Norcod

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Norcod AS: Update on contemplated private placement

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 Q4 2024 report from Norcod AS (“Norcod” or the “Company”) published on 13 February 202, where it was announced that the Company intends to launch a private placement of new shares (the “Offer Shares”) to raise gross proceeds of minimum NOK 150 million (the “Private Placement”). DNB Markets, a part of DNB Bank ASA has been engaged as financial advisor. The contemplated Private Placement is expected to take place during Q1 2025.
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As previously announced, some of Norcod’s largest shareholders have already indicated support covering the minimum amount in the Private Placement. Based on the indications of interest to subscribe for shares already received, the Company has determined that the subscription price per Offer Share in the Private Placement will be NOK 12.00.

Further information on the Private Placement will be announced in due course.

For more information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail:
cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail:
svh@norcod.no

About Norcod:
Norcod AS’ core business is commercial sea farming of cod. Norcod’s existing fish farms are located in Mid-Norway with ideal conditions for cod. The company contributes 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).

Kilde

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NORCOD AS: Update on contemplated private placement and notification from the Directorate of Fisheries

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 24 February 2025 regarding the contemplated private placement of new shares (the “Offer Shares”) to raise gross proceeds of minimum NOK 150 million at a price per Offer Share of NOK 12.00 (the “Offer Price”) (the "Private Placement”).
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As part of the revised growth strategy aligned with current favorable market dynamics and subject to the Private Placement, the Company has received an increased debt commitment from DNB Bank ASA of up to NOK 150 million. Together with the Private Placement, the increased debt commitment will support the Company in its growth towards an annual production capacity of 25,000 tons WFE. The Company has engaged DNB Markets, a part of DNB Bank ASA, as sole bookrunner for the Private Placement.

As previously announced, some of Norcod’s largest shareholders have already indicated support covering the minimum amount in the Private Placement. The following existing large shareholders and primary insiders have pre-committed to subscribe for Offer Shares at the Offer Price in the Private Placement:

· Artha Norcod, the Company’s largest shareholder and a close associate of Norcod’s board member Jan Severin Sølbæk, has pre-committed to subscribe for and will be allocated approximately NOK 67 million

· High Liner Foods, the Company’s second largest shareholder currently holding approximately 10% of the outstanding shares in the Company and a close associate of Norcod’s board member, Paul Jewer, has pre-committed to subscribe for and will be allocated NOK 75 million.

· Sirena Group AS, a close associate of Norcod’s board member Boe Romorus Spurre, has pre-committed to subscribe for and will be allocated NOK 8 million.

· Christian Riber, CEO in Norcod, has pre-committed to subscribe for and will be allocated NOK 500,000.

· Jan Severin Sølbæk, board member in Norcod, has pre-committed to subscribe for and will be allocated NOK equivalent of DKK 1 million

· Boe Romorus Spurre, board member in Norcod, has pre-committed to subscribe for and will be allocated NOK 100,000.

Thus, the minimum amount in the Private Placement is already fully covered based on the pre-commitments received from the largest shareholders and primary insiders prior to launch of the Private Placement.

Further announcements on the Private Placements will follow-in due course.

NOTIFICATION FROM THE DIRECTORATE OF FISHERIES

As outlined in the Q4 2024 report, Norcod increased harvesting capacity at the Kråkøy processing plant to manage maturation and prevent spawning.

The Norwegian Directorate of Fisheries has given notice to Norcod that five pens at the sites Labukta and Frosvika must be harvested by 1 April, 2025. This requirement aligns with Norcod’s existing harvesting plan, which was previously proactively adjusted by the Company to ensure responsible management of maturation in line with our shared objectives. The five pens have already been partially harvested, to ensure compliance with the Directorate’s harvesting requirements.

The notice from the Directorate of Fisheries is in line with the harvesting plan that already forms the basis of Norcod’s business and growth strategy, as communicated in conjunction with the Private Placement.

Norcod has maintained a close dialogue with the Directorate throughout this process and looks forward to continuing this constructive collaboration in the future.

Contact
Christian Riber (CEO), phone +47 905 37 990, e-mail: cr@norcod.no
Chris Guldberg (COO), phone +47 928 10 707, e-mail: cg@norcod.no

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).

Kilde

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NORCOD AS: Contemplated private placement

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.

Reference is made to the Q4 2024 stock exchange notice from Norcod AS (“Norcod” or the “Company”) on 13 February 2025 regarding the contemplated private placement of new shares and a new debt commitment from DNB Bank ASA. Today, the Company announces that it intends to raise gross proceeds of between NOK 150 – 175 million at a price of NOK 12 per share (the “Offer Price”), implying issuance of between 12,500,000 and 14,583,333 new shares (the “Offer Shares”) (the “Private Placement”). DNB Markets, a part of DNB Bank ASA, acts as sole bookrunner for the Private Placement (the “Manager”).
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The net proceeds from the Private Placement, together with the net proceeds from the New Debt Commitment as (outlined below) and operational cash flow, will be used to fund biomass and site investments necessary to reach its 25,000t WFE annual target harvest capacity.

In connection with, and subject to the Private Placement, DNB Bank ASA is committing an additional NOK 130 million (with possibility to subsequently increase debt commitment up to NOK 150 million) in debt financing to support the Company’s growth plans. The debt is divided into a Term Loan and an Overdraft Facility, where availability of the Overdraft Facility is subject to certain financial covenants. (the “New Debt Commitment”).

The following investors and primary insiders have pre-committed, subject to certain conditions, to subscribe for Offer Shares, which in total covers the minimum size of the Private Placement:

• Artha Norcod A/S, the Company’s largest shareholder and a close associate of Norcod’s board member Jan Severin Sølbæk, has pre-committed to subscribe for and will be allocated Offer Shares equal to approximately NOK 67 million in the Private Placement.

• High Liner Foods, the Company’s second largest shareholder currently holding approximately 10% of the outstanding shares in the Company and a close associate of Norcod’s board member, Paul Jewer, has pre-committed to subscribe for and will be allocated Offer Shares equal to NOK 75 million in the Private Placement.

• Sirena Group AS, a close associate of Norcod’s board member Boe Romorous Spurre, has pre-committed to subscribe for and will be allocated Offer Shares equal to NOK 8 million in the Private Placement.

• Christian Riber, CEO in Norcod, has pre-committed to subscribe for and will be allocated Offer Shares equivalent to NOK 500,000.

• Jan Severin Sølbæk, Board member in Norcod, has pre-committed to subscribe for and will be allocated Offer Shares equivalent to DKK 1 million.

• Boe Romorus Spurre, Board member in Norcod, has pre-committed to subscribe for and will be allocated Offer Shares equivalent to NOK 100,000.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer 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 an amount below EUR 100,000 to the extent applicable exemptions from the offer prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

The application period in the Private Placement commences today at 16:30 CET and will close on 28 February 2025 at 08:00 CET (the “Application Period”). The Company and the Manager may, at their sole discretion extend or shorten the Application Period at any time and for any reason and on short or without notice. If the Application Period is extended or shortened, the other dates referred to herein might be changed accordingly. The allocation of Offer Shares will be determined after the end of the Application Period and the final allocation will be made at the sole discretion of the board of directors (the “Board”).

The Company will announce the final number of Offer Shares placed in a stock exchange announcement expected to be published before the opening of trading on the Euronext Growth Oslo on 28 February 2025.

Completion of the Private Placement is subject to the Board resolving to consummate the Private Placement, allocate the Offer Shares and resolving to summon for the EGM (as defined below) (ii) a resolution by the EGM to increase the share capital in order to facilitate the issuance of the Offer Shares and (iii) the Share Lending Agreement (as defined below) being in full force and effect and the shares to be borrowed pursuant to such agreement being available to the Manager. The Company reserves the right to cancel or modify the terms of the Private Placement at any time and for any reason prior to notification of allocation. Neither the Manager nor the Company or any of their directors, officer, employees, representatives, or advisors will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.

The Offer Shares, other than to the pre-committed investors, is expected to be settled on a delivery versus payment basis on or about 18 March 2025 by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement (the “Share Lending Agreement”) entered into between the Company, the Manager and Artha Norcod A/S. New shares in the Private Placement will be issued by the extraordinary general meeting of the Company planned to be held on or about 14 March 2025 (the “EGM”) and will be used to settle the share loan pursuant to the Share Lending Agreement. The Offer Shares will be tradable upon approval by the EGM.

Allocation will be based on criteria such as (but not limited to) pre-commitments, perceived investor quality, existing ownership in the Company, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon. Other than the Pre-committed Investors, there is no guarantee that any potential investor will be allocated Offer Shares. Notification of conditional allocation is expected to be issued to the applicants by the Manager on or about 28 February 2025.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act, and the rules of equal treatment set out in the Continuing obligations for companies admitted to trading on Euronext Growth and Oslo Børs’ guidelines on the rules of equal treatment and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has considered alternative structures for the raising of new equity. Following careful considerations, 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 setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company expects to be in a position to complete the share issue in today’s market conditions in an efficient manner and at a higher subscription price than would have been the case for a rights issue. In the assessment it has also been taken into consideration that the Private Placement is subject to a publicly announced book-building process. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Board has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the shareholders of the Company.

The Company may, subject to completion of the Private Placement and the Board of Directors being granted an authorization to this effect at the EGM, consider conducting a subsequent repair offering of new shares (the “Subsequent Offering”). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice and be directed towards existing eligible shareholders in the Company as of the 27 February 2025 (as registered in the CSD two trading days thereafter) (the “Record Date”) who i) were not allocated Offer Shares in the Private Placement, (ii) were not contacted during pre-sounding ahead of announcement of the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require a prospectus, registration document or similar action (the “Eligible Shareholders”). The Subsequent Offering will be subject to approval by the EGM, whereas the Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as at the Record Date. Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including the EGM, (iii) the trading price of the Company’s shares exceeding the Subscription Price and (iv) if required, the publication of a national prospectus (the “Prospectus”) by the Company. The subscription period for any Subsequent Offering (if made) is expected to commence shortly after the EGM.

Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection with the Private Placement.

For further information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail: svh@norcod.no

About Norcod
Norcod’s 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).

This announcement was published by Stian Vollan-Hansen, on the date and time provided.

Kilde

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NORCOD AS: PRIVATE PLACEMENT SUCCESSFULLY PLACED

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.

Reference is made to the stock exchange announcement by Norcod AS (“Norcod” or the “Company”) published on 27 February 2025, regarding launch of a contemplated private placement of new shares in the Company to raise gross proceeds of NOK 150-175 million (the “Private Placement”).
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Norcod is pleased to announce that the Private Placement has been successfully placed and that the board of directors (the “Board”) have resolved to allocate 13,724,225 offer shares (the “Offer Shares”) at the subscription price of NOK 12 per Offer Share, which will raise gross proceeds to the Company of approximately NOK 165 million.

• Artha Norcod A/S was allocated 5,541,666 Offer Shares equal to NOK 66,499,992.

• High Liner Foods was allocated 6,250,000 Offer Shares equal to NOK 75,000,000.

• Sirena Group AS was allocated 666,666 Offer Shares equal to NOK 7,999,992.

• CEO Christian Riber was allocated 41,666 Offer Shares equal to NOK 499,992.

• Board member Jan Severin Sølbæk was allocated 130,609 Offer Shares equal to NOK 1,567,308.

• Board member Boe Spurre was allocated 8,333 Offer Shares equal to NOK 99,996.

• Berners AS, a close associate of Chairman of the Board Renate Larsen, was allocated 250,000 Offer Shares equal to NOK 3,000,000.

DNB Markets, a part of DNB Bank ASA acted as sole bookrunner (the “Manager”).

The net proceeds from the Private Placement, together with the net proceeds from the New Debt Commitment (as outlined below) and operational cash flow, will be used to fund biomass and site investments necessary to reach its 25,000t WFE annual target harvest capacity.

In connection with, and subject to the Private Placement, DNB Bank ASA is committing an additional NOK 130 million (with possibility to subsequently increase debt commitment up to NOK 150 million) in debt financing to support the Company’s growth plans. The debt is divided into a Term Loan and an Overdraft Facility, where availability of the Overdraft Facility is subject to certain financial covenants.
Settlement of the Private Placement is expected to take place on a delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement entered into between the Company, the Manager and Artha Norcod A/S. The Manager will settle the share loan with new shares to be issued at an extraordinary general meeting of the Company expected to be held on or about 14 March 2025 (the “EGM”). Shares allocated in the Private Placement will be tradable upon EGM approval of the Private Placement.

Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a registered share capital of NOK 28,763,694.50 divided into 57,527,389 shares, each with a nominal value of NOK 0.50.

The Board has considered the structure of the contemplated offering of new shares in light of the equal treatment obligations under the Norwegian Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under the rules for companies listed on Euronext Growth and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Company is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to be in a position to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. Accordingly, the existing shareholders preferential rights to subscribe for new shares in the Private Placement will be deviated from.

The Company has, subject to completion of the Private Placement and approval by the EGM, and certain other conditions, resolved to carry out a subsequent repair offering of (the “Subsequent Offering”) of up to 1,666,666 new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 27 February 2025 (as registered in the VPS two trading days thereafter) (the “Record Date”), who i) were not allocated Offer Shares in the Private Placement, (ii) were not contacted during pre-sounding ahead of announcement of the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require a prospectus, registration document or similar action (the “Eligible Shareholders”). A Subsequent Offering will be subject to approval by the EGM, whereas the Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as at the Record Date. Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including the EGM, (iii) the trading price of the Company’s shares exceeding the Subscription Price and (iv) if required, the publication of a national prospectus (the “Prospectus”) by the Company.

Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection with the Private Placement.

For more information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail: svh@norcod.no

About Norcod:
Norcod’s 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).

Important notice, this announcement was published by CFO, Stian Vollan-Hansen , on the date and time provided.

Kilde

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Key information relating to a potential Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN 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 (the “Company”) on 27 February 2025 regarding the successful completion of a private placement of 13,724,225 new shares in the Company at a subscription price of NOK 12 per share (the “Offer Price”) raising gross proceeds of approximately NOK 165 million (the “Private Placement”) and a potential subsequent offering of new shares at a price equal to the Offer Price (the “Subsequent Offering”).
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In accordance with the continuing obligations of companies listed on Euronext Growth Oslo, the following key information is given with respect to the Subsequent Offering:

Date of announcement of the potential Subsequent Offering: 27 February 2025
Last day of trading including right to participate in Subsequent Offering: 27 February 2025
First Date of trading excluding right to participate in Subsequent Offering: 28 February 2025
Record Date: 3 March 2025
Date of approval: On or about 14 March 2025
Maximum number of new shares: 1,666,666
Subscription price: NOK 12.00

This announcement was published by Stian Vollan-Hansen, on the date and time provided.

For further information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: + 47 481 78 846, E-mail: svh@norcod.no

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 SecuritiesTrading Act and the EU Market Abuse Regulation (MAR).

Kilde

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NCOD: Notice of extraordinary general meeting in connection with the Private Placement and Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN 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 (the “Company”) on 27 February 2025 regarding the successful completion of a private placement of 13,724,225 new shares in the Company at a subscription price of NOK 12 per share (the “Offer Price”) raising gross proceeds of approx. NOK 165 million (the “Private Placement”) and a potential subsequent offering of new shares at a price equal to the Offer Price (the “Subsequent Offering”).
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The Company hereby calls for an extraordinary general meeting to be held on 14 March 2025 at 10:00 (CET) at the Company’s premises to resolve:

(i) Capital increase to issue the shares in the Private Placement; and
(ii) Authorisation to carry out and to issue shares in the Subsequent Offering.

The notice and agenda of the general meeting is attached to this stock exchange announcement and will also be made available on the Company’s webpage.

For further information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: + 47 481 78 846, E-mail: svh@norcod.no

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 SecuritiesTrading Act and the EU Market Abuse Regulation (MAR).

This announcement was published by Stian Vollan-Hansen, Chief Financial Officer, on the date and time provided.

Kilde

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Mandatory notification of trade by Primary Insiders and Close Associates of Primary Insiders

Reference is made to the stock announcement from Norcod AS (“Norcod” or the “Company”) on 27 February 2025 regarding the successfully completed private placement (the “Private Placement”) of new shares (the “Offer Shares”).

In connection with the Private Placement, the following primary insiders and close associates of primary insiders have been allocated a number of Offer Shares.
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Close associates of primary insiders:

ArthaScope Norcod VIII A/S, a close associate of Jan Severin Sølbæk who is board member in Norcod, has been allocated 5,541,666 Offer Shares equal to NOK 66,499,992 in the Private Placement.

High Liner Foods, a close associate of Paul Jewer who is a board member in Norcod, has been allocated 6,250,000 Offer Shares equal to NOK 75,000,000 in the Private Placement.

Sirena Group A/S, a close associate of Boe Romorus Spurre who is a board member in Norcod, has been allocated 666,666 Offer Shares equal to NOK 7,999,992 in the Private Placement.

Berners AS, a close associate of Renate Larsen who is a chairman of the board in Norcod, has been allocated 250,000 Offer Shares equal to NOK 3,000,000 in the Private Placement.

Primary insiders:

Boe Romorus Spurre, board member in Norcod, has been allocated 8,333 Offer Shares equal to NOK 99,996 in the Private Placement.

Christian Riber, CEO in Norcod, has been allocated 41,666 Offer Shares equal to NOK 499,992 in the Private Placement.

Jan Severin Sølbæk, board member in Norcod, has been allocated 130,609 Offer Shares equal to NOK 1,567,308 in the Private Placement.

Please see attached notification of trades for further details.

Contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail: svh@norcod.no

This information is subject to disclosure requirements pursuant to article 19 of the EU Market Abuse Regulation (MAR) and Section 5-12 of the Norwegian Securities Trading Act.

Kilde

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Norcod AS: Minutes from Extraordinary General Meeting

An Extraordinary General Meeting of Norcod AS was held at 10:00 hours (CET) today, 14 March 2025 at the Company’s offices at Thomas Angells gate 22, 7011 Trondheim, Norway.

All items on the agenda were resolved in accordance with the Board of Directors’ proposals as set out in the calling notice attached to the stock exchange announcement published on 28 February 2025.
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Please see attached a copy of the Minutes from the Extraordinary General Meeting.

For further information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: + 47 481 78 846, E-mail: svh@norcod.no

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).

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.

Kilde

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NORCOD AS: LAUNCH OF SUBSEQUENT OFFERING

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”).
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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: cr@norcod.no

Stian Vollan-Hansen, CFO
Tel: +47 481 78 846, E-mail: svh@norcod.no

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).

Kilde

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NORCOD AS: NEW SHARE CAPITAL REGISTERED

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN 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 (the “Company”) on 27 February 2025 regarding the successful completion of a private placement of 13,724,225 new shares (the “Offer Shares”) in the Company at a subscription price of NOK 12 per share (the “Offer Price”) raising gross proceeds of approx. NOK 165 million (the “Private Placement”) and a potential subsequent offering of new shares at a price equal to the Offer Price (the “Subsequent Offering”).
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The share capital increase pertaining to the issuance of the Offer Shares under the Private Placement has today been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Following this, the Company’s registered share capital is NOK 28,763,694.50 divided into 57,527,389 shares, each with a nominal value of NOK 0.50.

For additional information, please contact:

Christian Riber, CEO
Tel: +47 905 37 990, E-mail: cr@norcod.no

Stian Vollan-Hansen, CFO
Tel: +47 481 78 846, E-mail: svh@norcod.no

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).

Kilde

[TekBot]

NORCOD AS: Last day of subscription period in Subsequent Offering

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 21 March 2025 regarding the start of the subscription period in the subsequent offering (the “Subsequent Offering”) of up to 1,666,666 new shares (the “Offer Shares”) at a subscription price of NOK 12 per Offer Share (the “Offer Price”).
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The subscription period for the Subsequent Offering will expire today at 16:30 CEST.

Correctly completed subscription forms must be received by the manager of the Subsequent Offering, DNB Markets, a part of DNB Bank ASA, or in the case of online subscriptions, be registered by the end of the subscription period.

Subscription rights that are not used to subscribe for Offer Shares by the end of the subscription period will have no value and will lapse without compensation to the holder.

For more information about the Subsequent Offering and the subscription procedures, please refer to the prospectus dated 20 March 2025 (the “Prospectus”), prepared by the Company in connection with the Subsequent Offering, which is available at www.dnb.no/emisjoner. Subscriptions may only be made on the basis of the Prospectus.

Advisors:

DNB Markets, a part of DNB Bank ASA, is acting as bookrunner 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: cr@norcod.no

Stian Vollan-Hansen, CFO
Tel: +47 481 78 846 , E-mail: svh@norcod.no

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).

Kilde

[TekBot]

NORCOD AS: Final result of Subsequent Offering

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 21 March 2025 regarding the start of the subscription period in the subsequent offering (the “Subsequent Offering”) of up to 1,666,666 new shares (the “Offer Shares”) at a subscription price of NOK 12 per Offer Share (the “Offer Price”).
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The subscription period for the Subsequent Offering ended on Friday 4 April 2025 at 16:30 CEST. By the end of the subscription period, the Company had received valid subscriptions for 132,184 shares in the Subsequent Offering. The board of the Company has today, pursuant to the authorisation granted by the Company’s general meeting held on 14 March 2025, resolved that a total of 132,184 Offer Shares will be allocated at the Offer Price in accordance with the allocation criteria set out in the national prospectus dated 20 March 2025 prepared by the Company in connection with the Subsequent Offering, raising gross proceeds of NOK 1,586,208.

Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be sent out in a separate letter to each subscriber. Investors that are allocated Offer Shares can access information on the number of Offer Shares allocated through VPS on 7 April 2025. The due date for payment of the Offer Shares is on 9 April 2025.

Subject to duly and timely payment of the Offer Shares by the subscribers, the share capital increase pertaining to the Offer Shares is expected to be registered in the Norwegian Register of Business Enterprises on or about 14 April 2025 and will be delivered to the VPS accounts of the subscribers shortly thereafter. The Offer Shares will have equal rights and rank pari passu with the Company’s other shares.

Advisors

DNB Markets, a part of DNB Bank ASA, is acting as bookrunner 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: cr@norcod.no

Stian Vollan-Hansen, CFO
Tel: +47 481 78 846 , E-mail: svh@norcod.no

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).

Kilde

[TekBot]

NORCOD AS: NEW SHARE CAPITAL REGISTERED

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
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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 (the “Company”) on 4 April 2025 regarding the successful completion of a subsequent offering of 132,184 new shares (the “Offer Shares”) in the Company at a subscription price of NOK 12 per share (the “Offer Price”) raising gross proceeds of approx. NOK 1,58 million (the “Subsequent Offering”).

The share capital increase pertaining to the issuance of the Offer Shares under the Subsequent Offering has today been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Following this, the Company’s registered share capital is NOK 28,829,786.50 divided into 57,659,573 shares, each with a nominal value of NOK 0.50.

For additional information, please contact:

Christian Riber, CEO
Tel: +47 905 37 990, E-mail: cr@norcod.no

Stian Vollan-Hansen, CFO
Tel: +47 481 78 846, E-mail: svh@norcod.no

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).

Kilde

[TekBot]

Norcod AS: Integrated annual report 2024

Norcod has today published its Annual Report for 2024, including ESG reporting. Financial and strategic highlights are summarised below.

Revenue grew compared to 2023, from 269 MNOK to 397 MNOK, or 47%, supported by increased harvest volumes, favourable market conditions and improvements in biological performance and feed efficiency. Operating expenses ended at 620 MNOK, up from 524 MNOK in 2023. Net loss for the period ended on 235 MNOK, down from 246 MNOK in 2023.
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During 2024, Norcod harvested 8,333 tonnes cod (WFE), compared to 6,155 tonnes in 2023, corresponding to an increase of 35%.

Other highlights include:
• Throughout 2024, 90.2% of fish harvested were categorised as superior quality, the highest classification.
• Production costs at sea were down by almost 10%, from 50.7 NOK/kg in 2023, to 45.9 NOK/kg in 2024.
• Norcod reduced its product carbon footprints by 12% per kg HoG and edible yield in 2024, compared with 2023.
• Norcod saw favourable market developments in 2024, including a rise of approximately 25% in achieved sales prices from Q1 to Q4.

“Although our financial results have improved compared to 2023, and the market fundamentals and measures we have implemented to streamline operations during the year have laid a strong foundation for profitable growth, we still have a way to go,” says Christian Riber, CEO of Norcod.

“We are witnessing growing awareness and recognition of the advantages of Snow Cod, offering a reliable supply of fresh, premium quality cod. Norcod firmly believes that the favourable market conditions, further improvements in our production and measures to address key challenges, provide a strong foundation in the ongoing commercialisation phase for farmed cod.”

The integrated annual report for 2024 is attached in PDF and also available on our website.

For further information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail:
cr@norcod.no
Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail:
svh@norcod.no

Kilde

[TekBot]

Norcod AS: Notice of Annual General Meeting

Trondheim, 4 June 2025:

The annual general meeting of Norcod AS will be held on Wednesday 18 June 2025 at 08:00 (CET) in Thomas Angells gate 22, 7011 Trondheim, Norway. Please find attached notice of the annual general meeting and attendance/proxy form.
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Shareholders that wish to participate in the annual general meeting must register participation by returning the registration form for attendance in Appendix 2 to svh@norcod.no. The shareholders will have the opportunity to participate in the general meeting at the offices of the Company, and are encouraged to make use of the possibility to vote in advance and appoint a proxy through the form attached hereto as Appendix 3.

For further information, please contact:

Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: cr@norcod.no

Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail: svh@norcod.no

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).

About Norcod: Norcod AS’ core business is commercial sea farming of cod through ownership and partnerships 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.

Kilde