Andfjord Salmon: Commencement of subscription period for Subsequent Offering

21 Mar 2025 08:00 CET

21.3.2025 08:00:01 CET | Andfjord Salmon | Additional regulated information
required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL

Reference is made to the stock exchange announcement made by Andfjord Salmon
Group AS (the "Company") on 19 March 2025 regarding the registration of a
national prospectus (the "Prospectus") for the subsequent offering of up to
1,714,286 new shares in the Company (the "Offer Shares") at a subscription price
of NOK 35 per Offer Share, with gross proceeds of up to approximately NOK 60
million (the "Subsequent offering").

The subscription period for the Subsequent Offering (the "Subscription Period")
commences today, 21 March 2025 at 09:00 hours (CET) and expires on 31 March 2025
at 16:30 hours (CEST), unless shortened or extended in accordance with the
Prospectus.

The Subsequent Offering is, subject to applicable securities law, directed
towards shareholders in the Company as of 26 February 2025, as registered with
the VPS on 28 February 2025 (the "Record Date"), who were not allocated shares
in the private placement of 17,142,858 new shares announced by the Company on 26
and 27 February 2025 (the "Private Placement"), and who are not resident in a
jurisdiction where such offering would be unlawful or (for jurisdictions other
than Norway) would require any prospectus, filing, registration or similar
action ("Eligible Shareholders").

Eligible Shareholders will receive non-transferable subscription rights (the
"Subscription Rights") where each Subscription Right will, subject to applicable
securities laws, give the right to subscribe for and be allocated one (1) Offer
Share at the Offer Price in the Subsequent Offering. Each Eligible Shareholder
will receive 0.0544 Subscription Rights for every share recorded as held as of
the Record Date, rounded down to the nearest whole Subscription Right.
Over-subscription is permitted, but there can be no assurance that Offer Shares
will be allocated for such over-subscriptions. Subscription without Subscription
Rights is not permitted. Subscription Rights that are not used to subscribe for
Offer Shares before expiry of the Subscription Period will have no value and
will lapse without compensation to the holder.

Subscriptions for Offer Shares must be made by submitting a correctly completed
subscription form to one of the Managers (as defined below) during the
Subscription Period, or may, for subscribers who are residents of Norway with a
Norwegian personal identification number, be made online. Please see the
Prospectus for further information about the Subsequent Offering, including
subscription procedures and the complete terms of the Subsequent Offering. The
Prospectus (including the subscription form for the Subsequent Offering) is,
subject to applicable securities laws, available on the following websites:
www.abgsc.com - http://www.abgsc.com, www.arctic.com - http://www.arctic.com,
and www.sb1markets.no - http://www.sb1markets.no. Subscriptions may only be made
on the basis of the Prospectus.

Allocation of Offer Shares in the Subsequent Offering is expected to take place
on or about 1 April 2025, and the payment date for Offer Shares allocated to
subscribers will be 3 April 2025. Subject to timely payment of the Offer Shares
allocated in the Subsequent Offering, and subject to registration of the share
capital increase pertaining to the issuance of Offer Shares with the Norwegian
Register of Business Enterprises, the Offer Shares are expected to be delivered
in the VPS on or about 11 April 2025.

Completion of the Subsequent Offering is subject to (i) completion of the
Private Placement; (ii) due payment of the Offer Shares by the subscribers,
(iii) the Board of Directors of the Company resolving to approve the Subsequent
Offering and issue and allocate the Offer Shares based on the authorization
granted by the general meeting of the Company held on 13 March 2025, (iv)
registration of the share capital increase pertaining to the Subsequent Offering
with the Norwegian Register of Business Enterprises, and (v) delivery of the
Offer Shares to the subscribers in the VPS. The Company reserves the right to
cancel the Subsequent Offering.

ABG Sundal Collier ASA, Arctic Securities AS and SpareBank 1 Markets AS act as
managers for the Subsequent Offering (the "Managers"). Advokatfirmaet Schjødt AS
acts as legal advisor to the Company in connection with the Subsequent Offering.

CONTACTS

* Bjarne Martinsen, CFO, Andfjord Salmon Group AS, +47 975 08 345,
bjarne.martinsen@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. For more information, see
http://www.andfjordsalmon.com.



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. 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
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 of 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 in the
Company. Neither the Managers nor any of their respective affiliates accepts any
liability arising from the use of this announcement.

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