Norway Royal Salmon ASA (NRS): Private Placement successfully placed

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

Trondheim, 31 March 2022: Reference is made to the stock exchange notice by Norway Royal Salmon ASA ("NRS" or the "Company") on 30 March 2022 at 16:30 CEST announcing a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 1.9 billion (the "Private Placement").

The Company is pleased to announce that the Private Placement has been successfully placed and that the Board of Directors (the "Board") has allocated 9,340,693 Offer Shares in the Private Placement at a subscription price of NOK 202.00 per share (the “Subscription Price”), raising gross proceeds of NOK 1,905 million. The Private Placement attracted significant interest from both existing shareholders as well new high quality Nordic and international institutional investors. ABG Sundal Collier acted as sole manager and bookrunner in connection with the Private Placement (the "Manager").

The Subscription Price represents a;

• 8.2 % discount to the last closing price of NOK 220.00
• 6.8 % discount to yesterday’s Volume-Weighted Average Price (“VWAP”) of NOK 216.74
• 0.3 % discount to the VWAP of NOK 202.65 since the stock exchange announcement on 17 March 2022 of the Company’s intention to complete the Private Placement (in the form of the notice to an Extraordinary General Meeting)
• 0.5 % discount to the closing price on 16 March 2022 of NOK 203.00, the last trading day before the stock exchange announcement of the intention to conduct the Private Placement
• 6 % premium to the VWAP since the Company’s stock exchange announcement of the signed share purchase agreement and the combination with SalmoNor, on 11 January 2022
• 28 % premium to the last closing price before the Company’s stock exchange announcement of the signed share purchase agreement and the combination with SalmoNor, on 11 January 2022

The Company intends to use the proceeds from the Private Placement to finance the Cash Consideration (as defined below) of the Company's contemplated acquisition of SalmoNor AS ("SalmoNor") from NTS ASA ("NTS"), where the purchase price is agreed financed through 68.14% consideration shares in NRS (the "Share Consideration") and 31.86% cash (the "Cash Consideration").

The completion of the Private Placement is subject to (i) the resolution of an Extraordinary General Meeting of the Company (the "EGM"), to be held on 7 April 2022, to increase the share capital of the Company by the issuance of the Offer Shares and the Share Consideration (as defined below), and (ii) the Company's agreement with NTS to acquire all the shares in SalmoNor not having been validly terminated before or at the date of the EGM. In relation to condition (i), the Board proposes that the EGM on 7 April 2022 adopts the Private Placement and the Share Consideration on the final terms as set out in the proposed resolution attached hereto.

Conditional allocations and settlement instructions for the Private Placement will be notified to the applicants by the Manager on or about 31 March 2022.

Settlement of the Private Placement is expected to take place on or about 11 April 2022 on a delivery-versus-payment basis subject to either (i) the Company and the Manager entering into a share lending arrangement with NTS as set out in agreement between NRS and NTS for the Transaction or (ii) the Company entering into a pre-funding agreement with the Manager. In the event the Company is not able to enter into share lending arrangements covering all Offer Shares, the Company will deliver up to 8,714,438 Offer Shares as tradable shares with the same ISIN-number as the Company's existing shares and the remaining Offer Shares will be delivered on a separate ISIN-number that will not be admitted to listing on the Oslo Stock Exchange until a listing prospectus has been published by the Company.

Subject to successful completion of the Private Placement and the Share Consideration, the Company will following registration of the new share capital pertaining to both the capital increases have a share capital of NOK 73,167,659 divided into 73,167,659 shares, each with a par value of NOK 1.00.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. 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 particularly in light of the current market conditions. The Board has in this respect inter alia taken into consideration that it was necessary to secure financing for the acquisition of SalmoNor. The Board has on this basis concluded that the Private Placement is in compliance with these requirements.

The Company may, subject to completion of the Private Placement, consider to conduct 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. Existing shareholders being allocated shares  in the Private Placement, or those existing shareholders who explicitly decided not to participate in the Private Placement, will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering and any Subsequent Offering will in any event be conditional upon the approval of the Private Placement by the EGM.

Advisors:

ABG Sundal Collier acted as sole manager and bookrunner in connection with the Private Placement. Advokatfirmaet Wiersholm AS is acting as legal advisor to NRS in connection with the Private Placement. AGP Advokater AS is acting as legal advisor to the Manager.

For further information, please contact:

Interim CEO, Klaus Hatlebrekke, +47 975 16 757

CFO, Ola Loe, +47 911 79 411

Norway Royal Salmon in brief:

The Norway Royal Salmon (NRS) group owns 36,085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21,800 tonnes MAB for salmon farming and 5,300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.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 "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 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 US Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA 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 2017/1129 as amended together with any applicable implementing measures in any EEA 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, the 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 the Company's 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 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 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 document.

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 respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept 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 Manager nor any of its affiliates accept any liability arising from the use of this announcement.

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 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.

The stock exchange announcement was published by Bjørn Kleven, Group Accounting Manager of Norway Royal Salmon ASA at the time set out above.