Salmon Evolution ASA – Private placement and retail offering successfully placed

Stock exchange notice

29 April 2026: Reference is made to the stock exchange announcement by Salmon Evolution ASA (“Salmon Evolution” or the “Company”) on 28 April 2026 regarding a contemplated private placement (the “Private Placement”) of new shares and a public retail offering of new shares (up to the NOK equivalent of EUR 1 million, facilitated by Nordnet Bank AB) (the “Retail Offering”).

The Company is pleased to announce that the Private Placement has been successfully placed and subscribed for, raising gross proceeds of NOK 400.5 million in the Private Placement through the allocation of 89 million new shares in the Company (the “Offer Shares”), each at a subscription price of NOK 4.50 per Offer Share (the “Offer Price”).

In addition, the Company is also pleased to announce that the Retail Offering has been successfully placed and subscribed for, raising gross proceeds of NOK 10.8 million through the allocation of 2.4 million new shares in the Company at the Offer Price (the “Retail Offer Shares”).

Allocations to primary insiders/close associates
The following primary insiders (PDMRs) of the Company and their closely associated companies were allocated shares at the Offer Price as follows:

·         Ronja Capital Investment AS, a company closely associated to the primary insider Tore Tønseth (chairman of the board), has been allocated 6,244,445 shares.

·         Stette Invest AS, a company closely associated to the primary insider Peder Stette (board member), has been allocated 2,222,222 shares.
·         Bondø Invest AS, a company closely associated to the primary insider Vibecke Bondø (board member), has been allocated 2,222,222 shares.
·         Anno Invest AS, a company closely associated to the primary insider Odd Frode Roaldsnes (CCO), has been allocated 33,333 shares.
·         Hans Petter Mortveit, the Company’s Head of Finance & Treasury and primary insider, has been allocated 33,333 shares.
·         Anne Breiby, a board member and primary insider in the Company, has been allocated 111,111 shares.
·         Troha Invest AS, a company closely associated to the primary insider Trond Håkon Schaug-Pettersen (the Company’s CEO), has been allocated 50,000 shares.

Settlement and Dates
The Company’s board of directors (the “Board”) has resolved to issue 89 million new Offer Shares at the Offer Price in the Private Placement and 2.4 million new Retail Offer Shares at the Offer Price in the Retail Offering, pursuant to the Board authorisation to issue new shares (the “Board Authorisation“) granted by the Company’s annual general meeting held on 5 June 2025. Delivery versus payment (“DVP”) settlement of the Offer Shares is expected to be facilitated by a pre-funding agreement between the Company and the Managers (the “Pre-Funding Agreement”).

The Offer Shares allocated to applicants in the Private Placement and the Retail Offer Shares allocated to applicants in the Retail Offering will be tradable after the announcement by the Company that the share capital increases pertaining to the Private Placement and Retail Offering have been registered with the Norwegian Register of Business Enterprises (the “NRBE”) and the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”), which is expected on or about 30 April 2026 (T+1).

Notices of allocation of Offer Shares in the Private Placement are expected to be distributed to the applicants being allocated Offer Shares in the Private Placement (“Applicants”) on 29 April 2026 (T). Settlement of Offer Shares in the Private Placement is expected to take place on or about 4 May 2026 (T+2) on a DVP basis.

Reference is made to the Nordnet website for more information regarding payment and delivery of Retail Offer Shares in the Retail Offering.

Following registration of the share capital increases pertaining to the Offer Shares in the Private Placement and the Retail Offer Shares in the Retail Offering, the issued share capital of the Company is expected to be NOK 27,700,165.30 comprising 554,003,306 shares, each with a nominal value of NOK 0.05.

Conditions for completion
Completion of the Private Placement and Retail Offering by delivery of the Offer Shares and Retail Offer Shares to Applicants is subject to (i) the Pre-Funding Agreement remaining in full force and effect, and (ii) the share capital increases pertaining to the issuance of the Offer Shares and Retail Offer Shares being validly registered with NRBE and the VPS.

Equal Treatment and Subsequent Offering
The Board has considered the structure of the contemplated Private Placement and Retail Offering in light of the rules on equal treatment under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act and is of the opinion that the Private Placement and Retail Offering are in compliance with these requirements. Reference is made to the Company’s previous announcement of 28 April 2026 in this regard.

Subject to, among other things, completion of the Private Placement, publication of a prospectus, prevailing market price of the Company’s shares being higher than the Offer Price as determined by the Board, and necessary corporate resolutions including approval by a general meeting of the Company, the Board has resolved to propose that the Company carries out a subsequent offering of up to 11,111,111 new shares to be issued by the Company at the Offer Price, raising gross proceeds of up to approx. NOK 50 million (the “Subsequent Offering“) which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 28 April 2026 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) 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 (jointly, the “Eligible Shareholders“). The Eligible Shareholders are expected to be granted non-tradable subscription rights. The subscription period in any Subsequent Offering is expected to commence shortly after publication of a prospectus, currently expected during June 2026. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. The Company reserves the right in its sole discretion not to conduct or to cancel any Subsequent Offering based on market conditions and other relevant factors.

Advisors
The Company has appointed Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp. filial i Norge as Joint Global Coordinators and Joint Bookrunners in relation to the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
 
For more information, please contact:
 
Trond Håkon Schaug-Pettersen, CEO: +47 911 91 327
 
Trond Vadset Veibust, CFO: +47 480 90 595
 
***
 
This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
 
This stock exchange announcement was published by Hans Petter Mortveit, Head of Finance & Treasury in Salmon Evolution ASA on 29 April 2026 at 00:35 (CEST).
 
 
About Salmon Evolution
 
Salmon Evolution is the global leader within land-based salmon farming. Pioneering the hybrid flow-through system (HFS), Salmon Evolution is Extending the Ocean Potential by creating optimal growth conditions in a controlled environment on land. This approach, capturing the benefits of both land-based and sea-based farming, puts biology first and limits operational and biological risk.
 
Salmon Evolution is strategically located at the heart of the global aquaculture industry on the west coast of Norway, where the Company has its first facility and global centre of excellence fully operational at industrial scale. Enabled by proof of concept at Indre Harøy, Salmon Evolution targets significant expansion.
 
Salmon Evolution is listed on Oslo Børs under the ticker SALME. To learn more, please visit www.salmonevolution.no.
 
IMPORTANT NOTICE
 
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
 
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
 
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
 
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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
 
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 materials.
 
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 of the European Parliament and of the Council of 14 June 2017 (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 Qualified Investors and 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 to 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.
 
This announcement is made by, and is the responsibility of, the Company. The Managers are not acting as Joint Global Coordinators or Joint Bookrunners in the Retail Offering. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
 
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 Managers 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.
 
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”, “aims”, “expect”, “anticipate”, “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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
 
This announcement is for information purposes only. It does not purport to be complete, and it 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 their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, and their respective affiliates, expressly disclaim any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
 
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.