Press Release

BIOFISH HOLDING AS: UPDATE ON CONTEMPLATED PRIVATE PLACEMENT AND FINANCING PROCESS

BIOFISH HOLDING AS: UPDATE ON CONTEMPLATED PRIVATE PLACEMENT AND FINANCING
PROCESS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.



BIOFISH HOLDING AS: UPDATE ON CONTEMPLATED PRIVATE PLACEMENT AND FINANCING
PROCESS

Reference is made to the stock exchange announcement published on 5 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") and trading update. Although there has been significant interest
to participate in the Private Placement, the Company has decided not to proceed
with the Private Placement in its current form due to prevailing market
conditions.

The Company will continue its ongoing discussions with relevant parties
regarding strategic alternatives and financing solutions to cover its current
funding needs. Further announcements will follow in due course.

For further information, please contact:

Torbjørn Skulstad, CEO
+47 483 81 546

Tor Haldorsen, Chairman of the board
+47 932 26 282

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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