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. Reference is made to the
stock exchange announcement by  Proximar Seafood AS ("Proximar" or the
"Company") earlier today regarding a contemplated private placement (the
"Private Placement") of new shares.

The Company is pleased to announce that the board of directors of the Company
(the "Board") has conditionally allocated 70,000,000 new shares in the Private
Placement (the "Offer Shares"), each at a subscription price of NOK 2.00 per
Offer Share (the "Offer Price"), raising gross proceeds of NOK 140,000,000
million.

ABG Sundal Collier ASA and Pareto Securities AS acted as managers in connection
with the Private Placement (together the "Managers").

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.

The following primary insiders were conditionally allocated Offer Shares at the
Offer Price:

	Grieg Kapital AS together with associated companies, controlled by Board
member Per Grieg was allocated 15,500,000 Offer Shares (NOK 31,000,000),
	Kvasshovd AS, associated with the Chairperson of the Board Katrine Trovik, was
allocated 1,500,000 Offer Shares (NOK 3,000,000),
	Loyden AS, a company controlled by Joachim Nielsen (CEO) was allocated 750,000
Offer Shares (NOK 1,500,000),
	Ole Chr. Willumsen (CFO) was allocated 500,000 Offer Shares (NOK 1,000,000),  
	Dharma Rajeswaran (COO) was allocated 25,000 Offer Shares (NOK 50,000), 
	Marius Birkenes (Director: Strategy) was allocated 70,000 Offer Shares (NOK
140,000),
	Vivian Lunde, (Director ESG & Business Operations) was allocated 75,000 Offer
Shares (NOK  150,000),
	VHAL AS, a company controlled by Viggo Halseth (Board member) was allocated
75,000 Offer Shares (NOK 150,000), and
	Petter Hermanrud (Board member) was allocated 30,000 Offer Shares (NOK
60,000).

The Private Placement is 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 between the Company and
the Managers (the "Pre-funding Agreement"). Issuance of 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 allocated to applicants will be tradable after 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 EGM resolving to
approve the Private Placement and issue the Offer Shares, (ii) the Pre-funding
Agreement remaining in full force and effect, (iii) the share capital increase
pertaining to the issuance of the allocated Offer Shares being validly
registered with the Norwegian Register of Business Enterprises, and (iv) the
allocated Offer Shares being validly issued and registered in the Norwegian
Central Securities Depository  (jointly the "Conditions").
 
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 proposed 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 subsequent share issue (see below) to offer shares to the eligible
shareholders (see below) 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 up to
12,500,000 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% of the shares outstanding in the Company), (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 acts as
legal counsel to the Managers. 

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