NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE UNITED STATES 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. 

Nordic Halibut AS ("Nordic Halibut" or the "Company") has engaged Pareto
Securities AS and SpareBank 1 Markets AS as joint managers and joint bookrunners
(together the "Managers") to advise on and effect a contemplated private
placement of new shares in the Company (the "Offer Shares") to raise gross
proceeds of NOK 270 - 300 million (the "Private Placement"). 

The Private Placement

The Private Placement will comprise an offering of 13,500,000 - 15,000,000 Offer
Shares at a fixed price of NOK 20 per Offer Share (the "Offer Price"). The final
number of Offer Shares to be issued will be determined by the Company's board of
directors (the "Board") in consultation with the Managers following the
application period. The Managers have received pre-commitments and indications
(please see below) which in aggregate cover the low end of the offer size range,
i.e. more than NOK 270 million. 

The net proceeds to the Company from the Private Placement will be used to
finance (i) increased CAPEX relating to the Tingvoll production facility
(approximately NOK 70 million) and design improvements for the Tingvoll
production facility (approximately NOK 30 million), (ii) increased OPEX due to
inflation (primarily feed cost) (approximately NOK 45 million), and (iii) for
general corporate purposes such as increased working capital and capital buffer.


The Private Placement will be directed towards Norwegian and international
investors, in each case subject to and in compliance with applicable exemptions
from relevant registration, filing and prospectus requirements, and subject to
other applicable 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, offer and allocate Offer Shares for an amount
below the NOK equivalent of EUR 100,000 in the Private Placement to the extent
applicable exemptions from the prospectus requirements pursuant to applicable
regulation, including the Norwegian Securities Trading Act and Regulation (EU)
2017/1129 on prospectuses for securities (collectively, the "EU Prospectus
Regulation") and ancillary regulations, are available. 

Pre-commitments and indications

Certain close associates of primary insiders and existing shareholders in the
Company have pre-committed or indicated to subscribe for Offer Shares at the
Offer Price in the Private Placement for a total amount of approximately NOK 270
million, distributed as follows:

-Kontrari AS, represented at the Board by Vegard Gjerde and Jan Erik Sivertsen,
and which together with affiliated companies owns 48.76% of the Company's
shares, will subscribe for (directly or through an affiliate) NOK 150 million.
-Farvatn Private Equity AS and Farvatn Medinvestering 2 AS, represented at the
Board by Tore Hopen and which combined own 14.23% of the shares outstanding,
will subscribe for NOK 50 million.
-T.D. Veen AS, represented at the Board by Board observer Øyvind Schanke and
which owns 6.77% of the shares outstanding, will subscribe for NOK 20 million.
-Jakob Hatteland Holding AS and Jahatt AS, which combined own 7.52%, will
subscribe for approx. NOK 23 million.
-Certain other existing shareholders, and new investors have indicated that they
will in aggregate subscribe for more than NOK 27 million.

In case of strong demand from other existing shareholders and/or new investors,
the pre-committing and indicating investors set out above who are existing
shareholders may be scaled back to their respective pro-rata share of the
Private Placement.

Timeline and application period

The application period in the Private Placement will commence today, 22 January
2025 at 16:30 CET, and is expected to close on 23 January 2025 at 08:00 CET (the
"Application Period"). The Company may, in consultation with the Managers, at
any time and for any reason at its sole discretion shorten or extend the
Application Period. If the Application Period is shortened or extended, the
other dates referred to herein may be changed correspondingly. 

Allocation and settlement

The allocation of Offer Shares will be determined after the expiry of the
Application period, and the final allocation will be made by the Board at its
sole discretion with focus on criteria such as (but not limited to)
pre-commitments from the pre-sounding phase of the Private Placement, existing
ownership in the Company, timeliness of application, relative order size, sector
knowledge, perceived investor quality and investment horizon.

The Offer Shares allocated in the Private Placement will be settled on a
delivery-versus-payment (DVP) basis by delivery of existing and unencumbered
shares in the Company already admitted to trading on Euronext Growth Oslo made
available to the Managers by shareholders Kontrari AS and Kontrazi AS pursuant
to a share lending agreement between the share lenders, the Company and the
Managers (the "Share Lending Agreement"). The Offer Shares subscribed for in the
Private Placement will thus be tradable upon notification of allocation,
expected to be on or about 23 January 2025 (T) before 09:00 CET. The settlement
date in the Private Placement is expected to be on or about 27 January 2025
(T+2). The Managers will settle the share loan with new shares in the Company to
be resolved issued by the Board pursuant to an authorisation granted by the
annual general meeting held on 30 May 2024 (the "Authorisation"). 

Conditions for completion of the Private Placement

Completion of the Private Placement for investors allocated Offer Shares is
subject to (i) all corporate resolutions of the Company required to implement
the Private Placement being validly made by the Company, including, without
limitation, the resolution by the Board to consummate the Private Placement,
increase the share capital of the Company and issue the Offer Shares pursuant to
the Authorisation, and (ii) the Share Lending Agreement remaining in full force
and effect. 

The Company reserves the right, in its sole discretion and for any reason, to
cancel and/or modify the terms of the Private Placement at any time and for any
reason prior to the notification of allocation. Neither the Company nor the
Managers will be liable for any losses incurred by applicants if the Private
Placement is cancelled and/or modified, irrespective of the reason.

Equal treatment considerations and potential subsequent repair offering

The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act, the Norwegian Private
Limited Companies Act, Euronext Growth Oslo Rule Book II and the Oslo Stock
Exchange's Guidelines on equal treatment, and is of the opinion that it is in
the common interest of the Company and its shareholders to raise equity through
a private placement, taking into consideration the time, costs and risk of
alternative methods of securing the desired funding and that a repair offering
may be carried out subsequent to the private placement (see below). A private
placement 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.

The Company may, subject to completion of the Private Placement and certain
other conditions, resolve to carry out a subsequent repair offering of new
shares at the Offer Price, which, subject to applicable securities law, will be
directed towards existing shareholders in the Company as of 22 January 2025 (as
registered in the VPS two trading days thereafter), who i) were not included in
the pre-sounding phase of the Private Placement, (ii) were not allocated Offer
Shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action. 

Legal advisor

Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company. 

For further information, please contact: 

CEO Edvard Henden 
edvard@nordichalibut.no 
+47 911 41 165

or

CFO Thomas Scheele Berg
thomas.berg@nordichalibut.no
+47 928 84 856

This information is considered to include inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by the Company's CFO, Thomas Berg, on 22 January 2025
at 16:30 CET. 

About Nordic Halibut AS:

Nordic Halibut is a leading farmer of Atlantic halibut located in Western Norway
and with headquarters in Averøy, Nordmøre. The Company has a fully integrated
and well-developed value chain from genetics to sales and has had a significant
breakthrough in early phase production. A growth plan to expand production
volumes is implemented with production target of 4,500 tonnes HOG within 2027
and 10,350 tonnes HOG within 2031. Nordic Halibut will create shareholder value
by pursuing value accretive organic growth through increased production.
 
IMPORTANT NOTICE: 

These materials are not and do not form a part of any offer of securities to
sell, or a solicitation of an offer to purchase, any securities of the Company.
Copies of these materials 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 herein will be made
solely to "qualified institutional buyers" ("QIBs") as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as
amended. 

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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "Prospectus Regulation" means Regulation (EU) 2017/1129
as amended (together with any applicable implementing measures in any EEA member
state). 

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
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 communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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 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. The Company does not make any
guarantee 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 announcement. 

The information, opinions and forward-looking statements contained in this
communication speak only as at its date, and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update review or revise any
statement contained in this communication whether as a result of new
information, future developments or otherwise.

The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients, or for advice in relation to the contents of this
announcement or any of the matters referred to herein. Neither the Managers 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
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement. 

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 Manager 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.

The Private Placement may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Private Placement will
proceed.

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, 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, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.