kind. Through a proprietary flow-through system, Andfjord Salmon
combines the best from ocean and land-based salmon farming. In its first
production cycle, the company achieved an industry-leading survival rate of 97.5
percent, feed conversion ratio of 1.05, superior share of 91.1 percent, and
required 1 kWh to produce one kilo of salmon. Andfjord Salmon has identified a
roadmap towards a production capacity of 40,000 tonnes HOG at Kvalnes, Andøya,
and set a long-term ambition to reach 90,000 tonnes HOG across Kvalnes, Breivika
and Fiskenes at Andøya. For more information, see www.andfjordsalmon.com -
https://www.andfjordsalmon.com.





IMPORTANT NOTICES

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. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions. 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 or their
securities 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 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.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operate, 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 provide any guarantees 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
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. The Company does not undertake 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 of the Joint Bookrunners 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 in the Company. Neither the Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement.