Proximar Seafood AS — Share Issue/Capital Change 2021

Jan 21, 2021

Proximar Seafood AS: Contemplated Private Placement and application for admission to trading on Euronext Growth Oslo

Proximar Seafood AS: Contemplated Private Placement and application for admission to trading on Euronext Growth Oslo

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: Contemplated Private Placement and application for admission to trading on Euronext Growth Oslo

Bergen, 21 January 2021. Proximar Seafood AS (“Proximar” or the “Company”), a Norwegian company targeting to initiate land-based salmon farming in Japan, has engaged ABG Sundal Collier ASA and Pareto Securities AS as joint global coordinators and joint bookrunners (together the “Managers”) to advise on and effect a contemplated private placement of 24,691,360 new shares in the Company (the “New Shares”), each at a subscription price of NOK 16.20 per share, raising gross proceeds of NOK 400 million (the “Private Placement”) and admission to trading of the Company’s shares on Euronext Growth Oslo (the “Admission”).

About Proximar Seafood:

Proximar is a Norwegian company targeting to initiate land-based farming of Atlantic salmon in Japan. The Company has secured prime locations with access to high quality ground water close to the iconic Mount Fuji. The locations are situated in the city of Oyama, a 1-2 hours trucking distance from the two largest cities in Japan – Tokyo and Yokohama. The Greater Tokyo area has a combined population of approximately 38m people.

The net proceeds from the Private Placement will be used to initiate construction of Proximar’s first land-based salmon farming facility in Japan (“Phase 1”) and for general corporate purposes.

Construction of the Phase 1 facility is expected to commence in Q1 2021, be completed during the first half of 2023, have its first harvest during the first half of 2024, and have an annual head-on-gutted (“HOG”) volume of approximately 5,300 tonnes at full capacity. In addition to the Phase 1 facility, Proximar has expansion plans of approximately 21,100 tonnes HOG in a land area adjacent to the Phase 1 facility.

Proximar’s rationale for targeting Japan as the location for its land-based salmon farming operations is mainly based on the following:

• Established market - Japan has a large established market with demand for Atlantic salmon and other related salmonids, but with limited possibilities for traditional sea-based production.

• Transportation represents a significant carbon footprint - Since traditional aquafarming is limited in Asia, the Japanese market for Atlantic salmon is currently dependent on import from other countries. The majority of volumes are imported by air from Norway (73% of total supply and 90% of fresh supply in 2019), which represents a large impact on the environment as the carbon footprint from air transportation represents approximately 80% of the total carbon footprint of Norwegian Atlantic salmon consumed in Japan. The majority of supply from Norway is fresh fish. Chile is the second largest supplier of Atlantic salmon to Japan (17% of the total supply in 2019), and the Chilean fish are mainly transport by ship. The majority of volumes from Chile is frozen fish.

• Local production represents a significant cost advantage – The price of Atlantic salmon in Japan highly correlates with the sum of the following factors: (i) the spot price of Norwegian salmon in Norway, (ii) transport cost from Norway to Japan, and (iii) market and handling costs in Japan. Management of the Company has estimated that cost per kg related to (ii) and (iii) has historically been in the range of NOK 25-30 per kg HOG. Proximar expects an EBIT cost of approximately NOK 45 per kg for Phase 1 - slightly above the average production cost of Norwegian sea-based salmon farmers - and approximately NOK 40 per kg HOG post completion of Phase 2. In summary, a significantly lower transportation cost and a similar production cost as Norwegian sea-based salmon farmers represent a significant cost advantage for local production of Atlantic salmon in Japan compared with production in Norway.

• Japan offers a stable and predictable political and economic environment in Eastern Asia – Japan is the third largest economy in the world and has been a member of the OECD since 1964. The country is also ranked as one of the lowest perceived levels of corruption in Eastern Asia. In addition, food from Japan is perceived as high-quality among other adjacent Asian countries, grounding the foundation for potential export.

“This private placement is an important milestone for the company, bringing us one step closer to our goal of serving fresh Atlantic salmon to the Japanese market on the same day as harvest”, said Joachim Nielsen, CEO of Proximar Seafood. “Our location at the foot of Mount Fuji, in close proximity to one of the world’s most important fish markets, implies significant advantages, both in terms of reduced cost and reduced carbon footprint”.

The Private Placement in brief:

The price per share in the Private Placement has been set to NOK 16.20 (the “Subscription Price”), equivalent to a pre-money equity value of the Company of approximately NOK 245 million based on the 15,096,290 shares currently outstanding in the Company.

Nutreco has, as a new investor in the Company, undertaken to subscribe for, and will be allocated, New Shares for a total subscription amount of NOK 35 million in the Private Placement. In addition, certain existing shareholders in the Company have pre-committed to subscribe for New Shares for a total subscription amount of approximately NOK 75 million, including the following members of the board of directors of Proximar: (i) Grieg family and associated parties for NOK 22.9 million, represented in the board of directors by Per Grieg and Thomas Grieg; (ii) Espen Aubert (through Daimyo AS, a company indirectly controlled by Mr. Aubert) for NOK 25 million; and (iii) Helge Nielsen (through Helida AS, a company controlled by Mr. Nielsen) for NOK 1.5 million.

Six cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated New Shares for NOK 120 million as follows: (i) DNB Asset Management AS has undertaken to subscribe for and be allocated New Shares for NOK 20 million; (ii) Fondsfinans Kapitalforvaltning AS has undertaken to subscribe for and be allocated New Shares for NOK 20 million; (iii) Klaveness Marine Finance AS has undertaken to subscribe for and be allocated New Shares for NOK 20 million; (iv) Pactum AS has undertaken to subscribe for and be allocated New Shares for NOK 20 million; (v) T.D. Veen AS has undertaken to subscribe for and be allocated New Shares for NOK 20 million; and (vi) Tycoon Industrier AS has undertaken to subscribe for and be allocated New Shares for NOK 20 million.

The bookbuilding period in the Private Placement will commence today, 21 January 2021 at 09:00 CET and close on 22 January 2021 at 16:30 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period without notice. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly. The final number of New Shares will be determined by the Company in consultation with the Managers after completion of the bookbuilding period.

The net proceeds from the Private Placement is not sufficient to fully finance the construction of the Phase 1 facility and the Company thus relies on further financing.

Application for Admission on Euronext Growth Oslo:

The Company has applied, and expects, subject to successful completion of the Private Placement and the 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.

Conditions for the Private Placement:

The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, 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 has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Issuance and delivery of the New Shares and payment for the New Shares in the Private Placement is subject to (i) the Company having received binding applications for a total subscription amount of NOK 400 million, (ii) the Company’s shares being admitted to trading on Euronext Growth Oslo, (iii) all corporate resolutions of the Company required to implement the Private Placement being validly resolved, including, without limitation, the Company’s board of directors and an extraordinary general meeting of the Company resolving to approve the Private Placement and issue the New Shares, and (iv) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company relating to the Private Placement. The Company's board of directors reserves the right to cancel the Private Placement at any time and for any reason prior to delivery of the New Shares.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Further announcements relating to the Offering and Admission will be made in due course.

Advisors:

The Company has appointed ABG Sundal Collier ASA and Pareto Securities AS to act as Joint Global Coordinators and Joint Bookrunners in the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company, while Advokatfirmaet Wiersholm AS is acting 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

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.