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Reference is made to stock exchange notices released by Andfjord Salmon Group AS ("Andfjord Salmon" or the "Company") on 3 December 2025 and 11 December 2025 relating to the engagement of a new contractor to complete remaining works at the site at Kvalnes (the “New Contractor”) as well as a claim for compensation towards the prior contractor at the site (the “Claim”). As further described herein, and in relation to this and the investment budget at Kvalnes, Andfjord Salmon has secured additional funding as a precautionary measure.
BUDGET REVISIONS FROM CONTRACTOR AND CLAIM FROM ANDFJORD SALMON
The Claim from Andfjord Salmon against the prior contractor is in excess of NOK 1 billion, which is related to, inter alia, unjustified upwards revisions of costs for completed work at the Company’s Kvalnes site. In addition to previously announced changes to the budget, the most recent revisions from the prior contractor are estimated to add up to NOK 400 million to the cost framework communicated on 28 May 2025 and forms part of the Claim. As part thereof, an employer’s guarantee has been drawn upon, thereby reducing the Company’s liquidity buffer.
Since then, the Company has entered into an agreement with the New Contractor to complete concrete works for the two remaining Phase 1 production pools. Once these concrete works are completed and the two pools are technically connected to the site infrastructure, the Company will have installed production capacity of 11,000 tons (HOG and post-smolt), expected to be completed in spring/summer of 2026. Currently, the operational production capacity is 6,000 tons (HOG and post-smolt) from three pools.
FURTHER INFORMATION ON STATUS OF BUILD-OUT AT KVALNES
After having undergone expansion construction since 2023, Andfjord Salmon re-commenced salmon production at the Kvalnes site in September 2025. Mission-critical infrastructure at the site has been completed, including waterways, technical infrastructure and an operational harbor area. Further, pool pits for 12 new pools have been fully excavated.
As of 30 September 2025, a total of approx. NOK 3,200 million had been invested at the Kvalnes site. The ongoing build-out phases are gradually nearing completion, with the total investment budget towards 17,000 tons of annual salmon production (HOG and post-smolt) having previously been communicated to NOK 3,650 million incl. pilot pool. This includes significant shared infrastructure for total production at the Kvalnes site of 48,100 tons (HOG and post-smolt).
PRIVATE PLACEMENT AND ENHANCED BANK DEBT PACKAGE
To ensure continued flexibility and momentum pending above processes, the Company is carrying out a private placement of new shares in the Company (the “Private Placement”), and is in the process of finalizing an enhanced debt package offered by Andfjord Salmon’s group of lending banks (the “Bank Debt Package”).
The Private Placement amounts to NOK 300 million in gross proceeds through issuance of new shares to certain of the Company’s largest shareholders, including Jerónimo Martins Agro-Alimentar S.A. The subscription price per new share will be NOK 26.70 per share, equal to the closing price on Euronext Growth Oslo on 15 December 2025. Other existing shareholders may subscribe on the same terms, up to its pro-rata ownership, and allocated shares to other existing shareholders are expected to be Tranche 1 shares (as described below). Any such subscription will be subject to applicable selling and regulatory restrictions, including with respect to minimum subscription levels (minimum order and allocation have been set to the NOK equivalent of EUR 100,000) provided that the Company may, at its sole discretion, allocate amounts below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act, Regulation (EU) 2017/1129 and ancillary regulations, are available. Any such interest in subscribing shares in the Private Placement must be communicated to the Managers (as defined below) as soon as possible, and no later than 21:00 CET on 15 December 2025.
The equity issue will be conducted as a directed private placement resolved by the Company’s board of directors (the “Board”), of which 6,085,000 shares are expected to be issued based on authorization granted at the annual general meeting held on 29 April 2025 (“Tranche 1”), and the issuance of the remaining shares needed to raise the full Private Placement amount (“Tranche 2”), including allocations of new shares to other existing shareholders, is subject to approval by an extraordinary general meeting of the Company, to be summoned shortly and expected to be held on or about 30 December 2025. The Board has considered the structure of the equity raise in light of relevant equal treatment obligations and guidelines, and is of the view that the ability to efficiently and quickly secure the additional capital required at current market price with no discount and without project or production interference is in the common interest of the Company and all its shareholders. Therefore, the Company does not intend to carry out any further subsequent offering.
The Bank Debt Package is currently at the term sheet level and encompasses an amount of NOK 200 million, which is added to the existing construction loan for a total new framework of NOK 1,300 million on materially the same terms as previously announced and subject to customary conditions, including fully funded status.
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge and SB1 Markets AS have been appointed as financial advisors (the “Managers”) to Andfjord Salmon in connection with the Private Placement.
PRODUCTION STATUS
The Company has released 1.1 million smolt into its operational pools, currently growing at an exceptional pace and with stellar survival rates.
Status in Pool K0:
- Number of individuals released on 30 September 2025: ~350,000
- Survival rate: 99.85%
- Average weight: 690 grams
- Feed conversion ratio (FCR): 0.88 kilos of feed to produce one kilo of salmon
- Standing biomass in pool: 242 tons of live salmon
Status in Pool K1:
- Number of individuals released on 10-12 November 2025: ~750,000
- Survival rate: 99.81%
- Average weight: 234 grams
- Feed conversion ratio (FCR): 0.92 kilos of feed to produce one kilo of salmon
- Standing biomass in pool: 176 tons of live salmon
KEY FIGURES FROM Q3 2025 AND PRESENTATION
The Company will present a detailed operational update and third quarter 2025 financial results on 16 December 2025. Pending such full report, the Company hereby reports the following headline figures (TNOK):
- Revenues for the period: 0
- Net loss for the period: 45 243
- Cash at end of period: 411 754
- Borrowings at end of period: 1 578 702
- Undrawn debt at end of period: 420 000 (see details in attachment)
ATTACHMENTS
Please find supporting materials attached, including figures from 3Q 2025.
CONTACTS – COMPANY
* Investors: Bjarne Martinsen, CFO, Andfjord Salmon Group AS, +47 975 08 345, bjarne.martinsen@andfjord.no
* Media: Martin Rasmussen, CEO, Andfjord Salmon Group AS, +47 975 08 665, martin@andfjord.no
CONTACTS – MANAGERS
* Arctic Securities AS: +47 41 70 72 05
* DNB Carnegie, a part of DNB Bank ASA: +47 24 16 90 20
* Nordea Bank Abp, filial i Norge: +47 95 42 73 71
* SB1 Markets: +47 24 14 74 70
Disclosure regulation
This information is considered to be inside information pursuan to the EU Market Abuse Regulation and is subject to disclosure requirements pursuant to section 5-12 in the Norwegian Securities Trading Act. This stock exchange announcement was published by Bjarne Martinsen, CFO of the Company, at the date and time set out herein, on behalf of the Company.
About Andfjord Salmon
Located at Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord Salmon is developing the world's most sustainable and fish-friendly aquaculture facility of its kind. Through a proprietary flow-through system, Andfjord Salmon combines the best from ocean and land-based salmon farming. In its first production cycle, the company achieved an industry-leading survival rate of 97.5 percent, feed conversion ratio of 1.05, superior share of 91.1 percent, and required 1 kWh to produce one kilo of salmon.
For more information, see www.andfjordsalmon.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 "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 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 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 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 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.
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 operate, 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 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 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 of the Managers nor any of their respective 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Attachments
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Andfjord Salmon - Supporting Materials 15122025 vFF.pdf
