COD – PRIVATE PLACEMENT AND SUBSEQUENT OFFERING

Codfarmers ASA (“Codfarmers” or the “Company”) has after market close yesterday entered into agreements with Kontrari AS, Dolphin Management AS and AS Banan (the “Investors”) pursuant to which the Investors have undertaken to subscribe for new shares in the Company in a private placement for a total amount of NOK 30 million at a subscription price of NOK 2 per share (the “Private Placement”). The Investors have also agreed to make available to the Company an interest free loan in the amount of NOK 30 million. The loan will be repaid by way of setting off the loan against the corresponding subscription amount for the new shares allocated to the Investors in the Private Placement.

Codfarmers will use the net proceeds from the Private Placement and the Subsequent Share Offering (as defined below) for the purpose of strengthening its working capital to position the Company for growth and the release into sea of approximately 3 million juveniles in 2012.

“Codfarmers is currently the only company releasing substantial volumes of cod juveniles into sea. The support shown by major shareholders indicates that they share our belief that the improved biological performance combined with our strong market position and product development will form the basis for future profit” says Harald Dahl, the CEO of Codfarmers.

“Recent transactions combined with the financial commitment of our shareholders shows that the Board and the owners stand firmly behind the Company’s aim to become the leading player in the codfarming industry. We have been through a down cycle, but improved market conditions and the Company’s strategic position seems promising” says Marianne E. Johnsen, Chair of Codfarmers.

Codfarmers will implement a subsequent share offering of up to 15,000,000 new shares at a subscription price of NOK 2 per share (the “Subsequent Share Offering”). The Subsequent Share Offering will be directed towards existing shareholders of the Company as of 7 February 2012 other than (i) Dolphin Management AS, AS Banan and Halfdan Holme AS (an affiliated company of AS Banan) and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action. Further, Frode Teigen’s and Kontrari AS’ participation in the Subsequent Share Offering will be limited so that their aggregate holding following the Private Placement and the Subsequent Share Offering will not exceed 33.3% of the shares in the Company.

Each share held by eligible shareholders as of 7 February 2012 will give the right to subscribe for and be allocated around 0.4 new shares in the Subsequent Share Offering.

The shares in Codfarmers will trade excluding the right to participate in the Subsequent Share Offering from and including 8 February 2012.

The Company will issue a prospectus for the listing of the new shares to be issued in the Private Placement and for the Subsequent Share Offering. The shares to be issued in the Private Placement will not be tradable on Oslo Børs until the prospectus has been issued.

The Private Placement and the Subsequent Share Offering is subject to the approval of an extraordinary general meeting of the Company. The Company expects the extraordinary general meeting to be held on or around 5 March 2012.

Kontrari AS has undertaken to subscribe for 5 million new shares in the Private Placement. Kontrari AS is owned by Frode Teigen, who is a member of the Board of Directors of Codfarmers. Following completion of the Private Placement, Frode Teigen and Kontrari AS will own 11,384,699 shares (19.87%) and 7,521,886 shares (13.13%) in the Company, respectively. In total, Frode Teigen and Kontrari AS will own 18,906,585 shares (33.0%) in the Company.

Dolphin Management AS has undertaken to subscribe for 6,250,000 new shares in the Private Placement. Following completion of the Private Placement, Dolphin Management AS will own 13,386,834 shares (23.37%) in the Company. Øivind Tidemandsen, who owns a majority of the shares in Dolphin Management AS, is a member of the Board of Directors of Codfarmers.

AS Banan has undertaken to subscribe for 3,750,000 new shares in the Private Placement. Kristian Nergaard, who is a deputy member of the Board of Directors of Codfarmers, is a significant shareholder of AS Banan. Following completion of the Private Placement, AS Banan will own 4,587,409 shares (8.01%) in the Company. Halfdan Holme AS, an affiliated company of Kristian Nergaard and AS Banan, owns 326,807 shares (0.77%) in the Company. In total, AS Banan and Halfdan Holme AS will own 4,914,216 shares (8.58%) in the Company.

Codfarmers has engaged DNB Markets as manager for the Private Placement and the Subsequent Share Offering.

For further information, please contact:

Marianne E. Johnsen, Chair of Codfarmers, telephone +47 93 66 30 00
Harald Dahl, CEO of Codfarmers, telephone +47 90 11 92 82

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.