Norcod AS: Contemplated private placement and trading update

13 Apr 2023 16:30 CEST

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Contemplated private placement

Oslo, 13 April 2023: Norcod AS ("Norcod" or the "Company") hereby announces a
contemplated private placement of new shares in the Company (the "Offer Shares")
to raise gross proceeds of between NOK 125 - 175 million (the "Private
Placement"). The subscription price per offer share in the Private Placement
(the “Offer Price”) will be determined through an accelerated bookbuilding.

The Company has appointed ABG Sundal Collier ASA as sole bookrunner for the
Private Placement (the "Manager").

The net proceeds from the Private Placement will be used to i) increase biomass
in accordance with the Company’s production plan ii) develop two new locations
iii) and for general corporate purposes.

The application period in the Private Placement will commence today, 13 April
2023, at 16:30 hours CET and close on 14 April 2023 at 16:30 hours CET (the
"Application Period"). The Company and the Manager may, however, at any time
resolve to extend or shorten the Application Period on short or no notice. If
the Application Period is extended or shortened, any other dates referred to
herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000.

Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Manager, following the expiry of the
Application Period, however subject to approval by an EGM.

Completion of the Private Placement is subject to (i) the Board of Directors
approval of the allocation, (ii) an extraordinary general meeting of the Company
(the "EGM") resolving to issue the Offer Shares, and (iii) a total subscription
of NOK 125 million from the Company's five largest shareholders in accordance
with indications received by the Company. Existing shareholders being allocated
shares in the Private Placement undertake to vote in favour of the Private
Placement at the EGM.

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 the Oslo Stock Exchange, to be borrowed from
Ronja Capital AS and Sirena Group AS by the Manager pursuant to a share lending
agreement entered into between the Manager, the Company and Ronja Capital AS and
Sirena Group AS.

The Company reserves the right to, at any time and for any reason, to cancel the
Private Placement and/or to modify the terms of the Private Placement. 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 Board of Directors 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 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 may, subject to completion of the Private Placement and approval by
an extraordinary general meeting (the “EGM”), and certain other conditions,
resolve to carry out a subsequent repair offering (the "Subsequent Offering") of
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 13 April 2023 (as registered in the VPS two trading days
thereafter) (the “Record Date”), who (i) were not allocated Offer Shares in the
Private Placement, and (ii) 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 (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. Launch of a
Subsequent Offering will be subject to (i) completion of the Private Placement,
(ii) relevant corporate resolutions, including approval by the board of
directors of the Company and the EGM and (iii) the publication of a national
prospectus by the Company.

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

Trading Update

• The Company’s Q1 2023 harvest volumes amounted to 3,362 tons WFE.
• The Company’s Q1 2023 revenue were TNOK 111,670 (unaudited values may be
subject to change).
• As of 31 March 2023, the Company’s biomass at sea amounted to 4,279 tons round
/ 5,384,000 individuals.
• During Q1 2023, the Company has initiated accelerated harvesting which has led
to significant pressure on the Company’s operating expenses and cash flows.
• In addition to the Private Placement, the Company is in several discussions
with partners and potential financing providers to strengthen the Company's
liquidity position and finance further growth.
• The full 2023 Q1 report will be released on 1st of June 2023 at 6 am CET.

For further information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail:
cr@norcod.no

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).

This stock exchange announcement was published by Arne Kristian Hoset CFO, on
[13 April 2023 at 16:30 CET].

About Norcod:
Norcod AS’ 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.



IMPORTANT NOTICE:
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Manager or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.

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, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
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 the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (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 "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 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 announcement is made by, and is the responsibility of, the Company. The
Manager and their affiliates are acting exclusively for the Company and no-one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will
not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Manager 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 Manager 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.

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", "aim", "expect",
"anticipate", "intend", "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.
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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Manager and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

More information:
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587571_Norcod AS - Transaction announcement.pdf