Gigante Salmon AS: Contemplated private placement

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, 13 June 2024: 
Gigante Salmon AS (the "Company") has engaged SpareBank 1 Markets AS as sole
manager (the "Manager") to advise on and effect a contemplated private placement
of new shares directed towards Norwegian and international investors after the
close of trading on Euronext Growth Oslo today (the "Private Placement").

In the Private Placement, the Company is offering a number of new shares (the
"Offer Shares") to raise gross proceeds of between approx. NOK 170 and 200
million. The subscription price per Offer Share (the "Offer Price") and the
number of Offer Shares to be issued will be determined by the Board of Directors
of the Company (the "Board") on the basis of an accelerated bookbuilding process
conducted by the Manager.

The Company intends to use the net proceeds from the Private Placement to fund
the Company's projected investment and working capital needs for the
construction and operation of the landbased salmon farming site on Lille Indre
Rosøya (the "Rødøy Facility") in Rødøy municipality as well as for general
corporate purposes.

The Company's largest shareholder, Gigante Havbruk AS (holding directly and
indirectly 63.64% of the outstanding shares in the Company and represented on
the board of directors by Kristian Lorentsen and by CEO of the Company Kjell
Lorentsen) (the "Anchor") has, subject to certain conditions, pre-committed to
subscribe for and be allocated Offer Shares for NOK 130 million. Further, the
offer and allocation of new shares in the Private Placement and Subsequent
Offering (if relevant) shall not result in Gigante Havbruk AS' pro-rata
ownership in the Company (based on its direct ownership) prior to the Private
Placement being reduced.

In addition, the following investors have, subject to certain conditions,
pre-committed to subscribe for and be allocated Offer Shares for the following
amounts: Kulta Invest AS (NOK 15 million), Yannick AS (NOK 10 million), Jan
Heggelund (NOK 10 million) and Ristora AS (NOK 5 million) (together with the
Anchor, the "Pre-Committed Investors").

The bookbuilding period for the Private Placement will start today, 13 June 2024
at 16:30 (CEST) and close on or before 14 June 2024 at 08:00 (CEST) (the
"Bookbuilding Period"). The Company together with the Manager reserve the right,
at their own discretion, to extend or shorten the Bookbuilding Period at any
time and for any reasons on short or without notice. If the Bookbuilding Period
is shortened or extended, the other dates referred to herein may be amended
accordingly.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from prospectus
requirements and any other filing or registration requirements in the applicable
jurisdictions and subject to other selling restrictions. The minimum application
and allocation amount have been set to the NOK equivalent of EUR 100,000. The
Company may, however, at its sole discretion, allocate shares corresponding to
an amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European
Parliament and of the Council, of 14 June 2017 on the prospectus to be published
when securities are offered to the public as implemented in Norway in accordance
with Section 7-1 of the Norwegian Securities Trading Act and other applicable
regulations are available.

The Pre-Committed Investors, having pre-committed to subscribe for Offer Shares,
will receive full allocation according to their pre-committed amount. Other
allocations of Offer Shares will be made at the sole discretion of the Board
after consultation with the Manager. Allocation will be based on criteria such
as (but not limited to), pre-commitments (as further described above), current
ownership in the Company, timeliness of the application, price leadership,
relative order size, sector knowledge, perceived investor quality and investment
horizon, however so that the Anchor as pre-commitment investor will receive an
allocation at least sufficient to maintain its pro-rata ownership in the
Company. The Company may, at its sole discretion, set a maximum allocation to
any applicant as well as reject or reduce any application in whole or in part.

Notification of allotment and payment instruction (the "Notification") will be
sent to the applicant by the Manager on or about 14 June 2024, subject to any
shortening or extensions of the Bookbuilding Period.

Settlement of the Offer Shares to the investors in the Private Placement other
than Gigante Havbruk AS is expected to take place on or about 18 June 2024 on a
delivery versus payment ("DvP") basis by delivery of existing and unencumbered
shares in the Company already admitted to trading on Euronext Growth Oslo to be
borrowed from Gigante Havbruk AS (the "Share Lender"), pursuant to a share
lending agreement entered into between the Company, the Manager and the Share
Lender (the "Share Lending Agreement"). The Offer Shares delivered to applicants
other than Gigante Havbruk AS will thus be tradable from allocation. The Manager
will settle the share loan with new shares in the Company to be resolved issued
by the Board pursuant to an authorization to increase the share capital of the
Company granted by the Company's annual general meeting on 15 May 2024 (the
"Board Authorization"). Delivery of the Offer Shares allocated to Gigante
Havbruk AS (the "Remaining Shares") will be made by issuance of new shares
pursuant to the Board Authorization and delivery will be made as soon as
possible after registration of the share capital increase pertaining to the
issue of the Remaining Shares in the Norwegian Register of Business Enterprises
("NRBE") and the issue and registration of the Remaining Shares in the VPS. The
Remaining Shares cannot be traded on Euronext Growth Oslo before the share
capital increase pertaining to the issuance of the Remaining Shares has been
registered with the NRBE.

Completion of the Private Placement, by delivery of Offer Shares to investors,
is subject to the following conditions (together, the "Conditions") being
satisfied: (i) all necessary corporate resolutions being validly made by the
Company, including (without limitation) the Board resolving to consummate the
Private Placement and allocate and issue the Offer Shares pursuant to the Board
Authorization, and (ii) the Share Lending Agreement remaining unmodified and in
full force and effect.

Delivery of the Remaining Shares to Gigante Havbruk AS is in addition to being
subject to the Conditions also conditional upon the share capital increase
pertaining to the issuance of the Remaining Shares being validly registered with
the NRBE and the allocated Remaining Shares being validly issued and registered
in the VPS.

The Company will announce the Offer Price and the number of Offer Shares to be
issued and allocated in the Private Placement through a stock exchange notice
expected to be published before opening of the trading on Euronext Growth Oslo
on 14 June 2024. The Private Placement may be cancelled if the Conditions are
not fulfilled, and the Company, in consultation with the Manager, reserves the
right to cancel and/or modify the terms of the Private Placement at any time and
for any reason prior to notification of allocation of Offer Shares. Neither the
Company nor the Manager, or any of their respective directors, officers,
employees, representatives or advisors, will be liable for any losses if the
Private Placement is cancelled and/or modified, irrespective of the reason for
such cancellation of modification.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board has
considered the structure of the equity raise in light of the equal treatment
obligations under the Norwegian Private Limited Companies Act, the Norwegian
Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for
companies listed on Euronext Growth Oslo and Euronext Oslo Børs' Guidelines on
the rule of equal treatment.

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 particular
because the Private Placement enables the Company to secure equity financing to
accommodate the Company's funding requirements for construction of the Rødøy
Facility on a short timeline. Further, a private placement will reduce execution
and completion risk, as it enables the Company to raise equity efficiently and
in a timely manner, with a lower discount to the current trading price, at a
lower cost and with a significantly reduced completion risk compared to a rights
issue. It has also been taken into consideration that the Private Placement is
based on a publicly announced accelerated bookbuilding process. Further, the
Subsequent Offering (as defined below), if implemented, will secure that
eligible shareholders will receive the opportunity to subscribe for new shares
at the same subscription price as that applied in the Private Placement. On this
basis the Board has considered the proposed transaction structure to be in the
common interest of the Company and its shareholders.

The Company may, subject to completion of the Private Placement and certain
other conditions, resolve to carry out a subsequent offering of new shares (the
"Subsequent Offering"). Any Subsequent Offering will be directed towards
existing shareholders in the Company as of 13 June 2024 (as registered in the
VPS two trading days thereafter), 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. If carried out,
the size and structure of the Subsequent Offering shall be in line with market
practice. The Company reserves the right in its sole discretion to not conduct
or cancel the Subsequent Offering. The Company will issue a separate stock
exchange announcement with further details on the Subsequent Offering if and
when finally resolved.

Advokatfirmaet Selmer AS is acting as legal advisor to the Company, while
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.

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 considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Rune Johansen, CFO in Gigante Salmon AS,
at the time and date stated above in this announcement.

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.

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