BioFish Holding AS

Share Issue/Capital Change • Jul 23, 2021

BioFish Holding – NOK 150 million IPO successfully completed

BioFish Holding – NOK 150 million IPO successfully completed

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Oslo, 23 July 2021: Reference is made to the announcement by BioFish Holding AS, a leading provider of large smolt to the salmon farming industry ("BioFish" or the "Company"), on 14 July 2021 regarding an Initial Public Offering and placement of between 5.5 and 7.0 million new shares in the Company and with between NOK 118.25 and NOK 150.5 million in gross proceeds (the “IPO”). The Company is pleased to announce that the IPO has been successfully placed. The Private Placement consisted of 7.0 million new shares (the “New Shares”) at a subscription price of NOK 21.50 per share (the “Offer Price”) raising gross proceeds for the Company of NOK 150.5 million.

The net proceeds from the IPO will be used to fund completion of the existing production facility, working capital and strengthening the balance sheet.

Notification of allotment of the Offer Shares, including settlement instructions, will be sent to the applicants allocated Offer Shares through a notification from the Manager on 23 July 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 27 July 2021. The delivery-versus-payment settlement in the IPO Private Placement is facilitated by a share lending agreement between the Manager, Monaco Invest AS and YME Holding AS. Tor Haldorsen, new elected Chairman of the Company, was allocated 24,650 shares privately and through his company Toha Shipping AS.

The allocation of the Offer Shares and issuance of the New Shares have been resolved by the Company's Board of Directors. The completion of the IPO by delivery of the Offer Shares is subject to (i) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken place and (ii) the New Shares having been issued in VPS. The Company's shares are expected to commence trading on Euronext Growth Oslo, a multilateral trading facility, on or about 3 August 2021 (the “Listing”).

Advisers Fearnley Securities AS is engaged as financial advisor to the Company and as Manager and Bookrunner in connection with the IPO and the Listing. Advokatfirmaet Haavind AS is acting as legal advisor in relation to the IPO. The information is such that the Company is required to disclose in accordance with the EU Market Abuse Regulation.

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 Managers are 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 their respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the Manager and their 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 IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the Listing will occur. Certain figures contained in this announcement, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given. 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.