Proximar Seafood AS – Contemplated private placement

27 Apr 2023 16:33 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Bergen, Norway/Yokohama, Japan – 27 April 2023 - Proximar Seafood AS
(“Proximar” or the “Company”) has engaged ABG Sundal Collier ASA and Arctic
Securities AS as joint bookrunners (together, the “Managers”) to advise on and
effect a contemplated private placement (the "Private Placement") of new shares
in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK
50 – NOK 75 million ("Offer Size"). The price per Offer Share ("Offer Price")
and the final number of Offer Shares sold in the Private Placement, will be
determined by the Company's board of directors (the "Board") on the basis of an
accelerated book-building process conducted by the Managers.

The net proceeds from the Private Placement will be used to reduce the share of
debt in the financing offer signed and announced by the Company on 21 April 2023
to fully fund the construction and operations of the Oyama facility.

Certain investors, including largest shareholders Grieg Kapital AS and Daimyo
Invest AS, have pre-committed to subscribe for and be allocated a total amount
of NOK 50 million in the Private Placement.

In addition, the following primary insiders have indicated to apply for Offer
Shares as follows:

-Kvasshovd AS, a company closely related to Katrine Trovik (chairperson of the
board of directors) for Offer Shares equivalent to NOK 1,500,000
-Dharma Rajeswaran (COO) for Offer Shares equivalent to NOK 100,000
-Peder Sollie (Project Manager) for Offer Shares equivalent to NOK 200,000
-Peter Hermanrud (Board member) for Offer Shares equivalent to NOK 250,000
-Viggo Halseth (Board member), for Offer Shares equivalent to NOK 100,000

The bookbuilding period in the Private Placement will commence today, 27 April
2023, at 16:30 hours CEST and close on 28 April 2023 at 08:00 hours CEST. The
Company and the Managers may, however, at any time resolve to extend or shorten
the bookbuilding period on short or no notice. If the bookbuilding period is
extended or shortened, any other dates referred to herein may be amended
accordingly.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to and in compliance with applicable exemptions
from relevant prospectus, filing and other registration requirements. The
minimum application and allocation amount in the Private Placement has been set
to the NOK equivalent of EUR 100,000. 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 (including Regulation (EU) 2017/1129) are
available, including to employees and directors of the Company.

Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Managers, following the expiry of the
bookbuilding period.

The Offer Shares will be allocated in two tranches as follows: one tranche with
4,032,770 Offer Shares ("Tranche 1") and a second tranche with a number of Offer
Shares which results in a total transaction (i.e. both tranches) equal to the
final Offer Size ("Tranche 2").

Tranche 1 is expected to be settled on a delivery versus payment basis on or
about 3 May 2023 by delivery of existing and unencumbered shares in the Company
that are already listed on Euronext Growth Oslo pursuant to a share lending
agreement (the "Share Lending Agreement") expected to be entered into between
the Company, Daimyo Invest AS, Grieg Kapital AS and the Managers. New shares in
Tranche 1 will be issued by the Company's board of directors pursuant to the
board authorisation (the “Board Authorisation”) granted by the annual general
meeting of the Company held on 20 April 2023, and will be used to settle the
share loan from Daimyo Invest AS and Grieg Kapital AS pursuant to the Share
Lending Agreement.

Tranche 2 is expected to be settled on a delivery versus payment basis on or
about 16 May 2023 by delivery of new shares in the Company, expected to be
facilitated by a pre-funding agreement between the Company and the Managers (the
"Pre-funding Agreement"). Issuance of new shares in Tranche 2 is subject to
approval by the extraordinary general meeting (the “EGM”) expected to be held on
or about 11 May 2023.

The Offer Shares allocated to applicants in Tranche 1 will be tradable upon
allocation and Offer Shares allocated in Tranche 2 will be tradable after the
announcement of the share capital increase pertaining to Tranche 2 has been
registered with the Norwegian Register of Business Enterprises (the "NRBE"),
which is expected on or about 16 May 2023.

Grieg Kapital AS and Daimyo Invest AS will receive their allocation in Tranche 2
(in respect of the New Shares to be issued in the Private Placement exceeding
the maximum number the New Shares which may be issued under the Board
Authorization).

Completion of Tranche 1 is subject to a resolution by the Board to issue the
Offer Shares in Tranche 1 pursuant to the Board Authorization. Completion of
Tranche 2 is subject a resolution by the EGM to issue the Offer Shares in
Tranche 2. Further to this, completion of the Private Placement is subject to
the Board resolving to consummate the Private Placement and to allocate the
Offer Shares.

Completion of Tranche 1 is not conditional upon completion of Tranche 2. The
Settlement of Offer Shares under Tranche 1 will remain final and binding and
cannot be revoked, cancelled or terminated by the respective applicants if
Tranche 2 is not completed.

The Company reserves the right to cancel and/or modify the terms of the Private
Placement at any time and for any reason prior to notification of allocation of
the Offer Shares. The applicants also acknowledge that the Private Placement as
a whole (including Tranche 1), or just Tranche 2, will be cancelled if the
relevant conditions are not fulfilled. Neither the Company nor the Managers, or
any of their directors, officers, employees, representatives or advisors, will
be liable for any losses if the Private Placement as a whole (including Tranche
1), or just Tranche 2, is cancelled and/or modified, irrespective of the reason
for such cancellation of modification.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, the Norwegian Securities Trading Act, the rules
on equal treatment under Oslo Rule Book II for companies admitted to trading on
Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of
equal treatment, and deems that the proposed Private Placement is in compliance
with these obligations. The Board is of the view that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement, particularly in light of the current market conditions. By
structuring the equity raise as a private placement, the Company is expected to
raise equity efficiently, with a lower discount to the current trading price, at
a lower cost and with a significantly reduced completion risk compared to a
rights issue.

The Company may, subject to completion of the Private Placement and certain
other conditions, consider a subsequent repair offering of new shares (the
"Subsequent Offering") at the same subscription price as the Private Placement
and otherwise in line with market practice. Shareholders who were allocated
shares in the Private Placement will not be eligible to participate in the
Subsequent Offering. The Company reserves the right in its sole discretion to
not conduct or to cancel the Subsequent Offering.

Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in
connection with the Private Placement.

For more information, please contact:
Pål K. Grimsrud, CFO, +47 99 47 75 99, pkg@proximar.com

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


About Proximar Seafood:
Proximar Seafood is a Norwegian land-based salmon farming company with its first
production facility and production at the foot of Mount Fuji in Japan. The
company has inserted its fifth batch of eggs since October 2022. Through
land-based fish farming, using high-quality ground water secured close to Mount
Fuji, the company will produce fresh Atlantic Salmon, harvested the same day.
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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (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 (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 for
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 "believe", "expect", "anticipate",
"strategy", "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 believe 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 their 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 Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

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 Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their 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 its 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.

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