NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. 

Reference is made to the stock exchange announcement by Norcod AS ("Norcod" or
the "Company") published on 27 February 2025, regarding launch of a contemplated
private placement of new shares in the Company to raise gross proceeds of NOK
150-175 million (the "Private Placement").

Norcod is pleased to announce that the Private Placement has been successfully
placed and that the board of directors (the "Board") have resolved to allocate
13,724,225 offer shares (the "Offer Shares") at the subscription price of NOK 12
per Offer Share, which will raise gross proceeds to the Company of approximately
NOK 165 million. 

o	Artha Norcod A/S was allocated 5,541,666 Offer Shares equal to NOK 66,499,992.

o	High Liner Foods was allocated 6,250,000 Offer Shares equal to NOK 75,000,000.

o	Sirena Group AS was allocated 666,666 Offer Shares equal to NOK 7,999,992.

o	CEO Christian Riber was allocated 41,666 Offer Shares equal to NOK 499,992.

o	Board member Jan Severin Sølbæk was allocated 130,609 Offer Shares equal to
NOK 1,567,308.

o	Board member Boe Spurre was allocated 8,333 Offer Shares equal to NOK 99,996.

o	Berners AS, a close associate of Chairman of the Board Renate Larsen, was
allocated 250,000 Offer Shares equal to NOK 3,000,000.

DNB Markets, a part of DNB Bank ASA acted as sole bookrunner (the "Manager"). 

The net proceeds from the Private Placement, together with the net proceeds from
the New Debt Commitment (as outlined below) and operational cash flow, will be
used to fund biomass and site investments necessary to reach its 25,000t WFE
annual target harvest capacity.

In connection with, and subject to the Private Placement, DNB Bank ASA is
committing an additional NOK 130 million (with possibility to subsequently
increase debt commitment up to NOK 150 million) in debt financing to support the
Company's growth plans. The debt is divided into a Term Loan and an Overdraft
Facility, where availability of the Overdraft Facility is subject to certain
financial covenants.
Settlement of the Private Placement is expected to take place on a delivery
versus payment basis by delivery of existing and unencumbered shares in the
Company that are already listed on Euronext Growth Oslo pursuant to a share
lending agreement entered into between the Company, the Manager and Artha Norcod
A/S. The Manager will settle the share loan with new shares to be issued at an
extraordinary general meeting of the Company expected to be held on or about 14
March 2025 (the "EGM"). Shares allocated in the Private Placement will be
tradable upon EGM approval of the Private Placement.

Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company will
have a registered share capital of NOK 28,763,694.50 divided into 57,527,389
shares, each with a nominal value of NOK 0.50.

The Board has considered the structure of the contemplated offering of new
shares in light of the equal treatment obligations under the Norwegian Limited
Companies Act, the Norwegian Securities Trading Act and the rules on equal
treatment under the rules for companies listed on Euronext Growth and the Oslo
Stock Exchange's Guidelines on the rule of equal treatment. The Company is of
the view that it is in the common interest of the Company and its shareholders
to raise equity through a private placement. By structuring the equity raise as
a private placement, the Company is expected to be in a position to raise equity
efficiently, with a lower discount to the current trading price, at a lower cost
and with a significantly lower risk compared to a rights issue. Accordingly, the
existing shareholders preferential rights to subscribe for new shares in the
Private Placement will be deviated from. 

The Company has, subject to completion of the Private Placement and approval by
the EGM, and certain other conditions, resolved to carry out a subsequent repair
offering of (the "Subsequent Offering") of up to 1,666,666 new shares at the
Offer Price in the Private Placement which, subject to applicable securities
law, will be directed towards existing shareholders in the Company as of 27
February 2025 (as registered in the VPS two trading days thereafter) (the
"Record Date"), who i) were not allocated Offer Shares in the Private Placement,
(ii) were not contacted during pre-sounding ahead of announcement of the Private
Placement and (iii) are not resident in a jurisdiction where such offering would
be unlawful or, for jurisdictions other than Norway, would require a prospectus,
registration document or similar action (the "Eligible Shareholders"). A
Subsequent Offering will be subject to approval by the EGM, whereas the Eligible
Shareholders will receive non-tradeable subscription rights based on their
registered shareholdings as at the Record Date. Completion of the Subsequent
Offering will be subject to (i) completion of the Private Placement, (ii)
relevant corporate resolutions, including the EGM, (iii) the trading price of
the Company's shares exceeding the Subscription Price and (iv) if required, the
publication of a national prospectus (the "Prospectus") by the Company.

Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection
with the Private Placement.

For more information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail:
cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail:
svh@norcod.no



About Norcod:
Norcod's core business is commercial sea farming of cod but through ownership
and partnerships is involved in the entire value chain. Norcod's existing fish
farms are located in Mid-Norway with ideal conditions for cod. The company is
contributing to blue ocean value creation with minimal impact on the environment
while supporting local communities. Norcod is listed on Oslo's Euronext Growth
market.

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation
(MAR).

Important notice, this announcement was published by CFO, Stian Vollan-Hansen ,
on the date and time provided.