Allocation of shares in the Private Placement

15 Jan 2025 21:15 CET

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Kats, Netherlands – January 15, 2025

Reference is made to the stock exchange announcement published by The Kingfish
Company N.V. ("Kingfish" or the "Company", ticker: KING) on January 14, 2025
regarding the launch of the application period in the 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 that it has allocated 31,111,112 Offer Shares at
the Offer Price in the Private Placement. 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.

Allocation of Offer Shares to primary insiders and close associates will be
released in separate announcements.

Settlement
The Private Placement is divided in two tranches with Tranche 1 consisting of
11,084,900 Offer Shares (the "Tranche 1 Shares"), which have been resolved
issued by the Company's supervisory board (the "Board") pursuant to
authorisations granted by the Company's annual general meeting on June 19, 2024
(the "Authorisations"), and Tranche 2 consisting of 20,026,212 Offer Shares (the
"Tranche 2 Shares"), 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 Board has resolved to allocate all Offer Shares, conditionally in relation
to Tranche 2. Notification of allocations and settlement instructions for the
Private Placement is expected to be distributed by the Manager to the applicants
that have been allocated Offer Shares on January 16, 2025. The Private Placement
will be settled in euro (EUR).

Settlement of the Tranche 1 Shares is expected to take place by delivery to each
applicant's account in the Norwegian Central Securities Depository, Euronext
Securities Oslo ("VPS"), on or about 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 or about January 29, 2025, in each case subject
to 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.

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 (as
defined below) on December 20, 2024 (the "Subscription and Underwriting
Agreement"). The Underwriters' underwriting fee of 10% of their respective
underwriting commitment, will be settled through the issuance of 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 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, is subject to (i) payment
being received by or on behalf of Kingfish for the Offer Shares allocated, (ii)
the Subscription and Underwriting Agreement remaining unmodified and in full
force and effect, (iii) execution and delivery of deeds of issuance of shares to
the Company's VPS registrar DNB Bank ASA, (iv) the registration of the issuance
of the Offer Shares in the Company's Dutch register of shareholders, and (v) the
issuance of a corresponding number of Offer 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 is not 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
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 Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The 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 the Private Placement is in compliance with these
requirements and guidelines.

The Private Placement is carried out inter alia 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. 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 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 lasted 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.
Consequently, the Board has concluded to not carry out a subsequent offering.

Advisors
ABG Sundal Collier ASA is acting as sole financial advisor and bookrunner (the
"Manager"), 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 January 15, 2025 at the time set out above.

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:
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636575_2025 01 15 TKC - Allocation of shares in the Private Placement.pdf