CODFARMERS CONTEMPLATED SHARE ISSUE

Thu, Jun 24, 2010 08:25 CET

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COD: CODFARMERS CONTEMPLATED SHARE ISSUE

Oslo, 24 June 2010

Reference is made to the notice of Annual General Meeting dated 4 June 2010 regarding a contemplated share issue in Codfarmers ASA ("Codfarmers").

Codfarmers has retained DnB NOR Markets and RS Platou Markets AS (the "Joint Lead Managers and Bookrunners" or the "Managers") to advise on and effect the private placement of new shares to be issued by Codfarmers, directed towards Norwegian investors and international institutional investors (the "Private Placement").

Codfarmers has entered into an agreement with Havlandet Marin Yngel AS regarding Codfarmers’ purchase of juveniles with settlement of the consideration in the form of shares to be issued through a share capital increase with contribution in kind in the amount of NOK 4.35 million directed at Havlandet Marin Yngel AS with contribution in kind (the “Havlandet Share Issue”).

The gross proceeds of the contemplated Private Placement and the Havlandet Shares Issue will amount to minimum NOK 45 million and maximum NOK 80 million. The order price will be based on a fixed price of NOK 0.50 per share. The minimum order in the Private Placement has been set to the number of shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 50,000.

The Managers has received pre-subscription in the amount of approx. NOK 39 million from both new investors and existing shareholders (including NOK 4.35 million from the Havlandet Share Issue).

Chair of the board Marianne Johnsen has pre-subscribed for shares in the amount of NOK 250,000 and board member Benedicte Fossum has pre-subscribed for shares in the amount of NOK 100,000.

CEO Harald Dahl has pre-subscribed for shares in the amount of NOK 3 million and CFO Nicolaj Weiergang has pre-subscribed for shares in the amount of NOK 100,000. In addition to the new shares, the CEO and the CFO will receive two warrants for each share subscribed for and allotted to them. The pre-subscriptions by the CEO and CFO are conditional upon the approval by the AGM of the warrant program proposed in the AGM notice of 4 June 2010.

The net proceeds of the Private Placement and the Havlandet Share Issue will be used for biomass growth and general corporate purposes.

The completion of the Private Placement and the Havlandet Share Issue is conditional upon the approval of the Private Placement and the authorisation to the Board to issue shares by the Annual General Meeting (the "AGM") to be held in Codfarmers on 25 June 2010.

The application period in the Private Placement commences today (24 June 2010) at 09:00 CET and closes on 25 June 2010 at 08:30 CET. The Board of Directors of Codfarmers may, however, at any time resolve to close or extend the application period at its own discretion, but in no event close earlier than 24 June 2010 at 18:00 CET.

The Board of Directors intends to conduct a subsequent repair offering of up to 40,000,000 new shares at the same subscription price as resolved by the AGM in the Private Placement with preferential rights for shareholders of the Company as of 24 June 2010 holding 399,999 shares or less and who did not participate in the Private Placement. The decision to conduct a subsequent repair offering will be made by the Board subject to completion of the Private Placement and to a proposed authorisation of the Board having been approved by the AGM in Codfarmers. The Codfarmers share will trade ex the right to participate in the subsequent offering from and including 25 June 2010.

The new shares to be issued in the Private Placement will not be tradable until (i) the share capital increase pertaining to the Private Placement has been resolved by the AGM; (ii) the shares have been fully paid and the share capital increase pertaining to the Private Placement has been registered in the Norwegian Register of Business Enterprises and in the VPS; and (iii) a listing prospectus has been filed with and approved by the Norwegian Financial Supervisory Authority.

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Important Notice

The Private Placement and this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. Codfarmers assumes no responsibility in the event there is a violation by any person of such restrictions. Persons in whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not for distribution, directly or indirectly, in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose.

Securities may not be offered or sold in the United States absent registration or an exemption from registration. The new shares to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold within the United States, except to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A"), through affiliates of the Managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares to be offered will be subject to certain restrictions on transfer. This stock exchange notice shall not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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The information in this announcement is subject to the disclosure requirements of the Norwegian Securities Trading Act section 5-12 and/or the Oslo Børs - Continuing Obligations.

For further information, please contact:

Harald Dahl, CEO Codfarmers ASA

+47 22 40 33 94 office

+47 901 19 282 mobile