Gigante Salmon AS: Contemplated private placement and retail offering

10 Feb 2026 16:30 CET

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

Bodø, 10 February 2026

Reference is made to the stock exchange announcement by Gigante Salmon AS (the
"Company") on 15 December 2025 following an extraordinary general meeting
regarding the appointment of DNB Carnegie, a part of DNB Bank ASA, Pareto
Securities AS and SB1 Markets AS (collectively the "Managers") to advise on and
effect a contemplated private placement of new shares in the Company (the “Offer
Shares”) directed towards Norwegian and international investors (the "Private
Placement") to raise gross proceeds of up to NOK 322,500,000 in gross proceeds
(which is equal to the Board Authorisation based on the Offer Price) (the "Offer
Size").

The Company hereby announces that it is launching the Private Placement after
the close of trading on Euronext Growth Oslo today.

In addition, the Company intends to conduct a separate retail offering of new
shares in the Company (the "Retail Offer Shares") directed towards retail
investors, to raise gross proceeds of up to the NOK equivalent of up to EUR 1
million, subject to applicable exemptions from prospectus requirements, to be
facilitated through Nordnet Bank AB ("Nordnet") and made through their
facilities (the "Retail Offering"). The Private Placement and the Retail
Offering will in sum not exceed the Offer Size.

The Offer Shares will be offered at a fixed subscription price of NOK 7.50 per
share (the "Offer Price").

Use of proceeds:
The Company intends to use the net proceeds from the Private Placement and the
Retail Offering to support the next phase of the Company's growth, including
necessary and strategic improvements to the Company's facility at Rødøy, working
capital and general corporate purposes, including repayment of short-term loans.

Pre-commitments:
The Company's largest shareholder, Gigante Havbruk AS (holding directly and
indirectly 61.55% of the outstanding shares in the Company and represented on
the board of directors (the "Board") by Kristian Lorentsen) has, subject to
certain conditions, pre-committed to subscribe for Offer Shares for NOK 150
million in the Private Placement. Gigante Havbruk AS is pursuant to the
pre-commitment guaranteed an allocation of such number of Offer Shares in the
Private Placement that is necessary to ensure that Gigante Havbruk AS and
Kapnord AS maintains, directly and indirectly, a minimum shareholding of 50.01%
in the Company following completion of the Private Placement, Retail Offering
and Subsequent Offering (as defined herein and if relevant). The final
pre-commitment amount for Gigante Havbruk AS may thus be adjusted based on
investor interest in the Private Placement.

The following primary insiders have, subject to certain conditions,
pre-committed to subscribe for, and will be allocated, Offer Shares in the
Private Placement for the following amounts (jointly with Gigante Havbruk AS,
the "Pre-committed Investors"):

• Liv Monica Stubholt (chairperson of the Board), pre-committing NOK 1,000,000;
and
• Kristian Lorentsen (board member), pre-committing NOK 200,000

Lock-up:
In connection with the Private Placement, members of the Company’s management
and Board have agreed lock-up undertakings for their shareholdings in the
Company for a period of six (6) months following completion of the Private
Placement, subject to certain customary carve-outs.

The Retail Offering:
The Retail Offering comprises a retail offer of up to the NOK equivalent of EUR
1 million to the public in Norway subject to exemptions being available from
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. In the
Retail Offering, the maximum allocation amount to the NOK equivalent of EUR 1
million. The Retail Offering is incidental to the Private Placement and will not
be carried out if the Private Placement does not occur. The Private Placement is
not conditional on the Retail Offering.

Applications in the Retail Offering can be made through the website of Nordnet
from commencement of the Retail Application Period and must be made before the
end of the Retail Application Period.

Each applicant in the Retail Offering accepts the following by placing an
application through Nordnet's platform: an investment in the Offer Shares is
made solely at the applicant’s own risk and is based on the applicant's own
assessment of the Company and the Offer Shares. An investment in the Offer
Shares is only suitable for investors who can afford to lose the invested
amount. No prospectus or other document providing a similar level of disclosure
has been prepared in connection with the Retail Offering.

Application period:
The application period for the Private Placement will commence today, 10
February 2026 at 16:30 hours (CET) and close on 11 February 2026 at 08:00 (CET)
(the "Private Placement Application Period"). The application period for the
Retail Offering will commence today, 10 February 2026 at 16:30 hours (CET) and
run until 21:00 hours (CET) on 10 February 2026 (the "Retail Application
Period").

The Company together with the Managers reserve the right, at their own
discretion, to extend or shorten the
Private Placement Application Period and/or Retail Application Period at any
time and for any reasons on
short notice or without notice, or to cancel the Private Placement and/or the
Retail Offering in its entirety. If
the Private Placement Application Period and/or Retail Application Period are
shortened or extended, the
other dates referred to herein may be amended accordingly.

Allocation:
The allocation of Offer Shares will be made at the discretion of the Board (in
consultation with the Managers), however so that the Pre-Committed Investors
will receive allocation in accordance with their commitments as described above.
The Board will focus on criteria such as (but not limited to) pre-commitments,
indications from the pre-sounding phase of the Private Placement, current
ownership in the Company, timeliness of the application, relative order size,
sector knowledge, perceived investor quality and investment horizon. The Board
reserves the right, at its sole discretion, to reject and/or reduce any
applications, in whole or in part. The Company and the Managers further reserve
the right, in their sole discretion, to take into account the creditworthiness
of any Applicant. Other than the allocation to the Pre-committed Investors (as
described above), there is no guarantee that any Applicant will be allocated
Offer Shares in the Private Placement.

Allocation of Offer Shares in the Retail Offering will be determined by the
Board, at its sole discretion, in consultation with the Managers, following the
expiry of the Private Placement Application Period. The Retail Offering is
limited to a maximum of the NOK equivalent of EUR 1 million. Allocations will be
reduced at the Company's discretion should demand exceed this limit.

Notification of allocation and payment instructions is expected to be sent by
the Managers on or about 11 February 2026, subject to any shortening or
extensions of the Private Placement Application Period.

Conditions for completion:
Completion of the Private Placement is subject to (i) all necessary corporate
resolutions being validly made by the Company, including (without limitation)
the Board resolving to proceed with the Private Placement, allocate the Offer
Shares and issue the Offer Shares in the Private Placement pursuant to the Board
Authorization, (ii) the Pre-Payment Agreement remaining in full force and
effect, (iii) the share capital increase pertaining to the issuance of the Offer
Shares in the Private Placement being validly registered with the Norwegian
Register of Business Enterprises ("NRBE"), and (iv) the Offer Shares in the
Private Placement being validly issued and registered in the Norwegian Central
Securities Depository (Euronext Securities Oslo or "VPS").

The Company reserves the right to cancel the Private Placement at any time and
for any reason prior to notification of allocation. There can be no assurance
that the Conditions will be satisfied. If the Conditions are not satisfied, the
Private Placement may be revoked or suspended without any compensation to
applicants.

The Private Placement is not conditional on completion of the Retail Offering.
The Retail Offering will not be carried out if the Private Placement is not
completed.

Settlement:
The date for settlement of the Private Placement and the Retail Offering is
expected to be on or about 13 February 2026 (T+2).

The Offer Shares will be settled with new shares in the Company to be issued
under the Board Authorisation, and delivery versus payment ("DVP") settlement
will be facilitated by a pre-funding agreement to be entered into between the
Company and the Managers (the "Pre-Payment Agreement").

Settlement of the Retail Offering is expected to take place, subject to and in
conjunction with the Private Placement.

The first day of trading on Euronext Growth Oslo for the Offer Shares is
expected on or about 12 February 2026, subject to registration of the relevant
share capital increase in the NRBE. The Company will publish a stock exchange
announcement when the registrations have taken place.

Selling restrictions:
The Private Placement is directed towards institutional investors and other
professional investors outside the United States of America (the "U.S." or the
"United States"), subject to applicable exemptions from applicable prospectus
and registration requirements, and (b) qualified institutional buyers ("QIBs")
in the United States as defined in, and in reliance on, Rule 144A ("Rule 144A")
or another available exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act").

In the Private Placement, the minimum application and allocation amount is set
to the NOK equivalent of EUR 100,000. The Company may, however, at its sole
discretion, allocate Offer Shares in the Private Placement corresponding to an
amount below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 on the prospectus to be published when securities
are offered to the public, as implemented in Norway in accordance with Section
7-1 of the Norwegian Securities Trading Act and other applicable regulations,
are available.

Equal treatment considerations and potential subsequent repair offering:
The Private Placement and the Retail Offering represent a deviation from the
shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has
carefully considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Private Limited Companies Act and the
Norwegian Securities Trading Act.

The Board is of the view that it will be in the common interest of the Company
and its shareholders to raise equity through a private placement, in particular
because the Private Placement enables the Company to secure equity financing to
accommodate the Company's funding requirements. Further, a private placement
will reduce execution and completion risk, as it enables the Company to raise
equity efficiently and in a timely manner, with a lower discount to the current
trading price, at a lower cost and with a significantly reduced completion risk
compared to a rights issue.

On this basis, the Board has considered the proposed transaction structure and
the Private Placement to be in the common interest of the Company and its
shareholders.

The Company may, subject to completion of the Private Placement and depending on
the participation of retail investors in the Retail Offering, consider
conducting a subsequent share offering of new shares (the "Subsequent
Offering"). If carried out, the size and structure of the Subsequent Offering
shall be in line with market practice and taking into account the amount
allocated to the Retail Offering. Any Subsequent Offering will be directed
towards existing shareholders in the Company as of 10 February 2026 (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. The
Company reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering. The Company will issue a separate stock exchange
announcement with further details on the Subsequent Offering if and when finally
resolved.

The Company will initiate a process to assess a potential listing on Euronext
Oslo Børs, the main market operated by Euronext Oslo Børs.

The Company has published an updated company presentation on its web pages.

Advisors:
Advokatfirmaet Selmer AS is acting as legal advisor to Gigante Salmon AS, while
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

For further information, please contact:

Kjell Lorentsen, CEO
Phone: +47 911 22 688
E-mail: kjell@gigante.no

Benny Hansen, CFO
Phone: +47 902 80 292
E-mail: benny@gigantesalmon.no

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Rune Johansen, Investor Relations Officer
of Gigante Salmon AS, at the time and date stated above in this announcement.

About Gigante Salmon AS:
Gigante Salmon is a land-based salmon farming company with its first production
facility under construction on Lille Indre Rosøy in Rødøy, Norway. The Company’s
aquaculture concept is based on a flow-through system, combining the benefits of
conventional and land-based aquaculture while simultaneously eliminating issues
associated with conventional, sea based, farming. Visit www.gigantesalmon.no for
more information.

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.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement have been offered by means of a set of subscription materials
provided to potential investors, except for the potential Subsequent Offering
which will be made on the basis of a listing and offering prospectus. Investors
should not subscribe for any securities referred to in this announcement except
on the basis of information contained in the aforementioned subscription
materials or for the Subsequent Offering, the prospectus.

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 "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.

The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

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. Any 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 Managers nor any of its affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility or liability 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 its 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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