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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
 
Bergen, Norway/Yokohama, Japan - 14 December 2023 -  Proximar Seafood AS
("Proximar" or the "Company") has engaged ABG Sundal Collier ASA and Pareto
Securities AS as managers (together, the "Managers") to advise on and effect a
contemplated private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares"), raising gross proceeds of approximately  NOK 120 -
NOK 140 million ("Offer Size"). The price per Offer Share ("Offer Price") has
been set at NOK 2.00, indicating a number of Offer Shares between 60 million and
70 million. The final number of Offer Shares sold in the Private Placement will
be determined by the Company's board of directors (the "Board").

The Managers have, during the pre-sounding phase of the Private Placement,
received pre-commitments and other indications (please see below) from certain
primary insiders, existing shareholders and new investors which in aggregate
cover the low end of the Offer Size range at the Offer Price in the Private
Placement (i.e. more than NOK 120 million).

The net proceeds to the Company from the Private Placement will be used to cover
higher expected operational costs, financing costs and increased CAPEX as
further detailed in relation to the Q3 reporting by the Company on 10 November
2023 and in a stock exchange announcement on 7 December 2023.

Certain of the largest existing shareholders in the Company have collectively
pre-committed to subscribe for approx. NOK 46 million. This includes the
following primary insiders in the Company:
o	Grieg Kapital AS together with associated companies (represented on the Board
by Per Grieg): Approx. NOK 24.1 million.
o	Kvasshovd AS (associated with Katrine Trovik the Chairperson of the Board):
Approx. NOK 2.3 million.

Bonafide Wealth Management AG, an aquaculture specialist investor, has
pre-committed to subscribe for the NOK equivalent of USD 1.5 million. In
addition, certain other primary insiders in the Company have collectively
pre-committed to subscribe for approx. NOK 3 million.

The application period in the Private Placement will commence today, 14 December
2023, at 16:30 hours CET and close on 15 December 2023 at 08:00 hours CET. The
Company and the Managers may, however, at any time resolve to extend or shorten
the application period on short or no notice. If the application period is
extended or shortened, any other dates referred to herein may be amended
accordingly.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to and in compliance with applicable exemptions
from relevant prospectus, filing and other registration requirements. The
minimum application and allocation amount in the Private Placement has been set
to the NOK equivalent of EUR 100,000. The Company may, however, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to the Norwegian Securities
Trading Act and ancillary regulations (including Regulation (EU) 2017/1129) are
available, including to employees and directors of the Company.

Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Managers, following the expiry of the
application period. The Board will focus on criteria such as (but not limited
to) pre-commitments, indications from the pre-sounding phase of the Private
Placement, existing ownership in the Company, timeliness of the application,
relative order size, sector knowledge, perceived investor quality and investment
horizon.

The Offer Shares are expected to be settled on a delivery versus payment basis
on or about 5 January 2024 by delivery of new shares in the Company, expected to
be facilitated by a pre-funding agreement to be entered into between the Company
and the Managers (the "Pre-funding Agreement"). Issuance of the Offer Shares  is
subject to approval by the extraordinary general meeting (the "EGM") expected to
be held on or about 2 January 2024. 
The Offer Shares will be tradable on Euronext Growth Oslo after the announcement
of the share capital increase pertaining to the Private Placement has been
registered with the Norwegian Register of Business Enterprises (the "NRBE"),
which subject to case handling time is expected on or about 4 January 2024.

Completion of the Private Placement is subject to (i) the Board resolving to
consummate the Private Placement and conditionally allocate the Offer Shares,
(ii) the EGM resolving to approve the Private Placement and issue the Offer
Shares, (iii) the Pre-Funding Agreement remaining in full force and effect, (iv)
the share capital increase pertaining to the issuance of the allocated Offer
Shares being validly registered with the Norwegian Register of Business
Enterprises, and (v) the allocated Offer Shares being validly issued and
registered in the Norwegian Central Securities Depository  (jointly the
"Conditions")The Company reserves the right to cancel and/or modify the terms of
the Private Placement at any time and for any reason prior to notification of
allocation of the Offer Shares. The applicants also acknowledge that the Private
Placement will be cancelled if the Conditions are not fulfilled. Neither the
Company nor the Managers, or any of their directors, officers, employees,
representatives or advisors, will be liable for any losses if the Private
Placement is cancelled and/or modified, irrespective of the reason for such
cancellation of modification.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully considered the
Private Placement in light of the equal treatment obligations under the
Norwegian Private Limited Companies Act, and the prohibition against giving
anyone an unreasonable advantage at the Company's or the shareholders' expense
set out in the Norwegian Securities Trading Act, Euronext Growth Oslo Rule Book
- Part II section 3.1(2), and the Oslo Stock Exchange's Guidelines on the rules
of equal treatment, and deems that the proposed Private Placement is in
compliance with these obligations. The Board is of the view that it will be in
the best interest of the Company and its shareholders to deviate from the
shareholders' pre-emptive right as prosposed through a private placement,
particularly in light of the current market conditions. In reaching this
conclusion, the Board, among other, emphasised that:

-	A share issue in the form of a Private Placement enables the Company to obtain
capital in an efficient manner. This benefit is not obtainable by structures
with longer lead time such as a rights offering or by other forms of capital.
-	The shares in the Company are liquid, so shares will be available in the
market for shareholders whose ownership percentage is diluted by the Private
Placement and who do not wish to be diluted, in addition the Company plans to
complete a repair issue (see below) to offer shares to the shareholders who did
not get to participate in the Private Placement a chance to reduce its dilution.

The Company may, subject to completion of the Private Placement and certain
other conditions, decide to carry out a subsequent repair offering of new shares
at the Offer Price in the Private Placement which, subject to applicable
securities law, will be directed towards eligible existing shareholders in the
Company as of 14 December 2023 (as registered in the VPS two trading days
thereafter), who (i) were not included in the wall-crossing phase of the Private
Placement, (ii) do not have a pro-rata share of the Private Placement which is
equal to or higher than the minimum order and allocation in the Private
Placement (0.82% - 0.96% of the shares outstanding in the Company dependent on
the final Offer Size), (iii) were not allocated Offer Shares in the Private
Placement, and (iv) 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. However, certain exemptions
with regards to participation eligibility may occur.

Advokatfirmaet Thommessen  AS is acting as legal counsel to the Company in
connection with the Private Placement, and Advokatfirmaet Wiersholm AS is acting
as legal counsel to the Managers in connection with the Private Placement.

For more information, please contact: 

Ole Christian Willumsen, CFO, Proximar Seafood AS Phone: +47 48213429 E-mail:
ocw@proximar.com. 
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act. 

About Proximar Seafood:
Proximar Seafood is a Norwegian land-based salmon farming company with its first
production facility and production at the foot of Mount Fuji in Japan. The
company has inserted its fifth batch of eggs since October 2022. Through
land-based fish farming, using high-quality ground water secured close to Mount
Fuji, the company will produce fresh Atlantic Salmon, harvested the same day.
Proximar's location, near one of the world's most important fish markets,
implies significant advantages, both in terms of reduced cost and carbon
footprint. 

Important notice
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. 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.
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 and "major U.S. institutional investors" as defined in Rule
15a-6 under the United States Exchange Act of 1934.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
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. 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 any of its affiliates accepts 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.