PRIVATE PLACEMENT OF SHARES AND CONVERTIBLE BONDS

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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR
FOR DISSEMINATION IN THE UNITED STATES

Codfarmers ASA has retained DnB NOR Markets, to
advise and effect a contemplated share issue and a
contemplated convertible bond issue in private
placements directed towards professional Norwegian
and international investors in the period from 13
November to 16 November 2007. The total gross
proceeds from the private placements are expected
to be up to NOK 200 million. The minimum
subscription and allotment amount in each of the
share issue and the convertible bond issue is NOK
500,000.

The net proceeds from the private placements will
be used to finance the Company`s accelerated
growth
plan, including biomass growth towards a
harvesting
volume of approximately 30,000 tons per year in
2011, the integrated brood-stock, hatchery and
juvenile facility towards a capacity of 10 mill
fry
and 5 million juveniles yearly as well as to
finance the upgrade of the specialized cod packing
and fillet plant.

The gross proceeds from the share issue are
expected to be up to NOK 100 million, constituting
approximately 19% of the existing number of shares
outstanding based on closing price 12 November
2007. The share issue will be carried out through
a
book-building process, which will close on 16:30
(Norwegian time) on 16 November 2007, subject to
extension/earlier closing. Settlement date for the
new shares is expected on or about 28 November
2007.

The gross proceeds from the convertible bond issue
are expected to be up to NOK 100 million. The
bonds
will have a four-year tenor. The debt under the
bonds will be senior and unsecured, and the bonds
will be convertible into common shares of
Codfarmers. The convertible bond loan is expected
to carry a 0% coupon rate per annum the first two
years, and then a coupon rate of 15% per annum
payable semi-annually in arrears over the last two
years. The first interest payment date will be 2.5
years after the settlement date and the conversion
premium will be 40% over the issue price in the
private placement of shares referred to above. The
bonds will be issued and repaid at 100% of their
principal amount. The bonds are expected to be
settled for payment on or around 30 November 2007.

The Company will also carry through a rights issue
of up to 1 million new shares. The subscription
price in the rights issue will be the same as in
the private placement of shares referred to above.
The Company`s shareholders as of 27 November 2007
will receive subscription rights based on their
shareholding as of that date. Investors being
allotted shares or convertible bonds in the
private
placements will not receive any subscription
rights.

The share issues and the convertible bond issue
are
subject to being approved by an extraordinary
general meeting of the Company (EGM) as well as
Oslo Børs approving a combined listing prospectus
for the private placement shares and a offering
prospectus for the rights issue. The Company will
call for the EGM to be held on 27 November 2007.

The shares and bonds 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 any state securities laws,
and
will be offered within the United States only to
qualified institutional buyers (`QIB`), as defined
in Rule 144A under the U.S. Securities Act (`Rule
144A`) 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 and bonds to be offered
will be subject to certain restrictions on
transfer. This press release shall not constitute
an offer to sell or the solicitation of an offer
to
buy nor shall there be any sale of the securities
in any jurisdiction in which such offer,
solicitation or sale would be unlawful.


Oslo, 13 November 2007

Codfarmers ASA

For further information, please contact:
Øystein Steiro CEO - phone: +47 22 40 33 91
Michael Malling CFO - phone: +47 22 40 33 94

or

DnB NOR Markets
Gunnar L. Hagen - phone: +47 22 94 89 39

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