Singapore, 28 May 2025, Barramundi Group Ltd. ("the Company") (EURONEXT: BARRA)
- Reference is made to the stock exchange notice dated 5 May 2025 regarding the
granting of an extension of the Moratorium Order by the High Court of the
Republic of Singapore from 11 May 2025 to 11 July 2025.

The Company is pleased to further announce that an agreement has been reached
with the Company's principal secured creditor, United Overseas Bank Limited
("UOB"), on the main terms of a proposed restructuring of the Company's debt and
equity. The details of the arrangement are set out in a proposed Pre-packaged
Scheme of Arrangement (the "Scheme"), the implementation of which is subject to
approval of the High Court of Singapore (the "Court") pursuant to section 71 (1)
of the Insolvency, Restructuring and Dissolution Act 2018.

The proposed Scheme has today been distributed to certain creditors of the
Company which will be subject to the Scheme, if implemented. Such creditors are
thereby requested to deposit their vote for or against the Scheme no later than
4.00pm (Singapore Time), 11 June 2025, as instructed in the Scheme document.

Subject to receiving the requisite amount of positive votes from the creditors
in question, the Company will file the Scheme with the Court. Should the Court
decide to sanction the Scheme, it will be implemented with binding effect for
all parties. 

Further details about the Scheme, which also include information about the
Company's business, the circumstances leading up to the restructuring, risk
factors and certain other information of relevance to the market, are included
in an information document attached to this announcement. 


The main terms of the Scheme are as follows:

1) Private Placement of new shares in the Company

A private placement of 135,032,761 new shares in the Company (inclusive of
shares to be issued to UOB under the debt equity swap described below) with a
subscription price per share of S$0.0289 (corresponding to NOK 0.227 pursuant to
an exchange rate S$/NOK of 0.127 as of the date of this announcement), raising
total gross proceeds of S$ 3,400,000, will be directed at certain existing
shareholders.

The subscription price implies a 77% discount on the trading price of the
Company's shares on Euronext Growth Oslo as per closing on 27 May 2025.

2) Shareholders' convertible loans

An additional $S800,000 will be raised via convertible shareholders' loans by
each of Mr Andrew Kwan Kok Tiong and Warif Holdings Limited to the Company for
S$400,000 each. The term of the loans will be for 1 year, subject to renewal on
an annual basis to be agreed (on the one hand) by Mr Andrew Kwan Kok Tiong or
Warif Holdings Limited (as the case may be) and (on the other hand) the Company.
Interest will accrue on each loan at a rate of 5.3% per annum. Each loan is
payable in a single lump sum on the maturity date of such loan (taking into
account any extension(s) as may have been agreed). 

At any time prior to the full repayment of the loans, each lender may in their
sole discretion elect to convert all or any part of their loan into such number
of shares in the Company as determined by the conversion price, which shall be
the lower of: (a) S$0.0289 and (b) the five days' moving average of the price
per share as of the conversion date, based on the applicable exchange rate for
NOK:SGD. 

A full conversion of the principal under the loans referred to above will imply
the issuing of at least 27,681,660 new shares in the company.

3) Debt restructuring under the Scheme 

As per 28 February 2025, the Company's total liabilities amounted to
approximately S$27 million. Upon completion of the Scheme, the majority of these
liabilities will be fully and finally paid, compromised and/or settled.

UOB will convert a part of its debt, S$507,581.82, into 17,540,274 new shares in
the Company at a conversion price of S$0.0289 (corresponding to NOK 0.227
pursuant to an exchange rate S$/NOK of 0.127 as of the date of this
announcement) per share. In addition, UOB will receive S$1 million in cash from
the Company as full and final settlement of all amounts owing by the Company to
UOB and against the release of all security held by UOB over the Company's
assets.

As a result of the Private Placement and the conversion of debt to shares,
implying the issuing of at least in total 162,714,421 new shares in the Company,
existing non-participating shareholders will be diluted by 77%. Should the
shareholders' convertible loans also be converted in full into new shares, the
total dilutive effect will be at least 80%.


Equal treatment considerations

Upon completion of the Scheme, the Company will consider making a subsequent
offering of new shares to the Company's shareholders other than those who are
participating or were invited to participate in the Private Placement, in line
with market practice on Euronext Growth Oslo and subject to available
exemptions. The subscription price per share in such offering will be the same
as in the private placement.

The Board of Directors, together with the Company's management and professional
advisors, has considered various transaction alternatives for the refinancing of
the Company. Based on an overall assessment, considering the need for funding,
time available to secure financing for further operations and debt repayment,
costs and risks related to alternative methods of securing the desired
refinancing, the Board has on the basis of careful considerations decided that
the solution set out in the Scheme is the alternative that best protects the
Company's, its creditors' and the shareholders' joint interests. By structuring
the equity raise as a private placement with a subsequent offering, the Company
will be able to raise capital in an efficient manner with significantly lower
completion risks compared to a rights issue. Thus, the deviation from the
shareholders' pre-emptive rights inherent in a private placement is considered
necessary.

Further updates will be provided as the restructuring process progresses. 


Advisors

Cameron Lindsay Duncan, care of KordaMentha Pte Ltd, acts as Scheme Manager in
connection with the proposed Scheme of Arrangement. 

Allen & Gledhill LLP is acting as Singapore legal counsel to the Company.
Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the
Company.


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 of the Norwegian Securities Trading Act. This stock exchange
release was published by Vanessa Tan, Chief Financial Officer, Barramundi Group
Ltd. on the date and time set out in this announcement.



For further inquiries, please contact: 

James Kwan 
Chief Executive Officer

Vanessa Tan 
Chief Financial Officer 

Email: investors@barramundi.com