BIOFISH HOLDING AS: PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

BIOFISH HOLDING AS: PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

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BIOFISH HOLDING AS: PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

Reference is made to the stock exchange announcement published on 12 January
2023 by BioFish Holding AS ("BioFish" or the "Company") regarding a contemplated
private placement (the "Private Placement") of new shares in the Company (the
"Offer Shares"). BioFish is pleased to announce that the Private Placement has
been successfully placed, through an allocation of 55,000,000 Offer Shares
raising total gross proceeds of approximately NOK 55 million. 

The net proceeds from the Private Placement will be applied as follows:

o	NOK 15 million to repay short-term debt.
o	NOK 15-20 million for the completion of the Company's planned production
facilities.
o	Remainder for working capital and general corporate purposes.

Both existing shareholders and new investors applied for Offer Shares in the
Private Placement. Notice of conditional allocation of the Offer Shares is
expected to be sent on or about today, 13 January 2023.

Completion of the Private Placement and issuance of the Offer Shares will be
subject to approval by an extraordinary general meeting of the Company (the
"EGM"), expected to be held on or about 20 January 2023. The notice for the EGM
is expected to be distributed on or about 13 January 2023. Investors are
expected to receive their allocated Offer Shares on or about 23 January 2023. 

The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Private Limited Liability Companies Act, and the
rules of equal treatment set out in the Continuing obligations for companies
admitted to trading on Euronext Growth and Oslo Børs' guidelines on the rules of
equal treatment and is of the opinion that the proposed Private Placement is in
compliance with these requirements. The Board if of the view that it is in the
common interest of the Company and its shareholders to raise the required equity
through a private placement setting aside the pre-emptive rights of the
shareholders. By structuring the transaction as a private placement, the Company
was in a position to raise capital in an efficient manner in the prevailing
volatile capital market, with significantly lower completion risks compared to a
rights issue, and, importantly to secure the necessary financing in time to meet
the Company's funding requirements. The Company will, subject approval by the
EGM , resolve to carry out a subsequent repair offering (the "Subsequent
Offering") of up to 15,000,000 new shares at the Offer Price in the Private
Placement which, subject to applicable securities law, will be directed towards
existing shareholders in the Company as of 12 January 2023 (as registered in the
VPS two trading days thereafter), who (i) were not allocated Offer Shares in the
Private Placement, (ii) were not actively involved in pre-sounding activities
for the Private Placement, and (iii) are not resident in a jurisdiction where
such offering would be unlawful or, would (in jurisdictions other than Norway)
require any prospectus, filing, registration or similar action. Launch of a
Subsequent Offering will require approval by the EGM and publication of a
prospectus to be prepared by the Company. 

The following primary insiders have been allocated shares in the Private
Placement:
o	Awilco AS (10,000,000 shares)
o	YME Holding As (1,000,000 shares)
o	TEF Invest AS (200,000 shares)
o	Toha Shipping AS (200,000 shares)

Fearnley Securities AS is acting as sole arranger and bookrunner in connection
with the Private Placement. Advokatfirmaet Haavind AS is acting as legal advisor
for BioFish in connection with the Private Placement.

For further information, please contact: 

Torbjørn Skulstad, CEO
[phone]

Tor Haldorsen, Chairman of the board
[phone]

About BioFish: BioFish is an established producer of large smolt for the salmon
farming industry, located in the Hardangerfjord on the Norwegian West Coast. The
Company has recently been granted an expanded production license and aims to
produce 2,200 tons of biomass p.a. when current facility has been expanded and
completed. 

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
BioFish 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. This
statement contains certain forward-looking statements (as such defined in
Section 21E of the U.S. Securities Exchange Act of 1934, as amended) 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 "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 include, but are not limited to, 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
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 Manager is 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. None
of the Manager or 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. 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.
None of the Manager or any of its respective affiliates accepts any liability
arising from the use of this announcement. Each of the Company, the Manager and
its respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this announcement whether as
a result of new information, future developments or otherwise. 

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. 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. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

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