Proximar Seafood AS — Share Issue/Capital Change 2021

Jan 25, 2021

Proximar Seafood AS: NOK 400 million Private Placement successfully placed

Proximar Seafood AS: NOK 400 million Private Placement successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Proximar Seafood AS: NOK 400 million Private Placement successfully placed

Reference is made to the announcement from Proximar Seafood AS (“Proximar” or the “Company”) published on 21 January 2021 regarding a contemplated private placement and admission to trading on Euronext Growth Oslo.

The Company is pleased to announce that the Private Placement (as defined below) has been successfully placed through the allocation of 24,691,360 new shares in the Company (the “New Shares”) at a price of NOK 16.20 per share (the “Subscription Price”), raising gross proceeds of NOK 400 million (the “Private Placement”).

The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality institutional investors and family offices and was more than 10 times oversubscribed excluding shares pre-allocated to Nutreco International B.V. and cornerstone investors (as described below).

Six cornerstone investors subscribed for and were allocated New Shares for NOK 120 million: (i) DNB Asset Management AS: NOK 20 million / 1.2 million New Shares; (ii) Fondsfinans Kapitalforvaltning AS: NOK 20 million / 1.2 million New Shares; (iii) Klaveness Marine Finance AS: NOK 20 million / 1.2 million New Shares; (iv) Pactum AS: NOK 20 million / 1.2 million New Shares; (v) T.D.Veen AS: NOK 20 million / 1.2 million New Shares; and (v) Tycoon Industrier AS: NOK 20 million / 1.2 million New Shares.

Furthermore, Nutreco International B.V. subscribed for and was allocated New Shares for NOK 35 million / 2.7 million New Shares. In addition, the following members of the board of directors of Proximar were allocated New Shares for NOK 43.1 million: (i) Grieg family and associated parties, represented in the board of directors by Per Grieg and Thomas Grieg: NOK 22.9 million / 1,413,580 New Shares; (ii) Espen Aubert (through Daimyo AS, a company indirectly controlled by Mr. Aubert): NOK 18.4 million / 1,135,878 New Shares; and (iii) Helge Nielsen (through Helida AS, a company controlled by Mr. Nielsen): NOK 1.8 million / 112,000 New Shares.

“We are excited about the significant investor interest and support for Proximar. We are now on track and will commence construction of the facility over the next months, bringing us one step closer to serving fresh Atlantic salmon on Japanese dinner plates on the same day as harvest”, said Joachim Nielsen, CEO in Proximar.

The net proceeds from the Private Placement will be used to initiate construction of a land-based salmon farming facility in Japan and for general corporate purposes.

The Company has given a customary lock-up undertaking to the Managers (as defined below) that will restrict, subject to certain exceptions, its ability to, without the prior written consent of the Managers, issue new shares for a period of 6 months. In addition, members of the Company's management and board have entered into customary lock-up arrangements with the Managers for a period of 12 months.

The completion of the Private Placement is subject to the approval of an extraordinary general meeting of the Company, scheduled to be held on 28 January 2021.

The Company will have a share capital of NOK 3,978,765, divided on 39,787,650 shares each with a nominal value of NOK 0.1, following the Private Placement.

Allocation to investors will be communicated on or about 25 January 2021. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 3 February 2021 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.

The Company has applied, and expects, subject to the conditions for completion of the Private Placement being fulfilled and necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement and is currently anticipated to be on or about 3 February 2021.

Advisors:

ABG Sundal Collier ASA and Pareto Securities AS acted as Joint Global Coordinators and Joint Bookrunners in the Private Placement. Advokatfirmaet Thommessen AS acted as legal advisor to the Company, while Advokatfirmaet Wiersholm AS acted as legal advisor to the Managers.

For more information, please contact:

Joachim Nielsen, Chief Executive Officer

Phone: +47 928 55 559, e-mail: jn@proximarseafood.no

Pål Grimsrud, Chief Financial Officer

Phone: +47 994 77 599, e-mail: pkg@proximarseafood.no

About Proximar Seafood:

Proximar Seafood is a Norwegian land-based salmon farming company with its first production facility under construction at the foot of Mount Fuji in Japan. Through land-based fish farming, the company is able to produce fresh Atlantic Salmon, free of medication and without impact from traditional challenges such as lice and microplastics. Proximar’s location, near one of the world’s most important fish markets, implies significant advantages, both in terms of reduced cost and carbon footprint.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities 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).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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 announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" 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 could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

The Private Placement and the contemplated admission to trading on Euronext Growth Oslo may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the admission to trading on Euronext Growth Oslo will occur.

This announcement is for information purposes only. It does not purport to be complete, and it is not to be relied upon in substitution for the exercise of independent judgment. 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. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, 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 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.