BioFish Holding AS

Quarterly Report • Feb 28, 2025

1

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

This is BioFish

2

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 a modern facility where fish health and water environment have been central throughout all decisions in the construcƟon of the producƟon facility.

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

HIGHLIGHTS Q4 & FY 2024

• o Solid ending to a steady year, with planned operaƟonal and organisaƟonal improvements nearing compleƟon
• o Smolt deliveries and volume growth on track with 523 tons delivered in 2024, in line with previously projected sales volumes of ~500-550 tons
• o One customer site, with smolt from BioFish, nominated "best performing site" of the year
• o Agreement to acquire 100 per cent of the shares in Biofish Land AS completed, securing full ownership of the land where the BioFish facility is located
• o Secured mulƟple long-term agreements with top-Ɵer salmon farmers, all returning customers
• o Sufficiently financed for planned operaƟons and investments

SUBSEQUENT EVENTS

• o Strategic process iniƟated to explore growth opportuniƟes update to be expected end of second quarter 2025
• o Milestone contract secured in Q1 2025, bringing total order backlog to 720 tons per year for 2025-2027, represenƟng a substanƟal part of expected producƟon
• o 1,693,608 warrants exercised in the fourth exercise period, generaƟng net proceeds of NOK 1.9 million

KEY FIGURES

Strategic process iniƟated to explore growth opportuniƟes – update to be o
expected end of second quarter 2025 Milestone contract secured in Q1 2025, bringing total order backlog to 720 tons o
per year for 2025-2027, represenƟng a substanƟal part of expected producƟon
1,693,608 warrants exercised in the fourth exercise period, generaƟng net o proceeds of NOK 1.9 million
KEY FIGURES
Amounts in NOK 1,000	Q4 24	Q4 23	FY 24	FY 23
Total revenue	12 225	-	48 890	47 684
Total expenses	20 691	11 517	71 453	57 840
Operating result (EBITDA)	-5 288	-8 517	-9 870	-3 906
Operating result (EBIT)	-8 467	-11 517	-22 563	-10 156
Result before tax	-10 473	-13 110	-29 587	-12 325
Tax expense	-	-313	-	-313
Result for the period	-10 473	-12 797	-29 587	-12 012
Interest-bearing debt	49 000	52 000	49 000	52 000
Equity ratio (%)	69.6	75.2	69.6	75.2

FINANCIAL REVIEW

Income statement

The company delivered 155 tons of smolt in the quarter, resulƟng in total revenue of NOK 12.2 million. In the comparable period of 2023, the company had no deliveries, and consequently no revenues for the period.

For the full-year period, deliveries of 523 tons of smolt and post-smolt resulted in revenues of NOK 48.9 million, compared with NOK 47.7 million in 2023 when 450 tons were delivered. The 2024 revenues were negaƟvely affected by two one-off deliveries at relaƟvely low prices.

Cost of goods sold totalled NOK 11.3 million in the fourth quarter, an increase from NOK 1.6 million in fourth quarter 2023, driven by increased sales in the period.

For the full-year period, cost of goods sold totalled NOK 34.9 million, compared with NOK 37.3 million in the prior-year period.

Salaries and personnel expenses totalled NOK 3.6 million in the fourth quarter, down from NOK 4.1 million in fourth quarter 2023. The reducƟon is a result of organisaƟonal improvements. For the fullyear period, salaries and personnel expenses totalled NOK 15.1 million in 2024 compared to NOK 7.6 million in the prior-year period. The increase is resulƟng from reduced capitalisaƟon of expenses offset by the effect of organisaƟonal improvements.

Other operaƟng expenses in the fourth quarter were NOK 2.6 million, compared with NOK 2.7 million in the fourth quarter of 2023. The reducƟon was mainly driven by cost savings.

For the full-year period, other operaƟng expenses totalled NOK 8.8 million, compared with NOK 6.7 million in the prior-year period. The increase is a result of lower capitalisaƟon of expenses and higher acƟvity, partly offset by cost savings.

DepreciaƟon charges were NOK 3.2 million in the quarter, compared with NOK 3.0 million in the same period of 2023. For the full-year period, depreciaƟon charges were NOK 12.7 million compared to NOK 6.3 million in the prior-year period, an increase resulƟng from the compleƟon of the construcƟon of the facility.

Net financial costs were NOK 2.0 million in the quarter, compared with NOK 1.6 million in the prior-year period. The increase was driven by increased use of the revolving credit facility. For the full-year period, net financial costs were NOK 7.0 million, compared with NOK 2.2 million last year, an increase primarily driven by reduced capitalisaƟon of interest expenses.

The company reported no tax expenses in the quarter, compared to reported tax expenses of NOK 0.3 million in the same period in 2023.

The result for the quarter ended at negaƟve NOK 10.5 million, compared with a loss of NOK 12.8 million in the same period in 2023.

For the full-year period, the result was negaƟve NOK 29.6 million, compared with a loss of NOK 12.0 million for 2023.

Financial posiƟon

Cash and cash equivalents at year-end were NOK 3.2 million, compared with NOK 1.3 million at yearend 2023.

At the end of the quarter, interest-bearing longterm debt was NOK 49.0 million, compared to NOK 52.0 million at year-end 2023.

Total equity at 31 December 2024 was NOK 188.2 million, resulƟng in an equity raƟo of 69.6 per cent, compared with NOK 195.0 million at year-end 2023.

Cash flow

Cash flow from operaƟons was NOK 2.2 million in the fourth quarter, compared with negaƟve NOK 20.5 million in the same period of 2023. The change in cash flow from operaƟons was driven by increased producƟon.

For the full-year period, cash flow from operaƟons was negaƟve NOK 10.4 million, compared with negaƟve NOK 19.1 million in 2023.

Cash flows from investments in the facility and related machinery totalled NOK 7.7 million in the fourth quarter, and NOK 13.4 million for the fullyear period, primarily related to the acquisiƟon of land where the faciliƟes are located (see note 2).

Net cash flow from financing acƟviƟes was posiƟve NOK 8.4 million in the quarter, driven by increased use of the revolving credit facility, compared to a negaƟve NOK 2.6 million in the fourth quarter of 2023.

For the full-year period, net cash flow from financing acƟviƟes was posiƟve NOK 25.8 million, including net cash proceeds from new equity of NOK 14.3 million arising from the exercise of warrants. Net cash flow from financing acƟviƟes was posiƟve NOK 63.2 million in 2023.

Net cash flow for the fourth quarter ended at posiƟve NOK 2.8 million, compared with negaƟve NOK 27.0 million in the fourth quarter of 2023.

Net cash flow for the full-year period ended at posiƟve NOK 2.0 million, up from negaƟve NOK 1.6 million in 2023, when NOK 69.0 million were raised in a private placement.

Events aŌer the reporƟng date

AŌer year-end, the board of directors of BioFish iniƟated a process to explore strategic alternaƟves for the company. The purpose of the strategic review is to evaluate structures and opportuniƟes that could accelerate the company's growth and/ or enhance shareholder value, without this entailing the need for capital raising.

In February 2025, a milestone contract was secured with a long-standing customer for the delivery of approximately 1.2 million post-smolt per year in 2026 and 2027 with an average weight of 600 grams. Together with previously announced contracts, the scope of this agreement brings total confirmed annual sales to approximately 720 tons for 2025, 2026 and 2027. The agreement also includes an intenƟon between the parƟes to discuss addiƟonal deliveries.

Also in February 2025, 1,693,608 warrants were exercised generaƟng net proceeds of NOK 1.9 million.

OUTLOOK

With a strong track record when it comes to biological performance, BioFish is a trusted supplier of highquality smolt and post-smolt. Located in PO3, Norway's farming region with the highest salmon farming density, BioFish benefits from strong and increasing demand for smolt and post-smolt in the area. Furthermore, the traffic light system drives the need for salmon farmers to opƟmise their MAB capacity and flexibility at sites. The sea temperatures in the region further increase the demand for robust smolt.

In 2024 and 2025, BioFish secured mulƟple long-term agreements with top-Ɵer salmon farmers and strengthened its reputaƟon as a supplier of high-quality smolt and post-smolt. BioFish ended the year with a posiƟve financial posiƟon with no need for capital raising given planned operaƟons and investments.

For 2025, sales volumes are targeted to rise to 900–1,100 tons. Volume growth from scheduled deliveries, combined with operaƟonal and organisaƟonal improvements nearing compleƟon, are expected to improve the company's cash posiƟon, and generate posiƟve cash flow and net profits already in Q1 2025 and onwards.

Ljones, 27 February 2025

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

(Unaudited figures in NOK 1,000)

	Q4 24	Q4 23	FY 24	FY 23
Total revenue	12 225		48 890	47 684
Cost of goods sold	11 256	1 626	34 877	37 330
Salaries and personnel expenses	3 638	4 119	15 091	7564
Other operating expenses	2618	2772	8 793	6 696
Total operating expenses	17 512	8 517	58 761	21 290
Operating result (EBITDA)	-5 288	-8 517	-9 870	-3 906
Depreciation	3 179	3 000	12 693	6 250
Operating result (EBIT)	-8 467	-11 517	-22 563	-10 156
Net interest expenses	-1 979	-1 583	-7031	-1 770
Net agio	-27	-10	7	-399
Net financial items	-2 006	-1 593	-7 024	-2 169
Result before tax	-10 473	-13 110	-29 587	-12 325
Tax expense		-313		-313
Result for the period	-10 473	-12 797	-29 587	-12 012

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited figures in NOK 1,000)
	31.12.2024	30.09.2024	31.12.2023
ASSETS
Total tangible fixed assets	242 805	229 696	233 546
Total non-current assets	242 806	229 696	233 546
Biological assets	18 539	20 975	11 998
Other inventories	3 073	5 003	486
Account receivables	1 405	10 584	-
Other receivables	1 186	1 879	11 948
Cash and cash equivalents	3 236	410	1 281
Total current assets	27 438	38 851	25 713
TOTAL ASSETS	270 244	268 547	259 259
	31.12.2024	30.09.2024	31.12.2023
EQUITY AND LIABILITIES
Paid in equity	235 179	227 190	212 326
Earned equity	-46 966	-36 840	-17 379
Total equity	188 213	190 350	194 947
Long term debt
Loans from credit institutions	49 000	50 000	52 000
Total other long term debt	49 000	50 000	52 000
Short term debt
Bank overdraft	21 550	10 000	-
Account payables	8 698	12 567	9 253
Public duties	462	532	288
Other short-term liabilities	2 321	5 098	2 771
Total short-term debt	33 030	28 197	12 312
Total debt	82 030	78 197	64 312
TOTAL EQUITY AND DEBT	270 244	268 547	259 259

CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited figures in NOK 1,000)
	Q4 24	Q4 23	FY 24	FY 23
Cash flows from operating activities Result before tax	- 10 473	- 13 110	- 29 587	- 17 825
Depreciation	3 179	3 000	12 693	6 250
Change in inventory and biological assets	4 366	- 4 540	- 9 128	7 927
Change in account receivables	9 179	3 297	- 1 405	50
Change in account payables	- 3 869	1 276	- 555	- 5 228
Items reclassified as financing activities	1 979	1 583	7 031	1 770
Other changes	- 2 151	- 12 035	10 487	- 12 087
Net cash flows from operating activities	2 209	- 20 529	- 10 465	- 19 143
Cash flows from investing activities
Net investment in fixed assets	- 7 739	- 3 888	- 13 402	- 45 630
Net cash flows from investing activities	- 7 739	- 3 888	- 13 402	- 45 630
Cash flows from financing activities
Repayment of long term debt	- 1 000	- 1 000	- 3 000	- 4 000
Change in bank overdraft	11 550	-	21 550	-
New equity	- 215	-	14 303	68 986
Net interest expenses	- 1 979	- 1 583	- 7 031	- 1 770
Net cash flows from financing activities	8 355	- 2 583	25 822	63 216
Net cash flows for the period	2 826	- 27 000	1 955	- 1 557
Cash at the beginning of period	410	28 281	1 281	2 838
Cash at the end of period	3 236	1 281	3 236	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. 2024 2023

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
	2024	2023
Opening balance 1.1.	233 546	193 916
Additions	21 952	45 880
Disposals	-	-
Depreciation*	-12 693	-6 250
Closing balance 31.12.	242 805	233 546
* estimate
			In 1Q 2023, BioFish entered into an agreement to acquire 100% of the shares in Biofish Land AS from the Seller Biofish Aquafarms AS, a company that owns the land where the BioFish facility is located. The transacƟon was seƩled

In 1Q 2023, BioFish entered into an agreement to acquire 100% of the shares in Biofish Land AS from the Seller Biofish Aquafarms AS, a company that owns the land where the BioFish facility is located. The transacƟon was seƩled through the issuance of 8.5 million shares, 8.5 million warrants and repayment of net debt of approximately NOK 3.9 million in Biofish Land AS. The transacƟon was completed in December 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

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	-	-29 587	-29 587
New equity (net of expenses)	22 853	-	22 853
Equity at 31.12.24	235 179	-46 966	188 213
Equity at 1.1.23	143 340	133	143 473
Net result for the period	-	-17 512	-17 512
New equity (net of expenses)	68 986	-	68 986
Equity at 31.12.23	212 326	-17 379	194 947
Note 5 - Share capital and shareholder information
Shareholder		Number of shares		Shareholding
Awilco AS			15 281 946	13,86 %
Odfjell Land AS			13 234 686	12,00 %
Biofish Aquafarm AS			11 077 410	10,04 %
Stoksund AS			10 141 000	9,20 %
Helgø Invest AS			3 305 000	3,00 %
Monaco Invest AS			3 200 000	2,90 %

Note 5 - Share capital and shareholder information

Number of shares Shareholding 15 281 946 13,86 % 13 234 686 12,00 % 11 077 410 10,04 % 10 141 000 9,20 % 3 305 000 3,00 % 3 200 000 2,90 % 3 200 000 2,90 % 3 000 000 2,72 % 2 915 899 2,64 % 2 840 696 2,58 % 2 535 010 2,30 % 2 401 254 2,18 % 2 233 996 2,03 % 2 215 571 2,01 % 2 000 000 1,81 % 1 744 665 1,58 % 1 700 644 1,54 % 913 994 0,83 % 882 228 0,80 %
Shareholder Awilco AS Odfjell Land AS Biofish Aquafarm AS Stoksund AS Helgø Invest AS Monaco Invest AS Yme Fish AS Tigerstaden Marine AS Nordnet Livsforsikring AS Ubs Switzerland AG Profond AS Ole Fredrik Skulstad Asteroidebakken AS Jaras Invest AS Yme Holding AS Millennium Falcon AS Nordnet Bank AB Trapesa AS First Partners Holding 16 AS
Note 5 - Share capital and shareholder information
Vh Eiendom Og Invest AS 829 321 0,75 %
Total 20 largest shareholders 85 653 320 77,67 %
Others 24 631 738 22,33 %
Total 110 285 058 100,00 %

Biofish Holding AS had a total of 110 285 058 shares issued at 31 December 2024.

Note 6 – Interest-bearing long-term debt

Interest bearing debt totalling NOK 49 000 000 is due in January 2027.

The loan has quarterly instalments of NOK 1 000 000.

Note 7 – Bank overdraŌ facility

The Group has a bank overdraŌ facility of NOK 33 000 000, of which NOK 21 550 000 was drawn at 31 December 2024.

Note 8 – Taxes

Deferred tax asset of NOK 14 500 000 at 31 December 2024 has not been recognised in the balance sheet as the Group has been in a start-and build-up phase.