Nordic Halibut AS - Private Placement successfully placed

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.

Reference is made to the stock exchange announcement published on 5 December
2023 by Nordic Halibut AS ("Nordic Halibut" or the "Company") regarding a
contemplated private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares").

Nordic Halibut is pleased to announce that the Private Placement has been
successfully placed, through an allocation of 9,661,835 Offer Shares at a
subscription price of NOK 20.70 per Offer Share, raising 
gross proceeds of approximately NOK 200 million. The Private Placement received
strong support from existing shareholders and was over-subscribed.

Pareto Securities AS and SpareBank 1 Markets AS acted as Joint Lead Managers and
Joint Bookrunners (together the "Managers"), and Norne Securities AS acted as
Co-Manager in connection with the Private Placement.

The net proceeds to the Company from the Private Placement will be used for (i)
the increased equity portion of CAPEX for the Tingvoll facility (approximately
NOK 20 million), and (ii) the increased working capital need, general corporate
purposes and capital buffer (approximately NOK 180 million).

Allocation to investors and payment instructions are expected to be communicated
on or about 6 December 2023. The Offer Shares allocated will be settled by
delivery of existing and unencumbered shares in the Company already admitted to
trading on Euronext Growth Oslo made available to the Managers by shareholders
Kontrari AS and Kontrazi AS pursuant to a share lending agreement between the
share lenders, the Company and the Managers (the "Share Lending Agreement"), to
facilitate settlement on a delivery versus payment basis. The allocated shares
will thus be tradable upon notification of allocation, expected on or about 6
December 2023. The settlement date in the Private Placement is expected to be on
or about 8 December 2023. The Managers will settle the share loans with a
corresponding number of new shares in the Company, which have been resolved
issued by the Company's board of directors (the "Board") pursuant to the
authorisation granted by the Company's annual general meeting on 10 May 2023(the
"Authorisation").

Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company will
have a registered share capital of NOK 194,155,225, divided into 38,831,045
shares, each with a nominal value of NOK 5.00.

Subscription by primary insiders:

The following primary insiders in the Company (or persons closely associated
with them) have been allocated Offer Shares for in aggregate approximately NOK
152 million at the Offer Price in the Private Placement:

o Kontrari AS, a close associate of primary insiders and board members Vegard
Gjerde and Jan Erik Sivertsen, has been allocated 4 429 053 shares (NOK 91.7
million), and will, together with associated companies, upon completion, hold
approximately 49.1% of the Company's shares

o Farvatn Private Equity AS, a close associate of primary insider and board
member Tore Hopen, has been allocated 2 386 474 shares (NOK 49.4 million), and
will, upon completion, hold approximately 15.1% of the Company's shares 

o T.D. Veen AS, a close associate of board member Øyvind Schanke, has been
allocated 386 474 shares (NOK 8 million), and will, upon completion, hold
approximately 6.8% of the Company's shares

o Aino AS, a close associate of board member Aino Olaisen, has been allocated
144 927 shares (NOK 3 million), and will, upon completion, hold approximately
1.5% of the Company's shares

Subsequent Offering and equal treatment considerations: 

Completion of the Private Placement implies a deviation from the pre-emptive
rights of the existing shareholders of the Company under the Norwegian Private
Limited Companies Act. When resolving the issuance of the Offer Shares in the
Private Placement, the Board considered this deviation and also the equal
treatment obligations under the Norwegian Securities Trading Act, the Norwegian
Private Limited Companies Act, Euronext Growth Oslo Rule Book II and the Oslo
Stock Exchange's Guidelines on equal treatment. By structuring the Private
Placement as a private placement with a Subsequent Offering (as defined below),
the Company was able to raise capital in an efficient manner, faster, with a
lower discount to the current trading price and a significantly lower completion
risks compared to a rights issue and without the underwriting commissions
normally associated with such rights offerings. On this basis, the Board is of
the opinion that there are sufficient grounds to deviate from the pre-emptive
rights and that the Private Placement is in compliance with the equal treatment
requirements.

To mitigate the dilution of existing shareholders not participating in the
Private Placement, the Board intends, subject to completion of the Private
Placement, and certain other conditions, to resolve a subsequent offering (the
"Subsequent Offering") of up to 500,000new shares (equal to NOK 10.35 million)
directed towards existing shareholders in the Company as of 5 December 2023 (as
registered in the VPS two trading days thereafter), who (i) were not included in
the wall-crossing 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"). The subscription price in the Subsequent Offering will
be equal to the Offer Price. The Eligible Shareholders will receive
non-transferrable subscription rights in the Subsequent Offering. Subscription
without subscription rights will not be permitted in the Subsequent Offering.
Eligible Shareholders will be allowed to over-subscribe. 

The Subsequent Offering is subject to (i) completion of the Private Placement,
(ii) necessary corporate approvals including the Board resolving to issue shares
in the Subsequent Offering, and (iii) the prevailing market price of the
Company's shares together with the corresponding trading volume following the
Private Placement. The Board may decide that the Subsequent Offering will not be
carried out in the event that the Company's shares trade at or below the
subscription price in the Subsequent Offering (i.e. the Offer Price) at
sufficient volumes.

Wikborg Rein Advokatfirma AS acts as legal counsel to the Company, and
Advokatfirmaet Wiersholm AS acts as legal counsel to the Managers.

For more information, please contact:

CEO Edvard Henden, [e-mail], tel: [phone]
CFO Kenneth Meyer, [e-mail], tel: [phone]

This information is considered to include inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by CFO Kenneth Meyer on 5 December 2023 at 23:59 CET.

Nordic Halibut in brief:

Nordic Halibut is a leading farmer of Atlantic halibut located in Western Norway
and with headquarters in Averøy, Nordmøre. The Company has a fully integrated
and well-developed value chain from genetics to sales and has had a significant
breakthrough in early phase production. A growth plan to expand production
volumes is implemented with production target of 4,500 tonnes HOG within 2026
and 10,350 tonnes HOG within 2031. Nordic Halibut will create shareholder value
by pursuing value accretive organic growth through increased production.

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. 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.

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 Managers 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
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

In connection with the Private Placement, the Managers 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 Managers 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. 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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