Private placement of shares directed at INC Invest

Codfarmers ASA (”Codfarmers”) has entered into an agreement with Havlandet Havbruk AS and its parent company INC Invest AS regarding a private placement of shares directed at INC Invest AS for the purpose of financing Codfarmers’ purchase of cod fry. The agreement also provides the basis for an extended cooperation between Codfarmers and Havlandet.

Codfarmers has agreed to issue new shares for an amount of NOK 10 million at a subscription price of NOK 0.78 (NOK 7.80 following the proposed reversed share split) to INC Invest AS for the purpose of financing Codfarmers’ purchase of up to 2.5 million cod fry in 2011. The fry will be delivered by INC Invest AS’ subsidiary Havlandet Marin Yngel AS pursuant to an existing fry purchase agreement. The share issue is subject to the approval of the general meeting of Codfarmers.

The agreement authorises Codfarmers to require that INC Invest AS shall subscribe for additional new shares in the amount of NOK 10 million prior to the end of July 2012 in order to finance the purchase of cod fry in 2012. The subscription price shall be equal to the volume weighted average price for the Codfarmers shares quoted on Oslo Børs in July 2012.

The agreement also offers Codfarmers a 3 year option to acquire all shares in Havlandet Havbruk AS based on a fair market value of that company at the time of exercise of the option, as determined by 3 independent valuators. The consideration for the shares may be in the form of cash, or a combination of cash and shares in Codfarmers.

The parties agree that Havlandet Havbruk AS shall transfer fry production know-how to Codfarmers in connection with the start-up of fry production at Codfarmers’ facilities in Mørkvedbukta.

Codfarmers is satisfied with the agreement that secures financing of quality fry and at the same time provides the basis for an extended cooperation with an industrial shareholder. This year, Havlandet produces F3 and F4 generation cod fry, and the results so far shows improved on-growing capabilities compared to previous generations.

”Havlandet has the know-how and fry quality that Codfarmers is lacking. In addition, the Havlandet shareholders demonstrate a long term industrial interest in developing the cod farming industry.

The agreement provides Codfarmers with the opportunity to consider a larger production increase than earlier planned. We are very satisfied with the agreement” says Harald Dahl, CEO of Codfarmers.

For additional information, please contact:

Harald Dahl

CEO

+47 22 40 33 94