BioFish Holding AS

Quarterly Report • Aug 22, 2024

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In beauƟful Hardanger we have access to the cleanest freshwater from the nearby lake and unlimited fresh seawater from the łord

This is BioFish

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BioFish is a Norwegian independent producer of high-quality smolt and postsmolt. The company has a RAS producƟon facility in Ljones close to the Hardangerłord on the west coast of Norway. Numerous Norwegian fish farming sites are located within one day of transport.

BioFish was established in 2016 and has its own uniquely built facility where the fish health and water environment has been in focus through all the decisions during building the producƟon facility.

BioFish holds an aquaculture license for 5 million smolt and a discharge license for 2,200 tons.

HIGHLIGHTS Q2 2024

• o BioFish had no smolt deliveries in the quarter, in line with the producƟon plan
• o Strong biological performance on smolt delivered in the first quarter of 2024
• o In June, BioFish secured an agreement to deliver 170 000-180 000 post-smolt at market terms to a recognised global aquaculture company
• o Next deliveries planned for the third quarter, of which the majority has been sold to new customers
• o Ongoing operaƟonal improvement progressing as planned

KEY FIGURES

Amounts in NOK 1,000	2Q 24	2Q 23	H1 24	H1 23	2023
Total revenue	-	-	17 189	20 108	47 684
Total expenses	11 371	2 959	30 842	27 455	63 340
OperaƟng result (EBIT)	-11 371	-2 959	-13 653	-7 347	-15 656
Result before tax	-12 872	-3 005	-16 703	-7 395	-17 825
Tax expenses	-	-	-	-	-313
Result for the period	-12 872	-3 005	-16 703	-7 395	-17 512
Interest-bearing debt	51 000	53 000	51 000	53 000	52 000
Equity raƟo (%)	75.0	75.3	75.0	75.3	75.2
Net cash flow from operaƟons	-15 917	-5 076	-8 612	-8 682	-19 143

FINANCIAL REVIEW

Income statement

The company had no smolt deliveries in the quarter, and consequently no revenue. There were also no smolt deliveries in the same period the year before.

For the first half-year, revenues were NOK 17.2 million driven by the delivery of 206 tons of smolt in the first quarter. For the comparable period in 2023, the company delivered 275 tons of smolt, which generated NOK 20.1 million in revenues.

Cost of goods sold totalled NOK 1.35 million in the quarter. This represents a slight reducƟon from NOK 1.38 million in the prior-year period, as a consequence of increased operaƟonal efficiency.

For the first half-year, cost of goods sold totalled NOK 11.3 million, compared with NOK 23.6 million in the prior-year period.

Total expenses in the second quarter were NOK 11.4 million, compared with NOK 3.0 million in the second quarter of 2023. The increase was mainly driven by higher personnel expenses due to increased operaƟonal acƟvity and no capitalisaƟon of expenses. Moreover, depreciaƟon charges in the quarter increased from NOK 0.1 million in 2023 to NOK 3.3 million this year following compleƟon of the faciliƟes.

Total expenses for the half-year period were NOK 30.8 million, compared with NOK 27.5 million in 2023.

Net financial costs were NOK 1.5 million in the quarter, compared with NOK 0.05 million in the prior-year period.

For the first half-year, net financial costs were NOK 3.1 million, compared with NOK 0.05 million in the prior-year period.

The company had no tax expenses in the quarter or in the half-year period of 2024, nor in the comparable periods of 2023.

The result for the quarter ended at negaƟve NOK 12.9 million, compared with negaƟve NOK 3.0 million in the same period last year.

The result for the half-year period was negaƟve NOK 16.7 million, compared with negaƟve NOK 7.4 million in 2023.

Financial posiƟon

Cash and cash equivalents were NOK 3.5 million at the end of the quarter, compared with NOK 1.3 million at the end of 2023 and down from NOK 24.1 million at the end of the second quarter 2023.

At the end of the period, interest-bearing debt was NOK 51 million, compared with NOK 52 million at year-end and NOK 53 million at the end of the second quarter 2023.

Total equity at 30 June 2024 was NOK 192.8 million, resulƟng in an equity raƟo of 75.0 per cent, compared with NOK 194.9 million at year-end 2023, and NOK 205.3 million at the end of the second quarter 2023.

Cash flow

Cash flow from operaƟons was negaƟve NOK 15.9 million, compared with negaƟve NOK 5.1 million in same period of 2023. Build-up of biomass in the facility and no capitalisaƟon of expenses were the main reasons for the increased negaƟve cash flow.

For the half-year period, cash flow from operaƟons was negaƟve NOK 8.6 million, on par with negaƟve NOK 8.7 million in same period of 2023.

Investments in the facility and related machinery totalled NOK 1.9 million in the second quarter, and NOK 21.4 million in the first half-year, and was mainly related to the capacity expansion of the producƟon faciliƟes.

Net cash flow from financing acƟviƟes ended at posiƟve NOK 3.5 million in the quarter, as a result of increased use of bank overdraŌs, compared

with negaƟve NOK 1.0 million in the second quarter 2023 related to repayment of debt.

For the half-year period, cash flow from financing of posiƟve NOK 15.5 million included net proceeds from new equity of NOK 14.5 million arising from the exercise of warrants.

Net cash flow for the second quarter ended at negaƟve NOK 14.4 million, compared with negaƟve NOK 27.4 million in the second quarter of 2023.

Net cash flow for the first half-year ended at posiƟve NOK 2.2 million, down from NOK 21.2 million in the same period of 2023 where NOK 69.4 million were raised in a private placement.

Share and shareholders

The annual general meeƟng of Biofish Holding AS was held 6 June 2024. All items on the agenda were resolved in accordance with the board of directors' proposals as set out in the summons to the stock exchange announcement published on 23 May 2024.

Events aŌer the reporƟng date

In July, BioFish secured an agreement to deliver 170 000-180 000 post-smolt at market terms, with delivery scheduled for the second half of August 2024.

OUTLOOK

The company conƟnues to see strong demand for smolt and post-smolt. With a good track record in terms of biological performance, BioFish is an aƩracƟve supplier of high-quality, healthy smolt and post-smolt. Geographically, BioFish is ideally located in an area with high density of salmon farmers.

The next deliveries are planned for August and November 2024. Following the recent agreements to deliver post-smolt, BioFish only has a small batch leŌ for sale from its August delivery. The company expects to grow producƟon to an esƟmated 800-900 tons in 2024 and further increase the producƟon in 2025.

STATEMENT OF THE BOARD OF DIRECTORS AND CEO

We declare that, to the best of our knowledge, the half-year financial statements for the period 1 January to 30 June 2024 have been prepared in accordance with NRS 11 – Interim reporƟng, and that the informaƟon contained therein provides a true and fair view of the Group's assets, liabiliƟes, financial posiƟon and overall results.

We further declare that, to the best of our knowledge, the half-year report provides a true and fair view of important events that have taken place during the accounƟng period and their impact on the half-year financial statements, as well as the most important risks and uncertainƟes facing the business in the forthcoming accounƟng period.

	Ljones, 21 August	2024

Torbjørn Gjelsvik Chair

Bent-Are Brunes Ratvik Director

Margrethe Sæbø Smith Director

KjeƟl Grønskag Director

Jens-Julius Ramdahl Nygaard Director

Sondre Hagerup Johnsrud Chief ExecuƟve Officer

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED INCOME STATEMENT (Unaudited figures in NOK 1,000)
	Note	2Q 24	2Q 23	YTD 24	YTD 23	2023
Total revenue		-	-	17 189	20 108	47 684
Cost of goods sold		1 354	1 384	11 323	23 640	42 830
Salaries and personnel expenses		4 838	459	8 641	1 393	7 564
Depreciation	2	3 332	126	6 332	251	6 250
Other operating expenses		1 847	990	4 546	2 171	6 696
Total expenses		11 371	2 959	30 842	27 455	63 340
Operating result (EBIT)		-11 371	-2 959	-13 653	-7 347	-15 656
Net interest expenses		-1 534	-	-3 057	-	-1 770
Net agio		33	-47	7	-48	-399
Net financial items		-1 501	-47	-3 050	-48	-2 169
Result before tax		-12 872	-3 006	-16 703	-7 395	-17 825
Tax expense		-	-	-	-	-313
Result for the period		-12 872	-3 006	-16 703	-7 395	-17 512

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited figures in NOK 1,000)
	Note	30.06.2024	31.03.2024	31.12.2023	30.06.2023
ASSETS
Total intangible assets		-	-	-	-
Total tangible fixed assets	2	231 835	233 243	233 546	230 141
Total non-current assets		231 835	233 243	233 546	230 141
Biological assets Other inventories	3	18 283 1 556	8 508 1 564	11 998 486	14 602 1 295
Account receivables		-	6 314	-
Other receivables		1 647	1 068	11 948	2 491
Cash and cash equivalents		3 528	17 884	1 281	24 079
Total current assets		25 013	35 338	25 713	42 467
TOTAL ASSETS		256 848	268 581	259 259	272 608
		30.06.2024	31.03.2024	31.12.2023	30.06.2023
EQUITY AND LIABILITIES
Paid in equity Earned equity		226 844 -34 082	226 844 -21 210	212 326 -17 379	220 540 -15 261
Total equity	4	192 762	205 634	194 947	205 279
Long term debt
Loans from credit institutions	6	47 000	47 000	48 000	53 000
Total other long term debt		47 000	47 000	48 000	53 000
Short term debt
Short term part of loans from credit institutions	6	4 000	4 000	4 000	-
Bank overdraft		5 000	-	-	-
Account payable		5 224	8 654	9 253	14 429
Public duties Other short-term liabilities		795 2 067	1 609 1 684	288 2 771	- -100
Total short-term debt		17 405	15 947	16 312	14 329
Total debt		64 405	62 947	64 312	67 329
TOTAL EQUITY AND DEBT		256 848	268 581	259 259	272 608

CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited figures in NOK 1,000)	2Q 24	2Q 23	YTD 24	YTD 23	2023
Cash flows from operating activities
Result before tax	-12 872	-3 006	-16 703	-7 395	-17 825
Depreciation	3 332	126	6 332	251	6 250
Change in inventories	-9 766	-11 882	-7 354	4 514	7 927
Change in account receivable	6 314	-	-	-	50
Change in account payable	-3 430	-11 260	-4 029	-52	-5 228
Items reclassified as financing activities	1 534	-	3 057	-	1 770
Other accruals	-1 028	20 947	10 086	-6 000	-12 087
Net cash flows from operating activities	-15 917	-5 076	-8 612	-8 682	-19 143
Cash flows from investing activities
Net investment in fixed assets	-1 905	-21 353	-4 602	-36 476	-45 630
Net cash flows from investing activities	-1 905	-21 353	-4 602	-36 476	-45 630
Cash flows from financing activities
Repayment of long term debt	-	-1 000	-1 000	-3 000	-4 000
Change in bank overdraft	5 000	-	5 000	-	-
New equity	-	-	14 518	69 400	68 986
Net interest expenses	-1 534	-	-3 057	-	-1 770
Net cash flows from financing activities	3 466	-1 000	15 461	66 400	63 216
Net cash flows for the period	-14 356	-27 429	2 247	21 242	-1 557
Cash and cash equiv. at beginning of period	17 884	51 508	1 281	2 838	2 838
Cash and cash equiv. at end of period	3 528	24 079	3 528	24 080	1 281

NOTES

Note 1: Accounting principles

The interim consolidated financial statements do not include all the information and disclosures required by NGAAP in the annual financial statements and should be read in conjunction with the Group´s Annual Financial Statements 2023. 1H24 1H23

Note 2 - Fixed assets

	Note 1: Accounting principles
for small enterprises and NRS 11.			This report is prepared according to Norwegian Generally Accepted Accounting Principles (NGAAP) standard
2023.			The interim consolidated financial statements do not include all the information and disclosures required by NGAAP in the annual financial statements and should be read in conjunction with the Group´s Annual Financial Statements
All amounts are in NOK 1 000 if not otherwise stated.
All figures are unaudited, except for year-end figures (last year).
Note 2 - Fixed assets	1H24	1H23
Opening balance	233 546	193 916
Additions	4 602	36 476
Disposals	-	-
Depreciation*	-6 332	-251

In 1Q 2023, BioFish entered into an agreement to acquire 100% of the shares in Biofish Land AS (to be incorporated) from the Seller Biofish Aquafarms AS, a company that owns the land where the BioFish facility is located. The transacƟon has taken more Ɵme than anƟcipated and will be be seƩled through the use of 8.5 million warrants and repayment of net debt of approximately NOK 3.9 million in Biofish Land AS. The transacƟon is esƟmated to be finalised during the third quarter of 2024. Paid in Earned capital equity TOTAL

Note 3 - Biological assets

Note 4 – Equity

In 1Q 2023, BioFish entered into an agreement to acquire 100% of the shares in Biofish Land AS (to be incorporated) from the Seller Biofish Aquafarms AS, a company that owns the land where the BioFish facility is located. The transacƟon has taken more Ɵme than anƟcipated and will be be seƩled through the use of 8.5 million warrants and repayment of net debt of approximately NOK 3.9 million in Biofish Land AS. The transacƟon is esƟmated to be finalised during the third quarter of 2024.
Note 3 - Biological assets
BioFish recognises and measures biological assets (smolt) at cost. Cost on stock is historic costs after expensed mortality.
Note 4 – Equity
	Paid in	Earned
	capital	equity	TOTAL
Equity at 1.1.24	212 326	-17 379	194 947
Net result for the period		-16 703	-16 703
New equity (net of expenses)	14 518	-	14 518
Equity at 30.06.24	226 844	-34 082	192 762
Equity at 1.1.23	143 340	134	143 474
Net result for the period	-	-7 395	-7 395
New equity (net of expenses)	69 200	-	69 200
Equity at 30.06.23	212 540	-7 261	205 279
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Note 5 - Share capital and shareholder information

Note 5 - Share capital and shareholder information
Shareholder	Number of shares	Shareholding
Awilco AS	15 281 946	15.02 %
Odfjell Land AS	12 734 686	12.52 %
Stoksund AS	10 141 000	9.97 %
Helgø Invest AS	3 305 000	3.25 %
Monaco Invest AS	3 200 000	3.15 %
Yme Fish AS	3 200 000	3.15 %
Tigerstaden Marine AS	3 000 000	2.95 %
UBS Switzerland AG	2 665 696	2.62 %
Biofish Aquafarm AS	2 527 410	2.48 %
Skulstad	2 400 004	2.36 %
Profond AS	2 400 000	2.36 %
Asteroidebakken AS	2 233 996	2.20 %
Jaras Invest AS	2 215 571	2.18 %
Yme Holding AS	2 000 000	1.97 %
Nordnet Livsforsikring AS	1 982 518	1.95 %
Millennium Falcon AS	1 744 665	1.71 %
Nordnet Bank AB	1 698 244	1.67 %
Trapesa AS	1 252 319	1.23 %
	829 321	0.82 % 0.78 %
	795 000
VH Eiendom & Invest AS First Partners Holding 16 AS Total 20 largest shareholders Others	75 607 376 26 127 682	74.32 % 25.68 %

Biofish Holding AS had a total of 101 735 058 shares issued at 30 June 2024.

Note 6 – Interest-bearing long-term debt

Interest bearing debt totalling NOK 51 000 000 is due in January 2027.

The loan has quarterly instalments of NOK 1 000 000