Grønt fra Nord - Convertible loan

Grønt fra Nord AS was established in 2021, with its production facilities and headquarters located in Fauske. The company is the result of a merger between GFN Kvarøy AS and GFN Fauske AS.

We operate a fully developed facility featuring 22 vertical farming racks (14 tiers high) and have been delivering commercially since July 7, 2021. At our peak, we employed 18 people, and we are now entering a new growth phase:

• Signed agreement with a Slovak agency – 10 new production employees will be arriving between April and June.

• Recruiting 2 sales representatives – currently in progress.

As of today, our team consists of 5 employees and 1 contracted worker.

This is an investment opportunity in a company with fully developed infrastructure, established customer agreements, and a proven production model – in a market with growing demand for local, sustainable, and predictable food production. The restructuring provides a structured framework to clean up the balance sheet and execute a controlled scale-up. With a planned ramp-up (50% → 70% → 100%), the model demonstrates positive cash flow from 50% capacity onward, with increasing profitability as we scale further.

Norway imports large volumes of lettuce, and long supply chains result in high waste percentages before the goods even reach retail stores. In Northern Norway, this challenge is intensified by long distances, extended transit times, and loss of quality. Grønt fra Nord solves this by producing locally, year-round, in controlled environments – ensuring better shelf life, reduced waste, and a more predictable market supply.

We sell whole lettuce to grocery retail and pre-cut lettuce to the HoReCa and salad bar markets. Revenue is driven by high-volume deliveries under existing agreements, with upside potential generated through increased capacity and operational efficiency. The growth plan is operationally phased: a restart on March 1st, followed by a controlled scale-up to 50% capacity in March, 70% in April/May, and full capacity from June onward. Further growth and a doubling of production within the budget period are supported by a clear CAPEX plan designed to increase efficiency and operational reliability, while keeping staffing levels relatively stable.

Production is based on vertical hydroponic farming in a pest-free, controlled environment, with zero pesticides and minimal water consumption. The next developmental step is to implement planned upgrades (including lighting) along with efficiency improvements and automation in the production line and cleaning processes. This will mitigate the risk of biomass loss, increase operational reliability, and improve margins at higher volumes.

We are raising capital in two stages, in alignment with our restructuring and growth plan:

• Restructuring/Bridge Capital: To secure the completion of the restructuring process and a controlled restart/ramp-up of operations (including initial working capital).

• Main Round (CAPEX/Working Capital): To execute the investment plan that increases efficiency and operational reliability—including lighting upgrades and other enhancements—as well as strengthening working capital and implementing financial measures post-restructuring.

We can offer equity or a convertible loan, with a minimum subscription amount of 10,000 NOK.

The company is led by an operational team with a clear division of roles. Marius Johansen serves as Chairman of the Board, Christine Hagen is the COO, and Mads Pinnerød is the CFO. In addition, we have specialized expertise in R&D/production and technical functions, and we plan to recruit a new CEO in connection with the scale-up (ensuring a structured transition period).

We have multiple shareholders, with founder Marius Johansen being the largest owner through his wholly-owned company, Invicta EAI Capital AS.

In the short term, our goal is to complete the restructuring process, stabilize operations, and realize the planned scale-up to full capacity. In the medium term, the CAPEX plan will drive higher efficiency and operational reliability, providing the foundation for further volume growth both within the region and beyond. Potential exit scenarios include an industrial acquisition/strategic partnership, industry consolidation, or a secondary sale in a later growth phase.

To be the leading provider of locally grown leafy greens in Northern Norway – with year-round, predictable, and sustainable production that reduces food waste, strengthens food security, and delivers superior quality to the market with a lower environmental footprint.

Any investment involves risk, and investors run a significant risk of the value of their investments being reduced. Consequently, investors must be prepared for the total or partial loss of their investment. Should one or more risk factors materialize, including but not limited to those specified below, this could potentially have an adverse effect on Grønt fra Nord AS. This may include changes to forecasts and expectations regarding Grønt fra Nord AS’s current and future business operations, operating results, liquidity, financial position, or prospects for Grønt fra Nord AS as a whole.

An investor should refrain from investing in shares if they lack the financial capacity to withstand a partial or complete loss of the investment. There is no guarantee that investors will achieve positive returns in the future. It is important to recognize that financial markets can be subject to various factors and unforeseen events that may affect the value and return on any investment; consequently, it is critical for investors to carefully assess the risks and maintain realistic expectations for their investments. Please note that the risk factors outlined below are considered to be particularly significant, but they do not necessarily provide a complete overview or an exhaustive description of the overall risk picture. Furthermore, attention is drawn to the fact that there is an element of uncertainty regarding the valuation of Grønt fra Nord AS, which may consequently affect the accuracy and calculation of the estimated values. It is therefore important to be aware of this uncertainty and to take it into account when evaluating investment decisions.

Economic and Financial Risk

There is a significant risk that the applied sales forecasts will not be realized due to delays in development, production, and completion, or that costs will increase more than budgeted. This could result in delayed revenue growth, lost market share, and negative performance across the forecasts. Such circumstances could materially challenge the viability and survival of Grønt fra Nord AS. In any event, unrealized sales forecasts could lead to an increased need for capital.

If such delays occur, or if the underlying growth forecasts cannot be realized, it may result in strained liquidity and a need to inject additional capital to cover payroll and development costs, or necessitate cost cuts which, in turn, would slow the pace of development and growth.

There is a risk that Grønt fra Nord AS may fail to raise sufficient capital in future funding rounds or to finance its operations until it achieves profitability. An inability of Grønt fra Nord AS to obtain necessary capital will have a material adverse effect on the company. In this regard, it will impact Grønt fra Nord AS’s strategies, operations, revenues, profitability, liquidity, cash flow, financial position, and future prospects.

Credit Risk

Grønt fra Nord AS relies on a selection of partners for operations and maintenance, procurement of goods and services, and IT systems. There is therefore a risk of loss resulting from customers or counterparties lacking the ability or willingness to fulfill their obligations toward Grønt fra Nord AS.

Liquidity and Tradability of the Shares

The shares of Grønt fra Nord AS are not listed on a regulated market, and there is currently no established secondary market. This renders the shares illiquid and difficult to trade. Investors must be prepared for a long-term horizon and limited opportunities to sell their shares.

Market Risk

Grønt fra Nord AS operates in a market characterized by rapid technological development and intense competition from both established and new players. There is a risk that other market participants will develop solutions where the customer offering surpasses that of Grønt fra Nord AS. Consequently, Grønt fra Nord AS is exposed to significant competition targeting its products and services. Over time, market competition may increase due to technological advancements and other factors. Growth targets and market shares will be challenged if competing entities develop more innovative services, or if the market response shifts.

Grønt fra Nord AS's growth depends, among other things, on its ability to attract customers. If Grønt fra Nord AS for any reason fails to attract customers, it will have a significant adverse effect. Grønt fra Nord AS can give no guarantees that it will be able to enter into agreements with new customers in line with its strategies, or at all.

Operational Risk

Grønt fra Nord AS is exposed to operational risk, which includes, for example, failures or deficiencies in internal processes and systems (including, but not limited to, financial reporting and risk management systems), IT infrastructure, equipment/machinery, documentation of transactions or agreements with third parties, inadequate asset protection, employee errors, failure to maintain proper corporate authorizations, breach of authorizations, and non-compliance with regulatory requirements (including, but not limited to, data protection and anti-money laundering laws) and regulations in the respective markets where Grønt fra Nord AS operates.

The success of Grønt fra Nord AS depends largely on the efforts of the individual members of management and other key employees with experience from the industry in which Grønt fra Nord AS operates. There is a risk associated with the departure of key expertise and resources from Grønt fra Nord AS, as well as risk related to the company’s ability to attract and retain qualified personnel.

Grønt fra Nord AS's ability to continue identifying and developing opportunities depends on management's industry knowledge, expertise, and business relationships. There can be no assurance that members of management or other key employees with specialized skills will remain with Grønt fra Nord AS.