Ice Fish Farm AS - Key information regarding potential subsequent offering

31 Mar 2023 00:04 CEST

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Frøya, Norway, 30 March 2023: Reference is made to the press releases published
by Ice Fish Farm AS (the "Company") on 30 March 2023 regarding completion of a
private placement (the "Private Placement") raising gross proceeds to the
Company in the amount of a NOK equivalent of approximately EUR 44 million and
that the Company is considering to conduct a subsequent share offering of up to
1,810,5367 new shares (the "Subsequent Offering") with non-tradeable
subscription rights to eligible shareholders.

Date for announcement of terms: 30 March 2023

Last day including right to receive subscription rights: 30 March 2023

First day excluding right to receive subscription rights: 31 March 2023

Record Date: 3 April 2023

Maximum number of new shares: Up to 1,810,536

Subscription price: NOK 27.60

Shall the rights be listed: No.

The Subsequent Offering is subject to the board of directors resolving to
initiate the Subsequent Offering.

Notwithstanding the foregoing, the board of directors may, in its sole
discretion, decide that the Company shall not carry out the Subsequent Offering
inter alia if the prevailing market price of the Company's shares trade lower
than the Subscription Price and thereby making a subsequent offering redundant.

DNB Markets AS, a part of DNB Bank ASA is acting as Sole Global Coordinator and
Joint Bookrunner, Arion Banki hf and Nordea Bank Abp, filial i Norge are acting
as Joint Bookrunners for the Private Placement and the potential Subsequent
Offering. Advokatfirmaet Thommessen AS is acting as legal advisors to the
Company, and Advokatfirmaet Wiersholm AS is acting as legal advisor to the
Managers.

For further information, please contact:

Guðmundur Gíslason, CEO +354 89 60 426


This information is subject to the disclosure requirements of Section 5-12 of
the Norwegian Securities Trading Act.
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 the Company 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.

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 "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 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.

Neither the Managers nor 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 and 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 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.

TARGET MARKET

The target market for the Private Placement is non-professional, professional as
well as eligible counterparties and who; a) have at least a common/normal
understanding of the capital markets, b) is able to bear the losses of their
invested amount and, c) is willing to accept risks connected with the shares,
and d) have an investment horizon which takes into consideration the liquidity
of the shares. The Company has not published sufficient data for the Managers to
determine whether an investment in the Private Placement is compatible for
investors who have expressed sustainability related objectives with their
investments based on that which i) is an environmentally sustainable investment
under the EU Taxonomy Regulation, ii) represents a sustainable investment under
Regulation (EU) 2019/2088 (the "SFDR"), and/or iii) takes into consideration any
Principle Adverse Impacts on sustainably factors as per the SFDR. The negative
target market for the Offer Shares is clients that seek full capital protection
or full repayment of the amount invested, are fully risk averse/have no risk
tolerance or need a fully guaranteed income or fully predictable return profile.
Negative target market: An investment in the Company's shares is not compatible
with investors looking for full capital protection or full repayment of the
amount invested or having no risk tolerance, or investors requiring a fully
guaranteed income or fully predictable return profile.

Notwithstanding, and without affecting the manufacturers target market
assessment as per the above, the Managers will only allow distribution through
their distribution channels to investors who: a) in the EU meet the requirements
set out in the manufacturers target market assessment, and who b) in respect of
investors residing outside the Nordics at least can be classified as
professional clients or eligible counterparties as per the MiFID II definition.

For distribution to investors located outside of the EU, distribution of the
shares is only allowed to such investors which a) the Managers can approach as
per the rules of the jurisdiction in which the investor reside, and b) which can
provide adequate confirmations to this effect, and c) which as per minimum meets
the requirements of the manufacturers target market assessment.

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