Launch of application period in the fully underwritten Private Placement

14 Jan 2025 07:30 CET

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Kats, Netherlands – January 14, 2025

Reference is made to the stock exchange announcement published by The Kingfish
Company N.V. ("Kingfish" or the "Company", ticker: KING) on December 22, 2024
regarding the agreement for 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 (the "Offer Price"), to
raise gross proceeds to the Company of EUR 14 million (the "Offer Size").

The Company hereby announces the launch of the Private Placement. 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 utilisation of
the farm capacity estimated at 4,000 tons per year and for general corporate
purposes.

The Company has appointed ABG Sundal Collier ASA as bookrunner for the Private
Placement (the "Manager").

Timeline and terms for the Private Placement
The application period in the Private Placement starts today, January 14, 2025
at 09:00 CET and closes tomorrow, January 15, 2025 at 16:30 CET (the
"Application Period"). The Company reserves the right, at its sole discretion,
to close or extend the Application Period at any time and for any reason on
short or without notice. If the Application Period is shortened or extended, the
other dates referred to herein might be changed accordingly.

Allocation of Offer Shares (conditional for Tranche 2, as defined below) will be
determined at the end of the Application Period at the sole discretion of the
Company's supervisory board (the "Board"), in consultation with the management
board of the Company and the Manager. Allocation will be based on criteria such
as (but not limited to) pre-commitments (the Underwriters (as defined below)
will receive full allocation for their pre-committed amounts), existing
ownership in the Company, perceived investor quality, timeliness of the
application, early indication, relative order size, sector knowledge, investment
history, and investment horizon. Notification of allocation (conditional for
Tranche 2) will be issued to applicants on or about January 16, 2025 through a
notification to be issued by (or on behalf of) the Manager.

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to EUR
100,000 per applicant. However, the Company may, at its sole discretion, offer
and allocate Offer Shares for an amount below EUR 100,000 to the extent
applicable exemptions from prospectus requirements pursuant to applicable
regulations, including the Norwegian Securities Trading Act and Regulation (EU)
2017/1129 and ancillary regulations, are available. Further selling restrictions
and transaction terms will apply.




Settlement
For settlement purposes, the Private Placement will be divided in two tranches:

• Tranche 1 consists 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 authorisations granted by the
Company's annual general meeting on June 19, 2024, including the authority to
exclude pre-emption rights to shares (the "Authorisations"); and
• Tranche 2 consists 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 to be held on January 24, 2025 (the "EGM") or the Board,
if so authorised by the EGM.

The Private Placement will be settled in euro (EUR). All applicants are expected
to be allocated Offer Shares pro rata in Tranche 1 and Tranche 2.

Settlement of the Tranche 1 Shares is expected to take place by delivery of
Tranche 1 Shares to the applicant's account in the Norwegian Central Securities
Depository, Euronext Securities Oslo ("VPS"), on a DVP basis on or about on
January 22, 2025, and settlement of the Tranche 2 Shares is expected to take
place by delivery of Tranche 2 Shares to the applicant's VPS account on a DVP
basis on or about January 29, 2025, in each case subject to any shortening or
extensions of the Application Period, and fulfilment of the relevant Conditions
(see below). The Tranche 1 Shares are expected to be tradable on Euronext Growth
Oslo on or about January 21, 2025, and the Tranche 2 Shares are expected to be
tradable on Euronext Growth Oslo on or about January 28, 2025. DVP settlement of
the Offer Shares (for all applicants other than the Underwriters) is expected to
be facilitated by a prefunding agreement to be entered into between the Company
and the Manager.

Pre-commitments and underwriting
The 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 and the Manager on
December 20, 2024 (the "Subscription and Underwriting Agreement"). Consequently,
the Underwriters have pre-committed to apply for, and will be allocated, Offer
Shares at the Offer Price for in total approx. EUR 10.70 million and have
committed to apply for any Offer Shares that are not applied for during the
Application Period for in total approx. EUR 3.30 million, as follows:

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

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 in total 733,645 new shares in the Company at the Offer Price
(the "Underwriting Shares"). The issuance of the Underwriting Shares is 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 Authorisations. 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 authorised 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 authorisations granted by the EGM. 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
for 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) the prefunding agreement
between the Company and the Manager having been entered into and remaining
unmodified and in full force and effect, (v) execution and delivery of deeds of
issuance of shares to the Company's VPS registrar DNB Bank ASA, (vi) the
registration of the issuance of the shares in the Company's Dutch register of
shareholders, and (vii) the issuance of a corresponding number of shares in the
VPS. The conditions referred to above are together referred to as the
"Conditions".

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

Completion of Tranche 1 will not be conditional on completion of Tranche 2. The
settlement of the Tranche 1 Shares will remain final and binding and cannot be
revoked, cancelled, or terminated by the respective applicant if Tranche 2 is
not completed.

The Company reserves the right, in its sole discretion for any reason, to cancel
and/or modify the terms of the Private Placement at any time and for any reason
prior to notification of allocation. 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.

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. The Board is of the opinion that the Private
Placement 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
utilisation 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 prior to the
announcement on December 22, 2024 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; 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
(the last trading day prior to the announcement of the contemplated Private
Placement). Further, the Offer Price represents no discount to the VWAP of the
Company's shares on Euronext Growth Oslo from the announcement of the
contemplated Private Placement on December 22, 2024 to and including January 13,
2025 of NOK 5.27 (converted to EUR at an official EUR/NOK exchange rate
published by the Central Bank of Norway on January 13, 2025 of 11.709). In
addition, the Company has received pre-commitments and underwriting commitments
from the Underwriters to reduce transaction risk. Furthermore, the Application
Period will last for two 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 unanimous opinion that the waiver of the preferential rights
inherent in the Private Placement is in the common interest of the Company and
its shareholders and that the Private Placement promotes the sustainable long
term success of the Company's business.

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 subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.

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.

More information:
Access the news on Oslo Bors NewsWeb site

636429_TKC - Launch of private placement 14 January 2025.pdf