Gigante Salmon : Approval and launch of subsequent offering

Gigante Salmon AS - Approval and launch of subsequent offering

26 Jun 2024 20:10 CEST

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Issuer

Gigante Salmon AS

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, 26 June 2024:
Reference is made to the stock exchange announcement by Gigante Salmon AS (the
"Company") on 13 June 2024 with key information in relation to a subsequent
offering (the "Subsequent Offering") of up to 4,615,384 new shares in the
Company (the "Offer Shares") at a subscription price of NOK 6.50 per share (the
"Subscription Price"). The Subscription Price is equal to the subscription price
in the private placement of new shares in the Company that was successfully
completed on 13 June 2024 (the "Private Placement"), as further described in the
stock exchange announcement on 13 June 2024.

The Company has resolved to proceed with the Subsequent Offering, which may
raise total gross proceeds of up to approx. NOK 30 million. The Subsequent
Offering will be directed towards existing shareholders in the Company as of 13
June 2024, as registered in the Norwegian Central Securities Depositary
("Verdipapirsentralen" or "VPS") on 17 June 2024 (the "Record Date"), 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 "Eligible Shareholders").

Each Eligible Shareholder will be granted 0.281383 non-transferable subscription
rights for each existing share registered as held by such Eligible Shareholder
as of the Record Date, rounded down to the nearest whole subscription right.
Each subscription right will give the right to subscribe for, and be allocated,
one (1) share in the Subsequent Offering. Over-subscription is permitted, but
the Subsequent Offering is limited to 4,615,384 Offer Shares and there can be no
assurance that shares will be allocated for such subscriptions. Subscription
without subscription rights is not permitted. Subscription rights that are not
used to subscribe for Offer Shares before the expiry of the Subscription Period
will have no value and will lapse without compensation to the holder.

The subscription period for the Subsequent Offering commences on 27 June 2024
09:00 CEST and ends on 9 July 2024 at 16:30 CEST (the "Subscription Period").
The Company, in consultation with the Manager (as defined below), reserves the
right to extend the Subscription Period for the Subsequent Offering at any time
and without any prior written notice and at its sole discretion.

The terms and conditions for the Subsequent Offering are set out in a national
prospectus prepared by the Company in accordance with the rules in the
Securities Trading Act chapter 7 (the "Prospectus"). The Prospectus has been
registered with the Norwegian Register of Business Enterprises today and will be
available at the Manager's website www.sb1markets.no from 27 June 2024. The
Prospectus is a national prospectus (Nw. nasjonalt prospekt) and neither the
Financial Supervisory Authority of Norway (Nw. Finanstilsynet) nor any other
public authority has carried out any form of review, control or approval of the
Prospectus.

The due date for payment of the Offer Shares is expected to be on 16 July 2024.
The Offer Shares will, after registration of the share capital increase in the
Norwegian Register of Business Enterprises pertaining to the Offer Shares, be
registered in the VPS in book-entry form and are expected to be delivered to the
applicant's VPS account on or about 19 July 2024. The Offer Shares will have
equal rights and rank pari passu with the Company's other shares.

The completion of the Subsequent Offering is subject to (i) all necessary
corporate resolutions being validly made by the Company, including the board of
directors resolving to consummate the Subsequent Offering and issue and allocate
the Offer Shares, (ii) due payment of the Offer Shares by the subscribers, (iii)
registration of the share capital increase pertaining to the Subsequent Offering
with the Norwegian Register of Business Enterprises, and (iv) the allocated
Offer Shares being validly issued and registered in the VPS.

SpareBank 1 Markets AS (the "Manager") is acting as sole manager in connection
with the Subsequent Offering. Advokatfirmaet Selmer AS is acting as legal
advisor to the Company.

For further information, please contact:

Kjell Lorentsen, CEO
Phone: [phone]
E-mail: [e-mail]

Rune Johansen, CFO
Phone: [phone]
E-mail: [e-mail]

This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Growth Oslo and section
5-12 of the Norwegian Securities Trading Act.

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 "US 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 US 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 US 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
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 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 or include certain
forward-looking statements. Forward-looking statements are statements that are
not historical facts and may include, without limitation, any statements
preceded by, followed by or including words such as "aims", "anticipates",
"believes", "can have", "continues", "could", "estimates", "expects", "intends",
"likely", "may", "plans", "projects", "should", "target" "will", "would" and
words or expressions of similar meaning or the negative thereof. These
statements are based on the management's current views and assumptions and
involve both known and unknown risks and uncertainties and assumptions that are
within and outside the management's control. Although the Company believes that
the expectations implied in any such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove to be correct.
Actual results, performance or events may differ materially from those set out
or implied in the forward-looking statements. No representation is made that any
of these forward-looking statements or forecasts will come to pass or that any
forecast result will be achieved. The forward-looking statements included in
this announcement represent the Company's views as of the date of this
announcement and subsequent events and developments may cause the Company's
views to change. The Company disclaims any obligation to update forward-looking
information except as required by law. Readers should not place undue reliance
on any forward-looking statement.

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 nor any of its 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 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.

More information:
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Source

Gigante Salmon AS

Provider

Oslo Børs Newspoint

Company Name

GIGANTE SALMON AS

ISIN

NO0011013765

Symbol

GIGA

Market

Euronext Growth