BIOFISH HOLDING AS: CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE

BIOFISH HOLDING AS: CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE  

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BIOFISH HOLDING AS: CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE 

Oslo, Norway, 5 January 2023. BioFish Holding AS ("BioFish" or the "Company")
has engaged Fearnley Securities AS as sole manager and bookrunner (the
"Manager") to advise on and effect a contemplated private placement of new
ordinary shares in the Company (the "New Shares"), raising gross proceeds of to
NOK 45-55 million (the "Private Placement"). The offer price ("Offer Price") and
the number of new shares to be issued will be determined by the Company's board
of directors (the "Board") in consultation with the Manager following an
accelerated bookbuilding process.

The net proceeds from the Private Placement will be applied as follows:

o	NOK 5.2 million as part payment for the purchase of the land for its existing
production facility from BioFish Aquafarm AS (the "Land Purchase").
o	NOK 15 million to repay short-term debt.
o	NOK 2.5 million to repay a shareholder loan.
o	NOK 15-20 million for the completion of the Company's planned production
facilities.
o	Remainder for working capital and general corporate purposes.

The Land Purchase has been agreed at a price of NOK 13 million of which NOK 5.2
million will be paid in cash and NOK 7.8 million will be issued as shares
(subject to EGM approval) to BioFish Aquafarm AS (a company indirectly
controlled by Morten Harsvik (director), Torbjørn Skulstad (CEO and director)
and Ole Fredrik Skulstad (CEO of operating subsidiary Biofish AS) at a price
equal to the Offer Price (the "Land Purchase Placement"). The Land Purchase is
conditional upon the Private Placement being completed. 

Certain existing shareholders of the Company have pre-committed to subscribe
for, and will be allocated, a total of approx. NOK 10 million in the Private
Placement. In addition, following a limited market sounding, indicative interest
has been received for a significant part of the remaining Private Placement. 

In addition, BioFish Aquafarm AS will participate by an amount of NOK 7.8
million in the Land Purchase Placement which will be completed subsequent to the
Private Placement.

Yme Holding AS, and Monaco Invest AS, have committed to a lock-up of 6 months
from completion of the Private Placement.

 
YEAR END 2022 TRADING UPDATE

o	The Company has successfully delivered batches of up to 550-gram post-smolt in
H2 2022 and have to date produced approximately seven million smolt since 2016. 
o	Deliveries and sales in 2022 amount to 150 tons and a total of NOK 16 million
o	BioFish estimates sale of four batches of post-smolt in 2023, achieving
healthy prices and being on track for delivering in line with expected revenue
range. 
o	The Company has secured NOK 5.1 million from Norway's "Energy Grant Scheme",
whereof NOK 2.5 million is already received and the remaining NOK 2.6 million
will be paid upon completion of CAPEX related to energy efficiency improvement
measures, thereby being qualified to apply for further funds. 
o	Estimated completion of production facilities within Q2 2023 whereof 95
percent is already completed and with an estimated remaining investment amount
of NOK 20 million, including contingencies.
o	All major items and equipment as pumps, filters etc. for the expansion of the
fry department, is already in place at site. 
o	The Company increased saw costs in H2 2022 due to delay in receipt of building
license for the fry section - amounting to approximately NOK 5 million. 
o	The Company experienced significant cost inflation in energy prices during
2022, thus shortening the Company's liquidity position. 
o	During H2 2022, the Company has continuously built biomass, which has led to
pressure on the Company's working capital. 
o	A waiver has been obtained for a NOK 1 million instalment due 31st December
2023, which was extended until 31st January 2023, or upon completion of the
Private Placement.
o	In addition to the Private Placement, the Company is in several discussions
with partners and potential financing providers to strengthen the Company's
liquidity position and finance further growth. 
o	BioFish Holding AS will acquire land and property from BioFish Aquafarm AS for
NOK 13 million, whereof NOK 5.2 million will be paid in cash by funds received
from the private placement and NOK 7.8 million will be settled through issuance
of consideration shares. This will enable further growth for the Company. 


 
THE PRIVATE PLACEMENT

The bookbuilding period commences today at 16:30 CET and is expected to close at
08:00 CET on 6 January 2023 (the "Bookbuilding Period"). The Bookbuilding Period
may, at the discretion of the Company, close earlier or later and may be
cancelled at any time, and consequently, the Company may refrain from completing
the Private Placement. 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 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 Company will announce the final number of Offer Shares placed and the final
Offer Price in a stock exchange announcement expected to be published later
today or before the opening of trading on the Oslo Stock Exchange tomorrow, 6
January 2023.

The allocation of Offer Shares will be determined at the end of the Bookbuilding
Period and the final allocation will be made at the sole discretion of the Board
in consultation with the Manager. Allocation will be based on criteria such as
(but not limited to), timeliness of the application, price leadership, relative
order size, sector knowledge, investment history, perceived investor quality,
investment horizon and existing shareholding in the Company. The Board may, at
its sole discretion, reject and/or reduce any applications. There is no
guarantee that any applicant will be allocated Offer Shares. Notification of
conditional allocation and payment instructions is expected to be issued to the
applicants on or about 6 January 2023 through a notification to be issued by the
Company.

Completion of the Private Placement is subject to necessary corporate
resolutions, including approval of issuance of the Offer Shares from an
Extraordinary General Meeting in the Company, to be summoned shortly after
conditional allocation in the Private Placement, and the Offer Shares having
been validly issued (by registration of the share capital increase pertaining to
the issuance of the Offer Shares in the Norwegian Register of Business
Enterprises) and delivered in the VPS.

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.

The Company will, subject to completion of the Private Placement, and approval
by the extraordinary general meeting of the Company (the "EGM") , resolve to
carry out a subsequent repair offering (the "Subsequent Offering") of 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 5 January 2023 (as registered in the VPS two trading days thereafter), who
(i) were not allocated Offer Shares in the Private Placement, (ii) were not
actively involved in presounding activities for 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. Launch of a Subsequent Offering will require
approval by the EGM and publication of a prospectus to be prepared by the
Company. The Company reserves the right in its sole discretion to not conduct or
to cancel any Subsequent Offering.

Fearnley Securities AS is acting as sole arranger and bookrunner in connection
with the Private Placement. Advokatfirmaet Haavind AS is acting as legal advisor
for BioFish in connection with the Private Placement.

 
For further information, please contact: 

Torbjørn Skulstad, CEO
[phone]

Tor Haldorsen, Chairman of the board
[phone]

About BioFish: BioFish is an established producer of large smolt for the salmon
farming industry, located in the Hardangerfjord on the Norwegian West Coast. The
Company has recently been granted an expanded production license and aims to
produce 2,200 tons of biomass p.a. when current facility has been expanded and
completed. 

Important Notice: These materials do not constitute or form a part of any offer
of securities for sale or a solicitation of an offer to purchase securities of
BioFish in the United States or any other jurisdiction. The securities of the
Company may not be offered or sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"). The securities of the Company have not been, and
will not be, registered under the U.S. Securities Act. Any sale in the United
States of the securities mentioned in this communication will be made solely to
"qualified institutional buyers" as defined in Rule 144A under the U.S.
Securities Act. No public offering of the securities will be made in the United
States. 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 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State). In the United Kingdom, this
communication is only addressed to and is only directed at Qualified Investors
who (i) are 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) are persons falling within Article 49(2)(a) to
(d) of the Order (high net worth companies, unincorporated associations, etc.)
(all such persons together being referred to as "Relevant Persons"). These
materials are directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this announcement relates is available only to 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. This
statement contains certain forward-looking statements (as such defined in
Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning
future events, including possible issuance of equity securities of the Company.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as "anticipate", "believe", "continue", "estimate",
"expect", "intends", "may", "should", "will" 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. Such risks, uncertainties, contingencies and
other important factors include, but are not limited to, the possibility that
the Company will determine not to, or be unable to, issue any equity securities,
and could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. This announcement is made by and, and is the responsibility of, the
Company. The Manager is acting exclusively for the Company and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, or for advice in relation to
the contents of this announcement or any of the matters referred to herein. None
of the Manager or 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. 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.
None of the Manager or any of its respective affiliates accepts any liability
arising from the use of this announcement. Each of the Company, the Manager and
its respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this announcement whether as
a result of new information, future developments or otherwise. 

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. Specifically, neither this announcement nor
the information contained herein is for publication, distribution or release, in
whole or in part, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Hong Kong Japan or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

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