NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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 notice from Norcod AS ("Norcod" or the "Company") on 14 March 2025 with key information in relation to a subsequent offering (the "Subsequent Offering") of up to 1,666,666 new shares (the “Offer Shares”) at a subscription price of NOK 12 per share (the "Offer Price"). The Offer Price is equal to the offer price in the private placement of new shares that was successfully placed on 27 February 2025 (the "Private Placement").

The Company has resolved to proceed with the Subsequent Offering, which may raise total gross proceeds of up to NOK 19,999,992. The Subsequent Offering will be directed towards existing shareholders in the Company as of the end of trading on 27 February 2025, as registered in Euronext Securities Oslo ("VPS") on 3 March 2025 (the "Record Date"), who (i) were not allocated shares in the Private Placement, (ii) were not included in the pre-sounding phase of 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 0.12304 subscription rights for each existing share registered as held by such Eligible Shareholder as of the Record Date. Each subscription right will give the right to subscribe for, and be allocated, one (1) share in the Subsequent Offering. Over-subscription and subscription without subscription rights is permitted.

The subscription period for the Subsequent Offering commences on 21 March 2025 at 09:00 CET and ends on 4 April 2025 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 is available at the Manager’s website: www.dnb.no/emisjoner.  

Subscription shall primarily be made through the VPS online subscription system. Eligible Shareholders who are not able to use the VPS online subscription system, may subscribe by correctly completing and signing a subscription form (attached to the Prospectus), and delivering it to the Manager (by mail or email) as set out in the subscription form.

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 due date for payment of the Offer Shares is 9 April 2025. 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 15 April 2025. The Offer Shares will have equal rights and rank pari passu with the Company's existing shares.

Completion of the Subsequent Offering is subject to (i) due payment for the Offer Shares by the subscribers, (ii) the Board of Directors of the Company resolving to approve the Subsequent Offering and issue and allocate the Offer Shares based on the authorization granted by the general meeting of the Company held on 14 March 2025, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises, and (iv) delivery of the Offer Shares to the subscribers in the VPS.

DNB Markets, a part of DNB Bank ASA, is sole manager for the Subsequent Offering (the "Manager"). 

Advokatfirmaet Haavind AS is acting as legal counsel to Norcod.

For more information, please contact:

Christian Riber, CEO
Tel: +47 905 37 990, E-mail: [email protected] 

Stian Vollan-Hansen, CFO
Tel: +47 481 78 846, E-mail: [email protected]

About Norcod:

Norcod AS’ core business is commercial sea farming of cod but through ownership and partnerships is involved in the entire value chain. Norcod’s existing fish farms are located in Mid-Norway with ideal conditions for cod. The company is contributing to blue ocean value creation with minimal impact on the environment while supporting local communities. Norcod is listed on Oslo’s Euronext Growth market.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation (MAR).