Statt Torsk ASA: Private placement successfully completed

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.

Oslo, 8 December 2022: Reference is made to the stock exchange notice from Statt
Torsk ASA ("Statt Torsk" or the "Company") published on 8 December 2022
regarding a contemplated private placement of new shares. 

The Company is pleased to announce that it has raised approximately NOK 40
million in gross proceeds through a private placement (the "Private Placement")
of 23,529,411 shares (the "Offer Shares"), each at a price per share of NOK 1.7.
The Private Placement, together with the contemplated Subsequent Offering (as
defined below), will raise gross proceeds of up to NOK 50 million to the
Company.

The net proceeds from the Private Placement will be used to finance optimization
of harvest capacity, build-up of biomass on the Company's existing sites as well
as its new site at Apalset, and for general corporate purposes.

The Company's Board of Directors (the "Board) has today resolved the Private
Placement and allocated the Offer Shares. Notification of allotment and payment
instructions is expected to be issued to the applicants tomorrow, on 9 December
2022, by the Manager. The new shares in the Private Placement will be settled
through a delivery versus payment transaction on or about 13 December 2022 with
existing and unencumbered shares in the Company already admitted to trading on
Euronext Growth Oslo, pursuant to a share lending agreement entered into between
the Company, the Manager and Orinoco AS, a close associate of chairman of the
Board, Nicolas Brun-Lie. The Offer Shares delivered to the subscribers are thus
tradable from allocation. The Manager will settle the share loan with new shares
in the Company resolved issued by the Board today pursuant to an authorisation
granted by the Company's extraordinary general meeting held on 20 December 2021
(the "Authorisation"). 

Following the issue of the new shares, the Company will have a share capital of
NOK 21,029,259.8 divided into 210,292,598 shares, each with a nominal value of
NOK 0.10. 

The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement, taking into consideration the time, costs and
risk of alternative methods of securing the desired funding, is in the common
interest of the shareholders of the Company. When reaching this conclusion, the
Board also emphasized that it intends to carry out the Subsequent Offering (as
defined below), as further described below.

The subsequent repair offering, if carried out, will consist of up to 5,882,352
new shares at the Offer Price with gross proceeds of up to approximately NOK 10
million to be resolved issued by the Board pursuant to the Authorisation (the
"Subsequent Offering"). The Subsequent Offering, if carried out, will, subject
to applicable securities law, be directed towards existing shareholders in the
Company as of 8 December 2022 (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 offer would be unlawful
or would (in jurisdictions other than Norway) require any prospectus, filing,
registration or other similar action. The potential Subsequent Offering will be
subject to, among other things, approval by the Board. Launch of a Subsequent
Offering, if carried out, may also be contingent on publishing of a prospectus.


Advisors
SpareBank 1 Markets AS is acting as Sole Bookrunner in connection with the
Private Placement. Ro Sommernes is acting as legal advisor to the Company and
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.

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 the Norwegian Securities Trading Act. This stock exchange notice
was published by Bjug Borgund, CFO of the Company, on 8 December 2022 at 23:00
CET.

For more information; statt.no or contact:

Gustave Brun-Lie, CEO, [e-mail] 
Bjug Borgund, CFO, [e-mail] 

About Statt Torsk ASA 
Statt Torsk ASA is listed on Euronext Growth with ticker STATT and with
operations in Stad municipality. The company produces and sells farmed Atlantic
cod. In 2016-2021, the company carried out three pilot productions to clarify
whether commercial production was possible. The company is now in commercial
production with currently two sites in Vanylvsfjorden.

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 "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 Manager, the Company, 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 Manager
nor any of their 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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