NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange notice by The Kingfish Company N.V.
("Kingfish" or the "Company") on 28 September 2022 regarding the completion of a
conditional private placement of 24,224,781 new shares in the Company at a
subscription price of NOK 8.410 per share (the "Offer Price"), raising gross
proceeds of approx. NOK 203.7 million, equivalent to approx. EUR 19.7 million
(the "Private Placement"), and the key information notice on 28 September 2022
regarding a proposed fully underwritten subsequent offering of new shares in the
Company (the "Subsequent Offering"). Reference is further made to the
authorization granted to the supervisory board of the Company by the
extraordinary general meeting held on 14 October 2022 to issue the new shares in
the Subsequent Offering and the stock exchange notice on 23 December 2022
regarding approval by the Dutch Authority for the Financial Markets and
passporting into Norway of a prospectus prepared for the purpose of the
Subsequent Offering (the "Prospectus"). 

The Prospectus is, subject to regulatory restrictions in certain jurisdictions,
available on the following websites, www.arctic.com/secno/en/offerings,
www.dnb.no/emisjoner and on the website of the Company
(https://www.the-kingfish-company.com/stock-exchange-filings).

Further information regarding the Subsequent Offering 
The Subsequent Offering consists of an offer of up to 18,884,315 new shares in
the Company (the "Offer Shares") directed towards Eligible Shareholders (as
defined below), to raise gross proceeds of approx. NOK 158.8 million, equivalent
to approx. EUR 15.3 million. The subscription price per Offer Share is equal to
the Offer Price in the Private Placement. 

The Subsequent Offering is fully underwritten by Stolt-Nielsen M.S. Ltd.,
Creadev international S.A.S, Rabo Participates B.V., Claris B.V., Kverva Finans
AS and a.s.r. Asset Management (jointly, the "Investors") subject to the terms
and conditions of an underwriting agreement entered into between the Company and
the Investors. Pursuant to the underwriting agreement, each of the Investors
has, severally but not jointly, agreed, failing subscription by Eligible
Shareholders, to subscribe for Offer Shares themselves at the Offer Price and
may be requested to do so at the Company's discretion. The Investors shall only
be allocated Offer Shares not subscribed by Eligible Shareholders. To the extent
the underwriting is exercised by the Company, the Investors' underwriting
commitments shall be scaled back equal to the total subscription amounts made by
the Eligible Shareholders in the Subsequent Offering in accordance with a tiered
order of reduction between the Investors. For further information regarding the
underwriting arrangement, please refer to section 10.5 of the Prospectus. 

The Subsequent Offering is directed towards existing shareholders as of 27
September 2022, as registered with the VPS on 29 September 2022 (the "Record
Date") who (i) were not allocated new shares in the Private Placement and (ii)
are not resident in jurisdiction where such offering would be unlawful, or would
require any prospectus filing, registration or similar action in jurisdictions
other than the Netherlands and Norway ("Eligible Shareholders"). 

Eligible Shareholders will, based on their registered holding in the VPS at the
end of the Record date, be granted non-tradable subscription rights (the
"Subscription Rights") to subscribe for and be allocated Offer Shares in the
Subsequent Offering. Each Eligible Shareholder will be granted 0.50002
Subscription Rights per one (1) existing share registered with the respective
Eligible Shareholder on the Record Date. The number of Subscription Rights
issued to each Eligible Shareholder will be rounded down to the nearest whole
Subscription Right. Each whole Subscription Right will, subject to applicable
securities laws, give the right to subscribe for and be allocated one Offer
Share in the Subsequent Offering. The Subscription Rights will not be listed and
admitted to trading and are not transferable. Subscription without Subscription
Rights and oversubscription in the Subsequent Offering will not be permitted.
Subscription Rights not used to subscribe for Offer Shares before the end of the
Subscription Period will lapse without compensation to the holder, and,
consequently, will be of no value from that point in time. 

The subscription period in the Subsequent Offering will commence today, on 3
January 2023 at 09:00 (CET) and will close on 16 January 2023 at 16:30 (CET).
The Company, after consultation with the Managers (as defined below), reserves
the right to accelerate or extend the subscription period.

Allocation of the Offer Shares is expected to take place after the closing of
the subscription period on or around 17 January 2023, subject to acceleration or
extension of the subscription period. Payment for the Offer Shares allocated to
a subscriber is expected to fall due on or around 20 January 2023. 

The Offer Shares will be listed on Euronext Growth Oslo under the Company's ISIN
NL00150001S5 as soon as the Offer Shares have been issued in the VPS, expected
to take place on or around 28 January 2023. The Company expects that the Offer
Shares will be delivered to the VPS account of the respective subscribers to
whom they are allocated on or around 29 January 2023. 

The completion of the Subsequent Offering is subject to (i) the supervisory
board of the Company resolving the necessary corporate resolutions to carry out
the Subsequent Offering, including the resolution to consummate the Subsequent
Offering and issue the Offer Shares, (ii) the execution and delivery of a deed
of issuance of the Offer Shares to the Company's registrar in the VPS, DNB Bank
ASA (the "VPS Registrar"); (iii) the registration of the issuance of the Offer
Shares by the Company in the Company's shareholders' register; (iv) payment
being received for the Offer Shares allocated; and (v) the issuance by the VPS
Registrar of a corresponding number of shares in the VPS. 

The Company reserves the right to cancel the Subsequent Offering at any time and
for any reason whatsoever prior to delivery of the Offer Shares.  

Subscribers in the Subsequent Offering who are residents of Norway with a
Norwegian personal identification number are recommended to subscribe for Offer
Shares through the VPS online application system (or by following the link to
such online application system on the following website:
www.arctic.com/secno/en/offerings and www.dnb.no/emisjoner). Subscribers in the
Subsequent Offering who do not have access to the VPS online application system
must apply using the subscription form attached to the Prospectus as Appendix B.

Additional information regarding the Subsequent Offering and further
instructions regarding the procedures for subscription of the Offer Shares,
payment and delivery are included in the Prospectus. 

Advisors 
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, act as managers
("Managers") in connection with the Subsequent Offering. Wikborg Rein
Advokatfirma AS is acting as Norwegian legal advisor and DLA Piper Nederland
N.V. is acting as Dutch legal advisor to Kingfish in connection with the
Subsequent Offering. 

About The Kingfish Company N.V.
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 1,500 tons of high quality and high value Yellowtail
Kingfish. Expansion is underway and capacity in the Netherlands is expected to
reach 3,500 tons in Q1 2023. Kingfish Maine is now fully permitted by local,
state and federal regulatory agencies.

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 energy, sourced from wind, solar and biogas. The Company's
facilities operate on sea water, avoiding wasting of precious fresh water.

The Kingfish Company's main product at present, 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) and
British Retail Consortium (BRC). It was the winner of the 2019 Seafood
Excellence Award, and it is recommended as green choice by Good Fish Foundation.

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

IMPORTANT INFORMATION
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. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. 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. Any offering of the securities referred to in this announcement will
be made by means of a prospectus approved by the Dutch Authority for the
Financial Markets (Autoriteit Financile Markten) and published by the Company.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the  Prospectus.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions.

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.

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than the Netherlands and
Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as
amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Regulation, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for
offers of securities. Accordingly any person making or intending to make any
offer in that Relevant Member State of securities which are the subject of the
offering contemplated in this announcement, may only do so in circumstances in
which no obligation arises for the Company or the Managers to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in
relation to such offer. Neither the Company nor the Managers have authorised,
nor do they authorise, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor the Managers have authorised, nor do they authorise, the making
of any offer of securities in circumstances in which an obligation arises for
the Company or the Managers to publish or supplement a prospectus for such
offer.

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. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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 their affiliates accept 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.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange