Agreement for a fully underwritten Private Placement and Q4 2024 Operational Update

22 Dec 2024 18:35 CET

Positive outlook for Q4 2024 with volume growth above 50%

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Kats, Netherlands – December 22, 2024

Highlights Q4 2024

• Kingfish has reached an agreement for a fully underwritten € 14 million equity
private placement to strengthen the company's balance sheet and ensure liquidity
during ramp-up to full farm capacity
• Positive outlook for Q4 2024 with estimated volume growth exceeding 50%,
reflecting strong market demand and operational scalability
• Increased share of large fish contributing to resilient revenue per kg;
seasonal promotional activities on small fish impacting revenue per kg
• Farm biomass to be optimized during Q1 2025, resulting in a one-time inventory
write-down of approximately € 1.8 million recorded in Q4 2024


"Q4 2024 marked a significant period of progress for The Kingfish Company, as we
continued to accelerate sales growth with a volume increase exceeding 50%. This
reflects the strong and growing demand for our sustainable Yellowtail Kingfish
and the effectiveness of our sales and business development efforts. At the same
time, we are taking decisive steps to optimize our operations by adjusting
biomass levels to restore operational efficiency and align production with
demand. These actions, combined with the contemplated fully underwritten € 14
million equity raise and adjustments to our financing terms, will strengthen our
ability to scale production toward full capacity and deliver on our strategic
objectives for 2025 and beyond,” said Vincent Erenst, CEO of The Kingfish
Company.

Contemplated fully underwritten private placement

The Kingfish Company N.V. ("Kingfish" or the "Company", ticker: KING) has
appointed ABG Sundal Collier ASA as sole financial advisor and bookrunner (the
"Manager") to advise on and effect a contemplated fully underwritten private
placement (the "Private Placement") of 31,111,112 new shares in the Company (the
"Offer Shares") at a fixed price of EUR 0.45 per Offer Share, corresponding to
NOK 5.33 based on the official EUR/NOK exchange rate published by the Central
Bank of Norway on December 19, 2024 (the "Offer Price"), to raise gross proceeds
to the Company of approximately EUR 14 million (the "Offer Size").

The application period in the Private Placement (the "Application Period") is
expected to take place in January 2025, subject to a decision by the Company's
supervisory board of directors (the "Board") in consultation with the Manager.

The Company has received pre-commitments and underwriting commitments securing
the full Offer Size, see further details below.

The net proceeds from the Private Placement will be used to strengthen the
Company’s resources to accelerate the sales ramp up until full utilization of
the farm capacity estimated at 4,000 tons per year and for general corporate
purposes.

The Private Placement will be divided in two tranches:
• Tranche 1 will consist of 11,084,900 Offer Shares (the "Tranche 1 Shares"),
representing 10% of the outstanding shares in the Company prior to the Private
Placement, to be issued by the Board pursuant to authorizations granted by the
Company's annual general meeting on June 19, 2024, including the authority to
exclude pre-emption rights to shares (the "Authorizations"); and
• Tranche 2 will consist of 20,026,212 Offer Shares (the "Tranche 2 Shares"),
representing 18.1% of the outstanding shares in the Company prior to the Private
Placement, to be issued pursuant to a resolution by an extraordinary general
meeting of the Company (the "EGM") or the Board, if so authorized by the EGM.

The Private Placement will be directed towards existing shareholders and new
investors, 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.

Pre-commitments and underwriting

Largest as well as certain other existing shareholders in the Company (together,
the "Underwriters") have, subject to customary conditions, pre-committed and/or
underwritten the full Offer Size pursuant to a subscription and underwriting
agreement entered into with Kingfish (the "Subscription and Underwriting
Agreement"). Consequently, the Underwriters have pre-committed to subscribe for
Offer Shares at the Offer Price for in total approximately EUR 10.70 million and
committed to subscribe for any Offer Shares that are not subscribed for during
the Application Period ("Unsubscribed Shares") for in total approximately EUR
3.30 million, as follows:

• Creadev International S.A.S. (with a current ownership of approx. 21.9%) has
pre-committed to subscribe for Offer Shares for approx. EUR 3.06 million and
underwritten approx. EUR 0.19 million of the Offer Size;
• Rabo Participaties B.V. (with a current ownership of approx. 14.1%) has
pre-committed to subscribe for Offer Shares for EUR 1.00 million;
• ASR Vermogensbeheer N.V. (with a current ownership of approx. 12.9%) has
pre-committed to subscribe for Offer Shares for approx. EUR 1.81 million and
underwritten approx. EUR 1.36 million of the Offer Size;
• Stolt-Nielsen M. S. Ltd. (with a current ownership of approx. 8.3% and
represented on the Board by Jordi Fita) has pre-committed to subscribe for Offer
Shares for EUR 2.00 million and underwritten approx. EUR 1.70 million of the
Offer Size;
• Claris B.V. (with a current ownership of approx. 5.9%) has pre-committed to
subscribe for Offer Shares for approx. EUR 0.74 million and underwritten approx.
EUR 0.05 million of the Offer Size;
• Board member Noam Kleinfeld (with a current ownership of approx. 2.9%) has
pre-committed to subscribe for Offer Shares for EUR 0.13 million; and
• other existing shareholders (with an aggregate current ownership of approx.
14.8%) have pre-committed to subscribe for Offer Shares for a total of approx.
EUR 1.96 million.

Subject to the Board resolving to consummate the Private Placement after expiry
of the Application Period, an underwriting fee equal to 10% of the respective
Underwriter's underwriting commitment (i.e. not for any pre-committed amounts)
will be payable by Kingfish in the form of new shares in the Company at the
Offer Price. The issuance of such new shares will be subject to a resolution by
the EGM.

Conditions for completion of the Private Placement

The completion of Tranche 1 by delivery of Tranche 1 Shares to investors will be
subject to the Board having resolved to issue the Tranche 1 Shares and exclude
pre-emption rights to such shares pursuant to the Authorizations. The completion
of Tranche 2 by delivery of Tranche 2 Shares to investors will be subject to:
(i) the EGM having resolved to (a) issue or grant rights to subscribe for the
Tranche 2 Shares, and (b) exclude or limit pre-emption rights for the Tranche 2
Shares; or (ii) the Board (a) being authorized by the EGM to issue or grant
rights to subscribe for Tranche 2 Shares and exclude or limit pre-emption rights
for the Tranche 2 Shares, and (b) having resolved to issue the Tranche 2 Shares
pursuant to such authorizations granted by the EGM. Completion of Tranche 1 will
not be subject to completion of Tranche 2. Furthermore, completion of the
Private Placement by delivery of Offer Shares to investors in Tranche 1 and
Tranche 2, respectively, will be subject to (i) the Board resolving to
consummate the Private Placement and allocate the Offer Shares (conditionally in
respect of Tranche 2), (ii) payment being received by or on behalf of Kingfish
for the Offer Shares allocated, (iii) the Subscription and Underwriting
Agreement remaining unmodified and in full force and effect, (iv) execution and
delivery of a deed of issuance of shares to the Company's VPS registrar, DNB
Bank ASA, (v) the registration of the issuance of the shares in the Company's
Dutch register of shareholders, and (vi) the issuance of a corresponding number
of shares in the VPS.

The Underwriters, together representing approx. 81% of the shares and votes in
the Company, have undertaken to vote in favour of the resolutions at the EGM.

Further details about the contemplated Private Placement and the EGM will be
announced in due course.

Update of the Senior Facility Agreement’s terms

In connection with, and subject to the successful settlement of the Private
Placement, P Capital Partners AB ("PCP") and Coöperatieve Rabobank U.A. have
approved certain amendments of the Company’s existing Senior Facilities
Agreement:
• Possibility for the Company to capitalize Q1 2025 interest on the PCP loan;
and
• Adjustment of the debt covenants to provide the Company with more room to
execute its plan until full utilization of the Company's expansion of production
capacity in the Netherlands (Phase 2).

The other terms of the Company's existing debt facilities will remain unchanged.


Positive volume outlook for Q4 2024

Kingfish achieved strong volume growth in October and November 2024, reporting
increases of 56% and 61%, respectively, compared to the same period last year.
December is expected to report another milestone, with expected growth exceeding
55%, further solidifying a strong trajectory going into 2025. Driven by
increased sales and commercial efforts, demand for Kingfish’ sustainable
Yellowtail Kingfish is clearly increasing and sales volumes for Q4 are projected
to reach between 520 and 540 tons. Revenue per kg for large fish is expected to
remain resilient in Q4; small fish sales are supported by seasonal promotional
activities which will have a temporary effect on revenue per kg.

Operational adjustment to optimize farm performance

Over the past two quarters, the farm has operated with biomass levels exceeding
optimal levels. Efforts to slow down production have had limited impact on the
growth of the fish, while negatively impacting operational performance. To
address this challenge, the Company has decided to reduce biomass by 300 tons,
targeting a standing biomass of approximately 800 metric tons by the end of Q1
2025. This volume will be sold through different channels. The adjustment will
better align production capacity with the 2025 orderbook and restore operational
efficiency.

The reduction will positively impact key performance indicators, including feed
conversion ratio and growth rates, enabling a return to the optimal levels which
were achieved until Q1 2024. This one-time adjustment will result in an
exceptional inventory write-down of approximately € 1.8 million, to be reflected
in Q4 2024 financials, pending auditor review. However, the measure will have no
significant cash impact.

Considerations on equal treatment

The contemplated Private Placement has been considered by the Board in light of
the equal treatment obligations under the Euronext Growth Oslo Rulebook and Oslo
Børs' Circular no. 2/2014, and the Board is of the opinion that it is in
compliance with these requirements and guidelines. The issuance of the Offer
Shares will be carried out as a private placement to inter alia strengthen the
Company’s resources to accelerate the sales ramp up until full utilization of
the farm capacity estimated at 4,000 tons per year. By structuring the equity
raise as a private placement, the Company is able to efficiently raise the
necessary capital for the abovementioned purposes. The Company has also
conducted an investor pre-sounding process with existing and new investors to
obtain the best possible terms for the Private Placement, including a
market-based offer price. The Board notes that the Offer Price represents a 7.5%
discount to the 30 days volume weighted average price (VWAP) of the Company’s
shares on Euronext Growth Oslo to and including December 19, 2024 of NOK 5.76
(converted to EUR at an official EUR/NOK exchange rate published by the Central
Bank of Norway on December 19, 2024 of 11.8143); a premium of 3.5% to the
Company's closing price on Euronext Growth Oslo on December 19, 2024 (the day
before signing the Subscription and Underwriting Agreement); and a discount of
0.4% to the Company's closing price on Euronext Growth Oslo on December 20,
2024. In addition, the Company has received pre-commitments and underwriting
commitments from the Underwriters to reduce transaction risk. Furthermore, the
Application Period is intended to last over 1 – 3 trading days to increase
existing shareholders' ability to participate in the Private Placement. On the
basis of the above, and an assessment of the current equity markets as advised
by the Manager, the Company's need for funding, deal execution risk and
available alternatives, the Board is of the opinion that the waiver of the
preferential rights inherent in the Private Placement is in the common interest
of the Company and its shareholders.

Advisors

ABG Sundal Collier ASA is acting as sole financial advisor and bookrunner,
Wikborg Rein Advokatfirma AS is acting as Norwegian legal advisor and DLA Piper
Nederland N.V. is acting as Dutch legal advisor to the Company in connection
with the Private Placement.

For media and investor inquiries, please contact
press@the-kingfish-company.com
ir@the-kingfish-company.com

Company News feed
https://www.the-kingfish-company.com/news

About The Kingfish Company

The Kingfish Company is a pioneer and leader in sustainable land-based
aquaculture. Current annual production capacity at its Kingfish Zeeland facility
in the Netherlands is 4,000 tons of high quality and high-value yellowtail
kingfish. Next expansion opportunities are in the Netherlands and the US.
Kingfish Maine is fully permitted by local, state, and federal regulatory
agencies to build an 8,500 tons production facility.

Production is based on advanced recirculating aquaculture systems (RAS), which
protect biodiversity and ensure biosecurity. Animal welfare is paramount, and
the fish is grown without use of antibiotics and vaccines. Operations run on 100
percent renewable electricity, sourced from wind, solar and biogas. The
Company's facilities operate on sea water, avoiding wasting precious fresh
water.

The Kingfish Company's main product, the Yellowtail Kingfish (also known as
ricciola/hiramasa/greater amberjack) is a highly versatile premium fish species,
well known in the Italian and Asian fusion cuisines. Its products are certified
and approved as sustainable and environmentally friendly by Aquaculture
Stewardship Council (ASC), Best Aquaculture Practices (BAP), GLOBAL G.A.P. and
Friend of the Sea.

* * *

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Marieke Palstra, Investor
Relations Manager of Kingfish, on December 22, 2024 at the time set out above.

This press release contains certain non-IFRS financial measures which are not
recognized measures of financial performance under IFRS. All figures in the
press release are unaudited.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials 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 Private Placement 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 herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as
amended.

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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who 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) 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 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 communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
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 communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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 include the possibility that the
Company will determine not to, or be unable to, issue any equity securities, and
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.

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Manager and their respective affiliates
disclaims any obligation or undertaking to update, review or revise any
statement contained in this communication whether as a result of new
information, future developments or otherwise.

The Manager is acting exclusively for the Company and no one else in connection
with the Private Placement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, or for advice in
relation to the contents of this announcement or any of the matters referred to
herein. Neither the Manager nor any of its affiliates makes any representation
as to the accuracy or completeness of this announcement and none of them accepts
any liability arising from the use of this announcement or 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.

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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