Statt Torsk ASA: Contemplated private placement

08 Dec 2022 16:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Oslo, 8 December 2022: Statt Torsk ASA ("Statt Torsk" or the "Company") has
retained SpareBank 1 Markets AS as Sole Bookrunner (the "Manager") to advise on
and effect a contemplated private placement of new ordinary shares in the
Company (the “Offer Shares”) to raise gross proceeds of approximately NOK 35 –
50 million (the “Private Placement”). The subscription price per Offer Share in
the Private Placement (the “Subscription Price”) will be determined by the
Company’s Board of Directors (the “Board”), in consultation with the Manager, on
the basis of a book building process to be conducted by the Manager.

The net proceeds from the Private Placement will be used to finance optimization
of harvest capacity, build-up of biomass on the Company’s existing sites as well
as its new site at Apalset, and for general corporate purposes.

The following close associates to the Company’s directors and management have
pre-committed to subscribe for approx. NOK 27.7 million:

• Orinoco AS (controlled by the chairman of the Board, Nicolas Brun-Lie): NOK
15.0 million of which NOK 5.0 million in conversion of a credit facility entered
into on 15 November 2022
• TD Veen AS (associated with member of the Board, Øyvind Schanke): NOK 11.5
million of which NOK 4.0 million in conversion of a credit facility entered into
on 11 May 2022
• Medvode AS (controlled by CEO, Gustave Brun-Lie): NOK 1.0 million
• Bjug A. Borgund AS (controlled by CFO, Bjug Borgund): NOK 0.2 million

In addition, Klo Holding AS, the owner of salmon farmer Øyfisk AS and whitefish
producer Gunnar Klo AS, has pre-committed to subscribe for and will be allocated
shares for NOK 4.0 million. Based on a limited market sounding exercise prior to
launch, the Manager has received indications of interest to subscribe for Offer
Shares so that the total amount of pre-commitments and indications of interest
exceeds the minimum deal size at the start of the application period.

In the event of oversubscription, the subscriptions (above their pro-rata share)
from Orinoco AS and TD Veen AS may be reduced in order to give priority to other
investors and to improve the overall free float in the share.

The application period in the Private Placement will commence today, on 8
December 2022 at 16:30 CET and close on 9 December 2022 at 08:00 CET. The
Manager and the Company may, however, at any time resolve to shorten or extend
the application period on short or without notice. If the application period is
shortened or extended, any other dates referred to herein may be amended
accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”),
and (b) to investors in the United States who are “qualified institutional
buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, in each
case subject to an exemption being available from 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 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available, including to employees and directors of the Company
and the Company group. Further selling restrictions and transaction terms will
apply.

Allocation of Offer Shares will be determined at the end of the application
period by the Board in consultation with the Manager, at its sole discretion.
The Company may focus on allocation criteria such as (but not limited to)
existing ownership in the Company, timeliness of the application, relative order
size, sector knowledge, investment history, perceived investor quality and
investment horizon.

Settlement is expected to take place on or about 13 December 2022 on a delivery
versus payment (DVP) basis. Delivery of the Offer Shares allocated in the
Private Placement will, in order to facilitate DVP settlement, be made by
delivery of existing and unencumbered shares in the Company already admitted to
trading on Euronext Growth Oslo, pursuant to a share lending agreement (the
“Share Lending Agreement”) to be entered into between the Company, the Manager
and Orinoco AS, a close associate of chairman of the board, Nicolas Brun-Lie.
The Manager will settle the share loan with new shares in the Company to be
issued by the Board pursuant to an authorisation granted by the Company's
General Meeting held on 20 December 2021.

Completion of the Private Placement is subject to all necessary corporate
resolutions being validly made by the Company, including without limitation, the
Board resolving to consummate the Private Placement and issue and allocate the
Offer Shares.

The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to completion. Neither
the Company nor the Manager will be liable for any losses incurred by applicants
if the Private Placement is cancelled, irrespective of the reason for such
cancellation.

The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement, taking into consideration the time, costs and
risk of alternative methods of securing the desired funding, is in the common
interest of the shareholders of the Company.

The Company may, subject to completion of the Private Placement and certain
other conditions, decide to carry out a subsequent offering of new shares at the
Offer Price (the “Subsequent Offering”). The Subsequent Offering, if carried
out, will, subject to applicable securities law, be directed towards existing
shareholders in the Company as of 8 December 2022 (as registered in the VPS two
trading days thereafter), who (i) were not allocated Offer Shares in the Private
Placement, and (ii) are not resident in a jurisdiction where such offer would be
unlawful or would (in jurisdictions other than Norway) require any prospectus,
filing, registration or other similar action. The potential Subsequent Offering
will be subject to, among other things, approval by the Board. Launch of a
Subsequent Offering, if carried out, may also be contingent on publishing of a
prospectus.

SpareBank 1 Markets AS is acting as Sole Bookrunner in connection with the
Private Placement. Ro Sommernes is acting as legal advisor to the Company and
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.

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 notice
was published by Bjug Borgund, CFO of the Company, on 8 December 2022 at 16:30
CEST.

For more information; statt.no or contact:

Gustave Brun-Lie, CEO, gbl@statt.no
Bjug Borgund, CFO, bb@statt.no

About Statt Torsk ASA: Statt Torsk ASA is listed on Euronext Growth with ticker
STATT and with operations in Stad municipality. The company produces and sells
farmed Atlantic cod. In 2016-2021, the company carried out three pilot
productions to clarify whether commercial production was possible. The company
is now in commercial production with currently two sites in Vanylvsfjorden.

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.

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 (EU) 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 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. 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
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 the Manager, the Company, nor any of their 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 Manager
nor any of their 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.

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